As filed with the Securities and Exchange Commission on January 15, 1999

Registration No. 333-32099

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 Its Governing Instruments)

3885 Holcomb Bridge Road
Norcross, Georgia 30092
(770) 449-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal executive offices)

Brian M. Conlon, Executive Vice President
Wells Real Estate Investment Trust, Inc.
3885 Holcomb Bridge Road
Norcross, Georgia 30092
(770) 449-7800
(Name, Address, Including Zip Code and Telephone Number, Including Area Code,
of Agent for Service)

Copies to:

Donald Kennicott, Esq.
Michael K. Rafter, Esq.
Holland & Knight LLP
One Atlantic Center, Suite 2000
1201 West Peachtree Street, N.E.
Atlanta, Georgia 30309-3400

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

Maryland                                 58-2328421
(State or Other Jurisdiction                     (I.R.S. Employer
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. |_|     

[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 January 30, 1998,
Supplement No. 1 dated April 20, 1998, Supplement No. 2 dated June 30, 1998,
Supplement No. 3 dated August 12, 1998 and Supplement No. 6 dated January 12,
1999, which supersedes Supplement No. 4 dated November 1, 1998 and Supplement
No. 5 dated December 14, 1998 (the Supplements are contained inside the back
cover page of the Prospectus). Supplement No. 1 includes updated Prior
Performance Tables and certain revisions to the Prospectus. Supplement No. 2
includes descriptions of the acquisition of ownership interests in certain real
properties and revisions to the Prospectus to reflect the increase in the size
of the Board of Directors. Supplement No. 3 includes descriptions of
transactions involving joint ventures with Affiliates and acquisitions of
certain real properties. Supplement No. 6 includes descriptions of certain 
co-tenancy arrangements with Affiliates, acquisitions of certain real properties
and revisions to the Prospectus to decrease the minimum purchase requirements
for participants in other real estate programs.     

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SHARES OF COMMON STOCK
$1,250,000  MINIMUM

Wells Real Estate Investment Trust, Inc. (the "Company") is a newly
organized Maryland corporation which intends to qualify as a real estate
investment trust ("REIT").  The Company has been formed to acquire and operate
commercial properties, including properties which are under development or
construction, are newly constructed or have been constructed and have operating
histories and some of which may have tenants subject to "triple net" leases
(individually, a "property," collectively, "properties").  The Company's
operations will be managed by Wells Capital, Inc., a Georgia corporation (the
"Advisor"), an Affiliate (as defined herein) of the Company.

The Company hereby offers, pursuant to this Prospectus (the "Prospectus"),
for sale to the public up to a maximum of 16,500,000 shares and a minimum of
125,000 shares of its common stock, $.01 par value per share (the "Shares").
All of the Shares offered hereby are being offered by the Company.  The minimum
purchase is 100 Shares ($1,000) (except in certain states as described herein).

An investment in Shares involves significant risks (See Risk Factors at page 8),
including the following:

. The Company's Articles of Incorporation impose restrictions on ownership and
transfers of Shares, and no public market for the Shares currently exists, and
there is no assurance that one will develop.

. The Company may purchase properties from its Affiliates (generally without
profit to such selling Affiliates), and enter into joint venture agreements
with its Affiliates and with the Prior Wells Public Programs (as defined
herein) for the acquisition and development of properties.  Accordingly,
because such transactions will not be on an arm's-length basis, the Company
will face inherent conflicts of interest based on such relationships.

. The Advisor and other Affiliates of the Company are involved in
partnerships with investment objectives similar to the Company's, and
therefore will face conflicts of interest in managing the Company's operations
and those of such other activities. Accordingly, such conflicts may affect
negatively the Company's financial performance and Cash Available for
Distribution to Investors (as defined herein).

. If the Company sells only the minimum amount of Shares required to close the
Offering, the Company may be able to acquire only an estimated three or fewer
properties, and thus the Company would have very limited asset diversification
and possibly no geographic diversification.

. Certain real estate investment programs previously sponsored by the Advisor
and distributions to investors therein have experienced fluctuating financial
performance based on varying occupancy levels, amounts of capital improvements
and other necessary expenses for each property owned by such other programs.

. The Company does not own any real property, and the Advisor has not identified
any properties in which there is a reasonable probability that the Company
will invest.  Accordingly, investors in the Company ("Investors") will not
have the opportunity to evaluate the properties that the Company will acquire
and must rely totally upon the ability of the Advisor with respect to the
acquisition of properties.

. Failure by the Company to qualify as a REIT for federal income tax purposes
will cause it to be taxed as a regular corporation under federal income tax
laws, which would materially reduce the Company's Cash Available for
Distribution to Investors.

. The Company may incur indebtedness of up to 50% of the properties' aggregate
value, though such debt limitation does not apply to individual properties.
Accordingly, the Company and its properties may be moderately leveraged, which
could have adverse consequences to the Company.

. Of the proceeds from the sale of the Shares, approximately 84% will be used to
acquire properties, and the balance will be paid as commissions and fees to
certain Affiliates of the Company for their services and as reimbursement for
certain organizational and offering expenses, though some of such amounts will
be reallowed or paid directly to participating broker-dealers.

The Company has registered an offering of 16,500,000 Shares, with 1,500,000 of
such Shares available only to shareholders purchasing Shares in this initial
public offering who receive a copy of this Prospectus and who elect to
Any than By participating in this Offering must be made pursuant to a separate
prospectus.  See "Summary of Reinvestment Plan" and Exhibit C hereto.

The Company's Affiliates include Wells Capital, Inc.--the Advisor, Wells
Investment Securities, Inc.--the Dealer Manager (the "Dealer Manager"), Wells
Management Company, Inc.--the property manager (the "Management Company"), Wells
Operating Partnership, L.P.--the partnership that will own the properties (the
"Operating Partnership"), and Wells Development Corporation--a property
development company (the "Development Company") .  The Shares are being placed
for the Company by the Dealer Manager on a "best efforts" basis.  See "Plan of
Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS ANY SUCH
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  THE ATTORNEY GENERAL OF
THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

=====================================================================

Proceeds to
Price to                                         Company
Public (1)              Selling Commissions        (2)(3)
-------------              -------------------     ------------

Per Share.................................           $10.00                     $      0.70        $       9.30
Total Minimum.............................       $1,250,000                     $    87,500        $  1,162,500
Total Maximum (4).........................     $165,000,000                     $11,550,000        $153,450,000

=====================================================================

(See footnotes on following page)
WELLS INVESTMENT SECURITIES, INC.

The date of this Prospectus is January 30, 1998.

(Cover Page Continued From Previous Page)
Footnotes:
(1)  Price to Public and Selling Commissions may be reduced in connection with
certain large volume purchases and under other circumstances described
herein; however, in no event will the proceeds to the Company be reduced
thereby.  In addition to Selling Commissions in the amount of up to 7% of
the Gross Offering Proceeds, the Company will reimburse the Dealer Manager
and nonaffiliated broker-dealers participating in this Offering for actual
expenses paid for marketing support and due diligence purposes, up to a
maximum of 2.5% of the Gross Offering Proceeds (the "Marketing and Due
Diligence Fee").  The Company also will issue to participating dealers a
warrant to purchase one Share at a price of $12.00 per Share for every 25
Shares sold (the "Soliciting Dealer Warrants").  See "Plan of
Distribution."

(2)  These figures are before deducting other expenses of the Offering to be
paid by the Company in an estimated amount equal to 3% of Gross Offering
Proceeds -- $4,500,000 if the maximum amount under the Offering is sold and
$37,500 if the minimum amount is sold -- which amount does not include
Selling Commissions or amounts reimbursed for due diligence expenses.
Includes Selling Commissions equal to 7% of the aggregate Gross Offering
Proceeds (which commissions may be reduced under certain circumstances),
but excludes the Marketing and Due Diligence Fee of up to 2.5% of Gross
Offering Proceeds, both of which are payable to the Dealer Manager, an
Affiliate of the Company.  The Dealer Manager, in its sole discretion, may
reallow Selling Commissions of up to 7% of Gross Offering Proceeds to other
broker-dealers participating in this Offering attributable to shares sold
by them, and may reallow the Marketing and Due Diligence Fee (up to 2.5% of
Gross Offering Proceeds) as reimbursements to the Dealer Manager and
broker-dealers participating in this Offering based on such factors as the
volume of shares sold by such participating broker-dealers, marketing
support provided by such participating broker-dealers and bona fide
conference fees incurred.  See "Estimated Use of Proceeds" and "Plan of
Distribution."

(3)  In addition, assuming all 600,000 Soliciting Dealer Warrants are issued to
the Dealer Manager, $480 of additional proceeds will be raised, based on a
purchase price of $.0008 per share.  Assuming all such warrants are
exercised at the exercise price of $12.00, an additional $1,200,000 will be
raised.  No Selling Commission will be paid in connection with the issuance
of the Soliciting Dealer Warrants or the Shares issuable upon the exercise
thereof.

(4)  The maximum number of Shares to be sold hereunder is 16,500,000, which
includes 1,500,000 Shares that may be issued pursuant to the Company's
Dividend Reinvestment Plan (the "Reinvestment Plan"), and 600,000 shares
that may be issued upon exercise of the Soliciting Dealer Warrants.  Those
shareholders who elect to participate in the Reinvestment Plan will have
their dividends reinvested in additional Shares.  The Soliciting Dealer
Warrants may not be exercised for one year from the date of issuance, and
are subject to restrictions on transfer.  See "Description of Capital
Stock-Soliciting Dealer Warrants."

The Offering will commence upon the effective date of this Prospectus and
will continue until and terminate upon the earlier of (i) January 30, 2000 (two
years after the initial date of this Prospectus), or (ii) the date on which an
aggregate of 15,000,000 Shares (excluding any Shares sold pursuant to the
Reinvestment Plan) (the "Maximum Offering") have been sold.  Subscription
proceeds will be placed in an interest-bearing escrow account with NationsBank,
N.A., Atlanta, Georgia (the "Escrow Agent"), until subscriptions for at least
125,000 Shares (the "Minimum Offering") have been received and accepted by the
Company, at which time the proceeds will be released to the Company to be held
in trust for the benefit of investors.  If the Minimum Offering is not met by
January 30, 1999 (one year after the date of this Prospectus), the Offering will
be terminated and subscriber's funds (plus interest and without deducting for
escrow expenses) will be promptly refunded.

THE USE OF PROJECTIONS OR FORECASTS IN THIS OFFERING IS PROHIBITED.  ANY
REPRESENTATIONS TO THE CONTRARY AND ANY PREDICTIONS, WRITTEN OR ORAL, AS TO THE
AMOUNT OR CERTAINTY OF ANY PRESENT OR FUTURE CASH BENEFIT OR TAX CONSEQUENCE
WHICH MAY FLOW FROM AN INVESTMENT IN THE COMPANY ARE NOT PERMITTED.

TABLE OF CONTENTS
Page
----

SUMMARY OF THE OFFERING..................................................  1
RISK FACTORS.............................................................  9
Investment Risks......................................................  9
Lack of Liquidity of Shares........................................  9
Total Reliance on the Advisor......................................  9
Conflicts of Interest Related to the Company's Affiliates..........  9
Possible Lack of Diversification Resulting from
Subscriptions for Less than the Maximum Number of Shares......... 10
Substantial Management Compensation.............................. 10
No Identified Sources for Funding of Future
Capital Needs.................................................... 10
Joint Ventures May Negatively Affect the
Company.......................................................... 10
Anti-Takeover Effects of Governing Documents
and Maryland Law................................................. 11
Reinvestment Plan Proceeds May Not be Used
to Acquire Properties............................................ 11
Real Estate Risks..................................................... 11
Fluctuating Financial Performance of
Previously Sponsored Programs.................................... 11
Potential Adverse Economic and Regulatory
Changes.......................................................... 11
Blind Pool Offering; Lack of Properties Requires
Total Reliance on Abilities of Advisor........................... 11
Indebtedness on Properties Brings Risks............................ 12
Potential Increased Costs and Delays
Related to Property Development.................................. 12
Competition for Investments........................................ 12
Potential Adverse Effects of Delays in
Investments...................................................... 12
Failure to List and Resulting Liquidation May
Adversely Affect Returns to Stockholders......................... 12
Potential Liabilities Related to Environmental
Matters.......................................................... 13
Uninsured Losses................................................... 13
Tax Risks............................................................. 13
Failure to Qualify as a REIT....................................... 13
REIT Minimum Distribution Requirements;
Possible Incurrence of Additional Debt........................... 13
Failure of the Operating Partnership to be
Classified as a Partnership for Federal
Income Tax Purposes; Impact on REIT
Status............................................................. 14
ERISA Risks........................................................ 14
INVESTOR SUITABILITY STANDARDS........................................... 15
ESTIMATED USE OF PROCEEDS................................................ 17
MANAGEMENT COMPENSATION.................................................. 19
CONFLICTS OF INTEREST.................................................... 21
Interests in Other Companies.......................................... 21
Other Activities of the Advisor and its Affiliates.................... 22
Competition........................................................... 22
Affiliated Dealer Manager............................................. 23
Affiliated Property Manager........................................... 23
Affiliated Developer.................................................. 23
Lack of Separate Representation....................................... 23
Joint Ventures with Affiliates of the Advisor......................... 23
Receipt of Fees and Other Compensation by Advisor
and Affiliates...................................................... 23
Certain Conflict Resolution Procedures................................ 23
SUMMARY OF REINVESTMENT PLAN............................................. 25
General............................................................... 25
Investment of Distributions........................................... 25
Participant Accounts, Fee, and Allocation of Shares................... 25
Reports to Participants............................................... 26
Election to Participate or Terminate Participation.................... 26
Federal Income Tax Considerations..................................... 27
Amendments and Termination............................................ 27
SHARE REPURCHASE PROGRAM................................................. 27
PRIOR PERFORMANCE SUMMARY................................................ 28
Prior Wells Public Programs........................................... 28
MANAGEMENT............................................................... 32
General............................................................... 32
Fiduciary Responsibility of the Board of Directors.................... 32
Directors and Executive Officers...................................... 33
Committees............................................................ 35
Compensation of Directors and Officers................................ 35
THE ADVISOR AND THE ADVISORY AGREEMENT................................... 36
The Advisor........................................................... 36
The Advisory Agreement................................................ 37
WELLS MANAGEMENT......................................................... 39
INVESTMENT OBJECTIVES AND CRITERIA....................................... 40
General............................................................... 40
Acquisition and Investment Policies................................... 40
Development and Construction of Properties............................ 42
Terms of Leases and Lessee Creditworthiness........................... 42
Borrowing Policies.................................................... 43
Joint Venture Investments............................................. 43
Other Policies........................................................ 44
REAL PROPERTY INVESTMENTS................................................ 45
DISTRIBUTION POLICY...................................................... 45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................... 46
DESCRIPTION OF CAPITAL STOCK............................................. 46
Common Stock.......................................................... 46
Preferred Stock....................................................... 47
Soliciting Dealer Warrants............................................ 47
Articles of Incorporation and Bylaw Provisions........................ 47
Limitation of Liability and Indemnification........................... 50
Business Combinations................................................. 51
Control Share Acquisition Statute..................................... 51
Amendment to the Articles of Incorporation............................ 52
Dissolution of the Company............................................ 52
Advance Notice of Director Nominations and New
Business............................................................ 53

(i)

Meeting of Stockholders.............................................. 53
Operations........................................................... 53
Inspection of Books and Records...................................... 53
Restrictions on "Roll-Up" Transactions............................... 53
FEDERAL INCOME TAX CONSIDERATIONS....................................... 55
Taxation of the Company.............................................. 55
Requirements for Qualification....................................... 56
Failure to Qualify................................................... 61
Taxation of Taxable U.S. Shareholders................................ 62
Taxation of Shareholders on the Disposition of the
Shares............................................................. 63
Capital Gains and Losses............................................. 63
Information Reporting Requirements and Backup Withholding............ 63
Taxation of Tax-Exempt Shareholders.................................. 63
Taxation of Non-U.S. Shareholders.................................... 64
Other Tax Consequences............................................... 65
Tax Aspects of the Operating Partnership............................. 65
Sale of the Operating Partnership's Property......................... 68
ERISA CONSIDERATIONS.................................................... 68
Employee Benefit Plans, Tax-Qualified Retirement
Plans, and IRAs.................................................... 69
Status of the Company and the Operating Partnership
under ERISA........................................................ 69
PARTNERSHIP AGREEMENT................................................... 71
Management........................................................... 71
Transferability of Interests in the Operating Partnership............ 71
Capital Contribution................................................. 71
Redemption Rights.................................................... 71
Operations........................................................... 72
Distributions and Allocations........................................ 72
Term................................................................. 73
Tax Matters.......................................................... 73
PLAN OF DISTRIBUTION.................................................... 73
SUPPLEMENTAL SALES MATERIAL............................................. 77
LEGAL MATTERS........................................................... 77
EXPERTS................................................................. 78
ADDITIONAL INFORMATION.................................................. 78
GLOSSARY................................................................ 78

FINANCIAL STATEMENTS............................................ APPENDIX I
PRIOR PERFORMANCE TABLES........................................  EXHIBIT A
FORM OF SUBSCRIPTION AGREEMENT AND
SUBSCRIPTION AGREEMENT SIGNATURE
PAGE...........................................................  EXHIBIT B
DIVIDEND REINVESTMENT PLAN......................................  EXHIBIT C

(ii)

SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless the context requires otherwise, the term "Company" includes Wells
Operating Partnership, L.P., a Delaware limited partnership (the "Operating
Partnership").  See "Glossary" for the definitions of certain terms used in this
Prospectus.  Investors should carefully consider the information set forth under
the heading "Risk Factors."

THE COMPANY:            Wells Real Estate Investment Trust, Inc. was
incorporated in July 1997 as a Maryland corporation, and
intends to qualify as a REIT. The Company's principal
place of business and registered office is located at
the office of the Advisor: 3885 Holcomb Bridge Road,
Norcross, Georgia 30092, and its telephone number at
that office is 800-448-1010. The Company intends to
operate as an "Up-REIT" through the use of the Operating
Partnership for acquisitions of properties.

ADVISOR:                Wells Capital, Inc., incorporated in Georgia in April
1984, is the Advisor and will make all investment
decisions for the Company, subject to approval by the
Board of Directors in certain circumstances. See "The
Advisor and the Advisory Agreement." The Advisor is an
affiliate of the Company. See "Conflicts of Interest."
For information regarding the previous experience of the
Advisor and its Affiliates in the management of real
estate limited partnerships, see "Prior Performance
Summary."

SECURITIES OFFERED:     A Minimum Offering of 125,000 Shares and a Maximum
Offering of 16,500,000 Shares (the "Maximum Offering").
The Maximum Offering includes up to 1,500,000 Shares to
be issued pursuant to the Reinvestment Plan and up to
600,000 shares to be issued pursuant to the Soliciting
Dealer Warrants. The Shares issued in this Offering and
under the Reinvestment Plan are offered at a price of
$10 per share.

RISK FACTORS:           An investment in the Shares involves various risks
including the following:

.  To ensure that the Company will not fail to qualify
as a REIT, the Articles of Incorporation, subject to
certain exceptions, will limit any person from
owning, directly or indirectly, more than 9.8% of the
outstanding Shares or more than 9.8% of the number of
outstanding shares of any class of the Company's
preferred stock.

.  Initially, the Shares will not be listed (and
therefore not traded) on a securities exchange or any
over-the-counter market. However, the Board of
Directors may elect to so list the Shares in the
future (the "Listing") though there can be no
assurances that the Company will ever qualify for
such a Listing. Listing does not assure liquidity.
There can be no assurance that a market for the
Shares will develop. In the event that Listing does
not occur by January 30, 2008 (ten years after the
initial date of this Prospectus), the Company will be
dissolved. See "Description of Capital Stock--
Articles of Incorporation and Bylaw Provisions."

.  Shareholders must rely on the Advisor and the Board
of Directors, who will have full responsibility for
the day-to-day management of the Company.

.  The number of properties that the Company will
acquire and the diversification of its investments
will be reduced to the extent that less than the
maximum number of Shares are sold. Lack of
diversification of 

1

the Company's investments will increase the risks
associated with an investment in the Shares.

.  This Offering involves payment of substantial fees to
the Advisor and other Affiliates, some of which will
be payable regardless of the success or failure of
the Company.

. Distributions to investors in certain real estate
programs previously sponsored by the Advisor and its
Affiliates have fluctuated with real estate business
cycles and other external market conditions, as well
as varying occupancy levels, amounts of capital
improvements and other necessary expenses for each
property owned by such other programs. Accordingly,
there are no assurances that properties acquired by
the Company will be profitable. See "Prior
Performance Summary."

. The Company will be subject to market and economic
risks associated with investments in real estate,
which means that both the amount of cash the Company
will receive from the lessees of its properties and
the future value of its properties cannot be
predicted. Accordingly, Cash Available for
Distribution and the value of the Company's real
estate investments will be dependent upon fluctuating
market and economic conditions.

. The Company does not own any real property, and the
Advisor has not identified any properties in which
there is a reasonable probability that the Company
will invest. Accordingly, investors will not have the
opportunity to evaluate the properties that the
Company will acquire and must rely totally upon the
ability of the Advisor and the Board of Directors
with respect to the acquisition of properties.

.  A portion of the proceeds available for Investment in
properties may be invested in the acquisition and
construction of undeveloped properties, which involve
risks relating to the builder's ability to control
construction costs, failure to perform, or failure to
build in conformity with plan specifications and
timetables, thus potentially subjecting the Company
to cost overruns and time delays for properties under
construction. Increased costs of newly constructed
properties may have the effect of reducing Cash
Available for Distribution, while construction delays
may have the effect of delaying cash flow from the
operation of such properties.

.  As a result of the fact that the Advisor and its
Affiliates serve as general partners of real estate
limited partnerships with investment objectives
similar to the Company's and will continue to engage
in other business activities, the Advisor will have
conflicts of interest in allocating its time between
the Company and such partnerships and activities. The
Advisor also will have conflicts of interest when
evaluating potential investments for the Company in
deciding which entity will acquire a particular
property, and in leasing properties in the event that
the Company and another program managed by the
Advisor or its Affiliates were to compete for the
same tenants in negotiating leases.

.  The Company intends to borrow money in connection
with the construction and development of properties.
Accordingly, the Company will be subject to risks
normally associated with debt financing, including

2

the risk that the Company will not be able to meet
its debt service obligations, and, to the extent that
it cannot, the risk that the Company may lose its
investment in any properties encumbered by debt.

.  The Company intends to elect to be taxed as a REIT
for federal income tax purposes. In order to qualify
to be taxed as a REIT, the Company must meet numerous
organizational and operating requirements. While the
Company has received an opinion of counsel that it
will qualify to be taxed as a REIT, this opinion is
not binding on the Service or any court. In the event
that the Company fails to qualify as a REIT, it will
be taxed as a corporation, which could have a
material adverse effect on the Company's Cash
Available for Distribution.

See "Risk Factors" for a discussion of the risk
factors relating to an investment in the Shares.

TERMS OF THE OFFERING:     The Offering will commence upon the date of this
Prospectus and will continue until and terminate upon
the earlier of (i) two years after the date of this
Prospectus, or (ii) the date on which an aggregate of
15,000,000 Shares (excluding Shares sold pursuant to
the Dividend Reinvestment Plan) have been sold,
provided, that if the Minimum Offering is not sold
within one year of the date of this Prospectus, the
Offering will be terminated and investors' funds,
with interest and not net of escrow expenses, will be
returned promptly. Subscription proceeds will be held
in escrow until investors are admitted as
shareholders, which will occur no less often than
quarterly.

PROPERTIES:                The Company will seek to acquire and operate
commercial properties, including without limitation,
office buildings, shopping centers, business and
industrial parks and other commercial and industrial
properties, including properties which are under
construction or development, 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 certain of
its Affiliates and the present and future real estate
limited partnership sponsored by the Advisor for the
acquisition of properties. As of the date of this
Prospectus, the Company has neither purchased nor
contracted to purchase any properties, nor has the
Advisor identified any properties in which there is a
reasonable probability that the Company will invest.
The Company may incur indebtedness of up to 50% of
its properties' aggregate value. Such limitation,
however, does not apply to individual properties. The
Company intends to use the straight-line depreciation
method for its properties. See "Real Property
Investments," "Investment Objectives and Criteria,"
"Conflicts of Interest," and "Glossary."

ESTIMATED USE OF
PROCEEDS OF OFFERING:     It is anticipated that approximately 84% of the
proceeds of this Offering will actually be invested
in properties, and the remainder will be used to pay
selling commissions and fees and expenses relating to
the selection and acquisition of properties and the
costs of organizing the Company and the Offering. See
"Estimated Use of Proceeds" for a more detailed
discussion of the Company's estimated use of the
proceeds of the Offering, which includes proceeds
from shares

3

sold pursuant to the Reinvestment Plan, but excludes
proceeds from shares sold pursuant to the Soliciting
Dealer Warrants. See also "Management Compensation"
regarding the compensation and fees to be paid to the
Advisor and other Affiliates.

INVESTMENT OBJECTIVES:     The Company's objectives are: (i) to preserve,
protect and return the Invested Capital (as defined
herein) of the shareholders; (ii) to maximize Cash
Available for Distribution; (iii) to realize capital
appreciation upon the ultimate sale of Company's
properties; and (iv) to provide shareholders with
liquidity of their investment within ten years after
the commencement of the Offering through either (a)
the Listing of the Shares, or (b) if Listing does not
occur within ten years following the commencement of
the Offering, the dissolution of the Company and
orderly liquidation of its assets. Distributions to
investors in certain real estate investment programs
previously sponsored by the Advisor, as shown in the
Prior Performance Tables included as Exhibit A
hereto, have fluctuated with real estate business
cycles and other external market conditions, as well
as varying occupancy levels, amounts of capital
improvements and other necessary expenses for each
property owned by such other programs. Many of the
real properties in which such prior programs have
invested have experienced the same economic problems
as other real estate investments in recent years,
including without limitation, general over-building
and an excess of supply in many markets, along with
increased operating costs and a general downturn in
the real estate industry. These prior Funds have not
yet sold any real property investments and thus no
evaluation can be made as to whether these prior
programs will achieve their objectives of returning
capital contributions or realizing capital
appreciation upon the sale of such properties. See
"Investment Objectives and Criteria" and "Prior
Performance Summary."

CONFLICTS OF INTEREST:     The Advisor and other Affiliates will experience
conflicts of interest in connection
with the management of the Company,
including the following:

.    The Advisor and certain of its Affiliates serve
as general partners of real estate limited
partnerships that have objectives similar to the
Company's and expect that they will organize
additional real estate partnerships in the
future. As a result, investors should be aware
that the Advisor will have to allocate its time
between the Company and such partnerships and
activities and may have conflicts of interest in
deciding which entity will acquire a particular
property.

.    The Company may acquire properties in the same
geographic areas where other properties owned or
managed by the Advisor or other Affiliates are
located, resulting in potential conflicts in the
leasing or resale of the Company's properties in
the event that the Company and another program
managed by the Advisor were to attempt to
compete for the same tenants in negotiating
leases or to sell similar properties at the same
time.

.    Since it is anticipated that the Company's
properties will be managed by the Management
Company, an Affiliate of the Advisor, the
Company will not have the benefit of independent
property management, and investors must rely on
the Advisor and the Management Company, for
management of the Company's properties.

.   The Company is likely to enter into one or more
joint ventures for the acquisition and operation
of specific properties with one or more real
estate limited partnerships sponsored by the
Advisor and other Affiliates,

4

resulting in potential conflicts of interest in
determining which program should enter into a
particular joint venture, in structuring the
terms of the relationship and in managing the
joint venture. In addition, the Company may
purchase properties from the Advisor and other
Affiliates (with no profit to the Advisor or
such selling Affiliate), resulting in conflicts
of the Advisor based on its relationship with
both parties to such transactions. See
"Conflicts of Interest."

.   Fees payable to the Advisor and other Affiliates
in connection with Company transactions
involving the purchase, management and sale of
Company properties are not the result of arm's-
length negotiations and will be payable
regardless of the quality of the property
acquired or the services provided to the
Company.

.   The conflicts of interest created at the time of
a sale of a property by: (a) the loss of
management fees by the Management Company
conflicting with the brokerage fee which may be
received by the Advisor, and (b) the receipt of
brokerage fees by the Advisor conflicting with
the advisability of such a sale.

.   The Company's Affiliates include Wells Capital,
Inc.--the Advisor, Wells Investment Securities,
Inc.--the Dealer Manager, Wells Management
Company, Inc.--the Management Company, Wells
Operating Partnership, L.P.--the Operating
Partnership, and Wells Development Corporation--
the Development Company.

See "Conflicts of Interest" for a discussion of the
various conflicts of interest relating to an
investment in the Shares.

PRIOR OFFERING SUMMARY:     The Advisor and its Affiliates have previously
sponsored eleven publicly offered real estate
limited partnerships on an unspecified property or
"blind pool" basis (the "Prior Wells Public
Programs"). The total amount of funds raised from
the approximately 24,000 investors in the Prior
Wells Public Programs as of August 31, 1997 was
approximately $257,000,000, and the amount of such
funds invested in properties as of August 31, 1997,
was approximately $200,000,000. Distributions to
investors in certain real estate investment programs
previously sponsored by the Advisor have fluctuated
with real estate business cycles and other external
market conditions, as well as varying occupancy
levels, amounts of capital improvements and other
necessary expenses for each property owned by such
other programs. The "Prior Performance Summary"
section of this Prospectus contains a discussion of
the Prior Wells Public Programs. Certain statistical
data relating to the Prior Wells Public Programs are
contained in the Prior Performance Tables included
as Exhibit A to this Prospectus.

COMPENSATION TO ADVISOR     The Advisor and other Affiliates will receive 
AND OTHER AFFILIATES:      compensation and fees for services relating to this
Offering and in connection with the investment and
management of the Company's assets, which are not
the result of arm's-length negotiations and will be
paid regardless of the quality of the property
acquired or the services provided to the Company.
The most significant items of compensation are:

Offering Stage: Selling Commissions of 7%
($10,500,000 at the Maximum Offering and $87,500 at
the Minimum Offering) payable to the Dealer Manager;
one Soliciting Dealer Warrant for every 25 Shares
sold, issuable to the Dealer

5

Manager, all or a part of which may be reallowed to
unaffiliated participating broker-dealers; a
Marketing and Due Diligence Fee for marketing
support and due diligence reimbursements of up to
2.5%, comprised of .5% for due diligence
reimbursements and 2% for marketing support
($3,750,000 at the Maximum Offering and $31,250 at
the Minimum Offering); and up to 3% ($4,500,000 at
the Maximum Offering and $37,500 at the Minimum
Offering) of Gross Offering Proceeds as a
reimbursement of costs and expenses of organizing
the Company, including legal, accounting, printing,
marketing and other offering expenses (the
"Organization and Offering Expense Fee"), a majority
of which will be paid to third parties unaffiliated
with the Advisor.

Acquisition Stage: A fee of up to 3% ($4,500,000) of
Gross Offering Proceeds in connection with the
selection, valuation and acquisition of properties
(subject to certain overall limitations) (the
"Acquisition and Advisory Fees"), which is payable
to the Advisor (an Affiliate of the Company)
regardless of the quality of the properties acquired
by the Company; and reimbursement of costs and
expenses for the acquisition of properties.

Operational Stage: Property management fee (the
"Management Fee") payable to the Management Company
in an amount equal to 4.5% of the gross rental
income from each property, approximately 2% to 3% of
which is expected to be generated from direct tenant
chargebacks, resulting in a net amount payable by
each property of approximately 1.5% to 2.5%; and in
the case of leases to new tenants, an initial
leasing fee equal to the lesser of (i) the first
month's rent under the applicable lease or (ii) the
amounts charged by unaffiliated persons rendering
comparable services in the same geographic area. A
real estate brokerage commission of up to 3% of the
sale price of properties sold by the Company will be
payable to the Advisor.

Also, a Listing Fee shall be payable to the Advisor
generally equal to 10% of the amount by which the
adjusted market value of the Company exceeds the
adjusted amount of capital invested in the Company.

Liquidation Stage: After all shareholders have
received a return of their Invested Capital and an
8% per annum cumulative, noncompounded return on
their Invested Capital from inception until the date
of the property sale (the "Common Return"), then the
Advisor is entitled to receive (a) a return of
contributed capital in Liquidating Distributions,
and (b) 10% of remaining amounts of Nonliquidating
Net Sale Proceeds and Liquidating Distributions
available for distribution. Payment of certain fees
is subject to conditions and restrictions or to
change under certain specified circumstances. The
Advisor and other Affiliates also may receive
reimbursement for out-of-pocket expenses that they
incur on behalf of the Company, subject to certain
expense limitations, and a subordinated incentive
fee if Listing occurs.

SHARE REDEMPTION:           The Company may use proceeds received from sales of
Shares pursuant to the Reinvestment Plan to redeem
Shares at its sole discretion. Shareholders will
have no right to request that the Company redeem
their Shares after Listing.

DIVIDEND REINVESTMENT PLAN: The Company will establish the Reinvestment Plan
pursuant to which shareholders who elect to
participate may have their dividends from the
Company automatically invested in Shares.
Shareholders who participate in the Reinvestment
Plan will be

6

allocated their share of the Company's taxable
income even though such shareholders will receive no
cash distributions from the Company, which may
result in tax liability for such participants even
though they would receive no cash distributions with
which to pay such tax liability. The Company may
terminate the Reinvestment Plan for any reason at
any time with ten days' prior notice to
participants. See "Dividend Reinvestment Plan" and
"Risk Factors--Fed eral Income Tax Risks."

DISTRIBUTION POLICY:        As a REIT, the Company will be required to
distribute to its shareholders at least 95% of its
annual net taxable income. Because the Company has
not identified any probable acquisitions, there can
be no assurances as to when the Company will begin
to generate net taxable income and to make 
distributions.

TAX STATUS:                 The Company intends to qualify and will elect to be
taxed as a REIT under sections 856 through 860 of
the Code, commencing with the taxable year ending
December 31 of the year in which the Offering is
closed. If the Company qualifies for taxation as a
REIT, the Company generally will not be subject to
federal corporate income tax on its taxable income
that is distributed to its shareholders. A REIT is
subject to a number of organizational and
operational requirements, including a requirement
that it currently distribute at least 95% of its
annual taxable income. Although the Company does not
intend to request a ruling from the Internal Revenue
Service (the "Service) as to its REIT status, the
Company has received an opinion of Hunton &
Williams, its legal counsel, that the Company will
qualify as a REIT for its taxable year ending
December 31 of the year in which the Offering is
closed, and the Company's organization and proposed
method of operation will enable it to continue to
qualify as a REIT, which opinion is based on certain
assumptions and representations about the Company's
ongoing businesses and investment activities and
other matters. No complete assurance can be given
that the Company will be able to comply with such
assumptions and representations in the future.
Furthermore, such opinion is not binding on the
Service or on any court. Even if the Company
qualifies for taxation as a REIT, the Company may be
subject to certain federal state and local taxes on
its income and property. Failure to qualify as a
REIT would render the Company subject to federal
income tax (including any applicable alternative
minimum tax) on its taxable income at regular
corporate rates and distributions to the Company's
shareholders in any such year would not be
deductible. See "Risk Factors--Legal Risks--Tax
Risks" and "Federal Income Tax Considerations --
Taxation of the Company."

OPERATING PARTNERSHIP:      The Company intends to own its properties through
the Operating Partnership. Initially, the Company
will be the sole general partner of the Operating
Partnership, and the Advisor will contribute
$200,000 to the Operating Partnership and will be
the sole limited partner thereof. This "UPREIT"
structure will allow the Company to acquire
properties by exchanging units of limited
partnership interest in the Operating Partnership
("OP Units") for interests in properties, which
generally will allow sellers of properties to defer
gain recognition with respect to such properties.
Holders may redeem OP Units for cash equal to the
value of one Share or, at the option of the Company,
holders may receive one Share for each tendered OP
Unit.

7

LISTING:                    Initially, the Company's Shares will not be listed,
but the Board of Directors may elect to effect the
Listing of the Shares at any time following the
completion of the Offering, though there can be no
assurances that the Board of Directors will make
such election or that the Company will ever qualify
for Listing. In the event that the Listing does not
occur on or before January 30, 2008 (ten years after
the date of the Prospectus), the Company will
automatically terminate and dissolve, unless the
shareholders holding a majority of the Common Shares
vote to extend the duration of the Company.

8

RISK FACTORS

The purchase of Shares involves a number of risks.  In addition to the
factors set forth elsewhere in this Prospectus, prospective investors should
consider specifically the following:

INVESTMENT RISKS

LACK OF LIQUIDITY OF SHARES.  Shareholders may not be able to sell their
Shares promptly at a desired price; therefore, the Shares should be considered
as a long-term investment only.  Currently there is no public market for the
Shares.  The Board of Directors, with or without the consent of the
shareholders, may apply for Listing of the Shares if the Board of Directors
(including a majority of Independent Directors) determines Listing to be in the
best interests of the shareholders.  There can be no assurance, however, that
the Company will apply for Listing, that any such application will be made
before the passage of a significant period of time, that any application will be
accepted or, even if accepted, that a public trading market will develop,  In
any event, the Articles of Incorporation provide that the Company will not apply
for Listing before the completion or termination of the Offering.  See
"Description of Capital Stock."

TOTAL RELIANCE ON THE ADVISOR.  All decisions with respect to the
management of the Company will be made by the Advisor, with oversight from the
Board of Directors.  The shareholders will have no right or power to take part
in the management of the Company except through the exercise of their voting
rights, which are limited.  The Advisor may be removed under certain conditions,
as set forth in the Advisory Agreement, subject to payment and release from all
obligations incurred by the Advisor in connection with its role as advisor.
Further, the Advisor has the ability to assign the Advisory Agreement to an
affiliate, subject to approval by the Company's Independent Directors.  In such
case, the shareholders will not be able to vote on such new Advisor, and there
can be no assurances that such new Advisor will perform satisfactorily.  See
"Management," "Management Compensation" and "The Advisor and the Advisory
Agreement."

CONFLICTS OF INTEREST RELATED TO THE COMPANY'S AFFILIATES. In connection
with its relationship with the Advisor and other Affiliates, the Company has
several conflicts of interest, including the following: (a) The Advisor and
certain of its Affiliates serve as general partners of real estate limited
partnerships that have objectives similar to the Company's and expect that they
will organize additional real estate partnerships in the future. As a result,
investors should be aware that the Advisor will have to allocate its time
between the Company and such partnerships and activities and may have conflicts
of interest in deciding which entity will acquire a particular property; (b) The
Company may acquire properties in the same geographic areas where other
properties owned or managed by the Advisor or other Affiliates are located,
resulting in potential conflicts in the leasing or resale of the Company's
properties in the event that the Company and another program managed by the
Advisor were to attempt to compete for the same tenants in negotiating leases or
to sell similar properties at the same time; (c) Since it is anticipated that
the Company's properties will be managed by the Management Company, an Affiliate
of the Advisor, the Company will not have the benefit of independent property
management, and investors must rely on the Advisor and the Management Company,
for management of the Company's properties; (d) The Company is likely to enter
into one or more joint ventures for the acquisition and operation of specific
properties with one or more real estate limited partnerships sponsored by the
Advisor and other Affiliates, resulting in potential conflicts of interest in
determining which program should enter into a particular joint venture, in
structuring the terms of the relationship and in managing the joint venture. In
addition, the Company may purchase properties from the Advisor and other
Affiliates (without profit to such selling Affiliates) resulting in conflicts of
the Advisor based on its relationship with both parties to such transactions;
(e) Fees payable to the Advisor and other Affiliates in connection with Company
transactions involving the purchase, management and sale of Company properties
are not the result of arm's-length negotiations and will be payable regardless
of the quality of the property acquired or the services provided to the Company;
(f) The conflicts of interest created at the time of a sale of a property by:
(i) the loss of management fees by the Management Company conflicting with the
brokerage fee which may be received by the Advisor, and (ii) the receipt of
brokerage fees by the Advisor conflicting with the advisability of such a sale.
The Company's Affiliates include Wells Capital, Inc.--the Advisor, Wells
Investment Securities, Inc.--the Dealer Manager, Wells Management Company, Inc.
- --the Management Company, Wells Operating Partnership, L.P.--the Operating
Partnership, and Wells Development Corporation--the Development Company.
Collectively, these several

9

relationships among the Company and the Affiliates reduce substantially the
presence of independent, arm's length managerial and advisory influence on the
operations of the Company. Consequently, such affiliated relationships and
conflicts of interest have the potential to reduce the Company's financial
performance and return to investors. See "Conflicts of Interest" and "The
Advisor and Advisory Agreement."

POSSIBLE LACK OF DIVERSIFICATION RESULTING FROM SUBSCRIPTIONS FOR LESS THAN
THE MAXIMUM NUMBER OF SHARES.  To the extent that less than the Maximum Offering
is sold, the diversification of the Company's investments will be decreased and
the extent to which the Company's profitability will be affected by any one of
its investments will increase.  Specifically, the various types of real estate
assets in which the Company invests and the geographic diversity of such assets
will be reduced proportionally.  Consequently, the effects of the financial
performance of such fewer assets will be concentrated and thus the risks of poor
financial performance will be increased.  Further, reduced geographic diversity
of the Company's properties will increase the Company's reliance on (and
therefore risks) related to regional economic conditions.  Accordingly, lack of
diversification of the Company's investments will have the effect of increasing
the risks associated with an investment in the Shares.  See "Estimated Use of
Proceeds" and "Investment Objectives and Criteria."

SUBSTANTIAL MANAGEMENT COMPENSATION; PROCEEDS TO BENEFIT AFFILIATED
PARTIES.  The Advisor and the other Affiliates will perform services for the
Company in connection with the offer and sale of Shares, the selection and
acquisition of the Company's properties, and the management and leasing of the
Company's properties, and will receive substantial compensation from the Company
in consideration for these services.  In connection with the Offering, the
Dealer Manager will receive 7% ($10,500,000 at the Maximum Offering) of the
Gross Offering Proceeds as a Selling Commission and a Marketing and Due
Diligence Fee equal to 2.5% ($3,750,000 at the Maximum Offering) for marketing
and due diligence reimbursements, substantially all of which is expected to be
reallowed to participating broker-dealers.  In connection with the review and
evaluation of potential acquisitions, the Advisor will receive Acquisition and
Advisory Fees equal to 3% ($4,500,000 at the Maximum Offering) of the Gross
Offering Proceeds.  In connection with the management and leasing of properties,
the Management Company will receive a fee equal to 4.5% of the gross rental
income from each property as well as certain leasing fees, though approximately
2% to 3% of such 4.5% fee is expected to be generated from direct chargebacks to
tenants of such properties, resulting in a net fee payable by the properties of
1.5% to 2.5%.  The amount of such compensation has not been determined in arm's-
length negotiations, and such amounts will be payable regardless of the quality
of services provided to the Company.  Further, the Selling Commission, Marketing
and Due Diligence Fee, Organization and Offering Expense Fee and the initial
Acquisition and Advisory Fees will be paid to Affiliates prior to any
distributions to shareholders.  See "Management Compensation" and "Conflicts of
Interest."

NO IDENTIFIED SOURCES FOR FUNDING OF FUTURE CAPITAL NEEDS.  As the Company
raises capital from investors, 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 order to qualify as a
REIT, the Company must distribute to its shareholders at least 95% of its annual
taxable income.  Therefore, it is not anticipated that the Company will maintain
any meaningful permanent working capital reserves.  Accordingly, in the event
that the Company develops a need for additional capital in the future for the
improvement of its properties or for any other reason, no sources for such
funding have been identified, and no assurance can be made that such sources of
funding will be available to the Company for potential capital needs in the
future or, if available, that such funds can be obtained on economically
feasible terms.  See "Estimated Use of Proceeds" and "Investment Objectives and
Criteria."

JOINT VENTURES MAY NEGATIVELY AFFECT THE COMPANY.  The Company is likely to
enter into one or more joint ventures with Affiliates for the acquisition,
development or improvement of properties.  In this regard, the Company may enter
into joint ventures with future programs sponsored by the Advisors or other
Affiliates or with one or more Prior Wells Public Programs.  The Company may
purchase and develop properties in joint ventures or in partnerships, co-
tenancies or other co-ownership arrangements with the Advisor or other
Affiliates, the sellers of the properties, affiliates of the sellers, developers
or other persons.  Such investments may, under certain circumstances, involve
risks not otherwise present, including, for example, the possibility that the
Company's 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 inconsistent with the business
interests or goals of the Company, or that such co-venturer, co-tenant or
partner may be in a position to take action contrary to the instructions or the
requests of the Company or contrary to the Company's policies or objectives.
Actions by such a co-venturer, co-tenant or partner might

10

have the result of subjecting the applicable property to liabilities in excess
of those otherwise contemplated and may have the effect of reducing Cash
Available for Distribution. In the event a co-venturer has a right of first
refusal to buy out the other co-venturer, it may be unable to finance such buy-
out at that time. It may also be difficult for the Company to sell its interest
in any such joint venture or partnership or as a co-tenant in such property. In
addition, to the extent that the Company's co-venturer or partner is the Advisor
or one of its Affiliates, certain conflicts of interest will exist. See
"Conflicts of Interest--Joint Ventures with the Advisor and other Affiliates."

ANTI-TAKEOVER EFFECTS OF GOVERNING DOCUMENTS AND MARYLAND LAW.  Certain
provisions of the Company's Articles of Incorporation, including the ownership
limitations, transfer restrictions and ability to issue preferential preferred
stock, may have the effect of preventing, delaying or discouraging takeovers of
the Company by third parties.  In addition, certain provisions of the Maryland
General Corporation Law ("MGCL"), including the restrictions on certain business
combinations and control share acquisitions, may have a similar effect.  See
"Description of Capital Stock."

REINVESTMENT PLAN PROCEEDS MAY NOT BE USED TO ACQUIRE PROPERTIES.  Proceeds
from sale of Shares in the Reinvestment Plan may, in the Advisor's discretion,
be used to fund the Share Repurchase Program rather than for the funding of real
estate investment.  In such case, the Company's real estate investments, and
therefore the underlying value of the Shares and potential distributions to
shareholders, will not be increased by the amount of net proceeds so directed
into the Share Repurchase Program.  See "Summary of Reinvestment Plan."

REAL ESTATE RISKS

FLUCTUATING FINANCIAL PERFORMANCE OF PREVIOUSLY SPONSORED PROGRAMS.
Distributions to investors in certain real estate investment programs previously
sponsored by the Advisor have fluctuated with real estate business cycles and
other external market conditions, as well as varying occupancy levels, amounts
of capital improvements and other necessary expenses for each property owned by
such other programs. The real properties in which the Prior Wells Public
Programs have invested have experienced the same economic problems as other real
estate investments in recent years, including, without limitation, general over-
building and an excess of supply in many markets, along with increased operating
costs and a general downturn in the real estate industry. The historical
fluctuations in net income of the Prior Wells Public Programs were primarily due
to tenant turnover, resulting in increased vacancies and the requirement to
expend funds for tenant refurbishments, and increases in administrative and
other operating expenses. Specifically, certain of the Prior Wells Public
Programs suffered decreases in net income during the real estate recession of
the late 1980s and early 1990s, which decreases were generally attributable to
the overall downturn in the economy and in the real estate market in particular.
Because of the cyclical nature of the real estate market, such downturns in the
performance of a real estate program could occur at any time in the future when
economic conditions decline. None of the Prior Wells Public Programs has
liquidated or sold any of its real properties to date and, accordingly, no
assurance can be made that such programs will ultimately be successful in
meeting their investment objectives. There are no assurances that properties
acquired by the Company will not also experience fluctuating financial
performance. See "Prior Performance Summary" and the Prior Performance Tables
included as Exhibit A hereto.

POTENTIAL ADVERSE ECONOMIC AND REGULATORY CHANGES.  The Company 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, and changes in tax, real estate, environmental and
zoning laws.  Periods of high interest rates and tight money supply may make the
sale of properties more difficult.  For these and other reasons, no assurance of
profitable operation or realization of gains from the sales of the Company's
properties can be given.  See "Investment Objectives and Criteria."

"BLIND POOL" OFFERING; LACK OF PROPERTIES REQUIRES TOTAL RELIANCE ON
ABILITIES OF ADVISOR.  This Offering is commonly referred to as a "blind pool"
offering in that the Advisor has not identified any properties in which there is
a reasonable probability that the Company will invest.  Investors must rely upon
the ability of the Advisor and the Board of Directors with respect to the
investment of the proceeds of this Offering and the management of the
unspecified properties and will not have an opportunity to evaluate for
themselves the relevant economic, financial and other information regarding the
specific properties in which the proceeds of this Offering will be invested.
Accordingly, the

11

risk of investing in the Shares may be increased. No assurance can be given that
the Company will be successful in obtaining suitable investments or that, if
investments are made, the objectives of the Company will be achieved. See
"Estimated Use of Proceeds," "The Advisor and Advisory Agreement" and
"Investment Objectives and Criteria."

INDEBTEDNESS ON PROPERTIES BRINGS RISKS.  The Company intends to borrow
money in connection with the construction and development of properties.
Accordingly, the Company will be subject to risks normally associated with debt
financing, including the risk that the Company will not be able to meet its debt
service obligations, and, to the extent that it cannot, the risk that the
Company may lose its investment in any properties encumbered by debt.  The
Company may incur indebtedness of up to 50% of the properties' aggregate value,
though such debt limitation does not apply to individual properties.  However,
the Company expects that its aggregate indebtedness generally will not exceed
such 50% limit.  Accordingly, the Company and its properties may be moderately
leveraged, which could have adverse consequences to the Company, including the
potential for loss of one or more properties if any such secured debt is
defaulted upon and imposition of operating restrictions on the Company by such
lenders.  See "Investment Objectives and Criteria--Borrowing Policies."

POTENTIAL INCREASED COSTS AND DELAYS RELATED TO PROPERTY DEVELOPMENT.  The
Company may invest some or all of the net proceeds of this Offering in the
acquisition and development of properties upon which it will develop and
construct improvements at a fixed contract price, provided that the Company may
not invest more than 10% of is total assets in properties which are not expected
to produce income within two years of their acquisition.  In this regard, the
Company 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
the Company to rescind its purchase or the construction contract or to compel
performance.  Performance also may be affected or delayed by conditions beyond
the builder's control.  Delays in completion of construction could also give
lessees the right to terminate preconstruction leases for space at a newly
developed project.  Additional risks may be incurred where the Company makes
periodic progress payments or other advances to such builders prior to
completion of construction.  However, the Company will make such payments only
after having received a certification from an independent architect or an
independent engineer, or both, as to the percentage of the project which has
been completed and as to the dollar amount of the construction then completed.
Factors such as those discussed above can result in increased costs of a project
and a corresponding depletion of the Company's working capital reserves or loss
of the Company's investment.  In addition, the Company will be subject to normal
lease-up risks relating to newly constructed projects.  Furthermore, the price
to be paid for a property upon which improvements are to be constructed or
completed, which price is normally agreed upon at the time of acquisition, of
necessity must be based upon projections of rental income and expenses or fair
market value of the property upon completion of construction, which are not
certain until after a number of months of actual operation.  See "Investment
Objectives and Criteria--Development and Construction of Properties."

COMPETITION FOR INVESTMENTS.  The Company will experience competition for
real property investments from individuals, corporations and bank and insurance
company investment accounts, as well as other real estate investment
partnerships, including the Prior Wells Public Programs, real estate investment
trusts and other entities engaged in real estate investment activities.  For
example, one Prior Wells Public Program has approximately $11,000,000 available
for real estate investments, and another will be seeking up to $35,000,000 in
investments, both of which will compete with the Company for real estate
investment opportunities and both of which are managed by the Advisor.
Competition for investments may have the effect of increasing costs and reducing
Cash Available for Distribution.  See "Conflicts of Interest."

POTENTIAL ADVERSE EFFECTS OF DELAYS IN INVESTMENTS.  Delays which may take
place in the selection, acquisition and development of properties could
adversely affect the per Share Cash Available for Distribution as a result of
the lower returns that will be received by the Company if it is required to
invest in short-term investments.  Also, where properties are acquired prior to
the commencement of construction or during the early stages of construction, it
will typically take several months to complete construction and rent available
space.  See "Investment Objectives and Criteria."

FAILURE TO LIST AND RESULTING LIQUIDATION MAY ADVERSELY AFFECT RETURNS TO
STOCKHOLDERS.  The Company intends, to the extent consistent with its objective
of qualifying as a REIT, to reinvest Net Sales Proceeds from the sale of its
properties in additional properties for at least the first five to ten years
after commencement of the Offering.

12

Unless Listing occurs within ten years after commencement of the Offering, the
Company will undertake, to the extent consistent with the Company's objective of
qualifying as a REIT, the orderly sale of the Company's assets, the distribution
of the Net Sales Proceeds of such sales to stockholders, and will engage only in
activities related to its orderly liquidation unless the stockholders elect
otherwise. If Listing occurs, the Company will become a perpetual life entity,
and Net Sales Proceeds may be reinvested in other properties for an indefinite
period of time. Neither the Advisor nor the Board of Directors may be able to
control the timing of sales due to market conditions, and there can be no
assurance that the Company will be able to sell its assets so as to return
stockholders' aggregate Invested Capital, or to generate a profit for the
stockholders. Invested Capital, in the aggregate, will be returned to
shareholders upon disposition of the Company's properties only if the properties
are sold for more than their original purchase price, although return of
capital, for federal income tax purposes, is not necessarily limited to
stockholder distributions following sales of properties. See "Federal Income Tax
Considerations." In the event that a purchase money obligation is taken in
partial payment of the sales price of a property, the proceeds of the sale will
be realized over a period of years.

POTENTIAL LIABILITIES RELATED TO ENVIRONMENTAL MATTERS.  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, under or in
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.  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 its properties, the Company 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 Company and, consequently, Cash
Available for Distribution.  See "Real Property Investments."

UNINSURED LOSSES.  Material damages at one or more of its Properties that
are not covered, or not adequately covered, by insurance could have a material
adverse effect on the Company.  Although the Company believes it is adequately
insured, there can be no assurances that material uninsured losses will not
occur in the future.

TAX RISKS

FAILURE TO QUALIFY AS A REIT.  The Company intends to operate so as to
qualify as a REIT for federal income tax purposes.  Although the Company has not
requested, and does not expect to request, a ruling from the Service that it
qualifies as a REIT, it has received an opinion of its counsel that, based on
certain assumptions and representations, it so qualifies.  Investors should be
aware, however, that opinions of counsel are not binding on the Service or any
court.  The REIT qualification opinion only represents the view of counsel to
the Company based on counsel's review and analysis of existing law, which
includes no controlling precedent.  Furthermore, both the validity of the
opinion and the qualification of the Company as a REIT will depend on the
Company's continuing ability to meet various requirements concerning, among
other things, the ownership of its outstanding stock, the nature of its assets,
the sources of its income, and the amount of its distributions to its
shareholders.  See "Federal Income Tax Considerations--Taxation of the Company."

If the Company were to fail to qualify as a REIT for any taxable year, the
Company would not be allowed a deduction for distributions to its shareholders
in computing its taxable income and would be subject to federal income tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates.  Unless entitled to relief under certain Code
provisions, the Company also would be disqualified from treatment as a REIT for
the four taxable years following the year during which qualification was lost.
As a result, Cash Available for Distribution would be reduced for each of the
years involved.  Although the Company intends to operate in a manner intended to
allow it to qualify as a REIT, it is possible that future economic, market,
legal, tax or other considerations may cause the Board of Directors to revoke
the Company's REIT election.  See "Federal Income Tax Considerations."

REIT MINIMUM DISTRIBUTION REQUIREMENTS; POSSIBLE INCURRENCE OF ADDITIONAL
DEBT.  In order to qualify as a REIT, the Company generally will be required
each year to distribute to its shareholders at least 95% of its net taxable

13

income (excluding any net capital gain).  In addition, the Company will be
subject to a 4% nondeductible excise tax on the amount, if any, by which certain
distributions paid by it with respect to any calendar year are less than the sum
of (i) 85% of its ordinary income for that year, (ii) 95% of its capital gain
net income for that year, and (iii) 100% of its undistributed taxable income
from prior years.

The Company intends to make distributions to its shareholders to comply
with the 95% distribution requirement and to avoid the nondeductible excise tax.
The Company's income will consist primarily of its share of the income of the
Operating Partnership, and the Cash Available for Distribution by the Company to
its shareholders will consist of its share of cash distributions from the
Operating Partnership.  Differences in timing between (i) the actual receipt of
income and actual payment of deductible expenses and (ii) the inclusion of such
income and deduction of such expenses in arriving at taxable income of the
Company could require the Company, through the Operating Partnership, to borrow
funds on a short-term basis to meet the 95% distribution requirement and to
avoid the nondeductible excise tax.  The requirement to distribute a substantial
portion of the Company's net taxable income could cause the Company to
distribute amounts that otherwise would be spent on future acquisitions,
unanticipated capital expenditures or repayment of debt, which would require the
Company to borrow funds or to sell assets to fund the costs of such items. See
"Federal Income Tax Considerations --Taxation of the Company."

FAILURE OF THE OPERATING PARTNERSHIP TO BE CLASSIFIED AS A PARTNERSHIP FOR
FEDERAL INCOME TAX PURPOSES; IMPACT ON REIT STATUS.  Although the Company has
not requested, and does not expect to request, a ruling from the Service that
the Operating Partnership will be classified as a partnership for federal income
tax purposes, the Company has received an opinion of its counsel stating that
the Operating Partnership will be classified as a partnership, and not as a
corporation or association taxable as a corporation for federal income tax
purposes.  If the Service were to challenge successfully the tax status of the
Operating Partnership as a partnership for federal income tax purposes, the
Operating Partnership would be taxable as a corporation.  In such event, the
Company likely would cease to qualify as a REIT for a variety of reasons.
Furthermore, the imposition of a corporate income tax on the Operating
Partnership would reduce substantially the amount of Cash Available for
Distribution.  See "Federal Income Tax Considerations --Tax Aspects of the
Operating Partnership."

ERISA RISKS.  The Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and section 4975 of the Code prohibit certain transactions
that involve (i) certain pension, profit-sharing, employee benefit, or
retirement plans or individual retirement accounts (each, a "Plan") and (ii) the
assets of a Plan.  A "party in interest" or "disqualified person" with respect
to a Plan will be subject to (x) an initial 5% excise tax on the amount involved
in any prohibited transaction involving the assets of the Plan and (y) an excise
tax equal to 100% of the amount involved if any prohibited transaction is not
corrected.  Consequently, the fiduciary of a Plan contemplating an investment in
the Shares should consider whether the Company, any other person associated with
the issuance of the Shares, or any affiliate of the foregoing is or might become
a "party in interest" or "disqualified person" with respect to the Plan.  In
such a case, the acquisition or holding of Shares by or on behalf of the Plan
could be considered to give rise to a prohibited transaction under ERISA and the
Code.  See "ERISA Considerations--Employee Benefit Plans, Tax-Qualified
Retirement Plans, and IRAs" herein.

Regulations of the Department of Labor that define "plan assets" (the "Plan
Asset Regulations") provide that in some situations, when a Plan acquires an
equity interest in an entity, the Plan's assets include both the equity interest
and an undivided interest in each of the underlying assets of the entity, unless
one or more exceptions specified in the Plan Asset Regulations are satisfied.
In such a case, certain transactions that the Company might enter into in the
ordinary course of its business and operations might constitute "prohibited
transactions" under ERISA and the Code.  The assets of the Company should not be
deemed to be "plan assets" of any Plan that invests in the Shares.  See "ERISA
Considerations --Status of the Company and the Operating Partnership under
ERISA."

14

INVESTOR SUITABILITY STANDARDS

An investment in the Company involves significant risk.  An investment in
the Shares is suitable only for persons who have adequate financial means and
desire a relatively long-term investment with respect to which they do not
anticipate any need for immediate liquidity.

If the investor is an individual (including an individual beneficiary of a
purchasing IRA), or if the investor is a fiduciary (such as a trustee of a trust
or corporate pension or profit sharing plan, or other tax-exempt organization,
or a custodian under a Uniform Gifts to Minors Act), such individual or
fiduciary, as the case may be, must represent that he meets certain
requirements, as set forth in the Subscription Agreement attached as Exhibit B
to this Prospectus, including the following:

(i) that such individual (or, in the case of a fiduciary, that the
fiduciary account or the donor who directly or indirectly supplies the funds to
purchase the Shares) has a minimum annual gross income of $45,000 and a net
worth (excluding home, furnishings and automobiles) of not less than $45,000; or

(ii) that such individual (or, in the case of a fiduciary, that the
fiduciary account or the donor who directly or indirectly supplies the funds to
purchase the Shares) has a net worth (excluding home, furnishings and
automobiles) of not less than $150,000.

Under the laws of certain states, transferees will also be required to
comply with applicable standards, except for intra-family transfers and
transfers made by gift, inheritance or family dissolution.

The minimum purchase is 100 Shares ($1,000) (except in certain states as
described below).  No transfers will be permitted of less than the minimum
required purchase, nor (except in very limited circumstances) may an investor
transfer, fractionalize or subdivide such Shares so as to retain less than such
minimum number thereof.  For purposes of satisfying the minimum investment
requirement for Retirement Plans, unless otherwise prohibited by state law, a
husband and wife may jointly contribute funds from their separate Individual
Retirement Accounts ("IRAs"), provided that each such contribution is made in
increments of at least $100.  It should be noted, however, that an investment in
the Company will not, in itself, create a Retirement Plan for any investor and
that, in order to create a Retirement Plan, an investor must comply with all
applicable provisions of the Code.  Except in Maine, Minnesota and Washington,
investors who have satisfied the minimum purchase requirements and have
purchased units in Prior Wells Public Programs may purchase less than the
minimum number of Shares set forth above, but in no event less than 10 Shares
($100).  The minimum purchase for New York investors is 250 Shares ($2,500),
however, the minimum investment for New York IRAs is 100 Shares ($1,000).  After
an investor has purchased the minimum investment, any additional investments
must be made in increments of at least 10 Shares ($100), except for (i) those
made by investors in Maine, who must still meet the minimum investment
requirement for Maine residents of $1,000 for IRAs and $2,500 for non-IRAs, (ii)
purchases of Shares pursuant to the Reinvestment Plan, which may be in lesser
amounts, and (iii) minimum purchase for Minnesota investors is 250 Shares
($2,500), however, the minimum investment for Minnesota IRAs and qualified plans
may be 200 Shares ($2,000).

Various states have established suitability standards for individual
investors and subsequent transferees different from those set by the Company.
Those requirements are set forth below.

ARIZONA, IOWA, MASSACHUSETTS, MISSOURI, NORTH CAROLINA AND TENNESSEE -- The
investor has either (i) a net worth (exclusive of home, furnishings, and
personal automobiles) of at least $60,000 and an annual gross income of at least
$60,000, or (ii) a net worth (exclusive of home, furnishings, and personal
automobiles) of at least $225,000.

MAINE -- The investor has either (i) a net worth (exclusive of home,
furnishings, and personal automobiles) of at least $50,000 and an annual gross
income of at least $50,000, or (ii) a net worth (exclusive of home, furnishings,
and personal automobiles) of at least $200,000.

15

MASSACHUSETTS -- The investor has either (i) a net worth (exclusive of
home, furnishings, and personal automobiles) of at least $100,000 and an annual
gross income of at least $100,000, or (ii) a net worth (exclusive of home,
furnishings, and personal automobiles) of at least $250,000.

NEW HAMPSHIRE -- The investor has either (i) a net worth (exclusive of
home, furnishings, and personal automobiles) of at least $125,000 and an annual
gross income of at least $50,000, or (ii) a net worth (exclusive of home,
furnishings, and personal automobiles) of at least $250,000.

NEW YORK -- The investor has either (i) a net worth (exclusive of home,
furnishings, and personal automobiles) of at least $35,000 and an annual gross
income of at least $35,000, or (ii) a net worth (exclusive of home, furnishings,
and personal automobiles) of at least $100,000.

OHIO -- The investor's investment in the Shares shall not exceed 10% of the
investor's net worth (exclusive of home, furnishings, and personal automobiles.)

PENNSYLVANIA AND OREGON -- The investor has (i) a net worth (exclusive of
home, furnishings, and personal automobiles) of at least ten times the
investor's investment in the Company, and (ii) either (a) a net worth (exclusive
of home, furnishings, and personal automobiles) of at least $45,000 and an
annual gross income of at least $45,000, or (b) a net worth (exclusive of home,
furnishings, and personal automobiles) of at least $150,000.  Because the
minimum offering of Shares of the Company is less than $16,500,000, Pennsylvania
investors are cautioned to evaluate carefully the Company's ability to fully
accomplish its stated objectives and to inquire as to the current dollar volume
of the Company's subscription proceeds.

NET WORTH IN ALL CASES EXCLUDES HOME, FURNISHINGS AND AUTOMOBILES.

In order to assure adherence to the suitability standards described above,
requisite suitability standards must be met as set forth in the Subscription
Agreement and Subscription Agreement Signature Page (collectively, the
"Subscription Agreement"), which is attached as Exhibit B to this Prospectus.
The Company and each person selling Shares on behalf of the Company are required
to (i) make reasonable efforts to assure that each person purchasing Shares in
the Company is suitable in light of such person's age, educational level,
knowledge of investments, financial means and other pertinent factors and (ii)
maintain records for at least six years of the information used to determine
that an investment in Shares is suitable and appropriate for each investor.  The
agreements with the selling broker-dealers require such broker-dealers to (i)
make inquiries diligently as required by law of all prospective investors in
order to ascertain whether a purchase of the Shares is suitable for the
investor, and (ii) transmit promptly to the Company all fully completed and duly
executed Subscription Agreements.

16

ESTIMATED USE OF PROCEEDS

The following table sets forth information concerning the estimated use of
the Gross Proceeds of the Offering of Shares made hereby.  Many of the figures
set forth below represent the best estimate of the Company since they cannot be
precisely calculated at this time.  The percentage of the Gross Proceeds of the
Offering of Shares to be invested in Company properties is estimated to be
approximately 84%.

MINIMUM OFFERING       MAXIMUM OFFERING(1)
---------------------  -----------------------
Amount     Percent      Amount      Percent
-----------  --------  -------------  --------

Gross Offering Proceeds (2)                        $1,250,000       100%  $151,200,000       100%
Less Public Offering Expenses:
Selling Commissions (3)                              87,500         7%    10,080,000       6.7%
Organization and Offering Expenses (4)               37,500         3%     4,500,000         3%
Marketing support and due diligence                  31,250       2.5%     3,750,000       2.5%
reimbursement fee(5)                            ----------      ----   ------------      ----
Amount Available for Investment (6)                $1,093,750      87.5%  $132,870,000      87.8%
==========      ====   ============      ====
Acquisition and Development:
Acquisition and Advisory Fees (7)                  $   37,500         3%  $  4,500,000         3%
Acquisition Expenses (8)                                6,250       0.5%       750,000       0.5%
Initial Working Capital Reserve (9)                        (9)        -             (9)        -
Amount Invested in Properties (6)(10)              $1,050,000        84%  $127,620,000      84.4%
==========      ====   ============      ====

- ---------------
(1) Excludes 1,500,000 Shares that may be sold pursuant to the Reinvestment
Plan, but includes 600,000 Shares which may be issued pursuant to the
Soliciting Dealer Warrants.

(2) The amounts shown for Gross Offering Proceeds do not reflect the possible
discounts in commissions and other fees as described in "Plan Of
Distribution."

(3) Includes Selling Commissions equal to 7% of aggregate Gross Offering
Proceeds (which commissions may be reduced under certain circumstances)
which are payable to the Dealer Manager, an Affiliate.  The Company also
will issue to the Dealer Manager one Soliciting Dealer Warrant for every 25
Shares sold.  The Dealer Manager, in its sole discretion, may reallow
Selling Commissions of up to 7% of Gross Offering Proceeds and Soliciting
Dealer Warrants to other broker-dealers participating in this Offering
attributable to the Shares sold by them.  In no event shall the total
underwriting compensation, including Selling Commissions, and expense
reimbursements, exceed 7% of Gross Offering Proceeds, except for an
additional Marketing and Due Diligence Fee equal to 2.5% of Gross Offering
Proceeds which may be paid as a reimbursement of expenses incurred for
marketing support (2%) and due diligence (.5%) purposes.  See "Plan of
Distribution."

(4) These amounts represent the Advisor's best estimates of the Organization and
Offering Expenses to be incurred in connection with the Offering.
Organization and Offering Expenses consist of estimated legal, accounting,
printing and other accountable offering expenses (other than Selling
Commissions and the Marketing and Due Diligence Fee).  The Advisor and other
Affiliates will be responsible for the payment of Organization and Offering
Expenses (other than Selling Commissions and the marketing support and due
diligence reimbursement fee) to the extent they exceed 3% of Gross Offering
Proceeds, without recourse against or reimbursement by the Company.

(5) All or a portion of the Marketing and Due Diligence Fee may be reallowed to
the non-affiliated Dealers which will assist the Dealer Manager in the
distribution of Shares (the "Soliciting Dealers") for bona fide due
diligence expenses.  Up to .5% of the Marketing and Due Diligence Fee may be
paid as a reimbursement of due diligence expenses and up to 2% of the
Marketing and Due Diligence Fee may be paid as a reimbursement of marketing
support expenses in connection with the Offering.

(6) 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 Company, may be invested in
short-

17

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

(7)  The Company will pay Acquisition and Advisory Fees to the Advisor or other
Affiliates in connection with the acquisition of properties up to a maximum
amount of 3% of Gross Offering Proceeds.  Acquisition and Advisory Fees do
not include Acquisition Expenses.

(8)  Includes legal fees and expenses, travel and communication expenses, costs
of appraisals, nonrefundable option payments, accounting fees and expenses,
title insurance premiums and other closing costs and miscellaneous expenses
relating to the selection, acquisition and development of properties that
ultimately are not acquired by the Company. With respect to successful
acquisitions, such costs generally will be included in the purchase price
of the applicable property. It is anticipated that substantially all of
such items will be directly related to the acquisition of specific
properties and will be capitalized rather than currently deducted by the
Company.

(9)  Because the vast majority of leases for the properties acquired by the
Company will provide for tenant reimbursement of operating expenses, it is
not anticipated that a permanent reserve for maintenance and repairs of the
Company's properties will be established.  However, to the extent that the
Company has insufficient funds for such purposes, the Company may apply an
aggregate amount of up to 1% of Gross Offering Proceeds for maintenance and
repairs of the Company's properties.  The Company also may, but is not
required to, establish reserves from Gross Offering Proceeds, out of cash
flow generated by operations properties or out of Nonliquidating Net Sale
Proceeds.

(10) Includes amounts anticipated to be invested in properties net of fees and
expenses.  It is estimated that approximately 84% of the proceeds of this
Offering will be used to acquire properties.

18

MANAGEMENT COMPENSATION

The following table summarizes and discloses all of the compensation and
fees (including reimbursement of expenses) to be paid by the Company to the
Dealer Manager, the Soliciting Dealers, the Advisor and the Management Company
during the various phases of the organization and operation of the Company.

FORM OF COMPENSATION                               DETERMINATION                                           ESTIMATED MAXIMUM
AND ENTITY RECEIVING                                OF AMOUNT                                             DOLLAR AMOUNT (1)(2)
- --------------------                               -------------                                          --------------------

ORGANIZATIONAL AND OFFERING STAGE
---------------------------------

Selling Commissions - The         Up to 7% of Gross Offering Proceeds before                         $10,500,000 at the Maximum 
Dealer Manager                   reallowance of commissions earned by participating                 Offering and $87,500 at    
broker-dealers. The Dealer Manager intends to                      the Minimum Offering        
reallow 100% of commissions earned by participating 
broker-dealers.                                      

Reimbursement of Organization     Up to 3% of Gross Offering Proceeds. All                           $4,500,000 at the Maximum  
and Offering Expenses - The       Organization and Offering Expenses (excluding                      Offering and $37,500 at    
Advisor and its Affiliates        Selling Commissions) will be advanced by the Advisor               the Minimum Offering.      
and its Affiliates and reimbursed by the Company.    

Marketing support and due         Up to 2.5% of Gross Offering Proceeds for                          $3,750,000 at the Maximum 
diligence expense - Dealer        reimbursement of bona fide marketing and due                       Offering and $31,250 at   
Manager and Soliciting            diligence expenses.                                                the Minimum Offering.      
Dealers

ACQUISITION AND DEVELOPMENT STAGE
---------------------------------
Acquisition and Advisory Fees     For the review and evaluation of potential real                    $4,500,000 at the Maximum 
- - The Advisor or its              property acquisitions, a fee of up to 3% of Gross                  Offering and $43,750 at   
Affiliates                        Offering Proceeds, plus reimbursement of costs and                 the Minimum Offering.     
expenses for the acquisition of properties.         

Reimbursement of Acquisition      Up to .5% of the Gross Offering Proceeds for                       $750,000 at the Maximum    
Expenses - The Advisor           reimbursement of expenses related to real property                 Offering and $6,250 at the 
acquisitions, such as legal fees, travel and                       Minimum Offering.          
communication expenses, title insurance premiums   
expenses.                                           

OPERATIONAL STAGE
-----------------

Property Management and           For supervising the management of the Company's                    Actual amounts are        
Leasing Fees - The                properties, a fee equal to 4.5% of the gross rental                dependent upon results of 
Management Company                incomes (approximately 2% - 3% of which is expected                operations and therefore  
to come from direct tenant chargebacks resulting in                cannot be determined at   
a net fee payable by each property of 1.5% to 2.5%),               the present time.          
and in the case of leases to new tenants, an initial 
leasing fee equal to the lesser of (i) the first     
month's rent under the applicable lease or (ii) the  
amounts charged by unaffiliated persons rendering    
comparable services in the same geographic area.      

Real Estate Commissions - The     In connection with the sale of any Company property,               Actual amounts are        
Advisor or Its Affiliates         an amount not exceeding the lesser of: (A) 50% of                  dependent upon results of 
the reasonable, customary and Competitive Real                     operations and therefore  
Estate Brokerage Commissions customarily paid for                  cannot be determined at   
the sale of a comparable property in light of the                  the present time.         
size, type and location of the property, or (B) 3%   
of the gross sales price of each property (subject   
to limitationslimitations), subordinated to          
distributions toshareholders from Sale Proceeds of   
an amount which,together with prior distributions    
to the shareholders, will equal (i) 100% of their    
InvestedCapital plus (ii) an 8% per annum cumulative 
(noncompounded) return on their Invested Capital     
(their "Common Return").                              

19

Subordinated Incentive fee        Upon Listing, a fee equal to 10% of the amount by which (i)        Actual amounts are 
upon Listing - The Advisor        the market value of the Company plus the total distributions       dependent upon results of
made to shareholders from the Company's inception until the        operations and therefore
date of Listing exceeds (ii) the sum of (A) 100% of Invested       cannot be determined at 
Capital and (B) the total distributions required to pay the        the present time.       
Common Return to the shareholders from inception through the 
date on which the market value is determined.                 

LIQUIDATION/TERMINATION STAGE
-----------------------------

Subordinated Participation in     After all shareholders have received a return of                   Actual amounts are         
Nonliquidating Net Sale           their Invested Capital and their Common Return, then               dependent upon results of  
Proceeds and Liquidating          the Advisor is entitled to receive the following                   operations and therefore   
Distributions - The Advisor       amounts: (a) an amount equal to the capital                        cannot be determined at     
contributed by the Advisor to the Operating                        the present time.           
Partnership, (b) then, 10% of remaining Residual        
Proceeds available for distribution.                     

The Company may not make reimbursements to any
entity for operating expenses in excess of 2%
of Average Invested Assets or 25% of Net
Income for such year.

_________________________
(1)  Assumes that the maximum number of 15,000,000 Shares is sold (excluding any
Shares sold pursuant to the Reinvestment Plan).

(2)  The Company may not make reimbursements to any entity for operating
expenses in excess of 2% of Average Invested Assets or 25% of Net Income
for such year.

In addition, the Advisor and its Affiliates will be reimbursed only for the
actual cost of goods, services and materials used for or by the Company as set
forth in Section 10 of the Advisory Agreement.  The Advisor may be reimbursed
for the administrative services, including personnel costs, necessary to the
prudent operation of the Company, provided that the reimbursement shall be at
the lower of the Advisor's actual cost or the amount the Company would be
required to pay to independent parties for comparable administrative services in
the same geographic location.  No payment or reimbursement will be made for
services or personnel costs for which the Advisor is entitled to compensation by
way of a separate fee.  If the Subordinated Incentive Fee is paid to the
Advisor, no other performance fee will be paid to the Advisor; if the
Subordinated Participation Fee is paid to the Advisor, no Net Sales Proceeds
will be paid to the Advisor.

Since the Advisor and its Affiliates are entitled to differing levels of
compensation for undertaking different transactions on behalf of the Company,
such as the property management fees for operating the Company's properties and
the subordinated participation in proceeds from the sale of the Company's
properties, the Advisor has the ability to affect the nature of the compensation
it receives by undertaking different transactions.  However, the Advisor is
obligated to exercise good faith and integrity in all its dealings with respect
to Company affairs pursuant to its fiduciary duties to the shareholders.  See
"The Advisor and the Advisory Agreement."  As noted above, there are ceilings on
certain categories of fees or expenses payable to the Advisor and its
Affiliates.  Because these fees or expenses are payable only with respect to
certain transactions or services, they may not be recovered by the Advisor or
their Affiliates by reclassifying them under a different category.  The Company
may not make reimbursements to any entity for operating expenses in excess of 2%
of Average Invested Assets or 25% of Net Income for such year.

20

CONFLICTS OF INTEREST

The Company is subject to various conflicts of interest arising out of its
relationship with the Advisor and its Affiliates, including conflicts related to
the arrangements pursuant to which the Advisor and its Affiliates will be
compensated by the Company.  See "Management."

The following chart indicates the relationship between Wells Real Estate
Funds, Inc., the parent corporation of the Advisor and the Affiliates of the
Advisor which will be providing services to the Company.

================================================================================
|                        WELLS REAL ESTATE FUNDS, INC.                         |
================================================================================
|                             |                           |
| 100%                        | 100%                      | 100%
|                             |                           |
=======================   ==============================  ===================
|  WELLS CAPITAL, INC.|   |WELLS INVESTMENT SECURITIES,|  |WELLS MANAGEMENT  |
|                     |   |   INC. (DEALER MANAGER)    |  |   COMPANY, INC.  |
|                     |   |                            |  |(PROPERTY MANAGER)|
=======================   ==============================  ===================
|                                                         |
|                                                         |
|  Advisory Agreement                                     | 100%
|                                                         |
=======================                                   ====================
|     WELLS REIT      |                                   |WELLS DEVELOPMENT |
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INTERESTS IN OTHER COMPANIES

The Advisor and its Affiliates are also general partners of other real
estate limited partnerships, including partnerships which have investment
objectives substantially identical to those of the Company, and it is expected
that they will organize other such partnerships in the future.

As described in the "Prior Performance Summary," the Advisor and its
Affiliates have sponsored the following twelve public partnerships with
substantially identical investment objectives as those of the Company: (i) Wells
Real Estate Fund I ("Wells Fund I"), (ii) Wells Real Estate Fund II ("Wells Fund
II"), (iii) Wells Real Estate Fund II-OW ("Wells Fund II-OW"), (iv) Wells Real
Estate Fund III, L.P. ("Wells Fund III"), (v) Wells Real Estate Fund IV, L.P.
("Wells Fund IV"), (vi) Wells Real Estate Fund V, L.P. ("Wells Fund V"), (vii)
Wells Real Estate Fund VI, L.P. ("Wells Fund VI"), (viii) Wells Real Estate Fund
VII, L.P. ("Wells Fund VII"), (ix) Wells Real Estate Fund VIII, L.P. ("Wells
Fund VIII"), (x) Wells Real Estate Fund IX, L.P. ("Wells Fund IX"), (xi) Wells
Real Estate Fund X, L.P. ("Wells Fund X") and Wells Real Estate Fund XI, L.P.
("Wells Fund XI").  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 and Wells
Fund VI available for investment in real properties have been invested.  In
addition, all of the proceeds of the offering of Wells Fund VII available for
investment in real properties have been invested in properties.  In addition,
all of the proceeds of the offering of Wells Fund VIII available for investment
in real properties have been either invested or are committed for investment in
properties.  As of August 31, 1997, approximately 74% and 50% of the proceeds of
the offerings of Wells Fund IX and Wells Fund X, respectively, available for
investment in real properties had either been invested in properties or were
committed for investment in properties.  Wells Fund XI began to offer its
securities in January 1998.

The Advisor also may be subject to potential conflicts of interest at such
time as the Company wishes to acquire a property that also would be suitable for
acquisition by an Affiliate of the Advisor.  Affiliates of the Advisor serve as
Directors of the Company, and, in this capacity, have a fiduciary obligation to
act in the best interest of the

21

stockholders of the Company and, as general partners or directors of the Prior
Wells Public Programs, to act in the best interests of the partners in other
programs with investments that may be similar to those of the Company and will
use their best efforts to assure that the Company will be treated as favorably
as any such other program. See "Management-- Fiduciary Responsibility of the
Board of Directors." In addition, the Company has developed procedures to
resolve potential conflicts of interest in the allocation of properties between
the Company and certain of its Affiliates. See "Certain Conflict Resolution
Procedures" below. The Company will supplement this Prospectus during the
Offering period to disclose the acquisition of a material property at such time
as the Advisor believes that a reasonable probability exists that the Company
will acquire a property, including an acquisition from the Advisor or its
Affiliates.

OTHER ACTIVITIES OF THE ADVISOR AND ITS AFFILIATES

The Company will rely on the Advisor for the day-to-day operation of the
Company and the management of its assets.  As a result of its interests in other
partnerships and the fact that it has also engaged and will continue to engage
in other business activities, the Advisor and its Affiliates and certain of the
Directors will have conflicts of interest in allocating their time between the
Company and other partnerships and activities in which they are involved.
However, the Advisor believes that it and its Affiliates have sufficient
personnel to discharge fully their responsibilities to all partnerships and
ventures in which they are involved.

The Company may (i) purchase or lease any property in which the Advisor or
any of its Affiliates have an interest, (ii) temporarily enter into contracts
relating to investment in properties to be assigned to the Company prior to
closing or may purchase property in their own name and temporarily hold title
for the Company, and (iii) enter into joint ventures with Affiliates of the
Advisor to acquire properties held by such Affiliates, provided that in any case
such transaction shall be made upon a finding by a majority of Directors
(including a majority of Independent Directors) not otherwise interested in the
transaction that such transaction is competitive and commercially reasonable to
the Company and at a price to the Company no greater than the cost of the asset
to the Advisor or such Affiliate (including acquisition and carrying costs), or,
if the price to the Company is in excess of such cost, that substantial
justification for such excess exists and such excess is reasonable and only if
the possibility of such acquisition(s) is disclosed, and there is appropriate
disclosure of the material facts concerning each such investment.  In no event
shall the cost of such asset to the Company exceed its current appraised value.
The Advisor or such Affiliate may not hold title to any such property on behalf
of the Company or an Affiliated joint venture for more than 12 months, and
further the Advisor or its Affiliates shall not sell property to the Company or
an Affiliated joint venture if the cost of the property exceeds the funds
reasonably anticipated to be available for the Company to purchase any such
property, and that all profits and losses during the period any such property is
held by the Advisor or the Affiliate will accrue to the Company or the
Affiliated joint venture, as applicable.  In no event may the Company (i) sell
or lease real property to the Advisor or any of its Affiliates (unless a
majority of the Independent Directors determine that the transaction is fair and
reasonable to the Company); (ii) loan Company funds to the Advisor or any of its
Affiliates; (iii) obtain appraisals of real properties from the Advisor or any
of their Affiliates; or (iv) enter into agreements with the Advisor or its
Affiliates for the provision of insurance covering the Company or any property
owned by the Company.

COMPETITION

Conflicts of interest will exist to the extent that the Company may acquire
properties in the same geographic areas where other properties owned by the
Advisor and its Affiliates are located.  In such a case, a conflict could arise
in the leasing of the Company's properties in the event that the Company and
another program managed by the Advisor or its Affiliates were to compete for the
same tenants in negotiating leases, or a conflict could arise in connection with
the resale of the Company's properties in the event that the Company and another
program managed by the Advisor or its Affiliates were to attempt to sell similar
properties at the same time.  Conflicts of interest may also exist at such time
as the Company or Affiliates of the Advisor managing property on behalf of the
Company seek to employ developers, contractors or building managers as well as
under other circumstances.  The Advisor will seek to reduce conflicts relating
to the employment of developers, contractors or building managers by making
prospective employees aware of all such properties seeking to employ such
persons.  In addition, the Advisor will seek to reduce conflicts which may arise
with respect to properties available for sale or rent by making prospective
purchasers or lessees aware of all such properties.  However, these conflicts
cannot be fully avoided in that the Advisor may establish differing compensation
arrangements for employees at different properties or differing terms for
resales or leasing of the various properties.

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AFFILIATED DEALER MANAGER

Because the Dealer Manager is an Affiliate of the Advisor, the Company 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 it is anticipated that the Company's properties will be managed and
leased by the Management Company, an Affiliate of the Advisor, the Company will
not have the benefit of independent property management.  See "Management
Compensation."

AFFILIATED DEVELOPER

It is expected that Wells Development, an Affiliate of the Advisor, will
serve as the developer of certain unimproved properties acquired by the Company,
but will not receive any profit from the development of such properties.

LACK OF SEPARATE REPRESENTATION

Hunton & Williams is counsel to the Company, the Advisor, the Dealer
Manager and their Affiliates in connection with this Offering and may in the
future act as counsel to the Company, the Advisor, the Dealer Manager 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 Company, the Advisor, the Dealer Manager or their Affiliates, the
Advisor will cause the Company to retain separate counsel for such matters as
and when appropriate.

JOINT VENTURES WITH AFFILIATES OF THE ADVISOR

The Company is likely to enter into one or more joint venture agreements
with Affiliates of the Advisor for the acquisition, development or improvement
of properties.  See "Investment Objectives and Criteria--Joint Venture
Investments."  The Advisor and its Affiliates may have conflicts of interest in
determining which partnerships should enter into any joint venture agreement.
Should any such joint venture be consummated, the Advisor may face a conflict in
structuring the terms of the relationship between the interest of the Company
and the interest of the affiliated co-venturer.  Since the Advisor and its
Affiliates will control both the Company 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.

RECEIPT OF FEES AND OTHER COMPENSATION BY ADVISOR AND AFFILIATES

Company transactions involving the purchase and sale of the Company's
properties may result in the receipt of commissions, fees and other compensation
by the Advisor and its Affiliates, including Acquisition and Advisory Fees,
property management and leasing fees, real estate brokerage commissions, and
participation in distributions of Nonliquidating Net Sale Proceeds and
Liquidating Distributions.  However, the fees and compensation payable to the
Advisor and its Affiliates relating to sale of the Company's properties are
subordinated to the return to the shareholders of their Invested Capital plus
cumulative returns thereon.  Subject to the oversight of the Board of Directors,
the Advisor has considerable discretion with respect to all decisions relating
to the terms and timing of all Company transactions.  Therefore, the Advisor may
have conflicts of interest concerning certain actions taken on behalf of the
Company, particularly due to the fact that such fees will generally be payable
to the Advisor and its Affiliates regardless of the quality of the properties
acquired or the services provided to the Company.  See "Management
Compensation."

CERTAIN CONFLICT RESOLUTION PROCEDURES

In order to reduce or eliminate certain potential conflicts of interest,
the Articles of Incorporation contain a number of restrictions relating to (i)
transactions between the Company and the Advisor or its Affiliates, (ii) certain

23

future offerings, and (iii) allocation of properties among certain affiliated
entities.  These restrictions include, among others, the following:

1.  No goods or services will be provided by the Advisor or its Affiliates
to the Company except for transactions in which the Advisor or its Affiliates
provide goods or services to the Company in accordance with the Articles of
Incorporation which provides that a majority of the Directors (including a
majority of the Independent Directors) not otherwise interested in such
transactions must approve such transactions as fair and reasonable to the
Company and on terms and conditions not less favorable to the Company than those
available from unaffiliated third parties and not less favorable than those
available from the Advisor or its Affiliates in transactions with unaffiliated
third parties.

2.  The Company will not purchase or lease properties in which the Advisor
or its Affiliates has an interest without the 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 Company and at a price to the Company no greater
than the cost of the asset to the Advisor or its Affiliate unless there is
substantial justification for any amount that exceeds such cost and such excess
amount is determined to be reasonable.  In no event shall the Company acquire
any such asset at an amount in excess of its appraised value.  The Company will
not sell or lease properties to the Advisor, Directors, or any Affiliates unless
a majority of the Directors (including a majority of the Independent Directors)
not interested in the transaction determine the transaction is fair and
reasonable to the Company.  The Company will not purchase or lease properties
from the Advisor, Directors, or any Affiliate without the approval of a majority
of the Directors (including the Independent Directors).

3.  The Company will not make any loans to the Advisor, Directors or any
Affiliates.  The Advisor and its Affiliates will not make loans to the Company,
or to joint ventures in which the Company is a co-venturer, for the purpose of
acquiring properties.  Any loans to the Company by the Advisor, Directors, or
any Affiliates for other purposes must be approved by a majority of the
Directors (including a majority of the Independent Directors) not otherwise
interested in such transaction as fair, competitive, and commercially
reasonable, and no less favorable to the Company than comparable loans between
unaffiliated parties.  It is anticipated that the Advisor or its Affiliates
shall be entitled to reimbursement, at cost, for actual expenses incurred by
them on behalf of the Company or joint ventures in which the Company is a co-
venturer, subject to the 2%/25% Guidelines (2% of Average Invested Assets or 25%
of Net Income) described under "The Advisor and the Advisory Agreement--The
Advisory Agreement."

4.  The Board of Directors and the Advisor have agreed that, in the event
than an investment opportunity becomes available which is suitable for both the
Company and a public or private entity with which the Advisor or its Affiliates
are affiliated, for which both entities have sufficient uninvested funds, then
the entity which has had the longest period of time elapse since it was offered
an investment opportunity will first be offered the investment opportunity.  An
investment opportunity will not be considered suitable for a program if the
requirements of Item 3 above could not be satisfied if the program were to make
the investment.  In determining whether or not an investment opportunity is
suitable for more than one program, the Board of Directors and the Advisor will
examine such factors, among others, as the cash requirements of each program,
the effect of the acquisition both on diversification of each program's
investments by types of commercial office properties and geographic area, and on
diversification of the tenants of its properties (which also may affect the need
for one of the programs to prepare or produce audited financial statements for a
property or a tenant), the anticipated cash flow of each program, the size of
the investment, 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 the
Board of Directors and the Advisor, to be more appropriate for an entity other
than the entity which committed to make the investment, however, the Advisor has
the right to agree that the other entity affiliated with the Advisor or its
Affiliates may make the investment.  It shall be the duty of the Directors
(including the Independent Directors) to insure that the method for the
allocation of the acquisition of properties by two or more programs of the same
Advisor seeking to acquire similar types of assets shall be reasonable.  The
Advisor and certain other Affiliates of the Company are affiliated with Wells
Fund X, a prior public program which terminated its offering in December 1997.
In addition, the Advisor and its Affiliates are affiliated with Wells Fund XI, a
publicly registered partnership that has not offered any securities to date.  As
of August 31, 1997, Wells Fund X had approximately $ 10,979,538 available for
investment.

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SUMMARY OF REINVESTMENT PLAN

The Company has adopted the Reinvestment Plan pursuant to which
stockholders may elect to have the full amount of their cash distributions from
the Company reinvested in additional Shares of the Company.  The following
discussion summarizes the principal terms of the Reinvestment Plan.  The
Reinvestment Plan and the Prospectus to be used in connection with certain sales
of the Company's stock are attached hereto as Exhibit C.

GENERAL

Shareholders who have received a copy of this Prospectus and participate in
this Offering can elect to participate in and purchase Shares through the
Reinvestment Plan at any time and will not need to receive a separate prospectus
relating solely to the Reinvestment Plan.  A person who becomes a stockholder
otherwise than by participating in this Offering may purchase Shares through the
Reinvestment Plan only after receipt of a separate prospectus relating solely to
the Reinvestment Plan.

The price per Share purchased pursuant to the Reinvestment Plan shall be
the Offering price, which is $10.00 per Share, until all of the Shares in this
Offering that are reserved for the Reinvestment Plan have been sold thereunder.
After such time, Shares for the Reinvestment Plan may be acquired by the Company
either through purchases on the open market and/or additional registrations
relating to the Reinvestment Plan, in either case at a per Share price equal to
the then-prevailing market price on the securities exchange or over-the-counter
market on which the Shares are listed at the date of purchase.  The Company is
unable to predict the effect which such a Listing would have on the price of the
Shares acquired through the Reinvestment Plan.

INVESTMENT OF DISTRIBUTIONS

Distributions will be used to purchase Shares on behalf of the Participants
from the Company.  All such distributions shall be invested in Shares within 30
days after such payment date.  Any distributions not so invested will be
returned to Participants.

At this time, Participants will not have the option to make voluntary
contributions to the Reinvestment Plan to purchase Shares in excess of the
amount of Shares that can be purchased with their distributions.  The Board of
Directors reserves the right, however, to amend the Reinvestment Plan in the
future to permit voluntary contributions to the Reinvestment Plan by
Participants, to the extent consistent with the Company's objective of
qualifying as a REIT.

PARTICIPANT ACCOUNTS, FEE, AND ALLOCATION OF SHARES

For each Participant, the Company will maintain a record which shall
reflect for each fiscal quarter the distributions received by the Company on
behalf of such Participant.  Any interest earned on such Distributions will be
paid to the Company to defray certain costs relating to the Reinvestment Plan.

The Company will use the aggregate amount of distributions to all
Participants for each fiscal quarter to purchase Shares for the Participants.
If the aggregate amount of distributions to Participants exceeds the amount
required to purchase all Shares then available for purchase, the Company will
purchase all available Shares and will return all remaining distributions to the
Participants within 30 days after the date such distributions are made.  The
purchased Shares will be allocated among the Participants based on the portion
of the aggregate distributions received on behalf of each Participant, as
reflected in the records maintained by the Company.  The ownership of the Shares
purchased pursuant to the Reinvestment Plan shall be reflected on the books of
the Company.

Shares acquired pursuant to the Reinvestment Plan will entitle the
Participant to the same rights and to be treated in the same manner as those
purchased by the Participants in the Offering.  Accordingly, the Company will
pay the following commissions and fees in connection with Shares sold under the
Reinvestment Plan (until all such Shares are sold):  the Selling Commissions of
7% (subject to reduction under the circumstances provided under "The Offering--
Plan of Distribution"), the Marketing and Due Diligence Fee of 2.5%, and the
Acquisition and Advisory Fees of 3% of the purchase price of the Shares sold
pursuant to the Reinvestment Plan.  In connection with investments by

25

Ohio investors, the Company will pay only Acquisition and Advisory Fees of 3% of
the purchase price of the Shares sold pursuant to the Reinvestment Plan.
Thereafter, Acquisition and Advisory Fees will be paid by the Company only in
the event that proceeds of the sale of Shares are used to acquire properties. As
a result, aggregate fees payable to Affiliates of the Company will total between
9% and 12.5% of the proceeds of reinvested distributions, up to 7% of which may
be reallowed to Soliciting Dealers.

The allocation of Shares among Participants may result in the ownership of
fractional Shares, computed to four decimal places.

REPORTS TO PARTICIPANTS

Within 60 days after the end of each fiscal quarter, the Company will mail
to each Participant a statement of account describing, as to such Participant,
the distributions reinvested during the quarter, the number of Shares purchased
during the quarter, the per Share purchase price for such Shares, the total
administrative charge paid by the Company on behalf of each Participant (see "--
Participant Accounts, Fees and Allocation of Shares" above), and the total
number of Shares purchased on behalf of the Participant pursuant to the
Reinvestment Plan.  See "--General" above.

Tax information with respect to income earned on Shares under the
Reinvestment Plan for the calendar year will be sent to each participant by the
Company.

ELECTION TO PARTICIPATE OR TERMINATE PARTICIPATION

Stockholders of the Company who purchase Shares in this Offering may become
Participants in the Reinvestment Plan by making a written election to
participate on their Subscription Agreements at the time they subscribe for
Shares.  Any other stockholder who receives a copy of this Prospectus or a
separate prospectus relating solely to the Reinvestment Plan and who has not
previously elected to participate in the Reinvestment Plan may so elect at any
time by completing the enrollment form attached to such prospectus or by other
appropriate written notice to the Plan Administrator or Company of such
stockholder's desire to participate in the Reinvestment Plan.  Participation in
the Reinvestment Plan will commence with the next distribution made after
receipt of the Participant's notice, provided it is received at least ten days
prior to the record date for such distribution.  Subject to the preceding
sentence, the election to participate in the Reinvestment Plan will apply to all
distributions attributable to the fiscal quarter in which the stockholder made
such written election to participate in the Reinvestment Plan and to all fiscal
quarters thereafter, whether made (i) upon subscription or subsequently for
stockholders who participate in this offering, or (ii) upon receipt of a
separate prospectus relating solely to the Reinvestment Plan for stockholders
who do not participate in this offering.  Participants will be able to terminate
their participation in the Reinvestment Plan at any time without penalty by
delivering written notice to the Plan Administrator or Company no less than ten
days prior to the next record date.  The Company may also terminate the
Reinvestment Plan for any reason at any time, upon 10 days' prior written notice
to all Participants.

A Participant who chooses to terminate participation in the Reinvestment
Plan must terminate his or her entire participation in the Reinvestment Plan and
will not be allowed to terminate in part.  If the Reinvestment Plan is
terminated, the Company will update its stock records to account for all whole
shares purchased by the participant(s) in the Plan, and if any fractional shares
exist, the Company may either (a) send you a check in payment for any fractional
shares in your account based in the then-current market price for the shares, or
(b) credit your stock ownership account with any such fractional shares. There
are no fees associated with a Participant's terminating his interest in the
Reinvestment Plan or the Company's termination of the plan.  A Participant in
the Reinvestment Plan who terminates his interest in the Reinvestment Plan will
be allowed to participate in the Reinvestment Plan again by notifying the
Company and completing any required forms.

The Board of Directors reserves the right to prohibit Qualified Plans from
participating in the Reinvestment Plan if such participation would cause the
underlying assets of the Company to constitute "plan assets" of Qualified Plans.
See "Federal Income Tax Considerations --Taxation of Tax-Exempt Shareholders."

26

FEDERAL INCOME TAX CONSIDERATIONS

Stockholders subject to federal income taxation who elect to participate in
the Reinvestment Plan will incur a tax liability for distributions allocated to
them even though they have elected not to receive their distributions in cash
but rather to have their distributions held pursuant to the Reinvestment Plan.
Specifically, stockholders will be treated as if they have received the
distribution from the Company and then applied such Distribution to purchase
Shares in the Reinvestment Plan.  A stockholder designating a distribution for
reinvestment will be taxed on the amount of such distribution as ordinary income
to the extent such distribution is from current or accumulated earnings and
profits, unless the Company has designated all or a portion of the distribution
as a capital gain dividend.  In such case, such designated portion of the
distribution will be taxed as long-term capital gain.

AMENDMENTS AND TERMINATION

The Company reserves the right to amend any aspect of the Reinvestment Plan
without the consent of stockholders, provided that notice of the amendment is
sent to Participants at least 30 days prior to the effective date thereof.  The
Company also reserves the right to terminate the Reinvestment Plan for any
reason at any time by ten days' prior written notice of termination to all
Participants.  The Company may terminate a Participant's participation in the
Plan immediately if in the Company's judgment such Participant's participation
jeopardizes in any way the Company's status as a real estate investment trust.

SHARE REPURCHASE PROGRAM

The Share Repurchase Program ("SRP") may, subject to certain restrictions,
provide eligible stockholders with limited, interim liquidity by enabling them
to sell Shares back to the Company at a price during the period of this Offering
equal to $8.40 per Share.  After the Offering, the price per Share pursuant to
the SRP will be set from time to time by the Board of Directors in its sole
discretion.  In such cases, the Board of Directors will consider the Company's
net asset value, recent comparable offerings and other factors which the Board
of Directors, in its sole discretion, deems relevant.  Repurchase prices are
expected to be available on the Company's Internet/World Wide Web site
(www.wellsref.com), and will be given by telephone upon request.

Repurchases under the SRP, when done, will be made quarterly by the Company
in its sole discretion on a first-come, first-served basis, and will be limited
in the following ways:  (i) not more than $500,000 worth of the outstanding
Shares will be repurchased in any given year; and (ii) the funds available for
repurchase will be limited to available proceeds received by the Company from
the sale of Shares under the Reinvestment Plan.  The determination of available
funds from sales under the Reinvestment Plan and the decision to repurchase
Shares will be at the sole discretion of the Board.  In making this
determination, the Board will consider the need to use proceeds from the Share
sales under the Reinvestment Plan for investment in additional properties, or
for maintenance or repair of existing properties.  Such property-related uses
will have priority over the need to allocate funds to the SRP.  To be eligible
to offer Shares for purchase to the SRP, the stockholder must have beneficially
held the Shares for at least one year.

The Company cannot guarantee that funds will be available for repurchase.
If no funds are available for the SRP at the time when repurchase is requested,
the stockholder could: (i) withdraw his request for repurchase; or (ii) ask that
the Company honor the request at such time, if any, when funds are available.
Such pending requests will be honored on a first-come, first-served basis.
There is no requirement that stockholders sell their Shares to the Company.  The
SRP is only intended to provide interim liquidity for stockholders until a
secondary market develops for the Shares.  No such market presently exists and
no assurance can be given that one will develop.  The SRP will exist during the
Offering period and will be terminated following the close of the Offering
period upon the Listing.

Shares purchased by the Company under the SRP will be canceled, and will
have the status of authorized but unissued Shares.  Shares acquired by the
Company through the SRP will not be reissued unless they are first registered
with the Commission under the Act and under appropriate state securities laws or
otherwise issued in compliance with such laws.

27

PRIOR PERFORMANCE SUMMARY

THE INFORMATION PRESENTED IN THIS SECTION REPRESENTS THE HISTORICAL
EXPERIENCE OF REAL ESTATE PROGRAMS MANAGED BY THE ADVISOR AND ITS AFFILIATES.
INVESTORS IN THE COMPANY SHOULD NOT ASSUME THAT THEY WILL EXPERIENCE RETURNS, IF
ANY, COMPARABLE TO THOSE EXPERIENCED BY INVESTORS IN SUCH PRIOR REAL ESTATE
PROGRAMS.

The Advisor serves as a general partner of a total of twelve real estate
limited partnerships, eleven of which have completed offerings and one of which
has commenced but not completed its public offering.  A twelfth partnership is
in registration with the Commission and thus has not commenced.  These limited
partnerships and the year in which their offerings were completed are as
follows:

1.   Wells Real Estate Fund I (1986)
2.   Wells Real Estate Fund II (1988)
3.   Wells Real Estate Fund II-OW (1988)
4.   Wells Real Estate Fund III, L.P. (1990)
5.   Wells Real Estate Fund IV, L.P. (1992)
6.   Wells Real Estate Fund V, L.P. (1993)
7.   Wells Real Estate Fund VI, L.P. (1994)
8.   Wells Real Estate Fund VII, L.P. (1995)
9.   Wells Real Estate Fund VIII, L.P. (1996)
10.  Wells Real Estate Fund IX, L.P. (1996)
11.  Wells Real Estate Fund X, L.P. (1997)
12.  Wells Real Estate Fund XI, L.P. (offering commenced 12-31-97)

The tables included in Exhibit A attached hereto set forth information as
of the dates indicated regarding certain of these prior programs as to (i)
experience in raising and investing funds (Table I); (ii) compensation to
sponsor (Table II); and (iii) 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, to date, none of the prior programs have sold any
of their properties.

PRIOR WELLS PUBLIC PROGRAMS

The Advisor and its Affiliates sponsored the Prior Wells Public Programs,
all of which were offered on an unspecified property or "blind pool" basis.  The
total amount of funds raised from investors in the offerings of the Prior Wells
Public Programs, as of August 31, 1997, was approximately $257,000,000, and the
total number of investors in such partnerships was approximately 24,000.

The investment objectives of the Prior Wells Public Programs are
substantially identical to the investment objectives of the Company.  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 and Wells Fund VII
available for investment in real properties have been invested in properties.
In addition, all of the proceeds of the offering of Wells Fund VIII available
for investment in real properties have either been invested or are committed for
investment in properties.  As of August 31, 1997, approximately 74% and 50% of
the proceeds of the offerings of Wells Fund IX and Wells Fund X, respectively,
available for investment in real properties had either been invested in
properties or were committed for investment in properties.  Wells Fund XI
commenced its offering in January 1998 and thus has no funds available for
investment as of the date of this Prospectus.  For the fiscal year ended
December 31, 1996, approximately two-thirds of the aggregate gross rental income
of ten of these eleven publicly offered partnerships was derived from tenants
which are U.S. corporations, each of which the Company believes has net worth of
at least $100,000,000 or whose lease obligations are guaranteed by another
corporation with a net worth of at least $100,000,000.

28

The Prior Wells Public Programs have acquired a total of 31 properties in
the following U.S. regions:  24 in the Southeast, one in the Northeast, two in
Southcentral, one in Northcentral and two in the West.  Each Prior Wells Public
Program has used only proceeds from its respective offering to finance its
acquisitions of properties.

The real properties in which the Prior Wells Public Programs have invested
have experienced the same economic problems as other real estate investments in
recent years, including without limitation, general over-building and an excess
supply in many markets, along with increased operating costs and a general
downturn in the real estate industry.  As a result, certain of these public
partnerships have experienced increases in expenses and decreases in net income.
These fluctuations were primarily due to tenant turnover, resulting in increased
vacancies and the requirement to expend funds for tenant refurbishments, and
increases in administrative and other operating expenses.  See the Prior
Performance Tables included as Exhibit A hereto.  Additionally, while overall
occupancy rates have not decreased significantly at the properties owned by the
Prior Wells Public Programs, some of these properties have experienced high
tenant turnover, and the partnerships owning these properties have generally
been unable to raise rental rates and have been required to make expenditures
for tenant improvements and to grant free rent and other concessions in order to
attract new tenants.  Specifically, certain of the Prior Wells Public Programs
suffered decreases in net income during the real estate recession of the late
1980s and early 1990s, which decreases were generally attributable to the
overall downturn in the economy and in the real estate market in particular.
Because of the cyclical nature of the real estate market, such decreases in net
income of the public partnerships could occur at any time in the future when
economic conditions decline.  None of these prior programs has liquidated or
sold any of its real properties to date and, accordingly, no assurance can be
made that prior 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 Prior Wells Public Programs, as of August 31, 1997,
was approximately $196,419,519, of which $4,254,000 (or approximately 2.2%) had
not yet been expended on the development of certain of the projects which are
still under construction.  Of the aggregate amount, approximately 65.0% was or
will be spent on acquiring or developing office buildings, and approximately
35.0% was or will be spent on acquiring or developing shopping centers.  Of the
aggregate amount, approximately 4% was or will be spent on new properties, 38%
on existing or used properties and 58% 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 eleven Prior Wells Public
Programs as of October 31, 1997:

Type of Property              New          Existing    Construction
- ----------------             -----         --------    ------------ 
Office Buildings             4%             26%           35%
Shopping Centers             ---            11%           24%

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 Limited Partnership Units ("Class A Units"), and $10,642,000 of the gross
proceeds were attributable to sales of Class B Limited Partnership Units ("Class
B Units" and, collectively with the Class A Units, "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: (i) a medical office building in Atlanta, Georgia; (ii) two
commercial office buildings in Atlanta, Georgia; (iii) a shopping center in
DeKalb County, Georgia; (iv) a shopping center in Knoxville, Tennessee; (v) a
shopping center in Cherokee County, Georgia; and (vi) 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 twelve 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 the partnership will have no obligation to
sell properties at any particular time.  Wells Fund I acquired its properties
between 1985 and 1987, and has not yet liquidated or sold any of its properties.

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

29

Class B Units. Limited partners in Wells Fund II and Wells Fund II-OW have no
right to change the status of their Units from Class A to Class B or vice versa.
Wells Fund II and Wells Fund II-OW own all of their properties through a joint
venture, which owns interests in the following properties: (i) a shopping center
in Cherokee County, Georgia; (ii) a project consisting of seven office buildings
and a shopping center in Tucker, Georgia; (iii) a two story office building in
Charlotte, North Carolina; (iv) a four story office building in Houston, Texas;
(v) a restaurant in Roswell, Georgia; and (vi) a combined retail and office
development in Roswell, Georgia.

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: (i) a four story office building in
Houston, Texas; (ii) a restaurant in Roswell, Georgia; (iii) a combined retail
and office development in Roswell, Georgia; (iv) a two story office building in
Greenville, North Carolina; (v) a shopping center in Stockbridge, Georgia; and
(vi) a two story office building in Richmond, Virginia.

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: (i) a shopping center in Stockbridge,
Georgia; (ii) a four story office building in Jacksonville, Florida; (iii) a two
story office building in Richmond, Virginia; and (iv) 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 October 31, 1997,
$15,514,160 of Units of Wells Fund V were treated as Class A Units, and
$1,491,860 of Units were treated as Class B Units.  Wells Fund V owns interests
in the following properties: (i) a four story office building in Jacksonville,
Florida; (ii) two two-story office buildings in Stockbridge, Georgia; (iii) a
four story office building in Hartford, Connecticut; (iv) two restaurants in
Stockbridge, Georgia; and (v) a three story office building in Appleton,
Wisconsin.   Since its inception in 1992, Wells Fund V reported a net loss of
$18,089 in 1992, and net income of $354,999, $561,721, $689,639 and $505,650 in
years 1993 through 1996, respectively.  In such years, Wells Fund V distributed
a total of $151,336, $643,334, $969,011 and $1,007,107, respectively, to
investors (excluding returns of capital and distributions from prior year
operations).  See "Exhibit A--Prior Performance Tables" attached to this
Prospectus for further detail on the performance of Wells Fund V.

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 October 31, 1997, $21,538,950 of Units of Wells Fund VI were
treated as Class A Units, and $3,461,050 of Units were treated as Class B Units.
Wells Fund VI owns interests in the following properties: (i) a four story
office building in Hartford, Connecticut; (ii) two restaurants in Stockbridge,
Georgia; (iii) another restaurant and a retail building in Stockbridge, Georgia;
(iv) a shopping center in Stockbridge, Georgia; (v) a three story office
building in Appleton, Wisconsin; (vi) a shopping center in Cherokee County,
Georgia; (vii) a combined retail and office development in Roswell, Georgia;
(viii) a four story office building in Jacksonville, Florida; and (ix) a
shopping center in Clemmons, North Carolina.  Since its inception in 1993, Wells
Fund VI reported net income of $31,428, $700,896, $901,828 and $589,053 in years
1993 through 1996, respectively.  In such years, Wells Fund VI distributed a
total of $0, $245,800, $1,044,940 and $1,042,175, respectively, to investors
(excluding returns of capital and distributions from prior year operations).
See "Exhibit A--Prior Performance Tables" attached hereto for further detail on
the performance of Wells Fund VI.

30

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 October 31, 1997, $18,656,280 of Units in Wells
Fund VII were treated as Class A Units, and $5,523,890 of Units were treated as
Class B Units.  Wells Fund VII owns interests in the following properties: (i) a
three story office building in Appleton, Wisconsin; (ii) a restaurant and a
retail building in Stockbridge, Georgia; (iii) a shopping center in Stockbridge,
Georgia; (iv) a shopping center in Cherokee County, Georgia; (v) a combined
retail and office development in Roswell, Georgia; (vi) a two story office
building in Alachua County, Florida near Gainesville; (vii) a four story office
building in Jacksonville, Florida; (viii) a shopping center in Clemmons, North
Carolina; and (ix) a retail development in Clayton County, Georgia.  Since its
inception in 1994, Wells Fund VII has reported net income of $203,263, $804,043
and $452,776 in years 1994 through 1996, respectively.  In such years, Wells
Fund VII distributed a total of $52,195, $856,032 and $781,511, respectively, to
investors (excluding returns of capital and distributions from prior year
operations).  See "Exhibit A--Prior Performance Tables" attached to this
Prospectus for further detail on the performance of Wells Fund VII.

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 Status Units, and $5,907,350 were attributable to sales of Class B Status
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, as of October 31, 1997, $26,353,280 of Units in Wells Fund VIII were
treated as Class A Status Units, and $5,679,410 of Units were treated as Class B
Status Units.  Wells Fund VIII owns interests in the following properties: (i) a
two story office building in Alachua County, Florida near Gainesville; (ii) a
four story office building in Jacksonville, Florida; (iii) a shopping center in
Clemmons, North Carolina; (iv) a retail development in Clayton County, Georgia;
(v) a four story office building in Madison, Wisconsin; and (vi) a one-story
office building in Farmers Branch, Texas; (vii) a two story office building in
Orange County, California; and (viii) a two story office building in Boulder
County, Colorado.  Since its inception in 1995, Wells Fund VIII has reported net
income of $273,914 and $936,590 in years 1995 and 1996, respectively.  In such
years, Wells Fund VIII distributed a total of $0 and $903,252, respectively
(excluding returns of capital and distributions from prior year operations).
See "Exhibit A--Prior Performance Tables" attached to this Prospectus for
further detail on the performance of Wells Fund VIII.

Wells Fund IX terminated its offering on December 30, 1996, and received
gross proceeds of $35,000,000 representing subscriptions from 2,095 limited
partners.  $29,359,270 of the gross proceeds were attributable to sales of Class
A Units and $5,640,730 were attributable to sales of Class B Units.  Wells Fund
IX owns interests in (i) a four story office building in Madison, Wisconsin;
(ii) a one story office building in Farmers Branch, Texas; (iii) a two story
office building in Orange County, California; (iv) a two story office building
in Boulder County, Colorado; and (v) an interest in a joint venture (in which
Wells Fund X is a partner), which owns a tract of land in Knox County, Tennessee
in the Knoxville metropolitan area, upon which a three story office building is
being developed (the "Knoxville Joint Venture").  Wells Fund IX, which commenced
operations in 1996, reported net income of $298,756 and distributed a total of
$149,425 to investors in that year.  See "Exhibit A--Prior Performance Tables"
attached to this Prospectus for further detail on the performance of Wells Fund
IX.

Wells Fund X commenced a public offering of up to $35,000,000 of limited
partnership units on December 31, 1996, and terminated its offering on December
30, 1997.  As of November 30, 1997, Wells Fund X had received gross proceeds of
$23,058,019 representing subscriptions from 1,632 limited partners.  $18,589,699
of the gross proceeds were attributable to sales of Class A Status Units, and
$4,468,320 were attributable to sales of Class B Status Units.  Wells Fund X
owns an interest in the Knoxville Joint Venture.

THE INFORMATION SET FORTH ABOVE SHOULD NOT BE CONSIDERED INDICATIVE OF
RESULTS TO BE EXPECTED FROM THE COMPANY.

The foregoing properties in which the Prior Wells Public Programs have
invested have all been acquired and developed on an all cash basis.

31

The Advisor is the general partner of Wells Partners L.P., which is a
general partner of the Operating Partnership, which is a general partner of
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.  The Advisor is a general partner
of Wells Fund I, Wells Fund II, Wells Fund II-OW and Wells Fund III.  Leo F.
Wells, III, the President and a Director of the Company, is a general partner in
each of the Prior Wells Public Programs and the sole shareholder and Director of
Wells Real Estate Funds, Inc., the parent corporation of the Advisor.

Potential investors are encouraged to examine the Prior Performance Tables
attached as Exhibit A hereto for more detailed information regarding the prior
experience of the Advisor.  In addition, upon request, prospective investors may
obtain from the Advisor without charge copies of offering materials and any
reports prepared in connection with any of the Prior Wells Public Programs,
including a copy of the most recent Annual Report on Form 10-K filed with the
Commission.  For a reasonable fee, the Company will also furnish upon request
copies of the exhibits to any such Form 10-K.  Any such request should be
directed to the Advisor.  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 Prior Wells Public
Programs.  The Company will furnish, without charge, copies of such table upon
request.

MANAGEMENT

GENERAL

The Company will operate under the direction of the Board of Directors, the
members of which are accountable to the Company as fiduciaries.  As required by
applicable regulations, a majority of the Independent Directors and a majority
of the Directors have reviewed and ratified the Articles of Incorporation and
have adopted the Bylaws.

The Company currently has five Directors; it may have no fewer than three
Directors and no more than fifteen.  Directors will be elected annually, and
each Director will hold office until the next annual meeting of stockholders or
until his successor has been duly elected and qualified.  There is no limit on
the number of times that a Director may be elected to office.  Although the
number of Directors may be increased or decreased as discussed above, a decrease
shall not have the effect of shortening the term of any incumbent Director.

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

FIDUCIARY RESPONSIBILITY OF THE BOARD OF DIRECTORS

The Board of Directors will be responsible for the management and control
of the affairs of the Company; however, the Board of Directors will retain the
Advisor to manage the Company's day-to-day affairs and the acquisition and
disposition of investments, subject to the supervision of the Board of
Directors.

The Directors are not required to devote all of their time to the Company
and are only required to devote such of their time to the affairs of the Company
as their duties require.  The Board of Directors will meet quarterly in person
or by telephone, or more frequently if necessary.  It is not expected that the
Directors will be required to devote a substantial portion of their time to
discharge their duties as directors.  Consequently, in the exercise of their
fiduciary responsibilities, the Directors will rely heavily on the Advisor.  In
this regard, the Advisor, in addition to the Directors, will have a fiduciary
duty to the Company.

The Directors will monitor the administrative procedures, investment
operations, and performance of the Company and the Advisor to assure that such
policies are in the best interest of the stockholders and are fulfilled.  Until

32

modified by the Directors, the Company will follow the policies on investments
set forth in this Prospectus.  See "Investment Objectives and Policies."

The Independent Directors are responsible for reviewing the fees and
expenses of the Company at least annually or with sufficient frequency to
determine that the total fees and expenses of the Company are reasonable in
light of the Company's investment performance, Net Assets, Net Income, and the
fees and expenses of other comparable unaffiliated real estate investment
trusts.  This determination shall be reflected in the minutes of the meetings of
the Board of Directors.  For purposes of this determination, Net Assets are the
Company's total assets (other than intangibles), calculated at cost before
deducting depreciation or other non-cash reserves, less total liabilities, and
computed at least quarterly on a basis consistently applied.  Such determination
will be reflected in the minutes of the meetings of the Board of Directors.  In
addition, a majority of the Independent Directors and a majority of Directors
not otherwise interested in the transaction must approve each transaction with
the Advisor or its Affiliates.  The Board of Directors also will be responsible
for reviewing and evaluating the performance of the Advisor before entering into
or renewing an advisory agreement.  The Independent Directors shall determine
from time to time and at least annually that compensation to be paid to the
Advisor is reasonable in relation to the nature and quality of services to be
performed and shall supervise the performance of the Advisor and the
compensation paid to it by the Company to determine that the provisions of the
Advisory Agreement are being carried out.  Specifically, the Independent
Directors will consider factors such as the capital, Net Assets and Net Income
of the Company, amount of the fee paid to the Advisor in relation to the size,
composition and performance of the Company's investments, the success of the
Advisor in generating appropriate investment opportunities, rates charged to
other comparable REITs and other investors by advisors performing similar
services, additional revenues realized by the Advisor and its Affiliates through
their relationship with the Company, whether paid by the Company or by others
with whom the Company does business, the quality and extent of service and
advice furnished by the Advisor, the performance of the investment portfolio of
the Company and the quality of the portfolio of the Company relative to the
investments generated by the Advisor for its own account.  Such review and
evaluation will be reflected in the minutes of the meetings of the Board of
Directors.  The Board of Directors shall determine that any successor Advisor
possesses sufficient qualifications to (i) perform the advisory function for the
Company and (ii) justify the compensation provided for in its contract with the
Company.

The liability of the officers and Directors while serving in such capacity
is limited in accordance with the Articles of Incorporation, Bylaws and
applicable law.  See "Description of Capital Stock -- Limitation of Liability
and Indemnification."

DIRECTORS AND EXECUTIVE OFFICERS

The Directors and executive officers of the Company are listed below:

Name                   Age     Positions
----                   ---     ---------
Leo F. Wells, III      53      President and Director
Brian M. Conlon        39      Executive Vice President, Treasurer,
Secretary and Director
John L. Bell           57      Independent Director
Richard W. Carpenter   60      Independent Director
Walter W. Sessoms      63      Independent Director

LEO F. WELLS, III is the President and a Director of the Company and the
President and sole Director of the Advisor.  He is also the sole shareholder and
Director of Wells Real Estate Funds, Inc., the parent corporation of the
Advisor.  In addition, he 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 sole Director and
President of Wells Management Company, Inc., a property management company he
founded in 1983; the Dealer Manager, a registered securities broker-dealer he
formed in 1984; and Wells Advisors, Inc., a company he organized in 1991 to act
as a non-bank custodian for IRAs.  Mr. Wells was a real estate salesman and
property manager from 1970 to 1973 for Roy D. Warren & Company, an Atlanta real
estate company, and he was associated from 1973 to 1976 with

33

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 and a registered NASD
principal.

Mr. Wells has over 25 years of experience in real estate sales, management
and brokerage services.  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, a majority of
which are located in suburban areas of metropolitan Atlanta, Georgia.  As of
March 31, 1997, these 23 real estate limited partnerships represented
investments totaling $255,433,723 from 23,741 investors.  See "Prior Performance
Summary."

BRIAN M. CONLON is the Executive Vice President and a Director of the
Company.  He also serves in the same capacity for the Advisor.  Mr. Conlon
joined the Advisor in 1985 as a Regional Vice President, and served as Vice
President and National Marketing Director from 1991 until April 1996 when he
assumed his current position.  Previously, Mr. Conlon was Director of Business
Development for Tishman Midwest Management & Leasing Services Corp. where he was
responsible for marketing the firm's property management and leasing services to
institutions.  Mr. Conlon also spent two years as an Investment Property
Specialist with Carter & Associates where he specialized in acquisitions and
dispositions of office and retail properties for institutional clients.  Mr.
Conlon received a Bachelor of Business Administration degree from Georgia State
University and a Master of Business Administration degree from the University of
Dallas.  Mr. Conlon is a member of the International Association for Financial
Planning (IAFP), a general securities principal and a Georgia real estate
broker.  Mr. Conlon also holds the certified commercial investment member (CCIM)
designation of the Commercial Investment Real Estate Institute and the certified
financial planner (CFP) designation of the Certified Financial Planner Board of
Standards, Inc.

JOHN L. BELL.  From February 1971 to February 1996 Mr. Bell was the owner
and Chairman of Bell-Mann, Inc., the largest commercial flooring contractor in
the Southeast ("Bell-Mann").  Mr. Bell also served on the board of directors of
Realty South Investors, a REIT 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 Shaw Industries' Dealer
Acquisition Plan which included the acquisition of Bell-Mann.

Mr. Bell currently serves on the advisory boards of Windsor Capital,
Mountain Top Boys Home and the Eagle Ranch Boys Home.  Mr. Bell is also
extensively involved in buying and selling real estate 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, Real Estate Finance,
of the Citizens and Southern National Bank from 1975 to 1979, during which time
his duties included the supervision and establishment of the co-mingled United
Kingdom Pension Fund, U.K.-American Properties, Inc. established for the purpose
of investment primarily in United States commercial real estate.

Mr. Carpenter is presently President and director of Realmark Holdings
Corp., a residential and commercial developer, and has served in that position
since October 1983.  He is also President and director of Leisure Technology,
Inc., a retirement community developer, a position which he has held since March
1993, Managing Partner of Carpenter Properties, L.P., a real estate limited
partnership and President and director of the oil refining companies Wyatt
Energy, Inc. and Commonwealth Oil Refining Company, Inc., positions which he has
held since 1995 and 1984 respectively.

Mr. Carpenter is a director of both Tara Corp., a steel manufacturing
company, and Environmental Compliance Corp., an environmental firm.  Mr.
Carpenter also serves as Vice Chairman and director of both First Liberty
Financial Corp. and Liberty Savings Bank, F.S.B.  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 real estate
investment trust investing in commercial properties, until 1981.  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 alumni
of the School of Business in 1973.

34

WALTER W. SESSOMS was employed by BellSouth Telecommunications, Inc.
("BellSouth") from 1971 until his retirement in June 1997.  While at BellSouth
Mr. Sessoms served in a number of key positions including Vice President-
Residence for the State of Georgia from June 1979 to July 1981, Vice President-
Transitional Planning Officer from July 1981 to February 1982, Vice President-
Georgia from February 1982 until June 1989, Senior Vice President-Regulatory and
External Affairs from June 1989 until November 1991 and Group President-Services
from December 1991 until his retirement on June 30, 1997.

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

COMMITTEES

The Audit Committee will consist of a majority of Independent Directors.
If the Listing occurs, the Audit Committee will consist entirely of Independent
Directors.  The Audit Committee will make recommendations concerning the
engagement of independent public accountants, review with the independent public
accountants the plans and results of the audit engagement, approve professional
services provided by the independent public accountants, review the independence
of the independent public accountants, consider the range of audit and non-audit
fees and review the adequacy of the Company's internal accounting controls.

In the event that the Listing occurs, the Board of Directors will establish
a Compensation Committee, which will oversee the compensation of the Company's
executive officers and which will consist of three Independent Directors.

The Company may from time to time form other committees as circumstances
warrant.  Such committees will have authority and responsibility as delegated by
the Board of Directors.  At least a majority of the members of each committee of
the Board of Directors will be Independent Directors.

COMPENSATION OF DIRECTORS AND OFFICERS

The Board of Directors shall determine the amount of compensation to be
received by each non-employee director for serving on the Board of Directors.
Such compensation, including fees for attending meetings, will not exceed $7,500
annually.  The Company will not pay any compensation to officers and directors
of the Company who also serve as officers and directors of the Advisor.

35

THE ADVISOR AND THE ADVISORY AGREEMENT

THE ADVISOR

The Advisor is a Georgia corporation organized in 1984.  The Company has
entered into the Advisory Agreement effective as of the date hereof.  The
Advisor has a fiduciary responsibility to the Company and its stockholders.

The directors and officers of the Advisor are as follows:

Leo F. Wells, III             President and sole Director
Brian M. Conlon               Executive Vice President
Louis A. Trahant              Vice President of Sales and Operations
Kim R. Comer                  National Vice President of Marketing
Edna B. King                  Vice President of Investor Services
Linda L. Carson               Vice President of Accounting

The backgrounds of Messrs. Wells and Conlon are described above under
"Management--Directors and Executive Officers."

LOUIS A. TRAHANT (age 51) is Vice President of Sales and Operations for the
Advisor.  He is responsible for the internal sales support provided to regional
vice presidents and to registered representatives of broker-dealers
participating in other public offerings by the Wells Prior Public Program.  Mr.
Trahant is also responsible for statistical analysis of sales-related
activities, development of office and communication systems, and hiring of
administrative personnel.  Mr. Trahant joined the Advisor in 1993 as Vice
President for Marketing of the Southern Region and assumed his current position
in 1995.  Prior to joining the Advisor, Mr. Trahant had extensive sales and
marketing experience in the commercial lighting industry.  He is a graduate of
Southeastern Louisiana University, a member of the International Association for
Financial Planning (IAFP) and the American Management Association, and holds a
Series 22 license.

KIM R. COMER (age 43) rejoined the Advisor as National Vice President of
Marketing in April 1997, after working for the Company in similar capacities
from January 1992 through September 1995.  He is responsible for all investor,
financial advisor, and broker-dealer communications and broker-dealer relations.
In prior positions with the Advisor, Mr. Comer served as Vice President of
Marketing for the southeast and northeast regions at the Advisor's' home office.
He has ten years of experience in the securities industry and is a licensed
registered representative and financial principal with the NASD.  Additionally,
he brings strong financial experience to his marketing position with the
Advisor, 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.

EDNA B. KING (age 60) is the Vice President of Investor Services for the
Advisor.  She is responsible for processing new investments, sales reporting,
and investor communications.  Prior to joining the Advisor in 1985, Ms. King
served as the Southeast Service Coordinator for Beckman Instruments and as
office manager for a regional office of Commerce Clearing House.  Ms. King holds
an Associate Degree in Business Administration from DeKalb Community College in
Atlanta, Georgia, and has completed various courses at the University of North
Carolina at Wilmington.

LINDA L. CARSON (age 54) is Vice President of Accounting for the Advisor.
She is responsible for fund, property, and corporate accounting, SEC reporting
and coordination of the audit with its independent auditors.  Ms. Carson joined
The Advisor in 1989 as Staff Accountant, became Controller in 1991, and assumed
her current position in

36

1996. Prior to joining the Advisor, 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 a member of
the National Society of Accountants.

The Advisor 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
Company.

The Advisor currently owns 20,000 OP Units, for which it contributed
$200,000 to the capital of the Operating Partnership.  The Advisor may not sell
these OP Units while the Advisory Agreement is in effect, although the Advisor
may transfer such OP Units to Affiliates.  Neither the Advisor, a Director, nor
any Affiliate may vote or consent on matters submitted to the stockholders
regarding removal of the Advisor, or any transaction between the Company and the
Advisor, Directors, or an Affiliate.  In determining the requisite percentage in
interest of Shares necessary to approve a matter on which the Advisor,
Directors, and any Affiliate may not vote or consent, any Shares owned by any of
them will not be included.

THE ADVISORY AGREEMENT

Under the terms of the Advisory Agreement, the Advisor (acting in the
capacity of Sponsor) has responsibility for the day-to-day operations of the
Company, administers the Company's bookkeeping and accounting functions, serves
as the Company's consultant in connection with policy decisions to be made by
the Board of Directors, manages the Company's properties and renders other
services as the Board of Directors deems appropriate.  The Advisor is subject to
the supervision of the Company's Board of Directors and has only such functions
as are delegated to it.

The Company will reimburse the Advisor for all of the costs it incurs in
connection with the services it provides to the Company, including, but not
limited to:  (i) Organizational and Offering Expenses, which are defined to
include expenses attributable to preparing the documents relating to this
Offering, the formation and organization of the Company, qualification of the
Shares for sale in the states, escrow arrangements, filing fees and expenses
attributable to the sale of the Shares, (ii) Selling Commissions, advertising
expenses, expense reimbursements, and legal and accounting fees, (iii) the
actual cost of goods and materials used by the Company and obtained from
entities not affiliated with the Advisor, including brokerage fees paid in
connection with the purchase and sale of securities, (iv) administrative
services (including personnel costs; provided, however that no reimbursement
shall be made for costs of personnel to the extent that such personnel perform
services in transactions for which the Advisor receives a separate fee), and (v)
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
the competitive rate charged by unaffiliated persons providing similar goods and
services in the same geographic location.

The Company shall not reimburse the Advisor at the end of any fiscal
quarter for operating expenses that, in the four consecutive fiscal quarters
then ended (the "Expense Year") exceed (the "Excess Amount") the greater of 2%
of Average Invested Assets or 25% of Net Income (the "2%/25% Guidelines") for
such year.  If the Advisor receives an incentive fee, Net Income, for purposes
of calculating operating expenses, shall exclude any gain from the sale of the
Company's assets.  Any Excess Amount paid to the Advisor during a fiscal quarter
shall be repaid to the Company within sixty (60) days after the end of the
fiscal year.

The Company will not reimburse the Advisor or its Affiliates for services
for which the Advisor or its Affiliates are entitled to compensation in the form
of a separate fee.

Pursuant to the Advisory Agreement, the Advisor is entitled to receive
certain fees and reimbursements, as listed in "Management Compensation."  The
Subordinated Incentive Fee, which is payable to the Advisor under certain
circumstances if Listing occurs, may be paid, at the option of the Company, in
cash, in Shares, by delivery of a promissory note payable to the Advisor, or by
any combination thereof.  In the event the Subordinated Incentive Fee is paid to
the Advisor following Listing, no other performance fee will be paid to the
Advisor; and in the event the Subordinated Participation Fee is paid to the
Advisor, no Net Sales Proceeds will be paid to the Advisor.  The Acquisition
Fees payable to the Advisor in connection with the selection or acquisition of
any property shall be reduced 

37

to the extent that, and if necessary to limit, the total compensation paid to
all persons involved in the acquisition of such property to the amount
customarily charged in arm's-length transactions by other persons or entities
rendering similar services as an ongoing public activity in the same
geographical location and for comparable types of properties, and to the extent
that other acquisition fees, finder's fees, real estate commissions, or other
similar fees or commissions are paid by any person in connection with the
transaction.

If the Advisor or an Affiliate performs services that are outside of the
scope of the Advisory Agreement, compensation will be at such rates and in such
amounts as are agreed to by the Advisor and the Independent Directors of the
Company.

Further, if Listing occurs, the Company automatically will become a
perpetual life entity.  At such time, the Company and the Advisor will negotiate
in good faith a fee structure appropriate for an entity with a perpetual life,
subject to approval by a majority of the Independent Directors.  In negotiating
a new fee structure, the Independent Directors shall consider all of the factors
they deem relevant.  These are expected to include, but will not necessarily be
limited to:  (i) the amount of the advisory fee in relation to the asset value,
composition, and profitability of the Company's portfolio; (ii) the success of
the Advisor in generating opportunities that meet the investment objectives of
the Company; (iii) the rates charged to other REITs and to investors other than
REITs by advisors that perform the same or similar services; (iv) additional
revenues realized by the Advisor and its Affiliates through their relationship
with the Company, including loan administration, underwriting or broker
commissions, servicing, engineering, inspection and other fees, whether paid by
the Company or by others with whom the Company does business; (v) the quality
and extent of service and advice furnished by the Advisor; (vi) the performance
of the investment portfolio of the Company, including income, conservation or
appreciation of capital, and number and frequency of problem investments; and
(vii) the quality of the portfolio of the Company in relationship to the
investments generated by the Advisor for its own account.  The Board of
Directors, including a majority of the Independent Directors, may not approve a
new fee structure that, in its judgment, is more favorable to the Advisor than
the current fee structure.

The Company also shall pay the Advisor a deferred, subordinated real
estate disposition fee upon sale of one or more Properties, in an amount equal
to the lesser of (i) one-half (1/2) of a Competitive Real Estate Brokerage
Commission, or (ii) three percent (3%) of the sales price of such Property or
Properties.  In addition, the amount paid when added to the sums paid to
unaffiliated parties in such a capacity shall not exceed the lesser of the
Competitive Real Estate Brokerage Commission or an amount equal to 6% of the
sales price of such Property or Properties.  Payment of such fee shall be made
only if the Advisor provides a substantial amount of services in connection with
the Sale of a Property or Properties and shall be subordinated to receipt by the
stockholders of distributions equal to the sum of (i) their aggregate Common
Return and (ii) their aggregate invested capital.  If, at the time of a sale of
one or more Properties, payment of such disposition fee is deferred because the
subordination conditions have not been satisfied, then the disposition fee shall
be paid at such later time as the subordination conditions are satisfied.  Upon
Listing, if the Advisor has accrued but not been paid such real estate
disposition fee, then for purposes of determining whether the subordination
conditions have been satisfied, Stockholders will be deemed to have received a
Distribution in the amount equal to the product of the total number of Shares
outstanding and the average closing price of the Shares over a period, beginning
180 days after Listing, of 30 days during which the Shares are traded.

The Advisory Agreement, which was entered into by the Company with the
unanimous approval of the Board of Directors, including the Independent
Directors, expires one year after the date hereof on January 30, 1999, subject
to successive one-year renewals upon mutual consent of the parties.  In the
event that a new Advisor is retained, the previous Advisor has agreed to
cooperate with the Company and the Directors in effecting an orderly transition
of the advisory functions.  The Board of Directors (including a majority of the
Independent Directors) shall approve a successor Advisor only upon a
determination that such successor Advisor possesses sufficient qualifications to
perform the advisory functions for the Company and that the compensation to be
received by the new Advisor pursuant to the new Advisory Agreement is justified.

The Advisory Agreement may be terminated without cause or penalty by either
party, or by the mutual consent of the parties (by a majority of the Independent
Directors of the Company or a majority of the directors of the Advisor, as the
case may be), upon 60 days' prior written notice.  The Advisor shall be entitled
to receive all accrued but unpaid compensation and expense reimbursements in
cash within 30 days of the effective date of termination of the Advisory

38

Agreement.  All other amounts payable to the Advisor in the event of a
termination shall be evidenced by a promissory note and shall be payable from
time to time.

The Advisor has the right to assign the Advisory Agreement to an Affiliate
subject to approval by the Independent Directors of the Company.  The Company
has the right to assign the Advisory Agreement to any successor to all of its
assets, rights, and obligations.

The Advisor will not be liable to the Company or its stockholders or
others, except by reason of acts constituting bad faith, fraud, misconduct, or
negligence, and will not be responsible for any action of the Board of Directors
in following or declining to follow any advice or recommendation given by it.
The Company has agreed to indemnify the Advisor with respect to acts or
omissions of the Advisor undertaken in good faith, in accordance with the
foregoing standards and pursuant to the authority set forth in the Advisory
Agreement.  Any indemnification made to the Advisor may be made only out of the
net assets of the Company and not from stockholders.

WELLS MANAGEMENT

It is expected that substantially all of the Company's properties will be
managed by the Management Company. The officers of the Management Company are as
follows:

Leo F. Wells, III     President
Brian M. Conlon       Executive Vice President
Michael C. Berndt     Vice President and Chief Financial Officer
M. Scott Meadows      Vice President - Property Management
Michael L. Watson     Vice President - Construction
Robert H. Stroud      Vice President - Leasing

The backgrounds of Messrs. Wells and Conlon are described above under
"Management--Directors and Executive Officers."

MICHAEL C. BERNDT (50), Vice President and Chief Financial Officer of the
Management Company, joined in 1996.  He is responsible for asset management of
the Prior Wells Public Program portfolios.  Mr. Berndt is an attorney and a
Certified Public Accountant.  From 1990 to 1995, Mr. Berndt was with the
Investigations Unit of the Resolution Trust Corporation.  From 1985 to 1989, Mr.
Berndt was an independent real estate syndicator.  From 1982 to 1985, he was
President of Phoenix Financial Corporation, an NASD broker-dealer.  Previously,
he served as an accountant, attorney and securities analyst for various firms.
Mr. Berndt holds a B.S. in Accounting from Samford University, a J.D. from
Cumberland Law School and an L.L.M. in Taxation from New York University School
of Law.

M. SCOTT MEADOWS (33) is Vice President of Property Management for the
Management Company.  He is responsible for overseeing a 1.8 million square foot
portfolio of office and retail properties.  Prior to joining the Management
Company, 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 half million square foot office and retail portfolio.  He also
served several years as Property Management for Sea Pines Plantation Company,
managing real estate around Harbour Town.  Mr. Meadows received a Bachelor of
Business Administration degree from the University of Georgia.  He is a Georgia
real estate broker and holds the Real Property Administrator (RPA) designation
of the Building Owners and Managers Institute International.

39

MICHAEL WATSON (age 52) is Vice President of Construction for the
Management Company.  Mr. Watson is responsible for overseeing construction and
tenant improvement projects for the Prior Wells Public Programs, including
design, engineering, and progress-monitoring functions.  With more than 25 years
of experience in the construction industry, Mr. Watson has supervised projects
ranging from high rises to neighborhood shopping centers.  Prior to joining the
Management Company in 1995, he was senior project management with Abrams
Construction in Atlanta.  Mr. Watson received a Bachelor's degree in civil
engineering from the University of Miami and keeps up with current practices by
periodically enrolling in supplemental college courses.

ROBERT H. STROUD (age 56), Vice President of Leasing and Associate Broker
for Wells & Associates, Inc., joined the Management Company in 1987.  Mr. Stroud
is responsible for leasing Atlanta office and retail properties on behalf of the
Prior Wells Public Programs.  With more than 20 years in commercial and
investment real estate, Mr. Stroud is experienced in many facets of the real
estate industry, including site selection, tenant and landlord representation,
investment sales, and assemblage and property management.  Prior to joining the
Management Company, Mr. Stroud was investment properties consultant with Royal
LePage Commercial Real Estate Services.  He received a Bachelor's degree in
management from Georgia State University and earned the MCRE Commercial Real
Estate designation from the University of Toronto.

INVESTMENT OBJECTIVES AND CRITERIA

GENERAL

The Company is a corporation that intends to elect to be taxed as a REIT
for federal income tax purposes.  The Company was organized to invest in
commercial real properties, including properties which are under development or
construction, are newly constructed or have been constructed and have operating
histories.  The Company's objectives are: (i) to maximize Cash Available for
Distribution; (ii) to preserve, protect and return the Invested Capital of the
shareholders; (iii) to realize capital appreciation upon the ultimate sale of
the Company's properties; and (iv) to provide shareholders with liquidity of
their investment, within 10 years after commencement of the Offering, through
either (a) the listing of the Shares, or (b) if Listing does not occur within
ten years following the commencement of the Offering, the dissolution of the
Company and the orderly liquidation of its assets.  No assurance can be given
that these objectives will be attained.

Decisions relating to the purchase or sale of the Company's properties will
be made by the Advisor, subject to the oversight of the Board of Directors.  See
"The Advisor and the Advisory Agreement" for a description of the background and
experience of the Advisor.

ACQUISITION AND INVESTMENT POLICIES

The Company will seek to invest substantially all of the net Offering
proceeds available for Investment in properties in the acquisition of commercial
real properties, which are under development or construction, are newly
constructed or which have been previously constructed and have operating
histories.  While not limited to such investments, the Advisor will generally
seek to invest in commercial properties such as office buildings, shopping
centers and industrial 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 the Advisor' standards of creditworthiness.  Based on the Advisor's
prior experience with the Prior Wells Public Programs, the Company anticipates
that a majority of the tenants of the Company's properties will be U.S.
corporations (or other entities) each of which has 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.  The Company may, however,
invest in office buildings, shopping centers or industrial properties which are
not preleased to such tenants or in other types of commercial or industrial
properties such as hotels, motels, restaurants or business or industrial parks.
Notwithstanding the foregoing, under the REIT qualification rules, the Company
may not be actively engaged in the business of operating hotels, motels or
similar properties.

While the Company will seek to invest in properties that will satisfy the
primary objective of providing distributions of current cash flow to investors,
due to the fact that a significant factor in the valuation of income-producing
real properties is their potential for future income, the Advisor anticipates
that the majority of properties 

40

acquired by the Company will satisfy both attributes of providing potential for
capital appreciation and providing distributions of current cash flow to
investors. To the extent feasible, the Advisor will strive to invest in a
diversified portfolio of properties that will satisfy the Company's investment
objectives of maximizing Cash Available for Distribution, preserving investors'
capital and realizing capital appreciation upon the ultimate sale of the
Company's properties.

It is anticipated that approximately 84% of the Gross Proceeds of the
Offering will be used to acquire properties and the balance will be used to pay
various fees and expenses.  See "Estimated Use of Proceeds."

The Company may not invest more than 10% of its total assets in Unimproved
Real Property.  A property which is expected to produce income within two years
of its acquisition will not be considered a non-income producing property.

Investment in property generally will take the form of fee title or of a
leasehold estate having a term, including renewal periods, of at least 40 years,
and may be made either directly or indirectly through investments in joint
ventures, general partnerships, co-tenancies or other co-ownership arrangements
with the developers of the properties, Affiliates of the Advisor or other
persons.  See "Joint Venture Investments" below.  In addition, the Company may
purchase properties and lease them back to the sellers of such properties.
While the Advisor will use its best efforts to structure any such sale-leaseback
transaction such that the lease will be characterized as a "true lease" and so
that the Company will be treated as the owner of the property for federal income
tax purposes, no assurance can be given that the Service 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 or significantly reduced.  See "Federal Income Tax Considerations."

The Company is not limited as to the geographic area where it may conduct
its operations, but the Advisor intends to cause the Company to invest primarily
in properties located in the United States.

There are no specific limitations on the number or size of properties to be
acquired by the Company or on the percentage of net proceeds of this Offering
which may be invested in a single property.  The number and mix of properties
acquired will depend upon real estate and market conditions and other
circumstances existing at the time the Company is acquiring its properties and
the amount of the net proceeds of this Offering.

In making investment decisions for the Company, the Advisor will consider
relevant real 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, the Advisor will have
substantial discretion with respect to the selection of specific Company
investments.

The Company will obtain independent appraisals for each property in which
it invests, and the purchase price of each such property will not exceed its
appraised value.  However, the Advisor and the Board of Directors will rely on
their own independent analysis and not on such appraisals in determining whether
to invest in a particular property.  It should be noted that appraisals are
estimates of value and should not be relied upon as measures of true worth or
realizable value.  Copies of these appraisals will be available for review and
duplication by shareholders at the office of the Company and will be retained
for at least five years.

The Company's 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 only to such liens and encumbrances as are acceptable to the Advisor),
audited financial statements covering recent operations of any properties having
operating histories (unless such statements are not required to be filed with
the Securities and Exchange Commission and delivered to investors), title and
liability insurance policies and opinions of counsel in certain circumstances.
The Company will not close the purchase of any property unless and until it
obtains an environmental assessment (a minimum of a Phase I review) for each
property purchased and the Advisor is generally satisfied with the environmental
status of the property.

41

The Company 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 Company 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, the Company 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 properties, the Company 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, and changes in tax, real estate, environmental and
zoning laws.  Periods of high interest rates and tight money supply may make the
sale of properties more difficult.  The Company may experience difficulty in
keeping the properties fully leased due to tenant turnover, general overbuilding
or excess supply in the market area.  Development of real properties is subject
to risks relating to the builders' ability to control construction costs or to
build in conformity with plans, specifications and timetables.  See "Risk
Factors--Real Estate Risks."

DEVELOPMENT AND CONSTRUCTION OF PROPERTIES

The Company may invest substantially all of the net proceeds available for
Investment in properties on which improvements are to be constructed or
completed although the Company may not invest in excess of 10% of total assets
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 and completion of properties under construction, the Advisor
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, or, in certain circumstances, the Advisor may require an
adequate completion bond or performance bond.

The Company may make periodic progress payments or other cash advances to
developers and builders of its properties prior to completion of construction
only upon receipt of an architect's certification as to the percentage of the
project then completed and as to the dollar amount of the construction then
completed.  The Company intends to use such additional controls on its
disbursements to builders and developers as it deems necessary or prudent.

The Company may directly employ one or more project managers to plan,
supervise and implement the development of any Unimproved Real Properties which
it may acquire.  Such persons would be compensated directly by the Company and,
other than through such employment, will not be affiliated with the Advisor.

TERMS OF LEASES AND LESSEE CREDITWORTHINESS

The terms and conditions of any lease entered into by the Company with
regard to a tenant may vary substantially from those described herein.  However,
a majority of leases are expected to be what is generally referred to as "triple
net" leases, which means that the lessee will be required to pay or reimburse
the Company for all real estate taxes, sales and use taxes, special assessments,
utilities, insurance and building repairs as well as lease payments.

The Advisor has developed specific standards for determining the
creditworthiness of potential lessees of Company Properties.  While authorized
to enter into leases with any type of lessee, the Advisor anticipates that a
majority of the tenants of the Company Properties will be top U.S. corporations
or other entities each of which has 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.

42

BORROWING POLICIES

The Company may incur indebtedness in connection with the development or
acquisition of properties, which indebtedness may be secured by one or more of
the Company's properties.  The Company also may borrow funds (a) for Company
operating purposes in the event of unexpected circumstances in which the
Company's working capital reserves and other cash resources available to the
Company become insufficient for the maintenance and repair of its properties or
for the protection or replacement of the Company's assets, and (b) in order to
finance improvement of and improvements to its properties, when the Advisor
deems such improvements to be necessary or appropriate to protect the capital
previously invested in the properties, to protect the value of the Company's
investment in a particular property, or to make a particular property more
attractive for sale or lease.  The aggregate borrowing of the Company, secured
and unsecured, shall be reasonable in relation to Net Assets of the Company and
shall be reviewed by the Board of Directors at least quarterly.  Such
indebtedness may be in the form of secured and unsecured bank borrowings, and
publicly and privately placed debt offerings.  Borrowings may be incurred
through either the Operating Partnership or the Company.  The Board of Directors
anticipates that the aggregate amount of any borrowing will not exceed 50% of
the aggregate value of the Company's aggregate properties, provided, however,
--------          
that such level may be exceeded on an individual property basis.

JOINT VENTURE INVESTMENTS

The Company is likely to enter into one or more joint ventures with
Affiliated entities for the acquisition, development or improvement of
properties, under the conditions described below.  The Company may invest some
or all of the proceeds of the Offering in such joint ventures.  In this
connection, the Company may enter into joint ventures with future programs
sponsored by the Advisor or its Affiliates or Prior Wells Public Programs.  The
Advisor also has the authority 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 properties
in accordance with the Company's investment policies.  See "Risk Factors" and
"Conflicts of Interest."  In determining whether to invest in a particular joint
venture, the Advisor will evaluate the real property which such joint venture
owns or is being formed to own under the same criteria described herein for the
selection of real property investments of the Company.  The Company shall not
invest in joint ventures with the Advisor, any Directors or any Affiliate
thereof, unless a majority of the Directors (including a majority of the
Independent Directors) not otherwise interested in such transactions, approve
the transaction as being fair and reasonable to the Company and on substantially
the same terms and conditions as those received by other joint venturers.  See
"--Acquisition and Investment Policies," "--Development and Construction of
Properties," "--Terms of Leases and Lessee Creditworthiness," and "--Borrowing
Policies."

At such time as the Advisor believes that a reasonable probability exists
that the Company will enter into a joint venture with a Prior Wells Public
Program for the acquisition or development of a specific material property, this
Prospectus will be supplemented to disclose the terms of such proposed
investment transaction.  Based upon the Advisor's experience, in connection with
the development of a property which is currently owned by a Prior Wells Public
Program, this would normally occur upon the signing of legally binding leases
with one or more major tenants for commercial space to be developed on such
property, but may occur before or after any such signing, depending upon the
particular circumstances surrounding each potential investment.  It should be
understood that the initial disclosure of any such proposed transaction cannot
be relied upon as an assurance that the Company will ultimately consummate such
proposed transaction nor that the information provided in any such supplement to
this Prospectus concerning any such proposed transaction will not change after
the date of the supplement.

The Company may enter into a partnership, joint venture or co-tenancy with
unrelated parties if (i) the management of such partnership, joint venture or
co-tenancy is under the control of the Company; (ii) the Company, as a result of
such joint ownership or partnership ownership of a property, is not charged,
directly or indirectly, more than once for the same services; (iii) the joint
ownership, partnership or co-tenancy agreement does not authorize or require the
Company to do anything as a partner, joint venturer or co-tenant with respect to
the property which the Company or the Advisor could not do directly because of
the Company's Articles of Incorporation; and (iv) the Advisor and its Affiliates
are prohibited from receiving any compensation, fees or expenses which are not
permitted to be paid under the Advisory Agreement.  In the event that any such
co-ownership arrangement contains a provision giving each party a right of first
refusal to purchase the other party's interest, the Company may not have
sufficient capital to finance any such buy-out.  See "Risk Factors."

43

The Company intends to enter into joint ventures with other publicly
registered Affiliated entities for the acquisition of properties, but may only
do so provided that (i) each such co-venturer has substantially identical
investment objectives as those of the Company; (ii) the Company, as a result of
such joint ownership or partnership ownership of a property, is not charged,
directly or indirectly, more than once for the same services; (iii) compensation
payable to the Company by such Affiliate is substantially identical to that
payable to the Advisor by the Company; (iv) the Company 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; and (v) the investment by the Company and
such Affiliate are on substantially the same terms and conditions, and each such
entity's ownership interest in such joint venture or partnership shall be based
upon the respective proportion of funds invested in such joint venture or
partnership by the Company and such Affiliate.  In the event that the co-
venturer were to elect to sell property held in any such joint venture, however,
the Company may not have sufficient funds to exercise its 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 such joint ventures with
Affiliated entities will result in certain conflicts of interest.  See "Risk
Factors" and "Conflicts of Interest--Joint Ventures with Affiliates of the
Advisor."

OTHER POLICIES

The Company will not invest as a limited partner in limited partnerships,
except such investments acquired through the Operating Partnership.  The Company
may in the future issue senior securities.  The Company may, pursuant to the
Reinvestment Plan, repurchase or otherwise reacquire its common stock.

Except in connection with sales of properties by the Company where purchase
money obligations may be taken by the Company as partial payment, the Company
will not make loans to any person, nor will the Company underwrite securities of
other issuers, in exchange for property, or invest in securities of other
issuers for the purpose of exercising control.  Notwithstanding the foregoing,
the Company may invest in joint ventures or partnerships as described above and
in a corporation where real estate is the principal asset and its acquisition
can best be effected by the acquisition of the stock of such corporation,
subject to the limitations set forth below.

The Company will not: (i) make or invest in real estate mortgage loans
(except in connection with the sale or other disposition of a property); (ii)
make loans to the Advisor or other Affiliates, or to any director, officer or
principal of the Company or any of its Affiliates; (iii) invest in commodities
or commodity future contracts (does not apply to future contracts, when used
solely for hedging purposes in connection with the Company's ordinary business
of investing in real estate assets and mortgages); (iv) issue redeemable equity
securities; (v) issue debt securities unless the historical debt service
coverage (in the most recently completed fiscal year), as adjusted for known
changes, is sufficient to properly service that higher level of debt; (vi) issue
options or warrants to purchase its Shares to the Advisor, Directors, or any
Affiliate thereof except on the same terms as such options or warrants may be
sold to the general public, any such options or warrants issued to the Advisor,
Directors, or any Affiliate shall not exceed an amount equal to 10% of the
outstanding Shares of the Company on the date of grant; (vii) issue its shares
on a deferred payment basis or other similar arrangement; (viii) invest in or
underwrite the securities of other issuers, including any publicly offered or
traded limited partnership interests, except for investments in joint ventures
as described herein, and except for permitted temporary investments pending
utilization of Company funds, provided that following one year after the
commencement of operations of the Company no more than 45% of the value of the
Company's total assets (exclusive of Government securities and cash items) will
consist of, and no more than 45% of the Company's net income after taxes (for
the last four fiscal quarters combined) will be derived from, securities other
than (A) Government securities, or (B) securities in a corporation where real
estate is the principal asset and the acquisition of such real estate can best
be effected by the acquisition of the stock of such corporation, provided that
any such corporation is either (x) a corporation which is a majority owned
subsidiary of the Company and which is not an investment company as defined by
the Investment Company Act of 1940, as amended, or (y) a corporation which is
controlled primarily by the Company, through which corporation the Company
engages in the business of acquisition and operation of real estate and which is
not an investment company.

44

REAL PROPERTY INVESTMENTS

As of the date of this Prospectus, the Company has not acquired nor
contracted to acquire any specific real properties.  The Advisor is continually
evaluating various potential property investments and engaging in discussions
and negotiations with sellers, developers and potential tenants regarding the
purchase and development of properties for the Company and prior programs.  At
such time during the negotiations for a specific property as the Advisor
believes that a reasonable probability exists that the Company will acquire such
property, this Prospectus will be supplemented to disclose the negotiations and
pending acquisition.  Based upon the Advisor's experience and acquisition
methods, this will normally occur on the signing of a legally binding purchase
agreement for the acquisition of a specific property, but may occur before or
after such signing or upon the satisfaction or expiration of major contingencies
in any such purchase agreement, depending on the particular circumstances
surrounding each potential investment.  A supplement to this Prospectus will
describe any improvements proposed to be constructed thereon and other
information considered appropriate for an understanding of the transaction.
Further data will be made available after any pending acquisition is
consummated, also by means of a supplement to this Prospectus, if appropriate.
IT SHOULD BE UNDERSTOOD THAT THE INITIAL DISCLOSURE OF ANY PROPOSED ACQUISITION
CANNOT BE RELIED UPON AS AN ASSURANCE THAT THE COMPANY WILL ULTIMATELY
CONSUMMATE SUCH PROPOSED ACQUISITION NOR THAT THE INFORMATION PROVIDED
CONCERNING THE PROPOSED ACQUISITION WILL NOT CHANGE BETWEEN THE DATE OF SUCH
SUPPLEMENT AND ACTUAL PURCHASE.

It is intended that the proceeds of this Offering will be invested in
properties in accordance with the Company's investment policies.  Funds
available for Investment in properties which are not expended or committed to
the acquisition or development of specific real properties on or before the
later of the second anniversary of the effective date of the Registration
Statement or one year after the termination of the Offering and not reserved for
working capital purposes will be returned to the shareholders.

The Company intends to obtain adequate insurance coverage for all
properties in which it invests.

DISTRIBUTION POLICY

REIT STATUS

In order to qualify as a REIT for federal income tax purposes, among  other
things, the Company must make distributions each taxable year (not including any
return of capital for federal income tax purposes) equal to at least 95% of its
real estate investment trust taxable income, although the Board of Directors, in
its discretion, may increase that percentage as it deems appropriate.  See
"Federal Income Tax Considerations--Requirements for Qualification."  The
declaration of distributions is within the discretion of the Board of Directors
and depends upon the Company's Cash Available for Distribution, current and
projected cash requirements, tax considerations and other factors.

The Company intends to make regular quarterly distributions to holders of
the Shares.  Distributions will be made to those stockholders who are
stockholders as of the record date selected by the Directors.  Distributions
will be declared monthly and paid on a quarterly basis during the Offering
period and declared and paid quarterly thereafter.  Generally, income
distributed to stockholders will not be taxable to the Company under federal
income tax laws if the Company distributes at least 95% of its annual taxable
income.  If Cash Available for Distribution is insufficient to pay such
distributions, the Company may obtain the necessary funds by borrowing, issuing
new securities, or selling assets.  These methods of obtaining funds could
affect future distributions by increasing operating costs.  To the extent that
distributions to stockholders exceed the Company's current and accumulated
earnings and profits, such amounts will constitute a return of capital for
federal income tax purposes, although such distributions will not reduce
stockholders' aggregate Invested Capital.

Distributions will be made at the discretion of the Directors, depending
primarily on Cash Available for Distribution and the general financial condition
of the Company, subject to the obligation of the Directors to cause the Company
to qualify and remain qualified as a REIT for federal income tax purposes.  The
Company intends to increase distributions in accordance with increases in Cash
Available for Distribution.

45

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of the date of this Prospectus, the Company had not yet commenced active
operations.  Subscription proceeds may be released to the Company as accepted
and applied to investment in properties and the payment or reimbursement of
Selling Commissions and other Organization and Offering Expenses.  See
"Estimated Use of Proceeds."  The Company will experience a relative increase in
liquidity as additional subscriptions for Shares are received, and a relative
decrease in liquidity as net Offering proceeds are expended in connection with
the acquisition, development and operation of properties.

As of the initial date of this Prospectus, the Company has not entered into
any arrangements creating a reasonable probability that any specific property
will be acquired by the Company.  The number of Company properties to be
acquired by the Company will depend upon the number of Shares sold and the
resulting amount of the net proceeds available for investment in properties
available to the Company.  See "Risk Factors."

The Company is not aware of any material trends or uncertainties, favorable
or unfavorable, other than national economic conditions affecting real estate
generally, which may be reasonably anticipated to have a material impact on
either capital resources or the revenues or income to be derived from the
operation of the Company's properties.

Until required for the acquisition, development or operation of properties,
net Offering proceeds will be kept in short-term, liquid investments.  Because
the vast majority of leases for the properties acquired by the Company will
provide for tenant reimbursement of operating expenses, it is not anticipated
that a permanent reserve for maintenance and repairs of Company properties will
be established.  However, to the extent that the Company has insufficient funds
for such purposes, the Advisor may contribute to the Company an aggregate amount
of up to 1% of Gross Offering Proceeds for maintenance and repairs of the
Company's properties.  The Advisor also may, but is not required to, establish
reserves from Gross Offering Proceeds, out of cash flow generated by operating
properties or out of Nonliquidating Net Sale Proceeds.

DESCRIPTION OF CAPITAL STOCK

The following summary of certain provisions of the Company's Articles of
Incorporation and Bylaws and Maryland law is subject to and qualified in its
entirety by reference to such documents, copies of which are Exhibits to the
Registration Statement of which this Prospectus is a part.

Under its Articles of Incorporation, the Company has authority to issue a
total of 90,000,000 shares of capital stock, of which 40,000,000 shares are
designated as common stock, $.01 par value per share (the "Common Stock"),
5,000,000 shares of which are designated are preferred stock, $.01 par value per
share (the "Preferred Stock"), and 45,000,000 shares are designated as Shares-
in-Trust (as described in "-- Articles of Incorporation and Bylaw Provisions."

COMMON STOCK

The holders of Shares are entitled to one vote per share on all matters
voted on by shareholders, including elections of directors.  Except as otherwise
required by law or provided in any resolution adopted by the Board of Directors
with respect to any series of Preferred Stock, the holders of such shares
exclusively possess all voting power.  The Articles of Incorporation do not
provide for cumulative voting in the election of directors.  Subject to any
preferential rights of any outstanding series of Preferred Stock, the holders of
Shares are entitled to such dividends as may be declared from time to time by
the Board of Directors from funds available therefor, and upon liquidation are
entitled to receive pro rata all assets of the Company available for
distribution to such holders.  All Shares issued in the Offering will be fully
paid and nonassessable and the holders thereof will not have preemptive rights.

46

PREFERRED STOCK

The Articles of Incorporation authorize the Board of Directors to designate
and issue from time to time 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 those of the Common Stock.  However,
the voting rights for each share of Preferred Stock shall not exceed voting
rights of the Common Stock.  The issuance of Preferred Stock could have the
effect of delaying or preventing a change in control of the Company.  The Board
of Directors has no present plans to issue any Preferred Stock, but may
nevertheless do so in the future.

SOLICITING DEALER WARRANTS

The Company has agreed to issue and sell, and the Dealer Manager has agreed
to purchase for the price of $.0008 per warrant, warrants (the "Soliciting
Dealer Warrants") to purchase one Share per Soliciting Dealer Warrant for each
Share sold by the Dealer Manager (and/or the Soliciting Dealers), up to a
maximum of 600,000 Soliciting Dealer Warrants.  The Soliciting Dealer Warrants
will be issued on a quarterly basis commencing 60 days after the date on which
the Shares are first sold pursuant to this Offering.  The Dealer Manager may
retain or reallow all Soliciting Dealer Warrants to the Soliciting Dealers
(except Soliciting Dealers in Minnesota), unless such issuance of the Soliciting
Dealer Warrants is prohibited by either federal or state securities laws.  The
Shares issuable upon exercise of the Soliciting Dealer Warrants are being
registered as part of this Offering.

Each Soliciting Dealer will receive from the Dealer Manager one Soliciting
Dealer Warrant for each 25 Shares sold by such Soliciting Dealer during this
Offering.  All Shares sold by the Company other than through the Reinvestment
Plan will be included in the computation of the number of Shares sold to
determine the number of Soliciting Dealer Warrants to be issued.  The holder of
a Soliciting Dealer Warrant will be entitled to purchase one Share from the
Company at a price of $12 (120% of the public offering price per Share) during
the time period beginning one year from the effective date of this Offering and
ending five years after the effective date of this Offering (the "Exercise
Period").  A Soliciting Dealer Warrant may not be exercised unless the Shares to
be issued upon the exercise of the Soliciting Dealer Warrant have been
registered or are exempt from registration in the state of residence of the
holder of the Soliciting Dealer Warrant or if a prospectus required under the
laws of such state cannot be delivered to the buyer on behalf of the Company.
Notwithstanding the foregoing, no Soliciting Dealer Warrants will be exercisable
until one year from the effective date of the Offering.  In addition, holders of
Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to
the extent such exercise would jeopardize the Company's status as a REIT under
the Code.

The terms of the Soliciting Dealer Warrants, including the exercise price
and the number and type of securities issuable upon exercise of a Soliciting
Dealer Warrant and the number of such warrants may be adjusted in the event of
stock dividends, stock splits, or a merger, consolidation, reclassification,
reorganization, recapitalization, or sale of assets.  Soliciting Dealer Warrants
are not transferable or assignable except by the Dealer Manager, the Soliciting
Dealers, their successors in interest, or to individuals who are officers of
such a person.  Exercise of these Soliciting Dealer Warrants will be under the
terms and conditions detailed in this Prospectus and in the Warrant Purchase
Agreement, which is an exhibit to the Registration Statement.

Holders of Soliciting Dealer Warrants do not have the rights of
stockholders, may not vote on Company matters and are not entitled to receive
distributions until such time as such warrants are exercised.

ARTICLES OF INCORPORATION AND BYLAW PROVISIONS

Restrictions on Ownership and Transfer

For the Company to qualify as a REIT under the Code, it must meet certain
requirements concerning the ownership of its outstanding shares of capital
stock.  Specifically, not more than 50% in value of the Company's outstanding
shares of capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable year, and the Company must be beneficially owned by

47

100 or more persons during at least 335 days of a taxable year of 12 months or
during a proportionate part of a shorter taxable year. See "Federal Income Tax
Considerations -- Requirements for Qualification." In addition, the Company must
meet certain requirements regarding the nature of its gross income in order to
qualify as a REIT. One such requirement is that at least 75% of the Company's
gross income for each year must consist of "rents from real property" and income
from certain other real property investments. No rent that the Company receives
from a tenant in which it owns 10% or more of the ownership interests will
qualify as "rents from real property." See "Federal Income Tax Considerations --
Requirements for Qualification -- Income Tests."

Because the Board of Directors believes it is essential for the Company to
continue to qualify as a REIT, the Articles of Incorporation, subject to certain
exceptions described below, provide that no person may own, or be deemed to own
by virtue of the attribution provisions of the Code, more than 9.8% (the
"Ownership Limitation") of the number of outstanding shares of Common Stock or
more than 9.8% of the number of outstanding shares of any class of Preferred
Stock.

Any transfer of Shares that would (i) result in any person owning, directly
or indirectly, Shares in excess of the Ownership Limitation, (ii) result in
Shares being owned by fewer than 100 persons (determined without reference to
any rules of attribution), (iii) result in the Company being "closely held"
within the meaning of section 856(h) of the Code, or (iv) cause the Company to
own, actually or constructively, 10% or more of the ownership interests in a
tenant of the Company's or the Operating Partnership's real property, within the
meaning of section 856(d)(2)(B) of the Code, will be null and void, and the
intended transferee will acquire no rights in such Shares.

Subject to certain exceptions described below, any purported transfer of
Shares that would (i) result in any person owning, directly or indirectly,
Shares in excess of the Ownership Limitation, (ii) result in the Shares being
owned by fewer than 100 persons (determined without reference to any rules of
attribution), (iii) result in the Company being "closely held" within the
meaning of section 856(h) of the Code, or (iv) cause the Company to own,
actually or constructively, 10% or more of the ownership interests in a tenant
of the Company's or the Operating Partnership's real property, within the
meaning of section 856(d)(2)(B) of the Code, will be designated as "Shares-in-
Trust" and will be transferred automatically to a trust (a "Trust"), effective
on the day before the purported transfer of such Shares.  The record holder of
the Shares that are designated as Shares-in-Trust (the "Prohibited Owner") will
be required to submit such number of Shares to the Company for registration in
the name of the trustee of the Trust (the "Trustee").  The Trustee will be
designated by the Company, but will not be affiliated with the Company.  The
beneficiary of a Trust (the "Beneficiary") will be one or more charitable
organizations named by the Company.

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.  The
Trustee will designate a permitted transferee of the Shares-in-Trust, provided
that the permitted transferee (i) purchases such Shares-in-Trust for valuable
consideration and (ii) acquires such Shares-in-Trust without such acquisition
resulting in another transfer to another Trust.

The Prohibited Owner with respect to Shares-in-Trust will be required to
repay to the Trustee the amount of any dividends or distributions received by
the Prohibited Owner (i) that are attributable to any Shares-in-Trust and (ii)
the record date of which was on or after the date that such shares became
Shares-in-Trust.  Within 20 days of receiving notice from the Company that
shares of the Company's common stock have been transferred to the Trust, the
Company shall, at its sole option, either (i) repurchase such Shares-in-Trust
from the Prohibited Owner, or (ii) cause the Trustee to sell the Shares-in-Trust
on behalf of the Prohibited Owner to a third party (the "Option").  The
Prohibited Owner shall receive from the Trustee the lesser of (i) the price per
share in the transaction that created such Shares-in-Trust (or, in the case of a
gift or devise, the Market Price (as defined below) per share on the date of
such transfer) or (ii) the Market Price per share on the date that the Company,
or its designee, accepts such offer.  Any amounts received by the Trustee in
excess of the amounts to be paid to the Prohibited Owner will be distributed to
the Beneficiary.  Such purchase price amount shall be sent to the Prohibited
Owner within five business days from the close of such sale transaction.

In connection with the Option described above, the Shares-in-Trust will be
deemed to have been offered for sale to the Company, or its designee.  The
Company will have the right to accept such offer for a period of 20 days after

48

the later of (i) the date of the purported transfer which resulted in such
Shares-in-Trust or (ii) the date the Company determines in good faith that a
transfer resulting in such Shares-in-Trust occurred.

"Market Price" on any date shall mean the average of the Closing Price for
the five consecutive Trading Days ending on such date.  The "Closing Price" on
any date shall mean the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the NYSE or, if the Shares are not listed or admitted to trading on
the NYSE, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Shares are listed or admitted to trading or, if the Shares are not
listed or admitted to trading on any national securities exchange, the last
quoted price, or if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System or, if such system is no
longer in use, the principal other automated quotations system that may then be
in use or, if the Shares are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the Shares selected by the Board of Directors, or, if no such
market maker exists, as determined in good faith by the Board of Directors.
"Trading Day" shall mean a day on which the principal national securities
exchange on which the Shares are listed or admitted to trading is open for the
transaction of business or, if the Shares are not listed or admitted to trading
on any national securities exchange, shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

Any person who (a) acquires Shares in violation of the foregoing
restrictions or who owned Shares that were transferred to a Trust is required to
give immediately written notice to the Company of such event, and (b) transfers
or receives (or attempts to transfer or receive) Shares subject to such
limitations is required to give the Company at least 15 days written notice
prior to such transaction, and in both cases such persons shall provide to the
Company such other information as the Company may request in order to determine
the effect, if any, of such transfer on the Company's status as a REIT.

All persons who own, directly or indirectly, more than 5% (or such lower
percentages as required pursuant to regulations under the Code) of the
outstanding Shares must, within 30 days after January 1 of each year, provide to
the Company a written statement or affidavit stating (i) the name and address of
such direct or indirect owner, (ii) the number of Shares owned directly or
indirectly, and (iii) a description of how such shares are held.  In addition,
each direct or indirect shareholder shall provide to the Company such additional
information as the Company may request in order to determine the effect, if any,
of such ownership on the Company's status as a REIT and to ensure compliance
with the Ownership Limitation.

The Ownership Limitation generally will not apply to the acquisition of
Shares by an underwriter that participates in a public offering of such shares.
In addition, the Board of Directors, upon receipt of a ruling from the Service
or an opinion of counsel and upon such other conditions as the Board of
Directors may direct, may exempt a person from the Ownership Limitation under
certain circumstances.  The foregoing restrictions will continue to apply until
(i) the Board of Directors determines that it is no longer in the best interests
of the Company to attempt to qualify, or to continue to qualify, as a REIT and
(ii) there is an affirmative vote of a majority of the number of Shares entitled
to vote on such matter at a regular or special meeting of the shareholders of
the Company.

All certificates representing Shares will bear a legend referring to the
restrictions described above.

The Ownership Limitation could have the effect of discouraging a takeover
or other transaction in which holders of some, or a majority, of the Shares
might receive a premium from their Shares over the then prevailing market price
or which such holders might believe to be otherwise in their best interest.

Number of Directors; Removal; Filling Vacancies

The Articles of Incorporation and Bylaws provide that the number of
directors will consist of not less than 3 nor more than 15 persons, subject to
increase or decrease by the affirmative vote of 80% of the members of the entire

49

Board of Directors.  At all times a majority of the directors shall be
Independent Directors, except that upon the death, removal or resignation of an
Independent Director, such requirement shall not be applicable for 90 days.
Upon completion of the Offering, there will be five directors, three of whom
shall be Independent Directors.  The shareholders shall be entitled to vote on
the election or removal of directors, with each share entitled to one vote.  The
Articles of Incorporation provide that, subject to any rights of holders of any
class of preferred stock, and unless the Board of Directors otherwise
determines, any vacancies will be filled by the affirmative vote of a majority
of the remaining directors, though less than a quorum, provided that Independent
Directors shall nominate and approve directors to fill vacancies created by
Independent Directors.  Accordingly, the Board of Directors could temporarily
prevent any shareholder from enlarging the Board of Directors and filling the
new directorships with such shareholder's own nominees.  Any directors so
elected shall hold office until the next annual meeting of shareholders.

A director may be removed with or without cause by the vote of the holders
of a majority of the outstanding shares of capital stock entitled to vote for
the election of directors at a special meeting of the shareholders called for
the purpose of removing such director.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The MGCL permits a Maryland corporation to include in its Articles of
Incorporation a provision limiting the liability of its directors and officers
to the corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action.

Subject to the conditions set forth below, the Articles of Incorporation
provides that the Company shall indemnify and hold harmless a Director, Advisor
or Affiliate against any or all losses or liabilities reasonably incurred by
such Director, Advisor or Affiliate in connection with or by reason of any act
or omission performed or omitted to be performed on behalf of the Company in
such capacity.

Under the Company's Articles of Incorporation, the Company shall not
indemnify its Directors, Advisor or any Affiliate for any liability or loss
suffered by the Directors, Advisors or Affiliates, nor shall it provide that the
Directors, Advisors or Affiliates be held harmless for any loss or liability
suffered by the Company, unless all of the following conditions are met: (i) the
Directors, Advisor or Affiliates have determined, in good faith, that the course
of conduct which caused the loss or liability was in the best interests of the
Company; (ii) the Directors, Advisor or Affiliates were acting on behalf of or
performing services of the Company; (iii) such liability or loss was not the
result of (A) negligence or misconduct by the Directors, excluding the
Independent Directors, Advisors or Affiliates; or (B) gross negligence or
willful misconduct by the Independent Directors; (iv) such indemnification or
agreement to hold harmless is recoverable only out of the Company's net assets
and not from Shareholders.  Notwithstanding the foregoing, the Directors,
Advisors or Affiliates and any persons acting as a broker-dealer shall not be
indemnified by the Company for any losses, liability or expenses arising from or
out of an alleged violation of federal or state securities laws by such party
unless one or more of the following conditions are met: (i) there has been a
successful adjudication on the merits of each count involving alleged securities
law violations as to the particular indemnitee; (ii) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as
to the particular indemnitee; (iii) a court of competent jurisdiction approves a
settlement of the claims against a particular indemnitee and finds that
indemnification of the settlement and the related costs should be made, and the
court considering the request for indemnification has been advised of the
position of the SEC and of the published position of any state securities
regulatory authority in which securities of the Company were offered or sold as
to indemnification for violations of securities laws.

The Articles of Incorporation provides that the advancement of Company
funds to the Directors, Advisors or Affiliates for legal expenses and other
costs incurred as a result of any legal action for which indemnification is
being sought is permissible only if all of the following conditions are
satisfied: (i) the legal action relates to acts or omissions with respect to the
performance of duties or services on behalf of the Company; (ii) the legal
action is initiated by a third party who is not a Shareholder or the legal
action is initiated by a Shareholder acting in his or her capacity as such and a
court of competent jurisdiction specifically approves such advancement; (iii)
the Directors, Advisor or Affiliates undertake to repay the advanced funds to
the Company together with the applicable legal rate of interest thereon, in
cases in which such Directors, Advisor or Affiliates are found not to be
entitled to indemnification.

50

The MGCL requires a Maryland corporation (unless its Articles of
Incorporation provide otherwise, which the Company's Articles of Incorporation
do not) to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he is made a
party by reason of his service in that capacity.  The MGCL permits a Maryland
corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities unless it
is established that (a) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and (i) was committed in
bad faith or (ii) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful.  However, under the MGCL a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses.  In addition, the MGCL permits a corporation to advance reasonable
expenses to a director or officer upon the corporation's receipt of (a) a
written affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written undertaking by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.  Indemnification under the
provisions of the MGCL is not deemed exclusive of any other rights, by
indemnification or otherwise, to which an officer or director may be entitled
under the Company's Articles of Incorporation or Bylaws, or under resolutions of
stockholders or directors, contract or otherwise.  It is the position of the
Commission that indemnification of directors an officers for liabilities arising
under the Securities Act is against public policy and is unenforceable pursuant
to Section 14 of the Securities Act.

The Company intends to purchased and maintain insurance on behalf of all of
its directors and executive officers against liability asserted against or
incurred by them in their official capacities with the Company, whether or not
the Company is required or has the power to indemnify them against the same
liability.

Causes of action resulting from violations of federal or state securities
law shall be governed by such law.

BUSINESS COMBINATIONS

Under the MGCL, certain "business combinations" (including a merger,
consolidation, share exchange or, in certain circumstances, an asset transfer or
issuance or reclassification of equity securities) between a Maryland
corporation and any person who beneficially owns 10% or more of the voting power
of such corporation's shares or an affiliate of such corporation 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 the then-outstanding
voting shares of such corporation (an "Interested Stockholder") or an affiliate
thereof, are prohibited for five years after the most recent date on which the
Interested Stockholder became an Interested Stockholder.  Thereafter, any such
business combination must be recommended by the board of directors of such
corporation and approved by the affirmative vote of at least (a) 80% of the
votes entitled to be cast by holders of outstanding shares of voting stock of
the corporation and (b) two-thirds of the votes entitled to be cast by holders
of voting shares of such corporation other than shares held by the Interested
Stockholder with whom (or with whose affiliate) the business combination is to
be effected, unless, among other conditions, the corporation's common
stockholders receive a minimum price (as defined in the MGCL) for their shares
and the consideration is received in cash or in the same form as previously paid
by the Interested Stockholder for its shares.  These provisions of the MGCL do
not apply, however, to business combinations that are approved or exempted by
the board of directors of the corporation prior to the time that the Interested
Stockholder becomes an Interested Stockholder.

CONTROL SHARE ACQUISITION STATUTE

The MGCL 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,
excluding shares owned by the acquiror, by officers or by directors who are
employees of the corporation.  "Control Shares" are voting shares which, if
aggregated with all other such shares previously acquired by the acquiror, or in
respect of which the acquiror is able to exercise or direct the exercise of
voting power (except solely by virtue of a revocable proxy), would entitle the
acquiror to exercise voting power in electing directors within one of the
following

51

ranges of voting power: (i) one-fifth or more but less than one-third, (ii) one-
third or more but less than a majority, or (iii) 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 stockholder approval.
A "control share acquisition" means the acquisition of control shares, subject
to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon
satisfaction of certain conditions (including an undertaking to pay expenses),
may compel the board of directors of the corporation to call a special meeting
of stockholders 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 stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as required by the statute, then
subject to certain conditions and limitations, the corporation may redeem any or
all of the control shares (except those for which voting rights have previously
been approved) for fair value determined, without regard to the absence of
voting rights for the control shares, as of the date of the last control share
acquisition by the acquiror or of any meeting of stockholders at which the
voting rights of such shares are considered and not approved. If voting rights
for control shares are approved at a stockholders meeting and the acquiror
becomes entitled to vote a majority of the shares entitled to vote, all other
stockholders may exercise appraisal rights.  The fair value of the shares as
determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the 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.

The Articles of Incorporation and Bylaws of the Company contain a provision
exempting from the control share acquisition statute any and all acquisitions by
any person of the Company's capital stock.  There can be no assurance that such
provision will not be amended or eliminated at any time in the future.

AMENDMENT TO THE ARTICLES OF INCORPORATION

The Articles of Incorporation of the Company may be amended by the
affirmative vote by holders of a majority of the shares then outstanding and
entitled to vote thereon, without the concurrence of the Board of Directors,
provided, however, (i)  no amendment may be made which would change any rights
with respect to any outstanding class of securities by reducing the amount
payable thereon upon liquidation or by diminishing or eliminating any voting
rights pertaining thereto; (ii) the provisions pertaining to amending the
Articles of Incorporation and reorganizations shall not be amended, (iii) no
term or provision of the Articles of Incorporation may be added, amended or
repealed in any respect that would, in the determination of the Board of
Directors, cause the Company not to qualify as a REIT under the Code, (iv)
certain provisions of the Articles of Incorporation, including provisions
relating to the removal of directors, Independent Directors, preemptive rights
of holders of stock and the indemnification and limitation of liability of
officers and directors may not be amended or repealed and (v) provisions
imposing cumulative voting in the election of directors may not be added to the
Articles of Incorporation, unless, in each such case, such action is approved by
the affirmative vote of the holders of not less than a majority of all the votes
entitled to be cast thereon.  The Board of Directors may amend the Articles of
Incorporation (without the concurrence by the stockholders) only to enable the
Company to qualify as a real estate investment trust under the Code.

DISSOLUTION OF THE COMPANY

The dissolution of the Company must be approved by the affirmative vote of
the holders of not less than a majority of all of the votes entitled to be cast
on the matter.  Under the Articles of Incorporation, the Company will
automatically terminate and dissolve on January 30, 2008 (ten years after the
initial date of this Prospectus), unless the Listing occurs, in which event the
Company will automatically become a perpetual life entity.

52

ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND NEW BUSINESS

The Bylaws of the Company provide that (a) with respect to an annual
meeting of stockholders, nominations of persons for election to the Board of
Directors and the proposal of business to be considered by stockholders may be
made only (i) pursuant to the Company's notice of the meeting, (ii) by or at the
direction of the Board of Directors or (iii) by a stockholder who is entitled to
vote at the meeting and has complied with the advance notice procedures set
forth in the Bylaws and (b) with respect to special meetings of stockholders,
only the business specified in the Company's notice of meeting may be brought
before the meeting of stockholders and nominations of persons for election to
the Board of Directors may be made only (i) pursuant to the Company's notice of
the meeting, (ii) by or at the direction of the Board of Directors or (iii)
provided that the Board of Directors has determined that directors shall be
elected at such meeting, by a stockholder who is entitled to vote at the meeting
and has complied with the advance notice provisions set forth in the Bylaws.

MEETING OF STOCKHOLDERS

The Company's Bylaws provide that annual meetings of stockholders shall be
held on a date and at the time set by the Board of Directors.  The Board of
Directors (including the Independent Directors) will take reasonable steps to
ensure that the annual stockholders meeting shall be set within a reasonable
period (not less than 30 days) following delivery of the annual report.  Special
meetings of the stockholders may be called by (i) the President of the Company,
(ii) the Chief Executive Officer or (iii) the Board of Directors.  As permitted
by the MGCL, the Bylaws of the Company provide that special meetings must be
called by the Secretary of the Company upon the written request of the holders
of shares entitled to cast not less than a majority of all votes entitled to be
cast at the meeting.

OPERATIONS

The Articles of Incorporation require the Board of Directors generally to
use its best efforts to cause the Company to qualify as a REIT.  Although the
Company has opted to not be governed by Maryland's business combination and
control share acquisition statutes, if the Company's Articles of Incorporation
and Bylaws are amended to include them, such provisions of the MGCL could delay,
defer or prevent a transaction or a change in control of the Company that might
involve a premium price for holders of Shares or otherwise be in their best
interests.

INSPECTION OF BOOKS AND RECORDS

The Advisor will keep, or cause to be kept, on behalf of the Company, full
and true books of account on an accrual basis of accounting, in accordance with
generally accepted accounting principles.  All of such books of account,
together with all other records of the Company, including a copy of the Articles
of Incorporation and any amendments thereto, will at all times be maintained at
the principal office of the Company, and will be open to inspection,
examination, and, for a reasonable charge, duplication upon reasonable notice
and during normal business hours by a stockholder or his agent.

As a part of its books and records, the Company will maintain at its
principal office an alphabetical list of names of stockholders, along with their
addresses and telephone numbers and the number of Shares held by each
stockholder.  Such list shall be updated at least quarterly and shall be
available for inspection at the Company's home office by a stockholder or his or
her designated agent upon such stockholder's request.  Such list also shall be
mailed to any stockholder requesting the list within 10 days of a request.  The
Company may require the stockholder requesting the stockholder list to represent
that the list is not requested for a commercial purpose unrelated to the
stockholder's interest in the Company and that he or she will not make any
commercial distribution of such list or the information disclosed through such
inspection.  The Company may impose a reasonable charge for expenses incurred in
reproducing such list.  The list may not be sold or used for commercial
purposes.

RESTRICTIONS ON "ROLL-UP" TRANSACTIONS

In connection with a proposed "Roll-Up Transaction," which, in general
terms, is any transaction involving the acquisition, merger, conversion, or
consolidation, directly or indirectly, of the Company and the issuance of
securities of 

53

an entity that would be created or would survive after the
successful completion of the Roll-Up Transaction (a "Roll-Up Entity"), an
appraisal of all of the Company's properties shall be obtained from an
independent appraiser.  In order to qualify as an independent appraiser for this
purpose(s), the person or entity shall have no material current or prior
business or personal relationship with the Advisor or Directors and shall be
engaged to a substantial extent in the business of rendering opinions regarding
the value of assets of the type held by the Company.  The Company's 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
Company's 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 such
Independent Expert shall clearly state that the engagement is for the benefit of
the Company and the stockholders.  A summary of the independent appraisal,
indicating all material assumptions underlying the appraisal, shall be included
in a report to stockholders in connection with a proposed Roll-Up Transaction.
In connection with a proposed Roll-Up Transaction, the person sponsoring the
Roll-Up Transaction shall offer to stockholders who vote against the proposal
the choice of:

(i)  accepting the securities of the Roll-Up Entity offered in the proposed
Roll-Up Transaction; or

(ii)  one of the following:

a.  remaining stockholders of the Company and preserving their
interests therein on the same terms and conditions as existed previously;
or

b.  receiving cash in an amount equal to the stockholder's pro
rata share of the appraised value of the net assets of the Company.

The Company is prohibited from participating in any proposed Roll-Up
Transaction:

(i) which would result in the stockholders having democracy rights in the
Roll-Up Entity that are less than those provided in the Company's Articles of
Incorporation 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 the Articles of Incorporation, and dissolution of
the Company;

(ii) which includes provisions that would operate as a material impediment
to, or frustration of, the accumulation of shares by any purchaser of the
securities of the Roll-Up Entity (except to the minimum extent necessary to
preserve the tax status of the Roll-Up Entity), or which would limit the ability
of an investor to exercise the voting rights of its securities of the Roll-Up
Entity on the basis of the number of shares held by that investor;

(iii)  in which investor's rights to access of records of the Roll-Up
Entity will be less than those provided in the Company's Articles of
Incorporation and described in "Inspection of Books and Records," above; or

(iv) in which any of the costs of the Roll-Up Transaction would be borne by
the Company if the Roll-Up Transaction is not approved by the stockholders.

54

FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of material federal income tax considerations
that may be relevant to a prospective holder of Shares in the Company.  Hunton &
Williams has acted as counsel to the Company and has reviewed this summary and
is of the opinion that it fairly summarizes the federal income tax
considerations that will be material to a holder of Shares. The discussion
contained herein does not address all aspects of taxation that may be relevant
to particular shareholders in light of their personal investment or tax
circumstances, or to certain types of shareholders (including insurance
companies, tax-exempt organizations, financial institutions or broker-dealers,
foreign corporations, and persons who are not citizens or residents of the
United States) subject to special treatment under the federal income tax laws.

The statements in this discussion and the opinion of Hunton & Williams are
based on current provisions of the Code, existing, temporary, and currently
proposed Treasury Regulations promulgated under the Code, the legislative
history of the Code, existing administrative rulings and practices of the
Service, and judicial decisions.  No assurance can be given that future
legislative, judicial, or administrative actions or decisions, which may be
retroactive in effect, will not affect the accuracy of any statements in this
Prospectus with respect to the transactions entered into or contemplated prior
to the effective date of such changes.

EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT HIS OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OF THE PURCHASE, OWNERSHIP, AND
SALE OF SHARES AND OF THE COMPANY'S ELECTION TO BE TAXED AS A REIT, INCLUDING
THE FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE,
OWNERSHIP, SALE, AND ELECTION, AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF THE COMPANY

The Company currently has in effect an election to be taxed as a pass-
through entity under Subchapter S of the Code, but intends to revoke its S
election on the day prior to the date on which the Offering commences.  The
Company plans to make an election to be taxed as a REIT under sections 856
through 860 of the Code, effective for its short taxable year beginning on the
day prior to the date on which the Offering commences and ending on December 31,
1998.  The Company believes that, commencing with such taxable year, it will be
organized and will operate in such a manner as to qualify for taxation as a REIT
under the Code, and the Company intends to continue to operate in such a manner,
but no assurance can be given that the Company will operate in a manner so as to
qualify or remain qualified as a REIT.

The sections of the Code relating to qualification and operation as a REIT
are highly technical and complex.  The following discussion sets forth the
material aspects of the Code sections that govern the federal income tax
treatment of a REIT and its shareholders.  The discussion is qualified in its
entirety by the applicable Code provisions, Treasury Regulations promulgated
thereunder, and administrative and judicial interpretations thereof, all of
which are subject to change prospectively or retroactively.

Hunton & Williams has acted as counsel to the Company in connection with
the Offering and the Company's election to be taxed as a REIT.  In the opinion
of Hunton & Williams, assuming that the elections and other procedural steps
described in this discussion of "Federal Income Tax Considerations" are
completed by the Company in a timely fashion,  the Company's organization and
proposed method of operation will enable it to qualify to be taxed as a REIT
under the Code commencing with the Company's short taxable year beginning the
day prior to the date on which the Offering commences and ending December 31,
1998, and for its future taxable years.  Investors should be aware, however,
that opinions of counsel are not binding upon the Service or any court.  It must
be emphasized that Hunton & Williams' opinion is based on various assumptions
and is conditioned upon certain representations made by the Company as to
factual matters, including representations regarding the nature of the Company's
properties and the future conduct of its business.  Such factual assumptions and
representations are described below in this discussion of "Federal Income Tax
Considerations" and are set out in the federal income tax opinion that has been
delivered by Hunton & Williams.  Moreover, such qualification and taxation as a
REIT depends upon the Company's ability to meet on a 

55

continuing basis, through actual annual operating results, distribution levels,
and share ownership, the various qualification tests imposed under the Code
discussed below. Hunton & Williams will not review the Company's compliance with
those tests on a continuing basis. Accordingly, no assurance can be given that
the actual results of the Company's operations for any particular taxable year
will satisfy such requirements. For a discussion of the tax consequences of
failure to qualify as a REIT, see "Failure to Qualify."

If the Company qualifies for taxation as a REIT, it generally will not be
subject to federal corporate income tax on its net income that is distributed
currently to its shareholders.  That treatment substantially eliminates the
"double taxation" (i.e., taxation at both the corporate and shareholder levels)
that generally results from investment in a corporation.  However, the Company
will be subject to federal income tax in the following circumstances.  First,
the Company will be taxed at regular corporate rates on any undistributed REIT
taxable income, including undistributed net capital gains.  Second, under
certain circumstances, the Company may be subject to the "alternative minimum
tax" on its undistributed items of tax preference, if any.  Third, if the
Company has (i) 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 (ii) other nonqualifying income from foreclosure property, it will
be subject to tax at the highest corporate rate on such income.  Fourth, if the
Company has net income from prohibited transactions (which are, in general,
certain sales or other dispositions of property (other than foreclosure
property) held primarily for sale to customers in the ordinary course of
business), such income will be subject to a 100% tax.  Fifth, if the Company
should fail to satisfy the 75% gross income test or the 95% gross income test
(as discussed below), and nonetheless has maintained its qualification as a REIT
because certain other requirements have been met, it will be subject to a 100%
tax on the net income attributable to the greater of the amount by which the
Company fails the 75% or 95% gross income test. Sixth, if the Company should
fail to distribute during each calendar year at least the sum of (i) 85% of its
REIT ordinary income for such year, (ii) 95% of its REIT capital gain net income
for such year, and (iii) any undistributed taxable income from prior periods,
the Company would be subject to a 4% excise tax on the excess of such required
distribution over the amounts actually distributed.  Seventh, the Company may
elect to retain and pay income tax on the net long-term capital gain it receives
in a taxable year.  Finally, if the Company acquires any asset from a C
corporation (i.e., a corporation generally subject to full corporate-level tax)
in a transaction in which the basis of the asset in the Company's hands is
determined by reference to the basis of the asset (or any other asset) in the
hands of the C corporation and the Company recognizes gain on the disposition of
such asset during the 10-year period beginning on the date on which such asset
was acquired by the Company, then to the extent of such asset's "built-in-gain"
(i.e., the excess of the fair market value of such asset at the time of
acquisition by the Company over the adjusted basis in such asset at such time),
such gain will be subject to tax at the highest regular corporate rate
applicable (as provided in Treasury Regulations that have not yet been
promulgated).  The results described above with respect to the recognition of
"built-in-gain" assume that the Company will make an election pursuant to IRS
Notice 88-19 if it were to make any such acquisition.

REQUIREMENTS FOR QUALIFICATION

The Code defines a REIT as a corporation, trust, or association (i) that is
managed by one or more trustees or directors; (ii) the beneficial ownership of
which is evidenced by transferable shares, or by transferable certificates of
beneficial interest; (iii) that would be taxable as a domestic corporation, but
for sections 856 through 860 of the Code; (iv) that is neither a financial
institution nor an insurance company subject to certain provisions of the Code;
(v) the beneficial ownership of which is held by 100 or more persons; (vi) not
more than 50% in value of the outstanding shares of which is owned, directly or
indirectly, by five or fewer individuals (as defined in the Code to include
certain entities) during the last half of each taxable year (the "5/50 Rule");
(vii) that makes an election to be a REIT (or has made such election for a
previous taxable year) and satisfies all relevant filing and other
administrative requirements established by the Service that must be met in order
to elect and maintain REIT status; (viii) that uses a calendar year for federal
income tax purposes and complies with the recordkeeping requirements of the Code
and Treasury Regulations promulgated thereunder; and (ix) that meets certain
other tests, described below, regarding the nature of its income and assets.
The Code provides that conditions (i) to (iv), inclusive, must be met during the
entire taxable year and that condition (v) must be met during at least 335 days
of a taxable year of 12 months, or during a proportionate part of a taxable year
of less than 12 months.  Conditions (v) and (vi) will not apply until after the
first taxable year for which an election is made by the Company to be taxed as a
REIT.  For purposes of determining stock ownership under the 5/50 Rule, a
supplemental unemployment compensation benefits plan, a private foundation, or a
portion of a trust permanently set aside or used exclusively for charitable
purposes generally is considered an individual.  A trust that is a qualified
trust under Code section 401(a), however, generally is not considered an
individual and beneficiaries of such 

56

trust are treated as holding shares of a REIT in proportion to their actuarial
interests in such trust for purposes of the 5/50 Rule.

The Company anticipates issuing sufficient Shares with sufficient diversity
of ownership pursuant to the Offering to allow it to satisfy requirements (v)
and (vi) after its 1998 taxable year.  In addition, the Company's Articles of
Incorporation provide for restrictions regarding transfer of Shares that are
intended to assist the Company in continuing to satisfy the share ownership
requirements described in clauses (v) and (vi) above.  Such transfer
restrictions are described in "Description of Capital Stock -- Articles of
Incorporation and Bylaw Provisions -- Restrictions on Ownership and Transfer."

The Company currently does not have any corporate subsidiaries, but may
have corporate subsidiaries in the future.  Code section 856(i) provides that a
corporation that is a "qualified REIT subsidiary" will not be treated as a
separate corporation, and all assets, liabilities, and items of income,
deduction, and credit of a "qualified REIT subsidiary" will be treated as
assets, liabilities, and items of income, deduction, and credit of the REIT.  A
"qualified REIT subsidiary" is a corporation, all of the capital stock of which
is owned by the REIT.  Thus, in applying the requirements described herein, any
qualified REIT subsidiaries of the Company will be ignored and all assets,
liabilities, and items of income, deduction, and credit of such subsidiaries
will be treated as assets, liabilities, and items of income, deduction, and
credit of the Company.

In the case of a REIT that is a partner in a partnership, Treasury
Regulations provide that the REIT will be deemed to own its proportionate share
of the assets of the partnership and will be deemed to be entitled to the gross
income of the partnership attributable to such share.  In addition, the assets
and gross income of the partnership will retain the same character in the hands
of the REIT for purposes of section 856 of the Code, including satisfying the
gross income and asset tests described below.  Thus, the Company's proportionate
share of the assets, liabilities and items of income of the Operating
Partnership will be treated as assets, liabilities and items of income of the
Company for purposes of applying the requirements described herein

Income Tests

In order for the Company to qualify and to maintain its qualification as a
REIT, two requirements relating to the Company's gross income must be satisfied
annually.  First, at least 75% of the Company's gross income (excluding gross
income from prohibited transactions) for each taxable year must consist of
defined types of income derived directly or indirectly from investments relating
to real property or mortgages on real property (including "rents from real
property" and, in certain circumstances, interest) or temporary investment
income.  Second, at least 95% of the Company's gross income (excluding gross
income from prohibited transactions) for each taxable year must be derived from
such real property or temporary investments, and from dividends, other types of
interest, and gain from the sale or disposition of stock or securities, or from
any combination of the foregoing.   The specific application of these tests to
the Company is discussed below.

The rent received by the Company from its tenants ("Rent") will qualify as
"rents from real property" in satisfying the gross income requirements for a
REIT described above only if several conditions are met.  First, the amount of
rent 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 receipts or sales.  Second, the Code provides
that rents received from a tenant will not qualify as "rents from real property"
in satisfying the gross income tests if the Company, or a direct or indirect
owner of 10% or more of the Company, directly or constructively owns 10% or more
of such tenant (a "Related Party Tenant").  Third, 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 such personal property will not qualify as "rents from real
property."  Finally, for the Rent to qualify as "rents from real property," the
Company generally must not operate or manage its properties or furnish or render
services to the tenants of such properties, other than through an "independent
contractor" who is adequately compensated and from whom the Company derives no
revenue.  The "independent contractor" requirement, however, does not apply to
the extent the services provided by the Company are "usually or customarily
rendered" in connection with the rental of space for occupancy only and are not
otherwise considered "rendered to the occupant."  In addition, The Company may
render a de minimus amount of 

57

noncustomary services to its tenants, or manage or operate property, as long as
the amount received with respect to the services or management does not exceed
1% of the Company's income from the property.

The Company has represented that it will not charge Rent for any portion of
any property that is based, in whole or in part, on the income or profits of any
person to the extent that the receipt of such Rent would jeopardize the
Company's status as a REIT.  In addition, the Company has represented that, to
the extent that it receives Rent from a Related Party Tenant, such Rent will not
cause the Company to fail to satisfy either the 75% or 95% gross income test.
The Company also has represented that it will not allow the Rent attributable to
personal property leased in connection with any lease of real property to exceed
15% of the total Rent received under the lease, if the receipt of such Rent
would cause the Company to fail to satisfy either the 75% or 95% gross income
test.

The Company may provide certain services to its tenants.  The Company
believes and has represented that all such services will be considered "usually
or customarily rendered" in connection with the rental of space for occupancy
only and will not otherwise be considered "rendered to the occupant," so that
the provision of such services will not jeopardize the qualification of the Rent
as "rents from real property."  In the case of any services that are not "usual
and customary" under the foregoing rules, the Company intends to employ
qualifying independent contractors to provide such services to the extent that
the provision of such services would cause the Company to fail to satisfy either
the 75% or 95% gross income test.

If any portion of the Rent does not qualify as "rents from real property"
because the Rent attributable to personal property leased in connection with any
lease of real property exceeds 15% of the total Rent received under the lease
for a taxable year, the portion of the Rent that is attributable to personal
property will not be qualifying income for purposes of either the 75% or 95%
gross income test.  Thus, if the Rent attributable to personal property, plus
any other income received by the Company during a taxable year that is not
qualifying income for purposes of the 95% gross income test, exceeds 5% of the
Company's gross income during such year, the Company likely would lose its REIT
status.  If, however, any portion of the Rent received under a lease does not
qualify as "rents from real property" because either (i) the Rent is considered
based on the income or profits of any person or (ii) the tenant is a Related
Party Tenant, none of the Rent received by the Company under such lease would
qualify as "rents from real property."  In that case, if the Rent received by
the Company under such lease, plus any other income received by the Company
during the taxable year that is not qualifying income for purposes of the 95%
gross income test, exceeds 5% of the Company's gross income for such year, the
Company likely would lose its REIT status.  Finally, if any portion of the Rent
does not qualify as "rents from real property" because the Company furnishes
noncustomary services with respect to a property other than through a qualifying
independent contractor, and the amount received with respect to the services
exceeds 1% of the Company's income from the property, none of the Rent received
by the Company with respect to the related property would qualify as "rents from
real property."  In that case, if the Rent received by the Company with respect
to the related property, plus any other income received by the Company during
the taxable year that is not qualifying income for purposes of the 95% gross
income test, exceeds 5% of the Company's gross income for such year, the Company
would lose its REIT status.

In addition to the Rent, the Company's tenants will be required to pay
additional charges, such as late fees (the "Additional Charges").  To the extent
that the Additional Charges represent either (i) reimbursements of amounts that
a tenant is obligated to pay to third parties or (ii) penalties for nonpayment
or late payment of such amounts, the Additional Charges should qualify as "rents
from real property."  To the extent that Additional Charges represent interest
that is accrued on the late payment of the Rent or Additional Charges, such
Additional Charges should be treated as interest that qualifies for the 95%
gross income test, but not the 75% gross income test.

The term "interest" generally does not include any amount received or
accrued (directly or indirectly) if the determination of such amount depends 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 "interest"
solely by reason of being based on a fixed percentage or percentages of receipts
or sales.  Furthermore, to the extent that interest from a loan that is based on
the residual cash proceeds from sale of the property securing the loan
constitutes a "shared appreciation provision" (as defined in the Code), income
attributable to such participation feature will be treated as gain from the sale
of the secured property.

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The net income derived from any prohibited transaction is subject to a 100%
tax.  The term "prohibited transaction" generally includes a sale or other
disposition (whether by the Company or the Operating Partnership) of property
(other than foreclosure property) that is held primarily for sale to customers
in the ordinary course of a trade or business.  The Company believes no asset
owned by the Company or the Operating Partnership will be held for sale to
customers and that a sale of any such asset will not be in the ordinary course
of business of the Company or the Operating Partnership.  Whether property is
held "primarily for sale to customers in the ordinary course of a trade or
business" depends, however, on the facts and circumstances in effect from time
to time, including those related to a particular property.  Nevertheless, the
Company will attempt to comply with the terms of safe-harbor provisions in the
Code prescribing when asset sales will not be characterized as prohibited
transactions.  Complete assurance cannot be given, however, that the Company can
comply with the safe-harbor provisions of the Code or avoid owning property that
may be characterized as property held "primarily for sale to customers in the
ordinary course of a trade or business."

The Company will be subject to tax at the maximum corporate rate on any
income from foreclosure property (other than income that would be qualified
income under the 75% gross income test), less expenses directly connected with
the production of such income.  However, gross income from such foreclosure
property will be qualifying income under the 75% and 95% gross income tests.
"Foreclosure property" is defined as any real property (including interests in
real property) and any personal property incident to such real property (i) that
is acquired by a REIT as the result of such REIT having bid in such property at
foreclosure, or having otherwise reduced such property to ownership or
possession by agreement or process of law, after there was a default (or default
was imminent) on a lease of such property or on an indebtedness that such
property secured and (ii) for which such REIT makes a proper election to treat
such property as foreclosure property.  However, a REIT will not be considered
to have foreclosed on a property where such REIT takes control of the property
as a mortgagee-in-possession and cannot receive any profit or sustain any loss
except as a creditor of the mortgagor.  Under the Code, property generally
ceases to be foreclosure property with respect to a REIT on the date that is two
years after the date such REIT acquired such property (or longer if an extension
is granted by the Secretary of the Treasury).  The foregoing grace period is
terminated and foreclosure property ceases to be foreclosure property on the
first day (i) on which a lease is entered into with respect to such property
that, by its terms, will give rise to income that does not qualify under the 75%
gross income test or any amount is received or accrued, directly or indirectly,
pursuant to a lease entered into on or after such day that will give rise to
income that does not qualify under the 75% gross income test, (ii) on which any
construction takes place on such property (other than completion of a building,
or any other improvement, where more than 10% of the construction of such
building or other improvement was completed before default became imminent) or
(iii) which is more than 90 days after the day on which such property was
acquired by the REIT and the property is used in a trade or business that is
conducted by the REIT (other than through an independent contractor from whom
the REIT itself does not derive or receive any income).

It is possible that, from time to time, the Company will enter into hedging
transactions with respect to one or more of its assets or liabilities.  Any such
hedging transactions could take a variety of forms, including interest rate swap
contracts, interest rate cap or floor contracts, futures or forward contracts,
and options.  To the extent that the Company enters into an interest rate swap
or cap contract, option, futures contract, forward rate agreement or similar
financial instrument to reduce its interest rate risk with respect to
indebtedness incurred or to be incurred to acquire or carry real estate assets,
any periodic income or gain from the disposition of such contract should be
qualifying income for purposes of the 95% gross income test, but not the 75%
gross income test.  To the extent that the Company hedges with other types of
financial instruments or in other situations, it may not be entirely clear how
the income from those transactions will be treated for purposes of the various
income tests that apply to REITs under the Code.  The Company intends to
structure any hedging transactions in a manner that does not jeopardize its
status as a REIT.

If the Company fails to satisfy one or both of the 75% or 95% gross income
tests for any taxable year, it nevertheless may qualify as a REIT for such year
if it is entitled to relief under certain provisions of the Code.  Those relief
provisions generally will be available if the Company's failure to meet such
tests is due to reasonable cause and not due to willful neglect, the Company
attaches a schedule of the sources of its income to its return, and any
incorrect information on the schedule was not due to fraud with intent to evade
tax.  It is not possible, however, to state whether in all circumstances the
Company would be entitled to the benefit of those relief provisions.  As
discussed above in "Federal Income Tax Considerations -- Taxation of the
Company," even if those relief provisions apply, a 100% tax would be imposed on
the net income attributable to the greater of the amount by which the Company
fails the 75% or 95% gross income test.

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Asset Tests

The Company, at the close of each quarter of each taxable year, also must
satisfy two tests relating to the nature of its assets. First, at least 75% of
the value of the Company's total assets must be represented by cash or cash
items (including certain receivables), government securities, "real estate
assets," or, in cases where the Company raises new capital through stock or
long-term (at least five-year) debt offerings, temporary investments in stock or
debt instruments during the one-year period following the Company's receipt of
such capital.  The term "real estate assets" includes interests in real
property, interests in mortgages on real property to the extent the principal
balance of a mortgage does not exceed the value of the associated real property,
and shares of other REITs. For purposes of the 75% asset test, the term
"interest in real property" includes an interest in land and improvements
thereon, such as buildings or other inherently permanent structures (including
items that are structural components of such buildings or structures), a
leasehold of real property, and an option to acquire real property (or a
leasehold of real property).  Second, of the investments not included in the 75%
asset class, the value of any one issuer's securities owned by the Company may
not exceed 5% of the value of the Company's total assets and the Company may not
own more than 10% of any one issuer's outstanding voting securities (except for
its interests in the Operating Partnership and any qualified REIT subsidiary).

The Company has represented that (i) at least 75% of the value of its total
assets will be represented by real estate assets, cash and cash items (including
receivables), and government securities and (ii) it will not own (A) securities
of any one issuer the value of which exceeds 5% of the value of the Company's
total assets or (B) more than 10% of any one issuer's outstanding voting
securities (except for its interests in the Operating Partnership and any
qualified REIT subsidiary).  In addition, the Company has represented that it
will not acquire or dispose, or cause the Operating Partnership to acquire or
dispose, of assets in the future in a way that would cause it to violate either
asset test.

If the Company should fail to satisfy the asset tests at the end of a
calendar quarter, such a failure would not cause it to lose its REIT status if
(i) it satisfied the asset tests at the close of the preceding calendar quarter
and (ii) the discrepancy between the value of the Company's assets and the asset
test requirements arose from changes in the market values of its assets and was
not wholly or partly caused by an acquisition of one or more nonqualifying
assets.  If the condition described in clause (ii) of the preceding sentence
were not satisfied, the Company still could avoid disqualification by
eliminating any discrepancy within 30 days after the close of the calendar
quarter in which it arose.

Distribution Requirements

The Company, in order to avoid corporate income taxation of the earnings it
distributes, is required to distribute with respect to each taxable year
dividends (other than capital gain dividends and retained earnings) to its
shareholders in an aggregate amount at least equal to (i) the sum of (A) 95% of
its "REIT taxable income" (computed without regard to the dividends paid
deduction and its net capital gain) and (B) 95% of the net income (after tax),
if any, from foreclosure property, minus (ii) the sum of certain items of
noncash income.  Such distributions must be paid in the taxable year to which
they relate, or in the following taxable year if declared before the Company
timely files its federal income tax return for such year and if paid on or
before the first regular dividend payment date after such declaration. To the
extent that the Company does not distribute all of its net capital gain or
distributes at least 95%, but less than 100%, of its "REIT taxable income," as
adjusted, it will be subject to tax thereon at regular ordinary and capital
gains corporate tax rates. Furthermore, if the Company should fail to distribute
during each calendar year at least the sum of (i) 85% of its REIT ordinary
income for such year, (ii) 95% of its REIT capital gain income for such year,
and (iii) any undistributed taxable income from prior periods, the Company would
be subject to a 4% nondeductible excise tax on the excess of such required
distribution over the amounts actually distributed.  The Company may elect to
retain and pay income on the net long-term capital gain it receives in a taxable
year.  Any such retained capital gain will be treated as if it had been
distributed to the Company's shareholders for purposes of the 4% excise tax.
The Company intends to make timely distributions sufficient to satisfy the
annual distribution requirements.

It is possible that, from time to time, the Company may experience timing
differences between (i) the actual receipt of income and actual payment of
deductible expenses and (ii) the inclusion of that income and deduction of such
expenses in arriving at its REIT taxable income.  Further, it is possible that,
from time to time, the Company may be allocated a share of net capital gain
attributable to the sale of depreciated property that exceeds its allocable
share of cash attributable to that sale. Therefore, the Company may have less
cash than is necessary to meet its annual 95% 

60

distribution requirement or to avoid corporate income tax or the excise tax
imposed on certain undistributed income. In such a situation, the Company may
find it necessary to arrange for short-term (or possibly long-term) borrowings
or to raise funds through the issuance of additional Shares.

Under certain circumstances, the Company may be able to rectify a failure
to meet the distribution requirements for a year by paying "deficiency
dividends" to its shareholders in a later year, which may be included in the
Company's deduction for dividends paid for the earlier year.  Although the
Company may be able to avoid being taxed on amounts distributed as deficiency
dividends, it will be required to pay to the Service interest based upon the
amount of any deduction taken for deficiency dividends.

Recordkeeping Requirements

Pursuant to applicable Treasury Regulations, in order to be able to elect
to be taxed as a REIT, the Company must maintain certain records.  In addition,
in order to avoid a monetary penalty, the Company must request, on an annual
basis, certain information from its shareholders designed to disclose the actual
ownership of its outstanding shares.  The Company intends to comply with such
requirements.

Partnership Anti-Abuse Rule

The U.S. Department of the Treasury has issued a final regulation (the
"Anti-Abuse Rule") under the partnership provisions of the Code (the
"Partnership Provisions") that authorizes the Service, in certain abusive
transactions involving partnerships, to disregard the form of the transaction
and recast it for federal tax purposes as the Service deems appropriate. The
Anti-Abuse Rule applies where a partnership is formed or utilized in connection
with a transaction (or series of related transactions) with a principal purpose
of substantially reducing the present value of the partners' aggregate federal
tax liability in a manner inconsistent with the intent of the Partnership
Provisions.  The Anti-Abuse Rule states that the Partnership Provisions are
intended to permit taxpayers to conduct joint business (including investment)
activities though a flexible arrangement that accurately reflects the partners'
economic agreement and clearly reflects the partners' income without incurring
any entity-level tax.  The purposes for structuring a transaction involving a
partnership are determined based on all of the facts and circumstances,
including a comparison of the purported business purpose for a transaction and
the claimed tax benefits resulting from the transaction.  A reduction in the
present value of the partners' aggregate federal tax liability through the use
of a partnership does not, by itself, establish inconsistency with the intent of
the Partnership Provisions.

The Anti-Abuse Rule contains an example in which a corporation that elects
to be treated as a REIT contributes substantially all of the proceeds from a
public offering to a partnership in exchange for a general partnership interest.
The limited partners of the partnership contribute real property assets to the
partnership, subject to liabilities that exceed their respective aggregate bases
in such property.  In addition, some of the limited partners have the right,
beginning two years after the formation of the partnership, to require the
redemption of their limited partnership interests in exchange for cash or REIT
stock (at the REIT's option) equal to the fair market value of their respective
interests in the partnership at the time of the redemption.  The example
concludes that the use of the partnership is not inconsistent with the intent of
the Partnership Provisions and, thus, cannot be recast by the Service.  However,
the redemption rights associated with the OP Units will not conform in all
respects to the redemption rights contained in the foregoing example.  Moreover,
the Anti-Abuse Rule is extraordinarily broad in scope and is applied based on an
analysis of all of the facts and circumstances.  As a result, there can be no
assurance that the Service will not attempt to apply the Anti-Abuse Rule to the
Company.  If the conditions of the Anti-Abuse Rule are met, the Service is
authorized to take appropriate enforcement action, including disregarding the
Operating Partnership for federal tax purposes or treating one or more of the
partners as nonpartners.  Any such action potentially could jeopardize the
Company's status as a REIT.

FAILURE TO QUALIFY

If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company will be subject to tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to the Company's shareholders in any year
in which the Company fails to qualify will not be deductible by the Company nor
will they be required to be made.  In such event, to the extent of current and

61

accumulated earnings and profits, all distributions to shareholders will be
taxable as ordinary income and, subject to certain limitations of the Code,
corporate distributees may be eligible for the dividends received deduction.
Unless entitled to relief under specific statutory provisions, the Company also
will be disqualified from taxation as a REIT for the four taxable years
following the year during which the Company ceased to qualify as a REIT.  It is
not possible to state whether in all circumstances the Company would be entitled
to such statutory relief.

TAXATION OF TAXABLE U.S. SHAREHOLDERS

As long as the Company qualifies as a REIT, distributions made to the
Company's taxable U.S. shareholders out of current or accumulated earnings and
profits (and not designated as capital gain dividends or retained capital gains)
will be taken into account by such U.S. shareholders as ordinary income and will
not be eligible for the dividends received deduction generally available to
corporations. As used herein, the term "U.S. shareholder" means a holder of
Shares that for U.S. federal income tax purposes is (i) a citizen or resident of
the U.S., (ii) a corporation, partnership, or other entity created or organized
in or under the laws of the U.S. or of any political subdivision thereof, or
(iii) an estate whose income from sources without the United States is
includible in gross income for U.S. federal income tax purposes regardless of
its connection with the conduct of a trade or business within the United States,
or (iv) any trust with respect to which (A) a U.S. court is able to exercise
primary supervision over the administration of such trust and (B) one or more
U.S. fiduciaries have the authority to control all substantial decisions of the
trust.

Distributions that are designated as capital gain dividends will be taxed
as long-term capital gains (to the extent they do not exceed the Company's
actual net capital gain for the taxable year) without regard to the period for
which the shareholder has held his Shares.  However, corporate shareholders may
be required to treat up to 20% of certain capital gain dividends as ordinary
income.  The Company may elect to retain and pay income tax on the net long-term
capital gain if received in a taxable year.  In that case, the Company's
shareholders would include in income as long-term capital gain their
proportionate share of the Company's retained long-term capital gain.  In
addition, the shareholders would be deemed to have paid their proportionate
share of the tax paid by the Company, which amount would be credited or refunded
to the shareholders.  Each shareholder's basis in his Shares would be increased
by the amount of the undistributed long-term capital gain included in the
shareholder's income, less the shareholder's share of the tax paid by the
Company.

Distributions in excess of current and accumulated earnings and profits
will not be taxable to a shareholder to the extent that they do not exceed the
adjusted basis of the shareholder's Shares, but rather will reduce the adjusted
basis of such Shares. To the extent that such distributions in excess of current
and accumulated earnings and profits exceed the adjusted basis of a
shareholder's Shares, such distributions will be included in income as long-term
capital gain (or short-term capital gain if the Shares have been held for one
year or less), assuming the Shares are capital assets in the hands of the
shareholder. In addition, any distribution declared by the Company in October,
November, or December of any year and payable to a shareholder of record on a
specified date in any such month shall be treated as both paid by the Company
and received by the shareholder on December 31 of such year, provided that the
distribution is actually paid by the Company during January of the following
calendar year.

Shareholders may not include in their individual income tax returns any net
operating losses or capital losses of the Company. Instead, such losses would be
carried over by the Company for potential offset against its future income
(subject to certain limitations).  Taxable distributions from the Company and
gain from the disposition of the Shares will not be treated as passive activity
income and, therefore, shareholders generally will not be able to apply any
"passive activity losses" (such as losses from certain types of limited
partnerships in which a shareholder is a limited partner) against such income.
In addition, taxable distributions from the Company generally will be treated as
investment income for purposes of the investment interest limitations.  Capital
gains from the disposition of Shares (or distributions treated as such),
however, will be treated as investment income only if the shareholder so elects,
in which case such capital gains will be taxed at ordinary income rates.  The
Company will notify shareholders after the close of the Company's taxable year
as to the portions of the distributions attributable to that year that
constitute ordinary income, return of capital, and capital gain.

62

TAXATION OF SHAREHOLDERS ON THE DISPOSITION OF THE SHARES

In general, any gain or loss realized upon a taxable disposition of Shares
by a shareholder who is not a dealer in securities will be treated as long-term
capital gain or loss if such Shares have been held for more than one year and
otherwise as short-term capital gain or loss.  However, any loss upon a sale or
exchange of Shares by a shareholder who has held such shares for six months or
less (after applying certain holding period rules), will be treated as a long-
term capital loss to the extent of distributions from the Company required to be
treated by such shareholder as long-term capital gain.  All or a portion of any
loss realized upon a taxable disposition of Shares may be disallowed if other
Shares are purchased within 30 days before or after the disposition.

CAPITAL GAINS AND LOSSES

A capital asset generally must be held for more than one year in order for
gain or loss derived from its sale or exchange to be treated as long-term
capital gain or loss.  The highest marginal individual income tax rate is 39.6%.
The maximum tax rate on net capital gains applicable to noncorporate taxpayers
is 28% for sales and exchanges of assets held for more than one year, but not
more than 18 months, and 20% for sales and exchanges of assets held for more
than 18 months.  The maximum tax rate applicable to noncorporate taxpayers on
long-term capital gain from the sale of "Section 1250 property" (depreciable
real property) is 25% to the extent such gain would have been treated as
ordinary income if the property were "Section 1245 property."  With respect to
distributions designated by the Company as capital gain dividends and deemed
distributions of retained capital gains, the Company may designate (subject to
certain limits) whether such a distribution is taxable to shareholders at a 20%,
25% or 28% rate.  Thus, the tax rate differential between capital gain and
ordinary income for individuals may be significant.  In addition, the
characterization of income as capital or ordinary may affect the deductibility
of capital losses.  Capital losses not offset by capital gains may be deducted
against an individual's ordinary income only up to a maximum annual amount of
$3,000.  Unused capital losses may be carried forward.  All net capital gain of
a corporate taxpayer is subject to tax at ordinary corporate rates. A corporate
taxpayer can deduct capital losses only to the extent of capital gains, with
unused losses being carried back three years and forward five years.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

The Company will report to its U.S. shareholders and to the Service the
amount of distributions paid during each calendar year, and the amount of tax
withheld, if any.  Under the backup withholding rules, a shareholder may be
subject to backup withholding at the rate of 31% with respect to distributions
paid unless such holder (i) is a corporation or comes within certain other
exempt categories and, when required, demonstrates this fact or (ii) provides a
taxpayer identification number, certifies as to no loss of exemption from backup
withholding, and otherwise complies with the applicable requirements of the
backup withholding rules.  A shareholder who does not provide the Company with
his correct taxpayer identification number also may be subject to penalties
imposed by the Service.  Any amount paid as backup withholding will be
creditable against the shareholder's income tax liability.  In addition, the
Company may be required to withhold a portion of capital gain distributions to
any shareholders who fail to certify their nonforeign status to the Company.
The Service has issued final regulations regarding the backup withholding rules
as applied to Non-U.S. shareholders.  Those regulations would alter the current
system of backup withholding compliance and will be effective for distributions
made after December 31, 1998.  See "--Taxation of Non-U.S. shareholders."

TAXATION OF TAX-EXEMPT SHAREHOLDERS

Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts ("Exempt Organizations"),
generally are exempt from federal income taxation. However, they are subject to
taxation on their unrelated business taxable income ("UBTI").  While many
investments in real estate generate UBTI, the Service has issued a published
ruling that dividend distributions from a REIT to an exempt employee pension
trust do not constitute UBTI, provided that the shares of the REIT are not
otherwise used in an unrelated trade or business of the exempt employee pension
trust.  Based on that ruling, amounts distributed by the Company to Exempt
Organizations generally should not constitute UBTI.  However, if an Exempt
Organization finances its acquisition of Shares with debt, a portion of its
income from the Company will constitute UBTI pursuant to the "debt-financed
property" rules.  Furthermore, social clubs, voluntary employee benefit
associations, supplemental unemployment benefit trusts, and qualified group
legal services plans that are exempt from taxation under paragraphs (7), (9),
(17), and (20), respectively, 

63

of Code section 501(c) are subject to different UBTI rules, which generally will
require them to characterize distributions from the Company as UBTI. In
addition, in certain circumstances, a pension trust that owns more than 10% of
the Company's shares is required to treat a percentage of the dividends from the
Company as UBTI (the "UBTI Percentage"). The UBTI Percentage is the gross income
derived by the Company from an unrelated trade or business (determined as if the
Company were a pension trust) divided by the gross income of the Company for the
year in which the dividends are paid. The UBTI rule applies to a pension trust
holding more than 10% of the Company's stock only if (i) the UBTI Percentage is
at least 5%, (ii) the Company qualifies as a REIT by reason of the modification
of the 5/50 Rule that allows the beneficiaries of the pension trust to be
treated as holding shares of the Company in proportion to their actuarial
interests in the pension trust, and (iii) either (A) one pension trust owns more
than 25% of the value of the Company's shares or (B) a group of pension trusts
individually holding more than 10% of the value of the Company's shares
collectively owns more than 50% of the value of the Company's shares. Because
the Ownership Limitation prohibits any shareholder from owning more than 9.8% of
the number of outstanding Shares or more than 9.8% of the number of outstanding
Shares of any class of preferred stock, no pension trust should hold more than
10% of the value of the Company's Shares.

TAXATION OF NON-U.S. SHAREHOLDERS

The rules governing U.S. federal income taxation of nonresident alien
individuals, foreign corporations, foreign partnerships, and other foreign
shareholders (collectively, "Non-U.S. shareholders") are complex and no attempt
will be made herein to provide more than a summary of such rules.  PROSPECTIVE
NON-U.S. SHAREHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE
THE IMPACT OF FEDERAL, STATE, AND LOCAL INCOME TAX LAWS WITH REGARD TO AN
INVESTMENT IN THE SHARES, INCLUDING ANY REPORTING REQUIREMENTS.

Distributions to Non-U.S. shareholders that are not attributable to gain
from sales or exchanges by the Company of U.S. real property interests and are
not designated by the Company as capital gains dividends or retained capital
gains will be treated as dividends of ordinary income to the extent that they
are made out of current or accumulated earnings and profits of the Company.
Such distributions ordinarily will be subject to a withholding tax equal to 30%
of the gross amount of the distribution unless an applicable tax treaty reduces
or eliminates that tax.  However, if income from the investment in the Shares is
treated as effectively connected with the Non-U.S. Shareholder's conduct of a
U.S. trade or business, the Non-U.S. Shareholder generally will be subject to
federal income tax at graduated rates, in the same manner as U.S. shareholders
are taxed with respect to such distributions (and also may be subject to the 30%
branch profits tax in the case of a Non-U.S. Shareholder that is a non-U.S.
corporation).  The Company expects to withhold U.S. income tax at the rate of
30% on the gross amount of any such distributions made to a Non-U.S. Shareholder
unless (i) a lower treaty rate applies and any required form evidencing
eligibility for that reduced rate is filed with the Company or (ii) the Non-U.S.
Shareholder files an IRS Form 4224 with the Company claiming that the
distribution is effectively connected income.  The Service has issued
regulations that modify the manner in which the Company complies with the
withholding requirements.  Those regulations are effective for distributions
made after December 31, 1998.  Distributions in excess of current and
accumulated earnings and profits of the Company will not be taxable to a
shareholder to the extent that such distributions do not exceed the adjusted
basis of the shareholder's Shares, but rather will reduce the adjusted basis of
such shares. To the extent that distributions in excess of current and
accumulated earnings and profits exceed the adjusted basis of a Non-U.S.
Shareholder's Shares, such distributions will give rise to tax liability if the
Non-U.S. Shareholder would otherwise be subject to tax on any gain from the sale
or disposition of his Shares, as described below.  Because it generally cannot
be determined at the time a distribution is made whether or not such
distribution will be in excess of current and accumulated earnings and profits,
the entire amount of any distribution normally will be subject to withholding at
the same rate as a dividend.  However, amounts so withheld are refundable to the
extent it is determined subsequently that such distribution was, in fact, in
excess of current and accumulated earnings and profits of the Company.

The Company is required to withhold 10% of any distribution in excess of
its current and accumulated earnings and profits.  Consequently, although the
Company intends to withhold at a rate of 30% on the entire amount of any
distribution, to the extent that the Company does not do so, any portion of a
distribution not subject to withholding at a rate of 30% will be subject to
withholding at a rate of 10%.

64

For any year in which the Company qualifies as a REIT, distributions that
are attributable to gain from sales or exchanges by the Company of U.S. real
property interests will be taxed to a Non-U.S. Shareholder under the provisions
of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA").  Under
FIRPTA, distributions attributable to gain from sales of U.S. real property
interests are taxed to a Non-U.S. Shareholder as if such gain were effectively
connected with a U.S. business.  Non-U.S. shareholders thus would be taxed at
the normal capital gain rates applicable to U.S. shareholders (subject to
applicable alternative minimum tax and a special alternative minimum tax in the
case of nonresident alien individuals).  Distributions subject to FIRPTA also
may be subject to the 30% branch profits tax in the hands of a non-U.S.
corporate shareholder not entitled to treaty relief or exemption. The Company is
required to withhold 35% of any distribution that is or could be designated by
the Company as a capital gains dividend.  The amount withheld is creditable
against the Non-U.S. Shareholder's FIRPTA tax liability.

Gain recognized by a Non-U.S. Shareholder upon a sale of his Shares
generally will not be taxed under FIRPTA if the Company is a "domestically
controlled REIT," defined generally as a REIT in which at all times during a
specified testing period less than 50% in value of the stock was held directly
or indirectly by non-U.S. persons.  However, no assurance can be given that the
Company will be a "domestically controlled REIT." Furthermore, gain not subject
to FIRPTA will be taxable to a Non-U.S. Shareholder if (i) investment in Shares
is effectively connected with the Non-U.S. Shareholder's U.S. trade or business,
in which case the Non-U.S. Shareholder will be subject to the same treatment as
U.S. shareholders with respect to such gain, or (ii) the Non-U.S. Shareholder is
a nonresident alien individual who was present in the U.S. for 183 days or more
during the taxable year and certain other conditions apply, in which case the
nonresident alien individual will be subject to a 30% tax on the individual's
capital gains.  If the gain on the sale of Shares were to be subject to taxation
under FIRPTA, the Non-U.S. Shareholder would be subject to the same treatment as
U.S. shareholders with respect to such gain (subject to applicable alternative
minimum tax, a special alternative minimum tax in the case of nonresident alien
individuals, and the possible application of the 30% branch profits tax in the
case of non-U.S. corporations).

OTHER TAX CONSEQUENCES

The Company, the Operating Partnership, or the Company's shareholders may
be subject to state or local taxation in various state or local jurisdictions,
including those in which it or they own property, transact business, or reside.
The state and local tax treatment of the Company and its shareholders may not
conform to the federal income tax consequences discussed above.  CONSEQUENTLY,
PROSPECTIVE SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE
EFFECT OF STATE AND LOCAL TAX LAWS ON AN INVESTMENT IN THE COMPANY.

TAX ASPECTS OF THE OPERATING PARTNERSHIP

The following discussion summarizes certain federal income tax
considerations applicable to the Company's direct or indirect investment in the
Operating Partnership.  The discussion does not cover state or local tax laws or
any federal tax laws other than income tax laws.

Classification as a Partnership

The Company will be entitled to include in its income its distributive
share of the Operating Partnership's income and to deduct its distributive share
of the Operating Partnership's losses only if the Operating Partnership is
classified for federal income tax purposes as a partnership rather than as a
corporation or an association taxable as a corporation.  An entity will be
classified as a partnership rather than as a corporation or an association
taxable as a corporation for federal income tax purposes if the entity (i) is
treated as a partnership under Treasury regulations, effective January 1, 1997,
relating to entity classification (the "Check-the-Box Regulations") and (ii) is
not a "publicly traded" partnership.  In general, under 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.  The Operating
Partnership 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.

65

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).  A publicly traded partnership
will be treated as a corporation for federal income tax purposes unless at least
90% of such partnership's gross income for a taxable year consists of
"qualifying income" under Section 7704(d) of the Code, which generally includes
any income that is qualifying income for purposes of the 95% gross income test
applicable to REITs (the "90% Passive-Type Income Exception").  See "--
Requirements for Qualification -- Income Tests."  The U.S. Treasury Department
has issued regulations (the "PTP Regulations") that provide limited safe harbors
from the definition of a publicly traded partnership.  Pursuant to one of those
safe harbors (the "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 (i.e., 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 entity 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.  The Operating Partnership qualifies for the Private
Placement Exclusion.  If the Operating Partnership is considered a publicly
traded partnership under the PTP Regulations because it is deemed to have more
than 100 partners, the Operating Partnership should not be treated as a
corporation because it should be eligible for the 90% Passive-Type Income
Exception.

The Company has not requested, and does not intend to request, a ruling
from the Service that the Operating Partnership will be classified as a
partnership for federal income tax purposes.  Instead, Hunton & Williams is of
the opinion that, based on certain factual assumptions and representations, the
Operating Partnership will be treated for federal income tax purposes as a
partnership and not as a corporation or an association taxable as a corporation,
or as a publicly traded partnership.  Unlike a tax ruling, an opinion of counsel
is not binding upon the Service, and no assurance can be given that the Service
will not challenge the status of the Operating Partnership as a partnership for
federal income tax purposes.  If such challenge were sustained by a court, the
Operating Partnership would be treated as a corporation for federal income tax
purposes, as described below.  In addition, the opinion of Hunton & Williams is
based on existing law, which is to a great extent the result of administrative
and judicial interpretation.  No assurance can be given that administrative or
judicial changes would not modify the conclusions expressed in the opinion.

If for any reason the Operating Partnership were taxable as a corporation,
rather than as a partnership, for federal income tax purposes, the Company would
not be able to qualify as a REIT.  See "Federal Income Tax Considerations --
Requirements for Qualification -- Income Tests" and "-- Requirements for
Qualification -- Asset Tests." In addition, any change in the Operating
Partnership's status for tax purposes might be treated as a taxable event, in
which case the Company might incur a tax liability without any related cash
distribution. See "Federal Income Tax Considerations -- Requirements for
Qualification -- Distribution Requirements." Further, items of income and
deduction of the Operating Partnership would not pass through to its partners,
and its partners would be treated as shareholders for tax purposes.
Consequently, the Operating Partnership 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 the Operating
Partnership's taxable income.

Income Taxation of the Operating Partnerships and its Partners

Partners, Not a Partnership, Subject to Tax.  A partnership is not a
taxable entity for federal income tax purposes.  Rather, the Company will be
required to take into account its allocable share of the Operating Partnership's
income, gains, losses, deductions, and credits for any taxable year of the
Operating Partnership ending within or with the taxable year of the Company,
without regard to whether the Company has received or will receive any
distribution from the Operating Partnership.

Partnership Allocations.  Although a partnership agreement generally will
determine the allocation of income and losses among partners, such allocations
will be disregarded for tax purposes under section 704(b) of the Code if they do
not comply with the provisions of section 704(b) of the Code and the Treasury
Regulations promulgated thereunder.  If an allocation is not recognized for
federal income tax purposes, the item subject to the allocation will be
reallocated in accordance with the partners' interests in the partnership, which
will be determined by taking into account all of the facts 

66

and circumstances relating to the economic arrangement of the partners with
respect to such item. The Operating Partnership's allocations of taxable income
and loss are intended to comply with the requirements of section 704(b) of the
Code and the Treasury Regulations promulgated thereunder.

Tax Allocations With Respect to Contributed Properties.  Pursuant to
section 704(c) of the 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.  The Treasury Department has issued
regulations requiring partnerships to use a "reasonable method" for allocating
items affected by section 704(c) of the Code and outlining several reasonable
allocation methods.  The Operating Partnership plans to elect to use the
traditional method for allocating Code section 704(c) items with respect to any
properties it acquires in exchange for OP Units.

Under the Operating Partnership Agreement, depreciation or amortization
deductions of the Operating Partnership generally will be allocated among the
partners in accordance with their respective interests in the Operating
Partnership, except to the extent that the Operating Partnership is required
under Code section 704(c) to use a method for allocating tax depreciation
deductions attributable to its properties that results in the Company receiving
a disproportionately large share of such deductions.  Depending on the
allocation method elected under Code section 704(c), it is possible that the
Company (i) may be allocated lower amounts of depreciation deductions for tax
purposes with respect to contributed properties than would be allocated to the
Company if such properties were to have a tax basis equal to their fair market
value at the time of contribution and (ii) may be allocated taxable gain in the
event of a sale of such contributed properties in excess of the economic profit
allocated to the Company as a result of such sale.  These allocations may cause
the Company to recognize taxable income in excess of cash proceeds, which might
adversely affect the Company's ability to comply with the REIT distribution
requirements, although the Company does not anticipate that this event will
occur.  The foregoing principles also will affect the calculation of the
Company's earnings and profits for purposes of determining which portion of the
Company's distributions is taxable as a dividend.  The allocations described in
this paragraph may result in a higher portion of the Company's distributions
being taxed as a dividend than would have occurred had the Company purchased
such properties for cash.

Basis in Operating Partnership Interest.  The Company's adjusted tax basis
in its partnership interest in the Operating Partnership generally is equal to
(i) the amount of cash and the basis of any other property contributed to the
Operating Partnership by the Company, (ii) increased by (A) its allocable share
of the Operating Partnership's income and (B) its allocable share of
indebtedness of the Operating Partnership, and (iii) reduced, but not below
zero, by (A) the Company's allocable share of the Operating Partnership's loss
and (B) the amount of cash distributed to the Company, including constructive
cash distributions resulting from a reduction in the Company's share of
indebtedness of the Operating Partnership.

If the allocation of the Company's distributive share of the Operating
Partnership's loss would reduce the adjusted tax basis of the Company's
partnership interest in the Operating Partnership below zero, the recognition of
such loss will be deferred until such time as the recognition of such loss would
not reduce the Company's adjusted tax basis below zero.  To the extent that the
Operating Partnership's distributions, or any decrease in the Company's share of
the indebtedness of the Operating Partnership (such decrease being considered a
constructive cash distribution to the partners), would reduce the Company's
adjusted tax basis below zero, such distributions (including such constructive
distributions) will constitute taxable income to the Company.  Such
distributions and constructive distributions normally will be characterized as
capital gain, and, if the Company's partnership interest in the Operating
Partnership has been held for longer than the long-term capital gain holding
period (currently one year), the distributions and constructive distributions
will constitute long-term capital gain.

Depreciation Deductions Available to the Operating Partnership.  Assuming
that the Minimum Offering is reached, immediately upon accepting a subscription,
the Company will make a cash contribution to the Operating Partnership in
exchange for a general partnership interest in the Operating Partnership.  The
Operating Partnership will use a portion of such contributions to acquire
interests in properties.  To the extent that the Operating Partnership acquires
properties for cash, the Operating Partnership's initial basis in such
properties for federal income tax purposes 

67

generally will be equal to the purchase price paid by the Operating Partnership.
The Operating Partnership plans to depreciate such depreciable property for
federal income tax purposes under the alternative depreciation system of
depreciation ("ADS"). Under ADS, the Operating Partnership 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 the
Operating Partnership acquires properties in exchange for OP Units, the
Operating Partnership'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 the Operating Partnership. Although the law is not
entirely clear, the Operating Partnership 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 the Operating Partnership 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 the Operating Partnership upon the
disposition of a property acquired by the Operating Partnership for cash will be
allocated among the partners in accordance with their respective percentage
interests in the Operating Partnership.  The Bylaws of the Company provide that
any decision to sell any real estate asset in which a director, or officer of
the Company, or any Affiliate of the foregoing, has a direct or indirect
interest, will be made by a majority of the Directors including a majority of
the Independent Directors.  See "Policies with Respect to Certain Activities --
Conflict of Interest Policies -- Articles of Incorporation and Bylaw
Provisions."

The Company's share of any gain realized by the Operating Partnership on
the sale of any property held by the Operating Partnership as inventory or other
property held primarily for sale to customers in the ordinary course of the
Operating Partnership'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 the Company's ability to
satisfy the income tests for REIT status.  See "Federal Income Tax
Considerations -- Requirements For Qualification -- Income Tests" above.  The
Company, however, does not presently intend to acquire or hold or allow the
Operating Partnership to acquire or hold any property that represents inventory
or other property held primarily for sale to customers in the ordinary course of
the Company's or the Operating Partnership's trade or business.

ERISA CONSIDERATIONS

The following is a summary of material considerations arising under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the
prohibited transaction provisions of section 4975 of the Code that may be
relevant to a prospective purchaser of Shares (including, with respect to the
discussion contained in "ERISA Considerations--Status of the Company and the
Operating Partnership under ERISA," to a prospective purchaser that is not an
employee benefit plan, another tax-qualified retirement plan, or an individual
retirement account or an individual retirement annuity ("IRA")).  The discussion
does not purport to deal with all aspects of ERISA or section 4975 of the Code
or, to the extent not preempted, state law that may be relevant to particular
shareholders (including plans subject to Title I of ERISA, other retirement
employee benefit plans and IRAs subject to the prohibited transaction provisions
of section 4975 of the Code, and governmental plans or church plans that are
exempt from ERISA and section 4975 of the Code but that may be subject to state
law requirements) in light of their particular circumstances.

The discussion is based on current provisions of ERISA and the Code,
existing and currently proposed regulations under ERISA and the Code, the
legislative history of ERISA and the Code, existing administrative rulings of
the Department of Labor ("DOL") and reported judicial decisions.  No assurance
can be given that legislative, judicial, or administrative changes will not
affect the accuracy of any statements herein with respect to transactions
entered into or contemplated prior to the effective date of such changes.

A FIDUCIARY MAKING THE DECISION TO INVEST IN THE SHARES ON BEHALF OF A
PROSPECTIVE PURCHASER THAT IS AN EMPLOYEE BENEFIT PLAN, A TAX-QUALIFIED
RETIREMENT PLAN, OR AN IRA SHOULD CONSULT ITS OWN LEGAL ADVISOR REGARDING THE
SPECIFIC 

68

CONSIDERATIONS ARISING UNDER ERISA, SECTION 4975 OF THE CODE, AND STATE LAW WITH
RESPECT TO THE PURCHASE, OWNERSHIP, OR SALE OF THE SHARES BY SUCH PLAN OR IRA.

EMPLOYEE BENEFIT PLANS, TAX-QUALIFIED RETIREMENT PLANS, AND IRAS

Each fiduciary of a pension, profit-sharing, or other employee benefit plan
(an "ERISA Plan") subject to Title I of ERISA should consider carefully whether
an investment in the Shares is consistent with his fiduciary responsibilities
under ERISA.  In particular, the fiduciary requirements of Part 4 of Title I of
ERISA require an ERISA Plan's investments to be (i) prudent and in the best
interests of the ERISA Plan, its participants, and its beneficiaries, (ii)
diversified in order to minimize the risk of large losses, unless it is clearly
prudent not to do so, and (iii) authorized under the terms of the ERISA Plan's
governing documents (provided the documents are consistent with ERISA).  In
determining whether an investment in the Shares is prudent for purposes of
ERISA, the appropriate fiduciary of an ERISA Plan should consider all of the
facts and circumstances, including whether the investment is reasonably
designed, as a part of the ERISA Plan's portfolio for which the fiduciary has
investment responsibility, to meet the objectives of the ERISA Plan, taking into
consideration the risk of loss and opportunity for gain (or other return) from
the investment, the diversification, cash flow, and funding requirements of the
ERISA Plan, and the liquidity and current return of the ERISA Plan's portfolio.
A fiduciary also should take into account the nature of the Company's business,
the management of the Company, the Company's lack of operating history, the fact
that investment properties have not been identified yet, the possibility of the
recognition of UBTI, and other matters described under "Risk Factors."

The fiduciary of an IRA or of a qualified retirement plan not subject to
Title I of ERISA because it is a governmental or church plan or because it does
not cover common law employees (a "Non-ERISA Plan") should consider that such an
IRA or Non-ERISA Plan may only make investments that are authorized by the
appropriate governing documents and under applicable state law.

Fiduciaries of ERISA Plans and persons making the investment decision for
an IRA or other Non-ERISA Plan should consider the application of the prohibited
transaction provisions of ERISA and the Code in making their investment
decision.  A "party in interest" or "disqualified person" with respect to an
ERISA Plan or with respect to a Non-ERISA Plan or IRA subject to Code section
4975 is subject to (i) an initial 15% excise tax on the amount involved in any
prohibited transaction involving the assets of the plan or IRA and (ii) an
excise tax equal to 100% of the amount involved if any prohibited transaction is
not corrected.  If the disqualified person who engages in the transaction is the
individual on behalf of whom an IRA is maintained (or his beneficiary), the IRA
will lose its tax-exempt status and its assets will be deemed to have been
distributed to such individual in a taxable distribution (and no excise tax will
be imposed) on account of the prohibited transaction.  In addition, a fiduciary
who permits an ERISA Plan to engage in a transaction that the fiduciary knows or
should know is a prohibited transaction may be liable to the ERISA Plan for any
loss the ERISA Plan incurs as a result of the transaction or for any profits
earned by the fiduciary in the transaction.

STATUS OF THE COMPANY AND THE OPERATING PARTNERSHIP UNDER ERISA

The following section discusses certain principles that apply in
determining whether the fiduciary requirements of ERISA and the prohibited
transaction provisions of ERISA and the Code apply to an entity because one or
more investors in the equity interests in the entity is an ERISA Plan or is a
Non-ERISA Plan or IRA subject to section 4975 of the Code.  An ERISA Plan
fiduciary also should consider the relevance of those principles to ERISA's
prohibition on improper delegation of control over or responsibility for "plan
assets" and ERISA's imposition of co-fiduciary liability on a fiduciary who
participates in, permits (by action or inaction) the occurrence of, or fails to
remedy a known breach by another fiduciary.

If the assets of the Company are deemed to be "plan assets" under ERISA,
(i) the prudence standards and other provisions of Part 4 of Title I of ERISA
would be applicable to any transactions involving the Company's assets, (ii)
persons who exercise any authority over the Company's assets, or who provide
investment advice to the Company, would (for purposes of the fiduciary
responsibility provisions of ERISA) be fiduciaries of each ERISA Plan that
acquires Shares, and transactions involving the Company's assets undertaken at
their direction or pursuant to their advice might violate their fiduciary
responsibilities under ERISA, especially with regard to conflicts of interest,
(iii) a fiduciary exercising his investment discretion over the assets of an
ERISA Plan to cause it to acquire or hold the Shares could be 

69

liable under Part 4 of Title I of ERISA for transactions entered into by the
Company that do not conform to ERISA standards of prudence and fiduciary
responsibility, and (iv) certain transactions that the Company might enter into
in the ordinary course of its business and operations might constitute
"prohibited transactions" under ERISA and the Code.

Regulations of the DOL defining "plan assets" (the "Plan Asset
Regulations") generally provide that when an ERISA Plan or Non-ERISA Plan or IRA
acquires a security that is an equity interest in an entity and the security is
neither a "publicly-offered security" nor a security issued by an investment
company registered under the Investment Company Act of 1940, the ERISA or Non-
ERISA Plan's or IRA's assets include both the equity interest and an undivided
interest in each of the underlying assets of the issuer of such equity interest,
unless one or more exceptions specified in the Plan Asset Regulations are
satisfied.

The Plan Asset Regulations define a publicly-offered security as a security
that is (i) "widely-held," (ii) "freely transferable," and (iii) either (A) part
of a class of securities registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (B) sold
pursuant to an effective registration statement under the Securities Act
(provided the securities are registered under the Exchange Act within 120 days
after the end of the fiscal year of the issuer during which the offering
occurred, or such longer period as may be allowed by the Commission).  The
Shares are being sold pursuant to an effective registration statement under the
Securities Act and will be registered under the Exchange Act.  The Plan Asset
Regulations provide that a security is "widely held" only if it is part of a
class of securities that is owned by 100 or more investors independent of the
issuer and of one another.  A security will not fail to be widely held because
the number of independent investors falls below 100 subsequent to the initial
public offering as a result of events beyond the issuer's control.  The Company
anticipates that upon completion of the Offering, the Shares will be "widely
held."

The Plan Asset Regulations provide that whether a security is "freely
transferable" is a factual question to be determined on the basis of all
relevant facts and circumstances.  The Plan Asset Regulations further provide
that where a security is part of an offering in which the minimum investment is
$10,000 or less (as is the case with this Offering), certain restrictions
ordinarily will not, alone or in combination, affect a finding that such
securities are freely transferable.  The restrictions on transfer enumerated in
the Plan Asset Regulations as not affecting that finding include: (i) any
restriction on or prohibition against any transfer or assignment that would
result in the termination or reclassification of an entity for federal or state
tax purposes, or that otherwise would violate any federal or state law or court
order, (ii) any requirement that advance notice of a transfer or assignment be
given to the issuer, (iii) any administrative procedure that establishes an
effective date, or an event (such as completion of an offering), prior to which
a transfer or assignment will not be effective, and (iv) any limitation or
restriction on transfer or assignment that is not imposed by the issuer or a
person acting on behalf of the issuer.  The Company believes that the
restrictions imposed under the Articles of Incorporation on the transfer of the
Shares will not result in the failure of the Shares to be "freely transferable."
The Company also is not aware of any other facts or circumstances limiting the
transferability of the Shares that are not enumerated in the Plan Asset
Regulations as those not affecting free transferability, and the Company does
not intend to impose in the future (or to permit any person to impose on its
behalf) any limitations or restrictions on transfer that would not be among the
enumerated permissible limitations or restrictions.  The Plan Asset Regulations
only establish a presumption in favor of a finding of free transferability, and
no assurance can be given that the DOL or the Treasury Department will not reach
a contrary conclusion.

Assuming that the Shares will be "widely held" and that no other facts and
circumstances other than those referred to in the preceding paragraph exist that
restrict transferability of the Shares, the Shares should be publicly offered
securities and the assets of the Company should not be deemed to be "plan
assets" of any ERISA Plan, IRA, or Non-ERISA Plan that invests in the Shares.

The Plan Asset Regulations also will apply in determining whether the
assets of the Operating Partnership will be deemed to be "plan assets."  The
partnership interests in the Operating Partnership will not be publicly-offered
securities.  Nevertheless, if the Shares constitute publicly-offered securities,
the indirect investment in the Operating Partnership by ERISA Plans, IRAs, or
Non-ERISA Plans subject to section 4975 of the Code through their ownership of
Shares will not cause the assets of the Operating Partnership to be treated as
"plan assets" of such shareholders.

70

PARTNERSHIP AGREEMENT

The following summary of the Partnership Agreement, and the descriptions of
certain provisions thereof set forth elsewhere in this Prospectus, is qualified
in its entirety by reference to the Partnership Agreement, which is filed as an
exhibit to the Registration Statement of which this Prospectus is a part.

MANAGEMENT

The Operating Partnership has been organized as a Delaware limited
partnership pursuant to the terms of the Partnership Agreement.  Pursuant to the
Partnership Agreement, the Company, as the sole general partner of the Operating
Partnership (in such capacity, the "General Partner"), will have full, exclusive
and complete responsibility and discretion in the management and control of the
Operating Partnership, and the limited partners of the Operating Partnership
(the "Limited Partners"), in their capacity as such, will have no authority to
transact business for, or participate in the management activities or decisions
of, the Operating Partnership.  However, any amendment to the Partnership
Agreement that would (i) affect the Redemption Rights (as defined below), (ii)
adversely affect the Limited Partners' rights to receive cash distributions,
(iii) alter the Operating Partnership's allocations of income and loss or (iv)
impose on the Limited Partners any obligations to make additional contributions
to the capital of the Operating Partnership, would require the consent of
Limited Partners holding more than two-thirds of the OP Units.

TRANSFERABILITY OF INTERESTS IN THE OPERATING PARTNERSHIP

The Company may not voluntarily withdraw from the Operating Partnership or
transfer or assign its interest in the Operating Partnership unless the
transaction in which such withdrawal or transfer occurs results in the Limited
Partners' receiving property in an amount equal to the amount they would have
received had they exercised their Redemption Rights immediately prior to such
transaction, or unless the successor to the General Partner contributes
substantially all of its assets to the Operating Partnership in return for an
interest in the Operating Partnership.  A person may not be admitted as a
substitute or successor General Partner unless a majority-in-interest of the
Limited Partners (other than the Advisor) consent in writing to the admission of
such substitute or successor General Partner, which consent may be withheld in
the sole discretion of such Limited Partners.  With certain limited exceptions,
the Limited Partners may not transfer their interests in the Operating
Partnership, in whole or in part, without the written consent of the Company,
which consent may be withheld in the sole discretion of the Company.

CAPITAL CONTRIBUTION

As the Company accepts subscriptions, it will contribute to the Operating
Partnership substantially all of the net proceeds thereof, in consideration of
which the Company will receive a general partnership interest in the Operating
Partnership.  The Advisor has contributed $200,000 to the Operating Partnership
and is the sole initial Limited Partner.  Although the Operating Partnership
will receive substantially all of the net proceeds of the Offering, the Company
will be deemed to have made capital contributions to the Operating Partnership
in the amount of the gross proceeds of the Offering and the Operating
Partnership will be deemed simultaneously to have paid the selling commissions
and other Organization and Offering Expenses.  The Partnership Agreement
provides that if the Operating Partnership requires additional funds at any time
or from time to time in excess of funds available to the Operating Partnership
from borrowing or capital contributions, the Company may borrow such funds from
a financial institution or other lender and lend such funds to the Operating
Partnership on the same terms and conditions as are applicable to the Company's
borrowing of such funds.  Moreover, the Company is authorized to cause the
Operating Partnership to issue partnership interests for less than fair market
value if the Company has concluded in good faith that such issuance is in the
best interests of the Company and the Operating Partnership.

REDEMPTION RIGHTS

Pursuant to the Partnership Agreement, the Limited Partners, other than the
Advisor, will receive rights (the "Redemption Rights"), which will enable them
to cause the Operating Partnership to redeem each OP Unit for cash equal to the
value of one Share (or, at the Company's election, the Company may purchase each
OP Unit offered for redemption for one Share).  The Redemption Rights may not be
exercised, however, if and to the extent that the delivery 

71

of Shares upon exercise of such rights (regardless of whether the Company would
exercise its rights to deliver Shares) would (i) result in any person owning,
directly or indirectly, Shares in excess of the Ownership Limitation, (ii)
result in shares of capital stock of the Company being owned by fewer than 100
persons (determined without reference to any rules of attribution), (iii) result
in the Company being "closely held" within the meaning of section 856(h) of the
Code, (iv) cause the Company to own, actually or constructively, 10% or more of
the ownership interests in a tenant of the Company's or the Operating
Partnership's real property, within the meaning of section 856(d)(2)(B) of the
Code, or (v) cause the acquisition of Shares by such redeeming Limited Partner
to be "integrated" with any other distribution of Shares for purposes of
complying with the Securities Act. The Redemption Rights may be exercised, at
any time after one year following the date of issuance of the related OP Units,
provided that not more than two redemptions may occur during each calendar year
and each Limited Partner may not exercise the Redemption Right for less than
1,000 OP Units or, if such Limited Partner holds less than 1,000 OP Units, all
of the OP Units held by such Limited Partner. The number of Shares issuable upon
exercise of the Redemption Rights will be adjusted upon the occurrence of share
splits, mergers, consolidations or similar pro rata share transactions, which
otherwise would have the effect of diluting the ownership interests of the
Limited Partners or the shareholders of the Company. As of the date hereof, the
Company has not issued any OP Units other than to the Advisor and has no current
intentions to issue OP Units.

OPERATIONS

The Partnership Agreement requires that the Operating Partnership be
operated in a manner that will enable the Company to satisfy the requirements
for being classified as a REIT, to avoid any federal income or excise tax
liability imposed under the Code and to ensure that the Operating Partnership
will not be classified as a "publicly traded partnership" for purposes of
section 7704 of the Code.

In addition to the administrative and operating costs and expenses incurred
by the Operating Partnership, the Operating Partnership will pay all
administrative costs and expenses of the Company (the "Company Expenses") and
the Company Expenses will be treated as expenses of the Operating Partnership.
The Company Expenses generally will include (i) all expenses relating to the
formation and continuity of existence of the Company, (ii) all expenses relating
to the public offering and registration of securities by the Company, (iii) all
expenses associated with the preparation and filing of any periodic reports by
the Company under federal, state or local laws or regulations, (iv) all expenses
associated with compliance by the Company with laws, rules and regulations
promulgated by any regulatory body and (v) all other operating or administrative
costs of the Company incurred in the ordinary course of its business on behalf
of the Operating Partnership.  The Company Expenses, however, will not include
any administrative and operating costs and expenses incurred by the Company that
are attributable to properties or partnership interests that are owned by the
Company directly.  The Company currently does not anticipate owning any
properties directly.

DISTRIBUTIONS AND ALLOCATIONS

The Partnership Agreement will provide that the Operating Partnership will
distribute cash from operations (including net sale or refinancing proceeds, but
excluding net proceeds from the sale of the Operating Partnership's property in
connection with the liquidation of the Operating Partnership) on a quarterly
(or, at the election of the Company, more frequent) basis, in amounts determined
by the Company in its sole discretion, to the partners in accordance with their
respective percentage interests in the Operating Partnership.  Upon liquidation
of the Operating Partnership, after payment of, or adequate provision for, debts
and obligations of the Operating Partnership, including any partner loans, any
remaining assets of the Operating Partnership will be distributed to all
partners with positive capital accounts in accordance with their respective
positive capital account balances.  If the Company has a negative balance in its
capital account following a liquidation of the Operating Partnership, it will be
obligated to contribute cash to the Operating Partnership equal to the negative
balance in its capital account.

Profit and loss of the Operating Partnership for each fiscal year of the
Operating Partnership generally will be allocated among the partners in
accordance with their respective interests in the Operating Partnership.
Taxable income and loss will be allocated in the same manner, subject to
compliance with the provisions of Code sections 704(b) and 704(c) and Treasury
Regulations promulgated thereunder.

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TERM

The Operating Partnership will continue until December 31, 2050, or until
sooner dissolved upon the sale or other disposition of all or substantially all
the assets of the Operating Partnership, the redemption of all limited
partnership interests in the Operating Partnership (other than those held by the
Advisor), or by the election by the Company.

TAX MATTERS

Pursuant to the Partnership Agreement, the Company will be the tax matters
partner of the Operating Partnership and, as such, will have authority to handle
tax audits and to make tax elections under the Code on behalf of the Operating
Partnership.

PLAN OF DISTRIBUTION

Of the total 16,5000,000 shares registered in the Offering, 1,500,000 are
reserved for issuance pursuant to the Reinvestment Plan and 600,000 are reserved
for issuance upon exercise of the Soliciting Dealer Warrants.  Consequently, a
maximum of 14,400,000 Shares are being offered to the public through the Dealer
Manager, a registered broker-dealer affiliated with the Advisor, and certain
unaffiliated broker-dealers.  See "Conflicts of Interest" and "Management
Compensation."  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 has no firm
commitment or obligation to purchase any of the Shares).  The Company and the
Dealer Manager have determined the Offering price of the Shares based on their
analysis of other similar offerings and what they believe the investing market
is willing to pay for the Shares.

Except as provided below, the Dealer Manager will receive commissions of 7%
of the Gross Offering Proceeds.  In addition, the Company may reimburse the
expenses incurred by the Dealer Manager and nonaffiliated dealers for actual
marketing support and due diligence purposes in the maximum amount of 2.5% of
the Gross Offering Proceeds.  The Company 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
Reinvestment Plan will be charged Selling Commissions on Shares purchased
pursuant to the Reinvestment Plan on the same basis as shareholders purchasing
Shares other than pursuant to the Reinvestment Plan.   Soliciting Dealers will
also receive one Soliciting Dealer Warrant for each 25 Shares sold by such
Soliciting Dealer during the Offering, subject to federal and state securities
laws.  The holder of a Soliciting Dealer Warrant will be entitled to purchase
one Share from the Company at a price of $12 during the period commencing 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 limitations, the
Soliciting Dealer Warrants 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, the holders are given, at nominal cost, 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 security
holders.  Moreover, the holders of the Soliciting Dealer Warrants might be
expected to exercise them at a time when the Company would, in all likelihood,
be able to obtain needed capital by a new offering of its securities on terms
more favorable than those provided by the Soliciting Dealer Warrants.  See
"Description of Capital Stock -- Soliciting Dealer Warrants."

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% of the Gross Offering Proceeds to such participating broker-
dealers.

In no event shall the total underwriting compensation, including Selling
Commissions and expense reimbursements, exceed 7% of Gross Offering Proceeds,
except for the additional Marketing and Due Diligence Fee (2.5% of Gross
Offering Proceeds), which may be paid by the Company in connection with
marketing support and due diligence activities, which is comprised of .5% for
due diligence activities and 2% for marketing support activities.

73

The Company has agreed to indemnify the participating broker-dealers,
including the Dealer Manager, against certain liabilities arising under the
Securities Act of 1933, as amended.  Causes of action resulting from violations
of federal or state securities laws shall be governed by such law.

The broker-dealers are not obligated to obtain any subscriptions, and there
is no assurance that any Shares will be sold.

The Advisor and its Affiliates may at their option purchase Shares offered
hereby at the public offering price, in which case it would expect to hold such
Shares as shareholders for investment and not for distribution.  Shares
purchased by the Advisor or its Affiliates shall not be entitled to vote on any
matter presented to the shareholders for a vote.  No selling commissions will be
payable by the Company in connection with any Shares purchased by the Advisor.

Payment for Shares should be made by check payable to "NationsBank, N.A.,
as Escrow Agent"  Subscriptions will be effective only upon acceptance by the
Company, and the Company reserves the right to reject any subscription in whole
or in part.  In no event may a subscription for Shares be accepted until at
least five business days after the date the subscriber receives this Prospectus.
Each subscriber will receive a confirmation of his purchase.  Except for
purchase pursuant to the Reinvestment Plan, all accepted subscriptions will be
for whole Shares and for not less than 100 Shares ($1,000).  See "Investor
Suitability Standards."  Except in Maine, Minnesota and Washington, investors
who have satisfied the minimum purchase requirement and have purchased units in
Prior Wells Public 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 pursuant to the Reinvestment Plan.

Subscription proceeds will be placed in interest-bearing accounts with the
Escrow Agent by noon of the business day after the proceeds are received by the
Company until such subscriptions aggregating at least $1,250,000 (exclusive of
any subscriptions for Shares by the Advisor or its Affiliates) have been
received and accepted by the Advisor (the "Minimum Offering").  Any Shares
purchased by the Advisor or its Affiliates will not be counted in calculating
the Minimum Offering.  Subscription proceeds held in the escrow accounts will be
invested in obligations of, or obligations guaranteed 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 the Advisor.  Subscribers may
not withdraw funds from the escrow account.

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.  See "Management."

If the Minimum Offering has not been received and accepted by January 30,
1999 (one year after the date of this Prospectus), the Escrow Agent will
promptly so notify the Company and this Offering will be terminated.  In such
event, the Escrow Agent is obligated to use its best efforts to obtain an
executed IRS Form W-9 from each subscriber whose subscription is rejected.  No
later than ten business days after rejection of a subscription, the Escrow Agent
will refund and return all monies to rejected subscribers and any interest
earned thereon without deducting escrow expenses.  In the event that a
subscriber fails to remit an executed IRS Form W-9 to the Escrow Agent prior to
the date the Escrow Agent returns the subscriber's funds, the Escrow Agent will
be required to withhold from such funds 31% of the earnings attributable to such
subscriber in accordance with IRS Regulations.  During any period in which
subscription proceeds are held in escrow, interest earned thereon will be
allocated among subscribers on the basis of the respective amounts of their
subscriptions and the number of days that such amounts were on deposit.  Such
interest net of escrow expenses will be paid to subscribers upon the termination
of the escrow period.

74

Initial subscribers may be admitted as shareholders of the Company and the
payments transferred from escrow to the Company at any time after the Company
has received and accepted the Minimum Offering, except that subscribers residing
in New York and Pennsylvania may not be admitted to the Company until
subscriptions have been received and accepted for 250,000 Shares ($2,500,000)
from all sources.  The funds representing subscriptions for Shares from New York
and Pennsylvania residents will not be released from the escrow account until
subscriptions for at least $2,500,000 have been received from all sources.
Subscriptions from New York residents may not be included in determining whether
subscriptions for the Minimum Offering have been obtained.  In addition, certain
other states may impose different requirements than those set forth herein.  Any
such additional requirements will be set forth in a supplement to this
Prospectus.

The proceeds of this Offering will be received and held in trust for the
benefit of purchasers of Shares and will be retained in trust after closing to
be used only for the purposes set forth in the "Estimated Use of Proceeds"
section.  After the close of the Minimum Offering, subscriptions will be
accepted or rejected within 30 days of receipt by the Company, and if rejected,
all funds shall be returned to subscribers within 10 business days.  Investors
whose subscriptions are accepted will be admitted as shareholders of the Company
periodically (but not less often than quarterly).  Escrowed proceeds will be
released to the Company on the date that the applicable Shareholder is admitted
to the Company.  A Shareholder will not receive a Share certificate or other
evidence of his interest in the Company unless the Listing occurs, and then only
if requested by the Shareholder.

The Advisor 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
Share's public offering price in consideration of the services rendered by such
broker-dealers and registered representatives in the distribution.  The net
proceeds to the Company from such sales will be identical to the Company's net
proceeds from other sales of Shares.

In connection with sales of 25,000 or more Shares ($250,000) to a
"purchaser" (as defined below), investors may agree with their registered
representatives to reduce the amount of selling commissions payable to
participating broker-dealers.  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:

SELLING COMMISSIONS                                          
-----------------------                            NET PROCEEDS 
DOLLAR VOLUME                                            PURCHASE PRICE        TO COMPANY  
OF SHARES PURCHASED            PERCENT       PER SHARE        PER SHARE            PER SHARE     
-------------------            -------       ---------      --------------       ------------ 

Under $250,000                  7.0%        $  0.70          $ 10.00              $9.30
$250,000-$649,999               6.0%        $0.5936          $9.8936              $9.30
$650,000-$999,999               3.0%        $0.2876          $9.5876              $9.30
$1,000,000-$1,999,999           1.0%        $0.0939          $9.3939              $9.30
Over $2,000,000                 0.5%        $0.0467          $9.3467              $9.30

For example, if an investor purchases 100,000 Shares in the Company, he
could pay as little as $939,390 rather than $1,000,000 for the Shares, in which
event the commission on the sale of such Shares would be $9,390 ($0.0939 per
Share), and the Company would receive net proceeds of $930,000 ($9.30 per
Share).  The net proceeds to the Company will not be affected by volume
discounts.

Because all investors will be deemed to have contributed the same amount
per Share to the Company for purposes of distributions of Cash Available for
Distribution, an investor qualifying for a volume discount will receive a higher
return on his investment in the Company 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 

75

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
(i) an individual, his or her spouse and their children under the age of 21 who
purchase the Shares for his, her or their own accounts; (ii) a corporation,
partnership, association, joint-stock company, trust fund or any organized group
of persons, whether incorporated or not; (iii) an employees' trust, pension,
profit sharing or other employee benefit plan qualified under Section 401(a) of
the Code; and (iv) all commingled trust funds maintained by a given bank.

Notwithstanding the above, in connection with volume sales made to
investors in the Company, the Company may, in its sole discretion, waive the
"purchaser" requirements and aggregate subscriptions (including subscriptions to
Prior Wells Public Programs) 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 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
in the Company may agree with the Advisor and the Dealer Manager to have the
Acquisition and Advisory Fees payable to the Advisor 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 $0.90
per Share, and the purchaser of such Shares would be required to pay a total of
$9.10 per Share purchased, rather than $10.00 per Share.  The net proceeds to
the Company would not be affected by such fee reductions.  Of the $9.10 paid per
Share, it is anticipated that approximately $8.40 per Share (or approximately
92%) 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: (i) there can be no variance
in the net proceeds to the Company from the sale of the Shares to different
purchasers of the same offering, (ii) all purchasers of the Shares must be
informed of the availability of quantity discounts, (iii) the same volume
discounts must be allowed to all purchasers of Shares which are part of the
offering, (iv) the minimum amount of Shares as to which volume discounts are
allowed cannot be less than $10,000, (v) 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 (vi) 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 Company 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.

76

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 Company.

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 seven year period pursuant
to a deferred commission arrangement (the "Deferred Commission Option").
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 each of the six years following termination of the
Offering, $0.10 per Share will be paid by the Company as deferred commissions
with respect to Shares sold pursuant to the Deferred Commission Option, which
amounts will be deducted from and paid out of distributions of Cash Available
for Distribution otherwise payable to shareholders holding such Shares.  The net
proceeds to the Company 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 an 7%
commission, and an amount equal to a 1% commission per year thereafter for the
next six years will be deducted from and paid by the Company out of Cash
Available for Distribution otherwise distributable to such Shareholder.

Taxable participants electing the Deferred Commission Option will incur tax
liability for Company income allocated to them with respect to their Shares even
though distributions of Cash Available for Distribution otherwise distributable
to such shareholders will instead be paid to third parties to satisfy the
deferred commission obligations with respect to such Shares for a period of six
years after the termination of the Offering.  See "Risk Factors - Federal Tax
Risks - Risk of Taxable Income Without Cash Distributions."

As set forth above, in no event shall the total underwriting compensation,
including sales commissions, the dealer manager fee and expense reimbursements,
exceed 7% of Gross Offering Proceeds, except for the additional .5% of Gross
Offering Proceeds which may be paid by the Company in connection with due
diligence activities and 2% of Gross Offering Proceeds which may be paid by the
Company in connection with marketing support activities.

SUPPLEMENTAL SALES MATERIAL

In addition to this Prospectus, the Company 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 in the Company is made only by means of this
Prospectus.  Although the information contained in such sales material does 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 MATTERS

The legality of the Shares being offered hereby has been passed upon for
the Company by Hunton & Williams, Atlanta, Georgia ("Counsel").  The statements
under the caption "Federal Income Tax Consequences" as they relate to federal
income tax matters have been reviewed by Counsel, and Counsel has opined as to
certain income tax matters relating to an investment in the Company.  Counsel
has represented the Advisor, as well as Affiliates of the Advisor, in other
matters and may continue to do so in the future.  See "Conflicts of Interest."

77

EXPERTS

The balance sheet of the Company as of December 31, 1997, included in this
Prospectus and elsewhere in the Registration Statement, has been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and is included herein in reliance upon the
authority of said firm as experts in giving said report.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-11 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 Company, 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 (i) the public reference facilities in Washington,
D.C. at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, (ii) the Northeast Regional Office in New York at 7 World Trade Center,
Suite 1300, New York, New York 10048, and (iii) 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 such site is
http://www.sec.gov).

GLOSSARY

The following are definitions of certain terms used in this Prospectus and
not otherwise defined herein:

"ACQUISITION EXPENSES" means expenses incurred in connection with the
selection and acquisition of properties, whether or not acquired, including, but
not limited to, legal fees and expenses, travel and communications expenses,
costs of appraisals, nonrefundable option payments on property not acquired,
accounting fees and expenses and title insurance and other miscellaneous costs
and expenses relating to the selection and acquisition of properties.

"ACQUISITION FEES" means the total of all fees and commissions paid by any
party to any person in connection with the purchase, development or construction
of property by the Company, including Acquisition and Advisory Fees payable to
the Advisor or their Affiliates, real estate brokerage commissions, investment
advisory fees, finder's fees, selection fees, Development Fees, Construction
Fees, nonrecurring management fees, or any other fees of a similar nature,
however designated, except Development Fees and Construction Fees paid to a
person not affiliated with the Sponsor in connection with the actual development
or construction of a Company property.

"AFFILIATE" means (i) any person directly or indirectly controlling,
controlled by or under common control with a person, (ii) any person owning or
controlling 10% or more of the outstanding voting securities of a person, (iii)
any officer, director or partner of a person, and (iv) if such other person is
an officer, director or partner, any company for which such person acts in any
such capacity.

"AVERAGE INVESTED ASSETS" means, for any period, the average of the
aggregate book value of the assets of the Company invested, directly or
indirectly, in equity interests and in loans secured by real estate, before
reserves for depreciation or bad debts or other similar non-cash reserves,
computed by taking the average of such values at the end of each month during
such period.

"CASH AVAILABLE FOR DISTRIBUTION"  means Funds from Operations adjusted for
certain non-cash items, less reserves for capital expenditures.

"CODE" means the Internal Revenue Code of 1986, as amended.

78

"COMMON RETURN" means an 8% per annum cumulative, noncompounded return on
investor's Invested Capital.

"COMPANY" means Wells Real Estate Investment Trust, Inc., a Maryland
corporation.

"COMPETITIVE REAL ESTATE BROKERAGE COMMISSION" means the real estate or
brokerage commission paid for the purchase or sale of a property which is
reasonable, customary and competitive in light of the size, type and location of
such property.

"CONSTRUCTION FEE" means a fee or other remuneration for acting as general
contractor and/or construction manager to construct improvements, supervise and
coordinate projects or to provide major repairs or rehabilitation on properties.

"DEFERRED COMMISSION OPTION" means an agreement among a subscriber for
Shares, such subscriber's participating broker-dealer and the Dealer Manager to
have sales commissions due with respect to the purchase of the subscriber's
Shares paid over a  seven year period, in the manner described in the "Plan of
Distribution" section of the Prospectus.

"DEVELOPMENT FEE" means a fee for the packaging of a property of the
Company, including negotiating and approving plans, and undertaking to assist in
obtaining zoning and necessary variances and necessary financing for the
specific property, either initially or at a later date.

"FRONT-END FEES" means fees and expenses paid by any party for any services
rendered during the Company's organizational or acquisition phase including
Organization and Offering Expenses, Acquisition Fees, Acquisition Expenses,
interest on deferred fees and expenses, if applicable, and any other similar
fees, however designated.

"FUNDS FROM OPERATIONS" means income (loss) before minority interest
(computed in accordance with generally accepted accounting principles),
excluding gains (losses) from debt restructuring and sales of property, plus
real estate related depreciation an amortization (excluding amortization of
financing costs), and after adjustments for consolidated partnerships and joint
ventures.

"GAIN ON SALE" means the taxable income or gain for federal income tax
purposes in the aggregate for each fiscal year from the sale or exchange of all
or any portion of a Company asset after netting losses from such sales or
exchanges against the gains from such transactions.

"GROSS OFFERING PROCEEDS" means the total gross proceeds from the sale of
the Shares.

"INDEPENDENT EXPERT" means a person with no material current or prior
business or personal relationship with the Advisor or Board of Directors of the
Company who is engaged to a substantial extent in the business of rendering
opinions regarding the value of assets of the type held by the Company.

"INDEPENDENT DIRECTOR" shall mean a member of the Board of Directors of the
Company who is not associated and has not been associated within the last two
years, directly or indirectly, with the Advisor.

"INVESTED CAPITAL" means the original issue price of the Shares reduced by
prior distributions from the sale or financing of Company fixed assets.

"INVESTMENT IN PROPERTIES" means the amount of Gross Offering Proceeds
actually paid or allocated to the purchase, development, construction or
improvement of properties acquired by the Company, including the purchase of
properties, working capital reserves allocable thereto (except that working
capital reserves in excess of 5% shall not be included) and other cash payments
such as interest and taxes, but excluding Front-End Fees.

"IRA" means an Individual Retirement Account established pursuant to
Section 408 of the Code.

79

"LIQUIDATING DISTRIBUTIONS" means the net cash proceeds received by the
Company from (a) the sale, exchange, condemnation, eminent domain taking,
casualty or other disposition of substantially all of the assets of the Company
or the last remaining assets of the Company or (b) a liquidation of the
Company's assets in connection with a dissolution of the Company, after (i)
payment of all expenses of such sale, exchange, condemnation, eminent domain
taking, casualty, other disposition or liquidation, including real estate
commissions and fees, if applicable, (ii) the payment of any outstanding
indebtedness and other liabilities of the Company, (iii) any amounts used to
restore any such assets of the Company, and (iv) any amounts set aside as
reserves which the Company may deem necessary or desirable.

"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.

"NET ASSETS" means the total assets (other than intangibles) at cost before
deducting depreciation or other non-cash reserves less total liabilities,
calculated at least quarterly on a basis consistently applied.

"NET INCOME" or "NET LOSS" means the net income or loss realized or
recognized by the Company for a fiscal year, as determined for federal income
tax purposes, including any income exempt from tax, but excluding all deductions
for depreciation, amortization and cost recovery and Gain on Sale.

"NET SALE PROCEEDS" means, collectively, Nonliquidating Net Sale Proceeds
and Liquidating Distributions.

"NONLIQUIDATING NET SALE PROCEEDS" means the net cash proceeds received by
the Company from a sale, exchange, condemnation, eminent domain taking, casualty
or other disposition of assets of the Company, which does not constitute
substantially all of the remaining assets of the Company, after (i) the payment
of all expenses of such sale, exchange, condemnation, eminent domain taking,
casualty, sale or other disposition, including real estate commissions and fees,
if applicable, (ii) the payment of any outstanding indebtedness and other
Company liabilities relating to such assets, (iii) any amounts used to restore
any such assets of the Company, and (iv) any amounts set aside as reserves which
the Company may deem necessary or desirable.

"OFFERING" means the offering and sale of the Shares pursuant to the terms
and conditions of this Prospectus.

"OPERATING PARTNERSHIP" means Wells Operating Partnership, L.P., a Delaware
limited partnership.

"OP UNITS" means units of limited partnership interest in the Operating
Partnership.

"ORGANIZATION AND OFFERING EXPENSES" means those expenses incurred in
connection with organizing the Company, preparing the Company for registration
and subsequently offering and distributing the Shares to the public, including
without limitation, legal and accounting fees, sales commissions paid to broker-
dealers in connection with the distribution of the Shares and all advertising
expenses.

"OWNERSHIP LIMITATION" means the ownership of more than 9.8% of any class
of the Company's outstanding capital stock.

"PARTNERS" means, collectively, the Company and any person who contributes
property to the Company in exchange for OP Units.

"PARTNERSHIP AGREEMENT" means the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership.

"PRIOR WELLS PUBLIC PROGRAMS" means the prior public real estate limited
partnership programs sponsored by the Advisor or its Affiliates having
substantially identical investment objectives as the Company, specifically,
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. and Wells Real Estate Fund XI, L.P.

80

"QUALIFIED PLAN" means a qualified sole proprietorship, partnership or
corporate pension or profit sharing plan established under Section 401(a) of the
Code.

"REGISTRATION STATEMENT" means the Registration Statement on Form S-11
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, in order to register the Shares for sale to
the public.

"REINVESTMENT PLAN" means the Company's Dividend Reinvestment Plan.

"RESIDUAL PROCEEDS" means any Sale Proceeds available for distribution to
the shareholders after the shareholders have first received distributions of
Sale Proceeds in an amount equal to 100% of their Invested Capital plus their
Common Return (reduced by all prior distributions of Cash Available for
Distribution) and after the Advisor has received distributions of Sale Proceeds
in an amount equal to 100% of its capital contribution to the Operating
Partnership.

"RETIREMENT PLANS" means Individual Retirement Accounts ("IRAs")
established under Section 408 of the Code and Qualified Plans.

"SERVICE" means the U.S. Internal Revenue Service.

"SHARES-IN-TRUST" means the excess shares exchanged for Shares transferred
or proposed to be transferred in excess of the Ownership Limitation or which
would otherwise jeopardize the Company's status as a REIT under the Code.

"SPONSOR" means any person directly or indirectly instrumental in
organizing, wholly or in part, a REIT or any person who will control, manage or
participate in the management of a REIT, and any affiliate of such person

"UNIMPROVED REAL PROPERTY" means the properties of the Company which: (a)
represent an equity interest in real property which was not acquired for the
purpose of producing rental or other operating income, (b) has no development or
construction in process on such land, and (c) no development or construction on
such land is planned in good faith to commence on such land within one year.

"WELLS CAPITAL" means Wells Capital, Inc., a Georgia corporation which
serves as the Company's Advisor.

81

APPENDIX I

WELLS REAL ESTATE INVESTMENT TRUST, INC.

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1997
TOGETHER WITH
AUDITORS' REPORT

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholder of
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying consolidated balance sheet of WELLS REAL ESTATE
INVESTMENT TRUST, INC. as of December 31, 1997.  This consolidated balance sheet
is the responsibility of the Company's management.  Our responsibility is to
express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards required that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated balance sheet is free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated balance sheet.  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.

In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of Wells Real Estate
Investment Trust, Inc. as of December 31, 1997 in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP
Atlanta, Georgia
January 13, 1998

F-2

WELLS REAL ESTATE INVESTMENT TRUST, INC.

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997

ASSETS

CASH                                                                                             $201,000

DEFERRED OFFERING COSTS                                                                           289,073
--------
Total assets                                                                         $490,073
========

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Due to affiliate                                                                               $289,073
--------
MINORITY INTEREST OF UNIT HOLDER IN
OPERATING PARTNERSHIP                                                                             200,000
--------
SHAREHOLDER'S EQUITY:

Common shares, $.01 par value; 5,000 shares authorized, 100 shares issued and                         1
outstanding

Additional paid-in capital                                                                          999
--------
Total shareholder's equity                                                                   1,000
--------
Total liabilities and shareholder's equity                                                $490,073
========

The accompanying notes are an integral part of this consolidated balance sheet.

F-3

WELLS REAL ESTATE INVESTMENT TRUST, INC.

NOTES TO CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997

(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Wells Real Estate Investment Trust, Inc. (the "Company"), is a newly formed
Maryland corporation that intends to qualify as a real estate investment
trust ("REIT").  The Company intends to offer for sale a maximum of
15,000,000 (exclusive of 1,500,000 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.  As of December 31, 1997, the
Company had sold 100 shares to Wells Capital, Inc. (the "Advisor"), at the
proposed initial public offering 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 or development, 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 the Advisor or its affiliates.

Substantially all of the Company's business will be conducted through Wells
Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
limited partnership.  At December 31, 1997, the Operating Partnership had
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 balance sheet of the Company includes the amounts of the
Company and the Operating Partnership.

As of December 31, 1997, the Company has neither purchased nor contracted
to purchase any properties, nor has the Advisor identified any properties
in which there is a reasonable probability that the Company will invest.

USE OF ESTIMATES

The preparation of the consolidated balance sheet 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 consolidated balance sheet.  Actual results could differ from those
estimates.

(2)  INCOME TAXES

The Company expects to qualify as a REIT under the Internal Revenue Code of
1986, as amended.  As a REIT, the Company generally will not be subject to
federal income tax on net income that it distributes to its shareholders.
The Company intends to make timely distributions sufficient to satisfy the
annual distribution requirements.

F-4

EXHIBIT A

PRIOR PERFORMANCE TABLES

The following Prior Performance Tables (the "Tables") provide information
relating to real estate investment programs sponsored by the Advisor and its
Affiliates ("Prior Programs") which have investment objectives similar to the
Company.

Prospective investors should read these Tables carefully together with the
summary information concerning the Prior Programs as set forth in "PRIOR
PERFORMANCE SUMMARY" elsewhere in this Prospectus.

INVESTORS IN THE COMPANY WILL NOT OWN ANY INTEREST IN THE PRIOR PROGRAMS
AND SHOULD NOT ASSUME THAT THEY WILL EXPERIENCE RETURNS, IF ANY, COMPARABLE TO
THOSE EXPERIENCED BY INVESTORS IN THE PRIOR PROGRAMS.

These Tables present actual results of Wells Prior Public Programs that
have investment objectives similar to those of the Company.  The Company's
investment objectives are to maximize Net Cash From Operations; to preserve
original Capital Contributions; and to realize capital appreciation over a
period of time.  All of the Wells Prior Public Programs have used a substantial
amount of capital and not acquisition indebtedness to acquire their properties.

The Advisor is responsible for the acquisition, operation, maintenance and
resale of the Partnership Properties.  The financial results of the Prior
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 Prior Programs

TABLE IV (Results of completed programs) and TABLE V (sales or disposals of
property) have been omitted since none of the Prior Programs have sold any of
their properties to date.

Additional information relating to the acquisition of properties by the
Prior Programs is contained in TABLE VI, which is included in the Registration
Statement which the Company has filed with the Securities and Exchange
Commission.  As described above, no Wells Prior 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, including copies of
the Form 10-K Annual Report for any or all of the Prior Programs for any
available year.

The following are definitions of certain terms used in the Tables:

"ACQUISITION FEES" shall mean fees and commissions paid by a partnership in
connection with its purchase or development of a property, except Development
fees paid to a person not affiliated with the partnership or with a general
partner of the partnership in connection with the actual development of a
project after acquisition of the land by the partnership.

"ORGANIZATION EXPENSES" shall include legal fees, accounting fees,
securities filing fees, printing and reproduction expenses and fees paid to the
general partners or their affiliates in connection with the planning and
formation of the partnership.

"UNDERWRITING FEES" shall include selling commissions and wholesaling fees
paid to broker-dealers for services provided by the broker-dealers during the
offering.

A-1

TABLE I

(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table provides a summary of the experience of the General Partners and
their Affiliates in Prior Programs for which offerings have been completed since
December 31, 1993.  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, the time period over
which the proceeds have been invested in the properties, as well as the
percentage of offerings sold and the expenses related to the offerings.

Wells Real         Wells Real         Wells Real         Wells Real
Estate Fund        Estate Fund        Estate Fund        Estate Fund
VI, L.P.           VII, L.P.         VIII, L.P.          IX, L.P.
-----------------  -----------------  -----------------  -----------------

Dollar Amount Offered                        $  25,000,000(3)   $  25,000,000(4)   $  35,000,000(5)   $  35,000,000(6)
Dollar Amount Raised                         $  25,000,000(3)     $24,180,174(4)     $32,042,689(5)     $35,000,000(6)
=============      =============      =============      =============
Percentage Amount Raised                             100.0%(3)           96.7%(4)           91.6%(5)          100.0%(6)
Less Offering Expenses
Underwriting Fees                                   10.0%              10.0%              10.0%              10.0%
Organizational Expenses                              5.0%               5.0%               5.0%               5.0%
Reserves(1)                                            1.0%               1.0%               0.0%               0.0%
-------------      -------------      -------------      -------------
Percent Available for Investment                    84.0%              84.0%              85.0%              85.0%
Acquisition and Development Costs
Prepaid Items and Fees related
to Purchase of Property                            0.3%               0.0%               0.0%               0.0%
Cash Down Payment                                   40.4%              16.3%               6.3%               7.0%
Acquisition Fees(2)                                  3.7%               3.5%               4.0%               4.0%
Development and Construction Costs                  39.6%              64.2%              50.3%              30.0%
Reserve for Payment of Indebtedness                    0.0%               0.0%               0.0%               0.0%
-------------      -------------      -------------      -------------
Total Acquisition and Development Cost                84.0%              84.0%              60.6%(7)           41.0%(8)
-------------      -------------      -------------      -------------
Percent Leveraged                                      0.0%               0.0%               0.0%               0.0%
=============      =============      =============      =============
Date Offering Began                               04/05/93           04/24/94           01/06/95             1/5/96
Length of Offering                                  12 mo.             12 mo.             12 mo.             12 mo.
Months to Invest 90% of Amount
Available for Investment                          15 mo.             12 mo.                    (7)                (8)
(Measured from Beginning of Offering)
Number of Investors                                  1,791              1,865              2,086              2,098

- ---------------------
(1)  Does not include General Partner contributions held as part of reserves.
(2)  Includes development 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 $25,000,000.
Wells Real Estate Fund VI, L.P. closed its offering on April 4, 1994 and
the total dollar amount raised was $25,000,000.
(4)  Total dollar amount registered and available to be offered was $25,000,000.
Wells Real Estate Fund VII, L.P. closed its offering on January 5, 1995 and
the total dollar amount raised was $24,180,174.
(5)  Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund VIII, L.P. closed its offering on January 4, 1996
and the total dollar amount raised was $32,042,689.
(6)  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.
(7)  As of December 31, 1996, Wells Real Estate Fund VIII, L.P. had not yet
invested 90% of the amount available for investment.  The amount invested
in properties (including Acquisition Fees paid but not yet associated with
a specific property) at December 31, 1996 was 44% of the total dollar
amount raised.  The amount invested and/or committed to be invested in
properties (including Acquisition Fees paid but not yet associated with a
specific property) at December 31, 1996 was 60.6% of the total dollar
amount raised.
(8)  As of December 31, 1996, Wells Real Estate Fund IX, L.P. had not yet
invested 90% of the amount available for investment.  The amount invested
in properties (including Acquisition Fees paid but not yet associated with
a specific property) at December 31, 1996 was 17% of the total dollar
amount raised.  The amount invested and/or committed to be invested in
properties (including Acquisition Fees paid but not yet associated with a
specific property) at December 31, 1996 was 41.0% of the total dollar
amount raised.

A-2

TABLE II
(UNAUDITED)

COMPENSATION TO SPONSOR

The following sets forth the compensation received by General Partners or
Affiliates of the General Partners, including compensation paid out of offering
proceeds and compensation paid in connection with the ongoing operations of
Prior Programs having similar or identical investment objectives the offerings
of which have been completed since December 31, 1993.  These partnerships have
not sold or refinanced any of their properties to date.  All figures are as of
December 31, 1996.

Wells Real    Wells Real    Wells Real    Wells Real       Other
Estate Fund   Estate Fund   Estate Fund   Estate Fund       Public
VI, L.P.     VII, L.P.     VIII, L.P.     IX, L.P.     Programs(1)
------------  ------------  ------------  ------------  --------------

Date Offering Commenced                                      04/05/93      04/06/94      01/06/95      01/05/96             --
Dollar Amount Raised                                      $25,000,000   $24,180,174   $32,042,689   $35,000,000   $125,018,232
to Sponsor from Proceeds of Offering:
Underwriting Fees(2)                                     $   119,936   $   178,122   $   174,295   $   309,556   $    451,803
Acquisition Fees
Real Estate Commissions(5)                                       --            --            --            --             --
Acquisition and Advisory Fees(3)                        $   932,216   $   846,306   $ 1,281,708   $ 1,400,000   $  7,099,169
Dollar Amount of Cash Generated from Operations
Before Deducting Payments to Sponsor(4)                  $ 2,780,262   $ 1,943,504   $ 1,228,747   $   161,427   $ 21,533,226
Amount Paid to Sponsor from Operations:
Property Management Fee(1)                               $    78,975   $    58,433   $    26,780   $       486   $    791,998
Partnership Management Fee                                        --            --            --            --             --
Reimbursements(6)                                        $    92,825   $    90,160   $    48,429   $     8,332   $  1,138,583
Leasing Commissions(1)                                   $    41,428   $    39,494   $    25,209   $     1,459   $    817,520
General Partner Distributions                                      --            --            --            --         15,205
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 General Partners from 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. and Wells Real Estate Fund V, L.P. during the past
three years.  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 Fund I and
properties owned jointly by Fund I and Fund II.  At December 31, 1996, the
amount of such fees due the General Partners totaled $1,897,184 and are not
included in Table II.
(2) Includes net underwriting compensation and commissions paid to Wells
Investment Securities, Inc. in connection with the offerings of Wells Real
Estate Funds VI, VII, VIII and IX, which were not reallowed to participating
broker-dealers.
(3) Fees paid to the General Partners or their Affiliates for acquisition
advisory services in connection with the review and evaluation of potential
real property acquisitions.
(4) Includes $125,314 in net cash used by operating activities, $2,692,348 in
distributions paid to limited partners and $213,228 in payments to sponsors
for Wells Real Estate Fund VI, L.P.; $32,869 in net cash used by operating
activities, $1,732,250 in distributions paid to limited partners and
$188,087 in payments to sponsor for Wells Real Estate Fund VII, L.P.; $2,443
in net cash used by operating activities, $1,130,772 in distributions paid
to limited partners and $100,418 in payments to sponsor for Wells Real
Estate Fund VIII, L.P.; $1,725 in net cash provided by operating activities,
$149,425 in distributions paid to limited partners and $10,277 in payments
to sponsor for Wells Real Estate Fund IX, L.P.; and $855,331 in net cash
provided by operating activities, $19,618,669 in distributions paid to
limited partners and $2,763,306 in payments to sponsor for other public
programs.
(5) The sponsor does not receive any real estate commission for the acquisition
of any property.
(6) Certain salaries and other employee-related expenses, travel and other out-
of-pocket expenses of personnel (other than controlling persons of the
General Partner or their Affiliates) may be reimbursed to the extent such
expenses are directly related to a specific Partnership Property.

A-3

TABLE III
(UNAUDITED)

The tables on the following five (5) pages set forth operating results of
prior programs sponsored by the General Partners the offerings of which have
been completed since December 31, 1991.  The information relates only to public
programs with investment objectives similar to those of the Partnership.  All
figures are as of December 31 of the year indicated.

A-4

TABLE III
(UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND V, L.P.

1996         1995          1994           1993           1992
------------  -----------  -------------  -------------  -------------

Gross Revenues(1)                                    $  590,839      764,624    $   656,958    $   458,213    $    58,640
Profit on Sale of Properties                                 --           --             --             --             --
Less: Operating Expenses(2)                              78,939       68,735         88,987         96,964         71,521
Depreciation and Amortization(3)                          6,250        6,250          6,250          6,250          5,208
----------   ----------    -----------    -----------    -----------
Net Income (Loss) GAAP Basis(4)                      $  505,650   $  689,639    $   561,721    $   354,999    $   (18,089)
==========   ==========    ===========    ===========    ===========
Taxable Income (Loss): Operations                    $  666,780   $  676,367    $   528,025    $   280,000    $   (18,089)
==========   ==========    ===========    ===========    ===========
Cash Generated (Used By):                               (65,728)     (46,235)       (10,395)       112,594        (33,006)
Operations
Joint Ventures                                       1,072,835    1,020,905        653,729         54,154             --
----------   ----------    -----------    -----------    -----------
$1,007,107   $  974,670    $   643,334    $   166,748    $   (33,006)
Less Cash Distributions to Investors:                 1,007,107   $  969,011        643,334        151,336             --
Operating Cash Flow
Return of Capital                                           --           --         44,257             --             --
Undistributed Cash Flow from Prior
Year Operations                                        3,672           --          5,412             --             --
----------   ----------    -----------
Cash Generated (Deficiency) after
Cash Distributions                                 $   (3,672)  $    5,659    $   (59,669)   $    15,412    $   (33,006)
Special Items (not including sales
and financing):
Source of Funds:
General Partner Contributions                                --           --             --             --             --
Limited Partner Contributions                                --           --             --      5,589,786     11,416,234
----------   ----------    -----------    -----------    -----------
--   $    5,659    $   (59,699)   $ 5,605,198    $11,383,228
Use of Funds:
Sales Commissions and Offering
Expenses                                                   --           --             --        764,599      1,377,645
Return of Original Limited Partner's
Investment                                                 --           --             --             --            100
Property Acquisitions and Deferred
Project Costs                                           (225)    (233,501)     2,366,507      7,755,116      4,181,338
----------   ----------    -----------    -----------    -----------
Cash Generated (Deficiency) after Cash
Distributions and                                  $   (3,897)  $ (227,842)   $(2,426,206)   $(2,914,517)   $ 5,824,145
Special Items                                       ==========   ==========    ===========    ===========    ===========

Net Income and Distributions Data per
$1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                  71           73             58             29              0
- Operations Class B Units                                (378)        (272)          (180)           (54)           (65)
Capital Gain (Loss)                                          0            0              0              0              0
Tax and Distributions Data per $1,000
Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                  69           69             55             36             --
- Operations Class B Units                                (260)        (246)          (181)           (58)           (21)
Capital Gain (Loss)                                         --           --             --             --             --
Cash Distributions to Investors:
Source (on GAAP Basis)
- - Investment Income Class A Units                            65           63             46             10             --
- - Return of Capital Class A Units                            --           --             --             --             --
- - Return of Capital Class B Units                            --           --             --             --             --
Source (on Cash Basis)                                                                                                 --
- - Operations Class A Units                                   65           63             43             10             --
- - Return of Capital Class A Units                            --           --              3             --             --
- - Operations Class B Units                                   --           --             --             --             --
Amount (in Percentage Terms) Remaining
Invested in Program         100%
Properties at the end of the Last Year
Reported in the Table

- -------------------------
(See notes on following page)

A-5

(1) Includes $19,125 in equity in loss of joint ventures and $77,765 from
investment of reserve funds in 1992; $207,234 in equity in earnings of joint
ventures and $250,979 from investment of reserve funds in 1993; $592,902 in
equity in earnings of joint ventures and $64,056 from investment of reserve
funds in 1994; $745,173 in equity in earnings of joint ventures and $19,451
from investment of reserve funds in 1995; and $577,128 in equity in earnings
of joint ventures and $13,711 from investment of reserve funds in 1996.  At
December 31, 1996, the leasing status of all developed property was 92%.
(2) Includes partnership administrative expenses.
(3) Included in equity in earnings of joint ventures in gross revenue is
depreciation and amortization of $100,796 for 1993, $324,578 for 1994,
$440,333 for 1995 and $591,390 for 1996.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated as follows:  $(17,908) to Class
B Limited Partners and $(181) to General Partners for 1992; $442,135 to
Class A Limited Partners, $(87,868) to Class B Limited Partners and $732 to
General Partners for 1993; $879,232 to Class A Limited Partners, $(316,460)
to Class B Limited Partners and $(1,051) to General Partners for 1994;
$1,124,203 to Class A Limited Partners and $(434,564) to Class B Limited
Partners and $0 for 1995; and $1,095,296 to Class A Limited Partners and
$(589,646) to Class B Limited Partners for 1996.

A-6

TABLE III
(UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VI, L.P.

1996           1995           1994           1993       1992
------------  --------------  -------------  -------------  ----

Gross Revenues(1)                                                   $  675,782    $  1,002,567    $   819,535    $    82,723   N/A
Profit on Sale of Properties                                                --              --             --             --
Less: Operating Expenses(2)                                             80,479          94,489        112,389         46,608
Depreciation and Amortization(3)                                         6,250           6,250          6,250          4,687
----------    ------------    -----------    -----------
Net Income (Loss) GAAP Basis(4)                                     $  589,053    $    901,828    $   700,896    $    31,428
==========    ============    ===========    ===========
Taxable Income (Loss): Operations                                   $  809,389    $    916,531    $   667,682    $    31,428
==========    ============    ===========    ===========
Cash Generated (Used By):                                               (2,716)       (278,728)      (276,376)        (2,478)
Operations
Joint Ventures                                                      1,044,891         766,212        203,543             --
----------    ------------    -----------    -----------
$1,042,175    $  1,044,940    $   479,919    $    (2,478)
Less Cash Distributions to Investors:
Operating Cash Flow                                                 1,042,175    $  1,044,940        245,800             --
Return of Capital                                                     125,314              --             --             --
Undistributed Cash Flow from Prior Year Operations                     18,027         216,092             --             --
----------    ------------    -----------    -----------
Cash Generated (Deficiency) after Cash Distributions                $ (143,341)   $   (216,092)   $   234,119    $    (2,478)
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                               --              --             --             --
Limited Partner Contributions                                               --              --     12,163,461     12,836,539
----------    ------------    -----------    -----------
$  --         $  --            $12,397,580    $12,834,061
Use of Funds:
Sales Commissions and Offering Expenses                                    --              --      1,776,909      1,781,724
Return of Original Limited Partner's Investment                            --              --             --            100
Property Acquisitions and Deferred Project Costs                      234,924      10,721,376      5,912,454      3,856,239
----------    ------------    -----------    -----------
Cash Generated (Deficiency) after Cash Distributions and            $ (378,265)   $(10,937,468)   $(4,708,217)   $(7,195,998)
Special Items                                                      ==========    ============    ===========    ===========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                                 59              57             43              9
- Operations Class B Units                                               (160)            (60)           (12)            (5)
Capital Gain (Loss)                                                        --              --             --              0
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                                 56              56             41              1
- Operations Class B Units                                                (99)            (51)           (22)            --
Capital Gain (Loss)                                                        --              --             --             --
Cash Distributions to Investors:
Source (on GAAP Basis)
- - Investment Income Class A Units                                           56              57             14             --
- - Return of Capital Class A Units                                           --               4             --             --
- - Return of Capital Class B Units                                           --              --             --             --
Source (on Cash Basis)
- - Operations Class A Units                                                  50              61             14             --
- - Return of Capital Class A Units                                            6              --             --             --
- - Operations Class B Units                                                  --
Amount (in Percentage Terms) Remaining Invested in Program                 100%
Properties at the end of the Last Year Reported in the Table

- ---------------------------
(See notes on following page)

A-7

(1) Includes $3,436 in equity in loss of joint ventures and $86,159 from
investment of reserve funds in 1993, $285,711 in equity in earnings of joint
ventures and $533,824 from investment of reserve funds in 1994, $681,033 in
equity in earnings of joint ventures and $321,534 from investment of reserve
funds in 1995 and $607,214 in equity in earnings of joint ventures and
$68,568 from investment of reserve funds in 1996.  At December 31, 1996, the
leasing status was 93%.
(2) Includes partnership administrative expenses.
(3) Included in equity in loss of joint ventures in gross revenues is
depreciation of $3,436 for 1993, $107,807 for 1994, and $264,866 for 1995
and $648,478 for 1996.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $39,551 to Class A Limited
Partners, $(8,042) to Class B Limited Partners and $(81) to the General
Partner for 1993; $762,218 to Class A Limited Partners, $(62,731) to Class B
Limited Partners and $1,409 to the General Partners for 1994; $1,172,944 to
Class A Limited Partners, $(269,288) to Class B Limited Partners and
$(1,828) to the General Partners for 1995; and $1,234,717 to Class A Limited
Partners, $(645,664) to Class B Limited Partners and $0 to the General
Partners for 1996.

A-8

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VII, L.P.

1996           1995            1994       1993  1992
-----------  --------------  --------------  ----  ----

Gross Revenues(1)                                                   $ 543,291         925,246    $    286,371    N/A   N/A
Profit on Sale of Properties                                               --                              --
Less: Operating Expenses(2)                                            84,265         114,953          78,420
Depreciation and Amortization(3)                                        6,250           6,250           4,688
---------    ------------    ------------
Net Income (Loss) GAAP Basis(4)                                     $ 452,776    $    804,043    $    203,263
=========    ============    ============
Taxable Income (Loss): Operations                                   $ 657,443    $    812,402    $    195,067
=========    ============    ============
Cash Generated (Used By):                                              20,883         431,728          47,595
Operations
Joint Ventures                                                       760,628         424,304          14,243
---------    ------------    ------------
$ 781,511    $    856,032    $     61,838
Less Cash Distributions to Investors:                                 781,511    $    856,032          52,195
Operating Cash Flow
Return of Capital                                                     10,805          22,064              --
Undistributed Cash Flow from Prior Year Operations                        --           9,643              --
---------    ------------    ------------
Cash Generated (Deficiency) after Cash Distributions                $ (10,805)   $    (31,707)   $     (9,643)
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                                              --              --
Limited Partner Contributions                                      $                  805,212      23,374,961
--            ------------    ------------
$  --         $    773,505    $ 23,384,604
Use of Funds:
Sales Commissions and Offering Expenses                                   --         244,207       3,351,569
Return of Original Limited Partner's Investment                           --             100              --
Property Acquisitions and Deferred Project Costs                     736,960      14,971,002       4,477,765
---------    ------------    ------------
Cash Generated (Deficiency) after Cash Distributions and            $(747,765)   $(14,441,804)   $(15,555,270)
Special Items                                                      =========    ============    ============

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                                62              57              29
- Operations Class B Units                                               (98)            (20)             (9)
Capital Gain (Loss)                                                       --              --              --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                                55              55              28
- Operations Class B Units                                               (58)            (16)            (17)
Capital Gain (Loss)                                                       --              --              --
Cash Distributions to Investors:
Source (on GAAP Basis)
- - Investment Income Class A Units                                          43              52               7
- - Return of Capital Class A Units                                          --              --              --
- - Return of Capital Class B Units                                          --              --              --
Source (on Cash Basis)
- - Operations Class A Units                                                 42              51               7
- - Return of Capital Class A Units                                           1               1              --
- - Operations Class B Units                                                 --              --              --
Source (on a Priority Distribution Basis)(5)
- - Investment income Class A Units                                          29              30               4
- - Return of Capital Class A Units                                          14              22               3
- - Return of Capital Class B Units                                          --              --              --
Amount (in Percentage Terms) Remaining Invested in Program                100%
Properties at the end of the Last Year Reported in the Table

- --------------------------------------------------------------------------------
(See notes on following page)

A-9

(1) Includes $78,799 in equity in earnings of joint ventures and $207,572 from
investment of reserve funds in 1994, and $403,325 in equity in earnings of
joint ventures and $521,921 from investment of reserve funds in 1995 and
$457,144 in equity in earnings of joint ventures and $86,147 from investment
of reserve funds in 1996.  At December 31, 1996, the leasing status was 90%
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 and $605,247 for 1996.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $233,337 to Class A Limited
Partners, $(29,854) to Class B Limited Partners and $(220) to the General
Partner for 1994; $950,826 to Class A Limited Partners, $(146,503) to Class
B Limited Partners and $(280) to the General Partners for 1995; and
$1,062,605 to Class A Limited Partners, $(609,829) to Class B Limited
Partners and $0 to the General Partners for 1996.
(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, 1996, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled $659,487.

A-10

TABLE III
(UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VIII, L.P.

1996            1995       1994  1993  1992
-------------  --------------  ----  ----  ----

Gross Revenues(1)                                                   $ 1,057,694    $    402,428    N/A   N/A   N/A
Profit on Sale of Properties                                                 --
Less: Operating Expenses(2)                                             114,854         122,264
Depreciation and Amortization(3)                                          6,250           6,250
-----------    ------------
Net Income (Loss) GAAP Basis(4)                                     $   936,590    $    273,914
===========    ============
Taxable Income (Loss): Operations                                   $ 1,001,974    $    404,348
===========    ============
Cash Generated (Used By):                                               623,268         204,790
Operations
Joint Ventures                                                         279,984          20,287
-----------    ------------
$   903,252    $    225,077
Less Cash Distributions to Investors:                                   903,252              --
Operating Cash Flow
Return of Capital                                                        2,443              --
Undistributed Cash Flow from Prior Year Operations                 $   222,077   $
-----------   --
Cash Generated (Deficiency) after Cash Distributions                $  (227,520)   $    225,077
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                                --              --
Limited Partner Contributions                                         1,898,147      30,144,542
-----------    ------------
$ 1,670,627    $ 30,369,619
Use of Funds:
Sales Commissions and Offering Expenses                                464,760       4,310,028
Return of Original Limited Partner's Investment                             --              --
Property Acquisitions and Deferred Project Costs                     7,931,566       6,618,273
-----------    ------------
Cash Generated (Deficiency) after Cash Distributions and            $(6,725,699)   $(19,441,318)
Special Items                                                      ===========    ============

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                                  46              28
- Operations Class B Units                                                 (47)             (3)
Capital Gain (Loss)
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                                  46              17
- Operations Class B Units                                                 (33)             (3)
Capital Gain (Loss)                                                         --              --
Cash Distributions to Investors:
Source (on GAAP Basis)
- - Investment Income Class A Units                                            43              --
- - Return of Capital Class A Units                                            --              --
- - Return of Capital Class B Units                                            --              --
Source (on Cash Basis)
- - Operations Class A Units                                                   32              --
- - Return of Capital Class A Units                                            11              --
- - Operations Class B Units                                                   --              --
Source (on a Priority Distribution Basis)(5)
- Investment Income Class A Units                                           33              --
- Return of Capital Class A Units                                           10              --
- Return of Capital Class B Units                                           --              --
Amount (in Percentage Terms) Remaining Invested in Program                  100%
Properties at the end of the Last Year Reported in the Table

- ----------------------------------
(See notes on following page)

A-11

(1) Includes $28,377 in equity in earnings of joint ventures and $374,051 from
investment of reserve funds in 1995 and $241,819 in equity in earnings of
joint ventures and $815,875 from investment of reserve funds in 1996.  At
December 31, 1996, the leasing status was 93% 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 and $265,259 for 1996.
(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; and $1,207,540  to Class A Limited Partners, $(270,653)
to Class B Limited Partners and $(297) to the General Partners for 1996.
(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, 1996, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled $250,776.

A-12

TABLE III
(UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND IX, L.P.

1996       1995  1994  1993  1992
-------------  ----  ----  ----  ----

Gross Revenues(1)                                                   $   406,891    N/A   N/A   N/A   N/A
Profit on Sale of Properties                                                 --
Less: Operating Expenses(2)                                             101,885
Depreciation and Amortization(3)                                          6,250
-----------
Net Income (Loss) GAAP Basis(4)                                     $   298,756
===========
Taxable Income (Loss): Operations                                   $   304,552
===========
Cash Generated (Used By):
Operations                                                             151,150
Joint Ventures                                                              --
-----------
$   151,150
Less Cash Distributions to Investors:
Operating Cash Flow                                                    149,425
-----------
Cash Generated (Deficiency) after Cash Distributions                $     1,725
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                                --
Limited Partner Contributions                                        35,000,000
-----------
$35,001,725
Use of Funds:
Sales Commissions and Offering Expenses                              4,900,321
Return of Original Limited Partner's Investment                             --
Property Acquisitions and Deferred Project Costs                     6,544,019
-----------
Cash Generated (Deficiency) after Cash Distributions and            $23,557,385
Special Items                                                      ===========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                                  28
- Operations Class B Units                                                 (11)
Capital Gain (Loss)                                                         --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                                  26
- Operations Class B Units                                                 (48)
Capital Gain (Loss)                                                         --
Cash Distributions to Investors:
Source (on GAAP Basis)
- - Investment Income Class A Units                                            13
- - Return of Capital Class A Units                                            --
- - Return of Capital Class B Units                                            --
Source (on Cash Basis)
- - Operations Class A Units                                                   13
- - Return of Capital Class A Units                                            --
- - Operations Class B Units                                                   --
Source (on a Priority Distribution Basis)(5)
- Investment Income Class A Units                                           10
- Return of Capital Class A Units                                            3
- Return of Capital Class B Units                                           --
Amount (in Percentage Terms) Remaining Invested in Program                  100%
Properties at the end of the Last Year 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.  At December 31, 1996, 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.
(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.
(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, 1996, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled $36,355.

A-13

EXHIBIT B

SUBSCRIPTION AGREEMENT

To:  Wells Real Estate Investment Trust, Inc.
3885 Holcomb Bridge Road
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 of ("Shares")
in 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 "NationsBank, N.A., as Escrow
Agent."

Payments for Shares will be held in escrow until the Company has received
and accepted subscriptions for 125,000 Shares ($1,250,000), except with respect
to residents of the States of New York and Pennsylvania, whose payments for
Shares will be held in escrow until the Company has received and accepted
subscriptions for 250,000 Shares ($2,500,000) from all investors.

I hereby acknowledge receipt of the Prospectus for the Company dated
January 30, 1998 (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 will be no public market for the Shares, and accordingly, it may
not be possible to readily liquidate an investment in the Company.

B-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 syndicate or selling group;

(9) if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;

(10) by way of a sale qualified under Sections 25111, 25112, 25113 or
25121 of the Code, of the securities to be transferred, provided that no order
under Section 25140 or subdivision (a) of Section 25143 is in effect with
respect to such qualification;

(11) by a corporation to a wholly owned subsidiary of such corporation
, or by a wholly owned subsidiary of a corporation to such corporation;

(12) by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code provided that no order under Section 25140 or subdivision (a)
of Section 25143 is in effect with respect to such qualification;

(13) between residents of foreign states, territories or countries who
are neither domiciled or actually present in this state;

(14) to the State Controller pursuant to the Unclaimed Property Law or
to the administrator of the unclaimed property law of another state;

B-2

(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 MASSACHUSETTS AND MINNESOTA RESIDENTS ONLY

In no event may a subscription for Shares be accepted until at least five
business days after the date the subscriber received the Prospectus.  Residents
of the State of Massachusetts 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.

SPECIAL NOTICE FOR NEBRASKA RESIDENTS ONLY

No person or entity selling Shares on behalf of the Company may complete a
sale of the share until at least five business days after the date the
prospective investor receives a Prospectus.

B-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 designation 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.

B-4

INSTRUCTIONS TO SUBSCRIPTION AGREEMENT SIGNATURE PAGE
TO WELLS REAL ESTATE INVESTMENT TRUST, INC. SUBSCRIPTION AGREEMENT

- -------------------------------------------------------------------------------------------------------------------------------- 
INVESTMENT INSTRUCTIONS        Please follow these instructions carefully.  Failure to do so may result in the rejection of
your subscription.  All information on the Subscription Agreement Signature Page should be
completed as follows:
- -------------------------------------------------------------------------------------------------------------------------------- 
1.  INVESTMENT                 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 "NATIONSBANK, N.A., AS ESCROW AGENT"
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.
- --------------------------------------------------------------------------------------------------------------------------------  
2.  TYPE OF                    Please check the appropriate box to indicate the type of entity or type of individuals
OWNERSHIP                  subscribing.
- --------------------------------------------------------------------------------------------------------------------------------  
3.  REGISTRATION               Please enter the exact name in which the Shares are to be held.  For joint tenants with right
NAME AND                   of survivorship or tenants in common, include the names of both investors.  In the case of
ADDRESS                    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 birthday and
occupation of the registered owner unless the registered owner is a partnership, corporation
or trust.
- --------------------------------------------------------------------------------------------------------------------------------  
4.  INVESTOR NAME              Complete this Section only if the investor's name and address is different from the
AND ADDRESS                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.
- --------------------------------------------------------------------------------------------------------------------------------  
5.  SUBSCRIBER                 Please separately initial each representation made by the investor where indicated.  Except
SIGNATURE                  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.
- --------------------------------------------------------------------------------------------------------------------------------  
6.  ADDITIONAL                 Please check if you plan to make one or more additional investments in the Company.  All
INVESTMENTS                additional investments must be increments of at least $25.  Additional investments by
residents of Maine must be for the minimum amounts stated under "INVESTOR 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 a commission not to exceed 7% of any such additional investments in the
Company.
- --------------------------------------------------------------------------------------------------------------------------------  
7.  DISTRIBUTIONS              a.  DISTRIBUTION REINVESTMENT PLAN:  By electing the Distribution Reinvestment Plan, the
investor elects to reinvest all distributions of Cash Available for Distribution in 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 

B-5

- -------------------------------------------------------------------------------------------------------------------------------- 
Agreement. The investor acknowledges that the Broker-Dealer named in the Subscription 
Agreement Signature Page may receive a commission not to exceed 8% of any reinvested 
distributions.

b.  DISTRIBUTION ADDRESS:  If cash distributions are to be sent to an address other than that
provided in Section 5 (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 9 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

B-6

WELLS REAL ESTATE INVESTMENT TRUST, INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

1.__________________INVESTMENT__________________________________________________

- -------------------------------------    Make Investment Check Payable to:
____________________________            NationsBank, N.A. as Escrow Agent
_________________
# of Shares   Total $ Invested       [_] Initial Investment (Minimum $1,000)
(#Shares x $10.00=$ Invested)        [_] Additional Investment (Minimum     
Minimum purchase  $1,000 or 100 Shares       $25.00)                            
- --------------------------------------       State in which sale was made______ 

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 $10.)

3.__________________TYPE OF                             -------------------
OWNERSHIP__________________________________________________________________

[_]    IRA (06)                                  [_]    Individual (01)
[_]    Keogh (10)                                [_]    Joint Tenants With Right of Survivorship (02)
[_]    Qualified Pension Plan (11)               [_]    Community Property (03)
[_]    Qualified Profit Sharing Plan (12)        [_]    Tenants in Common (04)
[_]    Other Trust__________________________     [_]    Custodian:  A Custodian for______________________ under
For the Benefit of_____________________         the Uniform Gift to Minors Act of the State of ________ (08)
[_]    Partnership (15)                          [_]    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  [_] Ph.D.  [_] 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_________________________________________________________
Please print name(s) in which Shares are to be registered.  Include trust name, if applicable.

(Complete only if different from registration name and address).

[_] Mr.  [_] Mrs.  [_] Ms.  [_] MD  [_] Ph.D.  [_] DDS  [_] Other___________________________________________________________

Name___________________________________________________________                               Social Security Number
[ ][ ][ ]-[ ][ ]-[ ][ ][ ][ ]
Street Address
or P.O. Box    ______________________________________________________________________________________________________

City  ______________________________________________  State __________________  Zip Code  ___________________________

Home                                                  Business
Telephone No. (_____)____________________             Telephone No. (_____)_____________________

Birthdate ________________________________            Occupation ____________________________________________________

6.__________________SUBSCRIBER SIGNATURE_______________________________________

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 indicate 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 resident as set forth in the Prospectus under "INVESTOR-
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 to 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 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 the Company in connection with my investment in the Company.  Under
penalties, 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_______________________________________________

7(a).  Check the following box to participate in the Distribution Reinvestment
Plan.  [_]
7(b). Complete following section only to direct distributions 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
Appendix F and that he has informed subscriber of all aspects of liquidity and
marketability of this investment as required by Section 4 of Appendix F
(Attachment No. 1 to Dealer Agreement).

Broker-Dealer Name___________________________  Telephone No. (____)____________

Broker-Dealer Street
Address or P.O. Box____________________________________________________________

City ___________________________ State ________________________ Zip Code ______

Registered
Representative Name ___________________________ Telephone No. (____)___________

Reg. Rep. Street
Address or P.O. Box____________________________________________________________

City ___________________________ State ________________________ Zip Code ______

______________________________________      ____________________________________
Broker-Dealer Signature, if required       Registered Representative Signature

Please mail completed Subscription Agreement (with all signatures) and check(s)
made payable to

NationsBank, N.A., as Escrow Agent
WELLS INVESTMENT SECURITIES, INC.
800-448-1010 or 770-449-7800

Overnight address:                                              Mailing address:
3885 Holcomb Bridge Road                                         P.O. Box 926040
Norcross, Georgia  30092-9209                      Norcross, Georgia  30092-9209

ACCEPTANCE BY CORPORATION               Amount            Date
----------      ---------- 

Received and Subscription Accepted:  Check No.          Certificate No.
--------                 -------- 

By:                          Wells Real Estate Investment Trust, Inc.
------------------------            

- ------------------------     --------------------------   ----------------------
Broker-Dealer #               Registered Rep #              Account #

EXHIBIT C

DIVIDEND REINVESTMENT PLAN

Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), pursuant to its Articles of Incorporation, as amended and restated
to date (the "Articles"), has adopted a Dividend Reinvestment Plan (the "DRP"),
the terms and conditions of which are set forth below.  Capitalized terms shall
have the same meaning as set forth in the Articles unless otherwise defined
herein.

1.  As agent for stockholders ("Stockholders") of the Company who purchase
shares of the Company's common stock (the "Shares") pursuant to the Company's
public offering which commenced January 30, 1998, which offering is expected to
be completed within one year from the date of such effectiveness (the
"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 "Distributions"), including
Distributions 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
for Participating Dealers registered in the Participant's state of residence.
Neither the Company nor its Affiliates will receive a fee for selling Shares
under the DRP.

2.  Procedure for Participation.  Any Stockholder who purchased Shares
---------------------------                                       
pursuant to the Company's Offering may elect to become a Participant by
completing and executing the Subscription Agreement, enrollment form or 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
Distribution payable after receipt of a Participant's subscription or
authorization.  Shares will be purchased under the DRP on the record date for
the Distribution used to purchase the Shares.  Distributions for Shares acquired
under the DRP are currently paid monthly and are calculated with a daily record
and Distribution declaration date.  Each Participant agrees that if, at any time
prior to 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 will
promptly so notify the Company in writing.

3.  Purchase of Shares.  Participants will acquire Shares from the Company
------------------                                                    
at a fixed price of $10 per Share until all 1,500,000 Initial DRP Shares (as
defined) are issued.  Participants in the DRP may also purchase fractional
Shares so that 100% of the Distributions will be used to acquire Shares.
However, a Participant will not be able to acquire Shares under the DRP to the
extent such purchase would cause it to exceed the Ownership Limit.

Shares to be distributed by the Company in connection with the DRP may (but
are not required to) be supplied from:  (a) 1,500,000 Shares which were
registered for the DRP in the Offering (the "Initial DRP Shares"), (b) shares of
the Company's 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"), or (c) shares registered by the Company with the SEC for
use in the DRP (a "Secondary Registration").

Shares purchased on the Secondary Market as set forth in (b) 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 Secondary 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 Initial DRP Shares.

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 Secondary 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 Distributions does not relieve a
Participant of any income tax liability which may be payable on the
Distributions.

4.  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 all its outstanding Common Stock.

C-1

5.  Reports.  Within 90 days after the end of the Company's fiscal year,
-------                                                             
the Company will provide each Participant 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 distribution and amounts of Distributions
received during the prior fiscal year.  The individualized statement to
Stockholders will include receipts and purchases relating to each Participant's
participation in the DRP including the tax consequences relative thereto.

6.  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 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 provide the
terminating Participant with a certificate evidencing the whole shares in his or
her account and a check for the cash value of any fractional share in such
account.  Upon termination of DRP participation, Distributions will be
distributed to the Stockholder in cash.

7.  Amendment or Termination of DRP by the Company.  The Directors of the
----------------------------------------------                       
Company may by majority vote (including a majority of the Independent Directors)
amend or terminate the DRP for any reason upon 30 days' written notice to the
Participants.

8.  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 state, the Company has been
advised that, in the opinion of the Securities and Exchange Commission and
certain state securities commissioners, such indemnification is contrary to
public policy and, therefore, unenforceable.

9.  Governing Law.  This DRP shall be governed by the laws of the State of
-------------                                                         
Maryland.

C-2

WELLS REAL ESTATE INVESTMENT TRUST, INC.
----------------------------------------

P  R  O  S  P  E  C  T  U  S

for

DIVIDEND REINVESTMENT PLAN

Pursuant to its revised Dividend Reinvestment Plan (the "Plan"), Wells Real
Estate Investment Trust, Inc., a Delaware corporation (the "Company"), hereby
offers to holders of its Common Stock, $.01 par value per share (the "Common
Stock") the opportunity to purchase, through reinvestment of dividends or by
additional cash payments, additional shares of Common Stock, on the terms,
subject to the conditions and at the prices herein stated.

The Plan was implemented initially in connection with the Company's
registered public offering of 16,500,000 shares of its Common Stock (the
"Initial Offering"), of which amount 1,500,000 shares were registered and
reserved for distribution pursuant to the Plan.

Dividends reinvested pursuant to the Plan will be applied to the purchase
of shares of Common Stock at a price of $10.00 per share until all 1,500,000
shares reserved initially for the Plan (the "Initial Plan Shares") have been
purchased.  Thereafter, the Company may in its sole discretion acquire
additional shares for purchase under the Plan may either through purchases on
the open market, through the Company's share repurchase program and/or
additional registrations of common stock for use in the Plan.  In any case, the
per share purchase price under the Plan for such additionally acquired shares
will equal the then-prevailing market price of the stock as determined by the
Company's Board of Directors, which if the Company's stock is listed shall equal
the price on the applicable stock exchange, Nasdaq or over-the-counter market.

This Prospectus relates to 1,500,000 shares of Common Stock that have been
registered for sale under the Plan.  Please retain this Prospectus for future
reference.

The executive offices of the Company are located at 3885 Holcomb Bridge
Rd., Norcross, Georgia  30092, and its telephone number is (770) 449-7800.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE SUCH
REGULATORS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The date of this Prospectus is _______________________

C-3

AUTHORIZATION

No person has been authorized to give any information or to make
representations not contained in this Prospectus regarding the Company or the
offering made hereby and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the securities to which it relates, nor does it
constitute an offer to or solicitation of any person in any jurisdiction in
which such offer or solicitation would be unlawful.  Neither delivery of this
Prospectus nor any sale made hereunder shall create an implication that
information contained herein is correct as of any time subsequent to the date
hereof.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission").  Reports, proxy statements, and other information concerning the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its Regional Offices in New York (Suite 1300, 7 World Trade
Center, New York, New York 10048) and Chicago (Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661).  Copies of such material can be obtained by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents (or applicable portions thereof), filed with the
Commission pursuant to the 1934 Act or the Securities Act of 1933, as amended
(the "1933 Act"), are incorporated by reference in this Prospectus:

1.   The description of the Common Stock contained in the Company's Registration
Statement on Form S-11, as amended.

2.   The Company's Annual Report on Form l0-K for the year ended ______________.

3.   The Company's Quarterly Reports on Form l0-Q for the quarters ended
___________________________.

All documents filed pursuant to Sections l3(a), l3(c), l4 or l5(d) of the
l934 Act after the date of this Prospectus and before termination of this
offering are incorporated by reference into this Prospectus from the date of
filing of those documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.  Anyone
receiving a copy of this Prospectus may obtain, without charge, a copy of any of
the documents incorporated by reference, except for the exhibits, if any, to
those documents.  Telephone or mail your request to:

WELLS REAL ESTATE INVESTMENT TRUST, INC.
3885 HOLCOMB BRIDGE RD.
NORCROSS, GEORGIA  30092
ATTENTION:  SECRETARY
(770) 449-7800

C-4

THE COMPANY

The Company, founded in 1997, is a Maryland corporation that owns and
operates income producing real estate, primarily commercial office buildings.
The Company is structured and operated in a manner intended to enable it to
qualify as a real estate investment trust under the Internal Revenue Code of
1986, as amended (the "Code").

THE PLAN

The Plan provides you with a simple and convenient way to invest your cash
dividends in additional shares of Common Stock.  As a participant in the Plan,
you may purchase shares at a price of $10.00 per share until all 1,500,000
Initial Plan Shares have been purchased.  Thereafter, additional shares for
purchase within the Plan may (but do not have to), be acquired by the Company in
its sole discretion either through purchases on the open market, purchases
pursuant to the Company's share repurchase program and/or additional
registrations of common stock relating to the Plan.  In any case other than
purchase of the Initial Plan Shares, the per share purchase price under the Plan
will equal the then-prevailing market price of the stock, which if the Company's
stock is listed shall equal the price on the applicable stock exchange, Nasdaq
or over-the-counter market.

You receive free custodial service for the shares you hold through the
Plan.

Shares for the Plan will be purchased directly from the Company.  Such
shares will be authorized and may be either previously issued or unissued
shares.  Proceeds from the sale of the Plan Shares provide the Company with
funds for general corporate purposes.

ELIGIBILITY

Holders of record of Common are eligible to participate in the Plan with
respect to any whole number of their shares.  If your shares are held of record
by a broker or nominee and you want to participate in the Plan, you must make
appropriate arrangements with your broker or nominee.

The Company may refuse participation in the Plan to shareholders residing
in states where shares offered pursuant to the Plan are neither registered under
applicable securities laws nor exempt from registration.

ADMINISTRATION

As of the date of this Prospectus, the Plan is administered by the Company
or an affiliate of the Company (the "Plan Administrator"), but a different
entity may act as Plan Administrator in the future.  The Plan Administrator will
keep all records of your Plan account and sends statements of your account to
you.  Shares of Common Stock purchased under the Plan are registered in the name
of each participating shareholder.

ENROLLMENT

You may join the Plan by signing the enrollment form enclosed with this
Prospectus and returning it to the Company.

Your participation in the Plan will begin with the first dividend payment
after your signed card is received, provided your card is received on or before
ten days prior to the record date established for that dividend.  Record dates
for dividends are ordinarily on or about the 15th day of March, June, September
and December, but may be changed from time to time in the discretion of the
Company's management.  If your enrollment form is received after the record date
for any dividend and before payment of that dividend, that dividend will be paid
to you in cash and reinvestment of your dividends will not begin until the next
dividend payment date.

COSTS

Participants in the Plan pay no service charges or other fees for purchases
made under the Plan.  All costs of administration of the Plan are paid by the
Company.  However, any interest earned on dividends on shares within the Plan
will be paid to the Company to defray certain costs relating to the Plan.  If
you terminate participation in the Plan or ask that your Plan shares be sold,
you will pay certain charges as explained in "Termination of Participation"
below.  Except as described below, the Company will pay the following
commissions and fees to certain affiliates of the Company in connection with
shares of Common Stock sold to participants under the Plan (expressed as a
percentage of the purchase price proceeds):  (a) a selling commission of 7% (the
"Selling Commission"), all of which may be reallowed to the brokers and dealers
of such shares; (b) a marketing and due diligence fee (the "Due Diligence Fee")
of 2.5%; and (c) an acquisition and advisory fee ("Acquisition and Advisory
Fee") of 3%, which after sale of the Initial Plan Shares will be paid only in
the 

C-5

event that proceeds of the sale of such shares are used to acquire properties.
In Ohio, only the Acquisition and Advisory Fee may be paid in connection with
sales of stock under the Plan.

PURCHASES AND PRICE OF SHARES

Common Stock dividends will be invested within 30 days after the date on
which Common Stock dividends are paid each quarter (the "Investment Date").
Payment dates for Common Stock dividends are ordinarily on or about the last
calendar day of March, June, September and December, but may be changed from
time to time in the discretion of the Company.

You become an owner of shares purchased under the Plan as of the Investment
Date.  No shares will be purchased under the Plan at less than their par value
($.01 per share).  Dividends paid on shares held in the Plan (less any required
withholding tax) will be credited to your Plan account.  Dividends are paid on
both full and fractional shares held in your account and are automatically
reinvested.

Reinvested Distributions.  You may elect dividend reinvestment with respect
------------------------                                                   
to any whole number of shares registered in your name on the records of the
Company.  Specify on the enrollment form the number of shares for which you want
dividends reinvested.  Dividends on all shares purchased pursuant to the Plan
will be automatically reinvested.  The number of shares purchased for you as a
participant in the Plan depends on the amount of your dividends on these shares
(less any required withholding tax) and the purchase price of the Common Stock.
Your account will be credited with the number of shares, including fractions
computed to four decimal places, equal to the total amount invested divided by
the purchase price per share.

Shares of Common Stock for participants will be purchased from the Company
at a price per share of $10 for all of the Initial Plan Shares, and thereafter
(if available) at prices equal to the then-prevailing market price of the stock
as determined by the Company's Board of Directors, which if the Company's stock
is listed shall equal the closing price on the applicable stock exchange, Nasdaq
or over-the-counter market on the trading day immediately prior to the
Investment Date.

Optional Cash Purchases.  Until determined otherwise by the Company, Plan
-----------------------                                                  
participants may not make additional cash payments for the purchase of Common
Stock under the Plan.

DIVIDENDS ON SHARES HELD IN PLAN

Dividends paid on shares held in the Plan (less any required withholding
tax) will be credited to your Plan account.  Dividends are paid on both full and
fractional shares held in your account and are automatically reinvested.

ACCOUNT STATEMENTS

You will receive a statement of your account within 60 days after each
Investment Date.  The statements will contain a report of all transactions since
the last statement, including information with respect to the number of shares
allocated to your account, the amount of dividends received which are allocable
to you, the amount of Common Stock purchased therewith and the price paid.
These statements are your continuing record of the cost of your purchase and
should be retained for income tax purposes.

CERTIFICATES FOR SHARES

As of the date of this Prospectus, the Company is not issuing certificates
for shares purchased under the Plan, and your ownership of such shares will be
evidenced on the books of the Company in your account.  The number of shares
purchased will be shown on your statement of account.  This feature permits
ownership of fractional shares, protects against loss, theft or destruction of
stock certificates, and reduces the costs of the Plan.

After the date the Company begins issuing certificates for the outstanding
shares of its Common Stock, certificates for any number of whole shares credited
to your account will be issued in your name upon your written request to the
Plan Administrator.  Certificates for fractional shares will not be issued.
Should you want your certificates issued in a different name, you must notify
the Plan Administrator in writing and comply with applicable transfer
requirements.  If you wish to sell any whole shares credited to your account
under the Plan, you will have the option of either (i) receiving a certificate
for such whole number of shares, or (ii) requesting that such shares held in
your account be sold, in which case the shares will be sold on the open market
as soon as practicable.  Brokerage commissions on such sales will not be paid by
the Company, and will be deducted from the sales proceeds.  See "Termination of
Participation."  If you wish to pledge shares credited to your account, you must
first have the certificate for those shares issued in your name.

C-6

TERMINATION OF PARTICIPATION

You may discontinue reinvestment of dividends under the Plan with respect
to all, but not less than all, of your shares (including shares held for your
account in the Plan) at any time by notifying the Plan Administrator in writing
no less than ten days prior to the next record date.  A notice of termination
received by the Plan Administrator after such cutoff date will not be effective
until the next following Investment Date.  Participants who terminate their
participation in the Plan may thereafter rejoin the Plan by notifying the
Company and completing all necessary forms and otherwise as required by the
Company.

If you notify the Plan Administrator of your termination of participation
in the Plan or if your participation in the Plan is terminated by the Company,
the Company's stock ownership records will be updated to include the number of
whole shares in your Plan account.  For any fractional shares of stock in your
Plan account, the Plan Administrator may either (i) send you a check in payment
for any fractional shares in your account, or (ii) credit your stock ownership
account with any such fractional shares.

A participant who changes his or her address must promptly notify the Plan
Administrator.  If a participant moves his residence to a state where shares
offered pursuant to the Plan are neither registered nor exempt from registration
under applicable securities laws, the Company may deem the participant to have
terminated participation in the Plan.

AMENDMENT AND TERMINATION OF PLAN

The Company may, in its sole discretion, amend any aspect of the Plan
without the consent of participants or other stockholders, provided that notice
of any material amendment is sent to participants at least 30 days prior to the
effective date thereof.  The Company may also, in its sole discretion, terminate
the Plan for any reason at any time with ten days prior written notice of such
termination to all participants.  You will be notified if the Plan is terminated
or materially amended.  The Company may also terminate any participant's
participation in the Plan at any time by notice to such participant if continued
participation will, in the opinion of the Board of Directors, jeopardize the
status of the Company as a real estate investment trust under the Code.

VOTING OF SHARES HELD UNDER THE PLAN

You will be able to vote all shares of Common Stock (including fractional
shares) credited to your account under the Plan at the same time that you vote
the shares registered in your name on the records of the Company.

STOCK DIVIDENDS, STOCK SPLITS AND RIGHTS OFFERINGS

Your Plan account will be amended to reflect the effect of any stock
dividends, splits, reverse splits or other combinations or recapitalizations by
the Company on shares held in the Plan for you.  If the Company issues to its
shareholders rights to subscribe to additional shares, such rights will be
issued to you based on your total share holdings, including shares held in your
Plan account.

RESPONSIBILITY OF THE PLAN ADMINISTRATOR AND THE COMPANY UNDER THE PLAN

The Plan Administrator will not be liable for any claim based on an act
done in good faith or a good faith omission to act.  This includes, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon a participant's death, the prices at which shares are
purchased, the times when purchases are made, or fluctuations in the market
price of Common Stock.

All notices from the Plan Administrator to a participant will be mailed to
the participant at his last address of record with the Plan Administrator, which
will satisfy the Plan Administrator's duty to give notice.  Participants must
promptly notify the Plan Administrator of any change in address.

YOU SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE PLAN ADMINISTRATOR
CAN PROVIDE ANY ASSURANCE OF A PROFIT OR PROTECTION AGAINST LOSS ON ANY SHARES
PURCHASED UNDER THE PLAN.

INTERPRETATION AND REGULATION OF THE PLAN

The Company reserves the right, without notice to participants, to
interpret and regulate the Plan as it deems necessary or desirable in connection
with its operation.  Any such interpretation and regulation shall be conclusive.

C-7

FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN

The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan.  It does not
address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special provisions of federal income
tax law (such as tax-exempt organizations, insurance companies, financial
institutions, broker-dealers and foreign persons).  The discussion is based on
various rulings of the Internal Revenue Service regarding several types of
dividend reinvestment plans.  No ruling, however, has been issued or requested
regarding the Plan.  THE FOLLOWING DISCUSSION IS FOR YOUR GENERAL INFORMATION
ONLY, AND YOU MUST CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES (INCLUDING THE EFFECTS OF ANY CHANGES IN LAW) THAT MAY RESULT FROM
YOUR PARTICIPATION IN THE PLAN AND THE DISPOSITION OF ANY SHARES PURCHASED
PURSUANT TO THE PLAN.

REINVESTED DIVIDENDS.   Stockholders subject to federal income taxation who
elect to participate in the Plan will incur a tax liability for distributions
allocated to them even though they have elected not to receive their dividends
in cash but rather to have their dividends held pursuant to the Plan.
Specifically, participants will be treated as if they received the distribution
from the Company and then applied such distribution to purchase the shares in
the Plan.  A Stockholder designating a distribution for reinvestment will be
taxed on the amount of such distribution as ordinary income to the extent such
distribution is from current or accumulated earnings and profits, unless the
Company has designated all or a portion of the distribution as capital gain
dividend.  In such case, such designated portion of the distribution will be
taxed as a capital gain.  The amount treated as a distribution to you will
constitute a dividend for federal income tax purposes to the same extent as a
cash distribution.

RECEIPT OF SHARE CERTIFICATES AND CASH.  You will not realize any income if
you receive certificates for whole shares credited to your account under the
Plan.  Any cash received for a fractional share held in your account will be
treated as an amount realized on the sale of the fractional share.  You
therefore will recognize gain or loss equal to any difference between the amount
of cash received for a fractional share and your tax basis in the fractional
share.

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

Directors and officers of the Company shall be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted against them
for actions in their capacities as directors and/or officers of the Corporation
to the fullest extent permitted under the Delaware General Corporation Law
("DGCL").  This indemnification covers all costs and expenses reasonably
incurred by a director or officer.  In addition, the DGCL and the Company's
Amended and Restated Articles of Incorporation may, under certain circumstances,
eliminate the liability of directors and officers in a shareholder or derivative
proceeding.

Insofar as indemnification for liabilities arising under the l933 Act may
be permitted to directors, officers, or controlling persons of the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the l933 Act and is therefore
unenforceable.  In the event that a claim for indemnification against such
liabilities is asserted by such director or officer, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the l933 Act and
will be governed by the final adjudication of such issue.

EXPERTS

The financial statements of the Company incorporated by reference from its
Registration Statement on Form S-11 have been audited by Arthur Andersen LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

PLAN ADMINISTRATOR; INQUIRIES REGARDING THE PLAN

Changes in name or address, notices of termination, requests to participate
in the Plan, questions about the Plan and your participation therein, and all
other matters regarding the Plan should be directed to:

Wells Real Estate Investment Trust, Inc.
Dividend Reinvestment Plan
3885 Holcomb Bridge Rd.
Norcross, GA  30092

C-8

E N R O L L M E N T  F O R M
----------------------------

WELLS REAL ESTATE INVESTMENT TRUST, INC.

DIVIDEND REINVESTMENT PLAN

TO JOIN THE PLAN:

(l)  Complete this card.  Be sure to include your social security or tax
identification number and signature.

(2)  Staple or tape the card closed so that your signature is enclosed.

I hereby appoint Wells Real Estate Investment Trust, Inc. (the "Company")
(or any successor), acting as plan administrator, as my agent to receive cash
dividends that may hereafter become payable to me on shares of Common Stock of
the Company registered in my name as set forth below, and authorize the Company
to apply such dividends to the purchase of full shares and fractional interests
in shares of the Company's Common Stock.

I understand that the purchases will be made under the terms and conditions
of the Dividend Reinvestment Plan as described in the Prospectus and that I may
revoke this authorization at any time by notifying the Plan Administrator, in
writing, of my desire to terminate my participation.

Please indicate your participation below.  Return this card only if
you wish to participate in the Plan

_____________   Yes, I would like to participate in the Dividend Reinvestment
Plan for all my shares of Common Stock.

Please Print Full Legal Name(s):

_______________________________________________________

Social Security or Tax Identification Number:

_______________________________________________________

Date: __________________________________

IF YOUR SHARES ARE HELD OF RECORD BY A BROKER OR NOMINEE, YOU MUST MAKE
APPROPRIATE ARRANGEMENTS WITH THE BROKER OR NOMINEE TO PARTICIPATE IN THE PLAN.

C-9

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

No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this Prospectus and,
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Dealer Manager.  This Prospectus
does not constitute an offer of any securities other than those to which it
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.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create an implication that the information contained herein
is correct as of any time subsequent to the date hereof.  In the event of
material changes, this Prospectus will be amended to reflect such changes.

SUMMARY TABLE OF CONTENTS

Page
----

Summary of the Offering..........................     1
Risk Factors.....................................     9
Investor Suitability Standards...................    15
Estimated Use of Proceeds........................    17
Management Compensation..........................    19
Conflicts of Interest............................    21
Summary of Reinvestment Plan.....................    25
Share Repurchase Program.........................    27
Prior Performance Summary........................    28
Management.......................................    32
The Advisor and the Advisory Agreement...........    36
Wells Management.................................    39
Investment Objectives and Criteria...............    40
Real Property Investments........................    45
Distribution Policy..............................    45
Management's Discussion and Analysis of
Financial Condition and Results of Operations..    46
Description of Capital Stock.....................    46
Federal Income Tax Considerations................    55
ERISA Considerations.............................    68
Partnership Agreement............................    71
Plan of Distribution.............................    73
Supplemental Sales Material......................    77
Legal Matters....................................    77
Experts..........................................    78
Additional Information...........................    78
Glossary.........................................    78
Financial Statements.............................   F-1

Until April 30, 1998 (90 days after the date of this Prospectus), all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, 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.

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

15,000,000 Shares of Common Stock

WELLS REAL ESTATE
INVESTMENT TRUST, INC.

___________________

PROSPECTUS

___________________

WELLS INVESTMENT SECURITIES, INC.

January 30, 1998

WELLS REAL ESTATE INVESTMENT TRUST, INC.

SUPPLEMENT NO. 1 DATED APRIL 20, 1998 TO THE PROSPECTUS
DATED JANUARY 30, 1998

This document supplements, and should be read in conjunction with, the
Prospectus of Wells Real Estate Investment Trust, Inc. dated January 30, 1998
(the "Prospectus").  Unless otherwise defined herein, 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:

(i)   The status of the offering of shares of common stock (the
"Shares") in Wells Real Estate Investment Trust, Inc. (the "Company");

(ii)  Updated Prior Performance Tables included as Exhibit A to the
Prospectus; and

(iii) Revisions to the "INVESTOR SUITABILITY STANDARDS" and "PLAN OF
DISTRIBUTION" sections of the Prospectus.

STATUS OF THE OFFERING

Pursuant to the Prospectus, the offering of Shares in the Company commenced
on January 30, 1998.  As of April 17, 1998, the Company had raised a total of
$451,700 in offering proceeds (45,170 Shares), which offering proceeds are being
held in escrow until the Company closes the Minimum Offering in accordance with
the terms of the Prospectus.

PRIOR PERFORMANCE TABLES

Prior Performance Tables dated as of December 31, 1997 are included as
Exhibit A to this Supplement.

INVESTOR SUITABILITY STANDARDS

The information contained on page 15 in the "INVESTOR SUITABILITY
STANDARDS" section of the Prospectus is revised as of the date of this
Supplement by the deletion of the fourth full paragraph of that section and the
insertion of the following paragraph in lieu thereof:

The minimum purchase is 100 Shares ($1,000) (except in certain states
and as otherwise described below).  No transfers will be permitted of less
than the minimum required purchase, nor (except in very limited
circumstances) may an investor transfer, fractionalize or subdivide such
Shares so as to retain less than such minimum number thereof.  For purposes
of satisfying the minimum investment requirement for Retirement Plans,
unless otherwise prohibited by state law, a husband and wife may jointly
contribute funds from their separate Individual Retirement Accounts
("IRAs"), provided that each such contribution is made in increments of at
least $100.  It should be noted, however, that an investment in the Company
will not, in itself, create a Retirement Plan for any investor and that in
order to create a Retirement Plan, an investor must comply with all
applicable provisions of the Code.  Except in Maine, Minnesota and
Washington, investors who have satisfied the minimum purchase requirements
and have purchased units in Prior Wells Public Programs may purchase less
than the minimum number of Shares set forth above, but in no event less
than 2.5 Shares ($25).  The minimum purchase for New York investors is 250
Shares ($2,500); however, the minimum investment for New York IRAs is 100
Shares ($1,000).  After an investor has purchased the minimum investment,
any additional investments must be made in increments of at least 2.5
Shares ($25), except for (i) those made by investors in Maine, who must
still meet the minimum investment requirement for Maine residents of $1,000
for IRAs and $2,500 for non-IRAs, (ii) purchases of Shares pursuant to the
Reinvestment Plan, which may be in lesser amounts, and (iii) the minimum
purchase requirement for Minnesota investors other than IRAs and Qualified
Plans of 250 Shares ($2,500), and the minimum purchase for Minnesota IRAs
and Qualified Plans of 200 Shares ($2,000).

PLAN OF DISTRIBUTION

The information contained on page 77 in the "PLAN OF DISTRIBUTION" section
of the Prospectus is revised as of the date of this Supplement by the deletion
of the second full paragraph on that page and the insertion of the following
paragraph in lieu thereof:

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 seven year period
pursuant to a deferred commission arrangement (the "Deferred Commission
Option").  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 each of the six years
following the year of subscription, $0.10 per Share will be paid by the
Company as deferred commissions with respect to Shares sold pursuant to the
Deferred Commission Option, which amounts will be deducted from and paid
out of distributions of Cash Available for Distribution otherwise payable
to Shareholders holding such Shares. The net proceeds to the Company 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 will be deducted from and paid by the Company out of Cash Available
for Distribution otherwise distributable to such Shareholder.  In the event
that Listing of the Shares occurs at any time prior to the end of the sixth
year following termination of the Offering, however, the obligation of the
Company and its Shareholders to make any further payments of commissions
under the Deferred Commission Option shall terminate, and participating
broker-dealers will not be entitled to receive any further portion of their
commissions following Listing of the Company's Shares.

2

EXHIBIT A

PRIOR PERFORMANCE TABLES

The following Prior Performance Tables (the "Tables") provide information
relating to real estate investment programs sponsored by the Advisor and its
Affiliates ("Wells Prior Public Programs") which have investment objectives
similar to the Company.

Prospective investors should read these Tables carefully together with the
summary information concerning the Prior Programs as set forth in "PRIOR
PERFORMANCE SUMMARY" elsewhere in this Prospectus.

INVESTORS IN THE COMPANY WILL NOT OWN ANY INTEREST IN THE PRIOR PROGRAMS
AND SHOULD NOT ASSUME THAT THEY WILL EXPERIENCE RETURNS, IF ANY, COMPARABLE TO
THOSE EXPERIENCED BY INVESTORS IN THE PRIOR PROGRAMS.

These Tables present actual results of Wells Prior Public Programs that
have investment objectives similar to those of the Company. The Company's
investment objectives are to maximize Net Cash From Operations; to preserve
original Capital Contributions; and to realize capital appreciation over a
period of time. All of the Wells Prior Public Programs have used a substantial
amount of capital and not acquisition indebtedness to acquire their properties.

The Advisor is responsible for the acquisition, operation, maintenance and
resale of the Wells Prior Public Programs' Properties.  The financial results of
the Wells Prior 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 Prior Programs

TABLE IV (Results of completed programs) and TABLE V (sales or disposals of
property) have been omitted since none of the Prior Programs have sold any of
their properties to date.

Additional information relating to the acquisition of properties by the
Wells Prior Public Programs is contained in TABLE VI, which is included in the
Registration Statement which the Company has filed with the Securities and
Exchange Commission.  As described above, no Wells Prior 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 partnership in
connection with its purchase or development of a property, except development
fees paid to a person not affiliated with the partnership or with a general
partner of the partnership in connection with the actual development of a
project after acquisition of the land by the partnership.

"ORGANIZATION EXPENSES" shall include legal fees, accounting fees,
securities filing fees, printing and reproduction expenses and fees paid to the
general partners or their affiliates in connection with the planning and
formation of the partnership.

"UNDERWRITING FEES" shall include selling commissions and wholesaling fees
paid to broker-dealers for services provided by the broker-dealers during the
offering.

A-1

TABLE I
(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table provides a summary of the experience of the General Partners and
their Affiliates in Prior Programs for which offerings have been completed since
December 31, 1994.  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.

Wells Real         Wells Real         Wells Real         Wells Real
Estate Fund        Estate Fund        Estate Fund        Estate Fund
VII, L.P.         VIII, L.P.          IX, L.P.            X, L.P.
-----------------  -----------------  -----------------  ----------------

Dollar Amount Raised                                       $24,180,174/(3)/   $32,042,689/(4)/   $35,000,000/(5)/   $27,128,912/(6)/
===========        ===========        ===========        ===========
Percentage Amount Raised                                        100.0%/(3)/        100.0%/(4)/        100.0%/(5)/        100.0%/(6)/

Less Offering Expenses
Underwriting Fees                                              10.0%              10.0%              10.0%              10.0%
Organizational Expenses                                         5.0%               5.0%               5.0%               5.0%
Reserves/(1)/                                                     1.0%               0.0%               0.0%               0.0%
----               ----               ----               ----
Percent Available for Investment                              84.0%              85.0%              85.0%              85.0%

Acquisition and Development Costs
Prepaid Items and Fees related to Purchase of Property          0.0%               0.2%               0.0%               0.0%
Cash Down Payment                                              16.3%              29.2%               0.0%               0.0%
Acquisition Fees/(2)/                                           3.5%               4.5%               4.5%               4.5%
Development and Construction Costs                             64.2%              48.0%              50.4%              14.4%

Reserve for Payment of Indebtedness                               0.0%               0.0%               0.0%               0.0%
----               ----               ----               ----
Total Acquisition and Development Cost                           84.0%              81.9%              54.9%              18.9%
----               ----               ----               ----
Percent Leveraged                                                 0.0%               0.0%               0.0%              0.00%
====               ====               ====               ====
Date Offering Began                                             04/05/94           01/06/95           01/05/96           12/31/96

Length of Offering                                                12 mo.             12 mo.             12 mo.             12 mo.

Months to Invest 90% of Amount Available for
Investment (Measured from Beginning of Offering)                  12 mo.             17 mo.              /(7)/              /(8)/

Number of Investors                                               1,917              2,242              2,115              1,806

_______________________

(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 $25,000,000.
Wells Real Estate Fund VII, L.P. closed its offering on January 5, 1995,
and the total dollar amount raised was $24,180,174.
(4)  Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund VIII, L.P. closed its offering on January 4, 1996,
and the total dollar amount raised was $32,042,689.
(5)  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.
(6)  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.
(7)  As of December 31, 1997, Wells Real Estate Fund IX, L.P. had not yet
invested 90% of the amount available for investment.  The amount invested
in properties (including Acquisition Fees paid but not yet associated with
a specific property) at December 31, 1997 was 70.3% of the total dollar
amount raised.  The amount invested and/or committed to be invested in
properties (including Acquisition Fees paid but not yet associated with a
specific property) at December 31, 1997 was 83.5% of the total dollar
amount raised.
(8)  As of December 31, 1997, Wells Real Estate Fund X, L.P. had not yet
invested 90% of the amount available for investment.  The amount invested
in properties (including Acquisition Fees paid but not yet associated with
a specific property) at December 31, 1997 was 17.7% of the total dollar
amount raised.  The amount invested and/or committed to be invested in
properties (including Acquisition Fees paid but not yet associated with a
specific property) at December 31, 1997 was 32.8% of the total dollar
amount raised.

A-2

TABLE II
(UNAUDITED)

COMPENSATION TO SPONSOR

The following sets forth the compensation received by General Partners or
Affiliates of the General Partners, including compensation paid out of offering
proceeds and compensation paid in connection with the ongoing operations of
Prior Programs having similar or identical investment objectives the offerings
of which have been completed since December 31, 1994.  These partnerships have
not sold or refinanced any of their properties to date.  All figures are as of
December 31, 1997.

Wells Real    Wells Real    Wells Real    Wells Real       Other
Estate Fund   Estate Fund   Estate Fund   Estate Fund      Public
VII, L.P.     VIII, L.P.     IX, L.P.      X, L.P.     Programs/(1)/
------------  ------------  ------------  ------------  -------------

Date Offering Commenced                                04/05/94      01/06/95      01/05/96      12/31/96             --

Dollar Amount Raised                                $24,180,174   $32,042,689   $35,000,000   $27,128,912   $150,018,232
to Sponsor from Proceeds of Offering:
Underwriting Fees/(2)/                            $   178,122   $   174,295   $   309,556   $   260,748   $    571,739
Acquisition Fees
Real Estate Commissions                                   --            --            --            --             --
Acquisition and Advisory Fees/(3)/               $   846,306   $ 1,281,708   $ 1,400,000   $ 1,085,157   $  8,031,385

Dollar Amount of Cash Generated from Operations
Before Deducting Payments to Sponsor/(4)/          $ 3,850,827   $ 1,630,740   $ 1,305,840   $   438,195   $ 29,081,439

Amount Paid to Sponsor from Operations:
Property Management Fee/(1)/                       $   124,934   $    85,523   $    19,539   $         0   $    857,695
Partnership Management Fee                                  --            --            --            --             --
Reimbursements                                     $   159,036   $   112,773   $    32,349   $    11,137   $  1,187,273
Leasing Commissions                                $    97,856   $    91,566   $    29,162   $         0   $    800,710
General Partner Distributions                               --            --            --            --         15,205
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 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. and Wells Real Estate Fund VI, 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,
1997, the amount of such fees due the General Partners totaled $2,088,727.
(2) Includes net underwriting compensation and commissions paid to Wells
Investment Securities, Inc. in connection with the offerings of Wells Real
Estate Funds VII, VIII, IX and X, which were 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.
(4) Includes $409,361 in net cash provided by operating activities, $3,059,640
in distributions to limited partners and $381,826 in payments to sponsor for
Wells Real Estate Fund VII, L.P.; $464,964 in net cash provided by operating
activities, $875,914 in distributions to limited partners and $289,862 in
payments to sponsor for Wells Real Estate Fund VIII, L.P.; $2,540 in net
cash provided by operating activities, $1,221,764 in distributions to
limited partners and $81,536 in payments to sponsor for Wells Real Estate
Fund IX, L.P.; $449,332 in net cash used by operating activities, $0 in
distributions to limited partners and $11,137 in payments to sponsor for
Wells Real Estate Fund X, L.P.; and $855,331 in net cash provided by
operating activities, $19,618,669 in distributions to limited partners and
$2,748,101 in payments to sponsor for other public programs.

A-3

TABLE III
(UNAUDITED)

The following six (6) tables set forth operating results of prior programs
sponsored by the General Partners the offerings of which have been completed
since December 31, 1992. The information relates only to public programs with
investment objectives similar to those of the Partnership. All figures are as of
December 31 of the year indicated.

A-4

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND V, L.P.

1997          1996         1995          1994           1993
------------  ------------  -----------  ------------- -----------

Gross Revenues/(1)/                                              $  633,247    $  590,839   $  764,624    $   656,958   $   458,213
Profit on Sale of Properties                                             --            --           --             --            --
Less: Operating Expenses/(2)/                                        72,404        78,939       68,735         88,987        96,964
Depreciation and Amortization/(3)/                                  1,042         6,250        6,250          6,250         6,250
----------    ----------   ----------    -----------   -----------
Net Income (Loss) GAAP Basis/(4)/                                $  559,801    $  505,650   $  689,639    $   561,721   $   354,999
Taxable Income (Loss): Operations                                ==========    ==========   ==========    ===========   ===========
Cash Generated (Used By):                                        $  763,486    $  666,780   $  676,367    $   528,025   $   280,000
Operations                                                     ==========    ==========   ==========    ===========   ===========
Joint Ventures
(66,556)      (65,728)     (46,235)       (10,395)      112,594
1,121,000     1,072,835    1,020,905        653,729        54,154
----------    ----------   ----------    -----------   -----------
$1,054,444    $1,007,107   $  974,670    $   643,334   $   166,748
Less Cash Distributions to Investors:                                                                     
Operating Cash Flow                                             1,054,444     1,007,107      969,011        643,334       151,336
Return of Capital                                                   4,487            --           --         44,257            --
Undistributed Cash Flow from Prior Year Operations                  1,987         3,672           --         15,412            --
----------    ----------   ----------    -----------   -----------
Cash Generated (Deficiency) after Cash Distributions             $   (6,474)   $   (3,672)  $    5,659    $   (59,669)  $    15,412

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                         __            --           --             --            --
Increase in Limited Partner Contributions                             --            --           --             --     5,589,786
----------    ----------   ----------    -----------   -----------
$        __    $   (3,672)  $    5,659    $   (59,669)  $ 5,605,198
Use of Funds:
Sales Commissions and Offering Expenses                                              --           --             --       764,599
Return of Original Limited Partner's Investment                                      --           --             --            --
Property Acquisitions and Deferred Project Costs                 (154,131)         (225)    (233,501)     2,366,507     7,755,116
Cash Generated (Deficiency) after Cash Distributions and         ----------    ----------   ----------    -----------   -----------
Special Items
$  (160,605)   $   (3,897)  $ (227,842)   $(2,426,176)  $(2,914,517)

==========   ==========   ==========    ===========   ===========
Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                           36            71           73             58            29
- Operations Class B Units                                            0          (378)        (272)          (180)          (54)

Capital Gain (Loss)                                                   --            --           --             --            --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                           74            69           69             55            36
- Operations Class B Units                                         (256)         (260)        (246)          (181)          (58)

Capital Gain (Loss)                                                   --            --           --             --            --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                      36            65           63             46            10
- Return of Capital Class A Units                                      32            --           --             --            --
- Return of Capital Class B Units                                      --            --           --             --            --
Source (on Cash Basis)
- Operations Class A Units                                             68            65           63             43            10
- Return of Capital Class A Units                                      --            --           --              3            --
- Operations Class B Units                                             --            --           --             --            --
Amount (in Percentage Terms) Remaining Invested in Program
Properties at the end of the Last Year Reported in the Table           100%

_________________
(1) Includes $207,234 in equity in earnings of joint ventures and $250,979 from
investment of reserve funds in 1993; $592,902 in equity in earnings of joint
ventures and $64,056 from investment of reserve funds in 1994; $745,173 in
equity in earnings of joint ventures and $19,451 from investment of reserve
funds in 1995; $577,128 in equity in earnings of joint ventures and $13,711
from investment of reserve funds in 1996; and $623,249 in equity in earnings
of joint ventures and $9,998 from investment of reserve funds in 1997.  At
December 31, 1997, the leasing status of all developed property was 95%.
(2) Includes partnership administrative expenses.
(3) Included in equity in earnings of joint ventures in gross revenue is
depreciation and amortization of $100,796 for 1993, $324,578 for 1994,
$440,333 for 1995, $592,281 for 1996, and $735,315 for 1997.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated as follows:  $442,135 to Class A
Limited Partners, $(87,868) to Class B Limited Partners and $732 to General
Partners for 1993; $879,232 to Class A Limited Partners, $(316,460) to Class
B Limited Partners and $(1,051) to General Partners for 1994; $1,124,203 to
Class A Limited Partners, $(434,564) to Class B Limited Partners and $0 to
General Partners for 1995; $1,095,296 to Class A Limited Partners,
$(589,646) to Class B Limited Partners and $0 to General Partners for 1996;
and $559,801 to Class A Limited Partners, $0 to Class B Limited Partners and
$0 to General Partners in 1997.

A-5

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VI, L.P.

1997          1996           1995           1994           1993
------------  ------------  --------------  -------------  ---------

Gross Revenues/(1)/                                           $  884,802    $  675,782    $  1,002,567    $   819,535    $   82,723
Profit on Sale of Properties                                          --            --              --             --            --
Less: Operating Expenses/(2)/                                     82,898        80,479          94,489        112,389        46,608
Depreciation and Amortization/(3)/                               6,250         6,250           6,250          6,250         4,687
----------    ----------    ------------    -----------    -----------

Net Income GAAP Basis/(4)/                                    $  795,654    $  589,053    $    901,828    $   700,896    $   31,428
Taxable Loss: Operations                                      ==========    ==========    ============    ===========    ===========

Cash Generated (Used By):                                     $1,091,770    $  809,389    $   916, 531    $   667,682    $   31,428
Operations                                                  ==========    ==========    ============    ===========    ===========

Joint Ventures                                                                                                         
(57,206)       (2,716)        278,728        276,376        (2,478)

1,500,023     1,044,891         766,212        203,543            --
----------    ----------    ------------    -----------    -----------
Less Cash Distributions to Investors:  
Operating Cash Flow                                         $1,442,817    $1,042,175    $  1,044,940     $  479,919    $   (2,478)

Return of Capital                                                                                                      
1,442,817     1,042,175       1,044,940        245,800            --
Undistributed Cash Flow from Prior Year Operations               9,986       125,314              --             --            --
--        18,027    $    216,092             --            --
----------    ------------     ----------   ------------

Cash Generated (Deficiency) after Cash Distributions          $   (9,986)   $ (143,341)       (216,092    $   234,119    $   (2,478)

Special Items (not including sales and financing):                                                                       
Source of Funds:                                                                                     
General Partner Contributions                                      --            --              --             --            --
Increase in Limited Partner Contributions                          --            --              --     12,836,461    12,836,539
----------    ----------    ------------    -----------   ------------

$   (9,986)   $ (143,341)   $   (216,092)   $12,397,580   $12,834,061
Use of Funds:                                                                                                 
Sales Commissions and Offering Expenses                                           --              --      1,776,909     1,781,724
Return of Original Limited Partner's Investment                                   --              --             --           100
Property Acquisitions and Deferred Project Costs               310,759       234,924      10,721,376      5,912,454     3,856,239
Cash Generated (Deficiency) after Cash Distributions and      ----------    ----------    ------------    -----------   ------------

Special Items                                                                                                 
$ (320,745)   $ (378,265)   $(10,937,468    $ 4,708,217   $ 7,195,998
==========    ==========    ============    ===========   ============

Net Income and Distributions Data per $1,000 Invested:                                                   
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                        78            59              57             43             9
- Operations Class B Units                                      (247)         (160)            (60)           (12)           (5)

Capital Gain (Loss)                                                --            --              --             --             0 

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                        75            56              56             41             1
- Operations Class B Units                                      (150)          (99)            (51)           (22)           --
Capital Gain (Loss)                                                --            --              --             --            --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                   67            56              57             14            --
- Return of Capital Class A Units                                   --            --               4             --            --
- Return of Capital Class B Units                                   --            --              --             --            --
Source (on Cash Basis)
- Operations Class A Units                                          67            50              61             14            --
- Return of Capital Class A Units                                    0             6              --             --            --
- Operations Class B Units                                          --            --              --             --            --
Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year Reported in
the Table                                                           100%

(1) Includes $3,436 in equity in loss of joint ventures and $86,159 from
investment of reserve funds in 1993, $285,711 in equity in earnings of joint
ventures and $533,824 from investment of reserve funds in 1994, $681,033 in
equity in earnings of joint ventures and $321,534 from investment of reserve
funds in 1995, $607,214 in equity in earnings of joint ventures and $68,568
from investment of reserve funds in 1996, and $856,710 in equity in earnings
of joint ventures and $28,092 from investment of reserve funds in 1997.  At
December 31, 1997, the leasing status was 94%.
(2) Includes partnership administrative expenses.
(3) Included in equity in loss of joint ventures in gross revenues is
depreciation of $3,436 for 1993, $107,807 for 1994, $264,866 for 1995,
$648,478 for 1996, and $896,753 for 1997.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $39,551 to Class A Limited
Partners, $(8,042) to Class B Limited Partners and $(81) to the General
Partner for 1993; $762,218 to Class A Limited Partners, $(62,731) to Class B
Limited Partners and $1,409 to the General Partners for 1994; $1,172,944 to
Class A Limited Partners, $(269,288) to Class B Limited Partners and
$(1,828) to the General Partners for 1995; $1,234,717 to Class A Limited
Partners, $(645,664) to Class B Limited Partners and $0 to the General
Partners for 1996; and $1,677,826 to Class A Limited Partners, $(882,172) to
Class B Limited Partners and $0 to the General Partners for 1997.

A-6

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VII, L.P.

1997         1996           1995           1994       1993
------------  -----------  --------------  -------------  ----

Gross Revenues/(1)/                                             $  816,237    $ 543,291    $    925,246    $   286,371   N/A
Profit on Sale of Properties                                            --                                          --
Less: Operating Expenses/(2)/                                       76,838       84,265         114,953         78,420
Depreciation and Amortization/(3)/                                 6,250        6,250           6,250          4,688
----------    ---------    ------------    -----------
Net Income GAAP Basis/(4)/                                      $  733,149    $ 452,776    $    804,043    $   203,263
==========    =========    ============    =========== 
Taxable Income: Operations                                      $1,008,368    $ 657,443    $    812,402    $   195,067 
==========    =========    ============    =========== 
Cash Generated (Used By):                                       
Operations                                                       (43,250)      20,883         431,728         47,595   
Joint Ventures                                                 1,420,126      760,628         424,304         14,243
----------    ---------    ------------    ----------- 
$1,376,876    $ 781,511    $    856,032    $    61,838 

Less Cash Distributions to Investors:                          
Operating Cash Flow                                            1,376,876      781,511         856,032         52,195
Return of Capital                                                  2,709       10,805          22,064             --
Undistributed Cash Flow from Prior Year Operations                    --           --           9,643             -- 
----------    ---------    ------------    ----------- 
Cash Generated (Deficiency) after Cash Distributions            $   (2,709)   $ (10,805)   $    (31,707)   $     9,643  

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                        --           --              --             --
Increase in Limited Partner Contributions                    $       --    $      --    $    805,212    $23,374,961
----------    ---------    ------------    -----------
$   (2,709)   $ (10,805)   $    773,505    $23,384,604 

Use of Funds:                                                   
Sales Commissions and Offering Expenses                               --           --         244,207    $ 3,351,569  
Return of Original Limited Partner's Investment                       --           --             100             --  
Property Acquisitions and Deferred Project Costs                 169,172      736,960      14,971,002      4,477,765  
----------    ---------    ------------    -----------
Cash Generated (Deficiency) after Cash Distributions and          
Special Items                                                 $ (171,881)   $(747,765)   $(14,441,804)   $15,555,270 
==========    =========    ============    ===========   

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                           86           62              57             29
- Operations Class B Units                                         (168)         (98)            (20)            (9)
Capital Gain (Loss)                                                  --           --              --             --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                           78           55              55             28
- Operations Class B Units                                         (111)         (58)            (16)            17
Capital Gain (Loss)                                                  --           --              --             --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                     70           43              52              7
- Return of Capital Class A Units                                     --           --              --             --
- Return of Capital Class B Units                                     --           --              --             --
Source (on Cash Basis)
- Operations Class A Units                                            70           42              51              7
- Return of Capital Class A Units                                     --            1               1             --
- Operations Class B Units                                            --           --              --             --
Source (on a Priority Distribution Basis)/(5)/
- Investment income Class A Units                                      54           29              30              4
- Return of Capital Class A Units                                      16           14              22              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%

____________________
(1) Includes $78,799 in equity in earnings of joint ventures and $207,572 from
investment of reserve funds in 1994, $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, and $785,398 in equity in earnings of joint ventures and
$30,839 from investment of reserve funds in 1997.  At December 31, 1997, the
leasing status was 92% 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, and
$877,869 for 1997.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $233,337 to Class A Limited
Partners, $(29,854) to Class B Limited Partners and $(220) to the General
Partner for 1994; $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; and $1,615,965 to class A Limited
Partners, $(882,816) to Class B Limited Partners and $0 to the General
Partners for 1997.

(footnotes continued on following page)

A-7

(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, 1997, the aggregate amount of such
priority distributions payable to Class B Limited Partners totalled
$972,030.

A-8

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VIII, L.P.

1997           1996           1995      1994  1993
--------------  -------------  ------------  ----  ----

Gross Revenues/(1)/                                               $  1,204,018    $ 1,057,694   $   402,428   N/A   N/A
Profit on Sale of Properties                                                --
Less: Operating Expenses/(2)/                                           95,201        114,854       122,264
Depreciation and Amortization/(3)/                                     6,250          6,250         6,250
------------    -----------   -----------
Net Income GAAP Basis/(4)/                                        $  1,102,567    $   936,590       273,914
============    ===========   ===========
Taxable Income: Operations                                        $  1,213,524    $ 1,001,974       404,348
============    ===========   ===========
Cash Generated (Used By):
Operations                                                             7,909        623,268       204,790
Joint Ventures                                                     1,229,282        279,984        20,287
------------    -----------   -----------
$  1,237,191    $   903,252       225,077  
Less Cash Distributions to Investors:                             
Operating Cash Flow                                                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              $   (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
------------    -----------   -----------
$   (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                  10,675,811      7,931,566     6,618,273
------------    -----------   -----------  
Cash Generated (Deficiency) after Cash Distributions and          
Special Items                                                   $(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                                               73             46            28
- Operations Class B Units                                             (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                                               65             46            17
- Operations Class B Units                                              (95)           (33)           (3)
Capital Gain (Loss)                                                      --             --            --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                         54             43            --
- Return of Capital Class A Units                                         --             --            --
- Return of Capital Class B Units                                         --             --            --
Source (on Cash Basis)
- Operations Class A Units                                                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                                          42             33            --
- Return of Capital Class A Units                                          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%

_______________________
(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, and
$1,034,907 in equity in earnings of joint ventures and $169,111 from
investment of reserve funds in 1997.  At December 31, 1997, the leasing
status was 96% 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, and $841,666  for 1997.
(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; and
$1,947,536  to Class A Limited Partners, $(844,969) to Class B Limited
Partners and $0 to the General Partners for 1997.

(footnotes continued on following page)

A-9

(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, 1997, the aggregate amount of such
priority distributions payable to Class B Limited Partners totalled
$551,455.

A-10

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND IX, L.P.

1997           1996       1995  1994  1993
--------------  -------------  ----  ----  ----

Gross Revenues/(1)/                                             $  1,199,300    $   406,891   N/A   N/A   N/A
Profit on Sale of Properties                                              --             --
Less: Operating Expenses/(2)/                                        101,284        101,885
Depreciation and Amortization/(3)/                                   6,250          6,250
------------    -----------
Net Income GAAP Basis/(4)/                                      $  1,091,766    $   298,756
============    =========== 
Taxable Income: Operations                                      $  1,083,824    $   304,552    
============    ===========    
Cash Generated (Used By):                                      

Operations                                                    $    501,390    $   151,150  
Joint Ventures                                                     527,390             -- 
------------    -----------
$  1,028,780    $   151,150     
Less Cash Distributions to Investors:                           
Operating Cash Flow                                              1,028,780        149,425 
Return of Capital                                             $     41,834    $        --  
Undistributed Cash Flow From Prior Year Operations                   1,725             -- 
------------    -----------
Cash Generated (Deficiency) after Cash Distributions            $    (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
------------    -----------
$    (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                13,427,158      6,544,019
------------    ----------- 
Cash Generated (Deficiency) after Cash Distributions and        
Special Items                                                 $(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                                             53             28
- Operations Class B Units                                            (77)           (11)
Capital Gain (Loss)                                                    --             --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                             46             26
- Operations Class B Units                                            (47)           (48)
Capital Gain (Loss)                                                    --             --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                       36             13
- Return of Capital Class A Units                                       --             --
- Return of Capital Class B Units                                       --             --
Source (on Cash Basis)
- Operations Class A Units                                              35             13
- Return of Capital Class A Units                                        1             --
- Operations Class B Units                                              --             --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                        29             10
- Return of Capital Class A Units                                         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%

___________________________
(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.  At
December 31, 1997, the leasing status was 93% 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, and $469,126 for 1997.
(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; and $1,564,778 to Class A Limited Partners, $(472,806) to
Class B Limited Partners and $(206) to the General Partners for 1997.

(footnotes continued on following page)

A-11

(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, 1997, the aggregate amount of such
priority distributions payable to Class B Limited Partners totalled
$236,379.

A-12

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND X, L.P.

1997       1996  1995  1994  1993
-------------  ----  ----  ----  ----

Gross Revenues/(1)/                                             $   372,507   N/A   N/A   N/A   N/A
Profit on Sale of Properties                                             --
Less: Operating Expenses/(2)/                                        88,232
Depreciation and Amortization/(3)/                                  6,250
-----------
Net Income GAAP Basis/(4)/                                      $   278,025
===========
Taxable Income: Operations                                      $   382,543 
===========
Cash Generated (Used By):
Operations                                                    $   200,668                

===========
Joint Ventures                                                $   200,668

Less Cash Distributions to Investors:                           
Operating Cash Flow                                                    --
Return of Capital                                                      --           
Undistributed Cash Flow From Prior Year Operations                     --
-----------
Cash Generated (Deficiency) after Cash Distributions            $   200,668    

Special Items (not including sales and financing):             
Source of Funds:                                              
General Partner Contributions                                         --
Increase in Limited Partner Contributions                    $27,128,912
-----------          
$27,329,580   
Use of Funds:                                                  
Sales Commissions and Offering Expenses                         3,737,363 
Return of Original Limited Partner's Investment                       100
Property Acquisitions and Deferred Project Costs                5,188,485           
-----------
Cash Generated (Deficiency) after Cash Distributions and          
Special Items                                                 $18,403,632 
===========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                            28
- Operations Class B Units                                            (9)
Capital Gain (Loss)                                                   --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                            35
- Operations Class B Units                                             0
Capital Gain (Loss)                                                   --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                      --
- Return of Capital Class A Units                                      --
- Return of Capital Class B Units                                      --
Source (on Cash Basis)
- Operations Class A Units                                             --
- Return of Capital Class A Units                                      --
- Operations Class B Units                                             --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                       --
- Return of Capital Class A Units                                       --
- 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%

(1) Includes $(10,035) in equity in earnings of joint ventures and $382,542 from
investment of reserve funds in 1997.  At December 31, 1997, the leasing
status was 67% 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.
(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.
(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, 1997, the aggregate amount of such
priority distributions payable to Class B Limited Partners totalled $0.

A-13

WELLS REAL ESTATE INVESTMENT TRUST, INC.

SUPPLEMENT NO. 2 DATED JUNE 30, 1998 TO THE PROSPECTUS
DATED JANUARY 30, 1998

This document supplements, and should be read in conjunction with, the
Prospectus of Wells Real Estate Investment Trust, Inc. dated January 30, 1998,
as supplemented and amended by Supplement No. 1 dated April 20, 1998
(collectively, the "Prospectus").  Unless otherwise defined herein, 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:

(i)  The status of the offering of shares of common stock (the "Shares")
in Wells Real Estate Investment Trust, Inc. (the "Company");

(ii)  Revisions to the "MANAGEMENT" section of the Prospectus;

(iii)  Revisions to the "REAL PROPERTY INVESTMENTS" section of the Prospectus;

(iv)  Revisions to the "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" section of the Prospectus; and

(v)  Inclusion of Audited and Pro Forma Financial Statements as described in
the "Financial Statements" section of this Supplement.

STATUS OF THE OFFERING

Pursuant to the Prospectus, the offering of Shares in the Company commenced on
January 30, 1998.  The Company commenced operations on June 5, 1998, upon the
acceptance of subscriptions for the minimum offering of $1,250,000 (125,000
Shares).  As of June 30, 1998, the Company had raised a total of $2,683,595 in
offering proceeds (268,359 Shares).

MANAGEMENT

The information contained on page 32 in the "General" subsection of the
"MANAGEMENT" section of the Prospectus is revised as of the date of this
Supplement by the deletion of the second full paragraph in that subsection and
the insertion of the following paragraph in lieu thereof:

The Company currently has nine Directors; it may have no fewer than
three Directors and no more than fifteen. Directors will be elected
annually, and each Director will hold office until the next annual meeting
of stockholders or until his successor has been duly elected and qualified.
There is no limit on the number of times that a Director may be elected to
office. Although the number of Directors may be increased or decreased as
discussed above, a decrease shall not have the effect of shortening the
term of any incumbent Director.

The information beginning on page 33 in the "MANAGEMENT" section of the
Prospectus is revised as of the date of this Supplement by the deletion of the
entire text of the "Directors and Executive Officers" subsection and the
insertion of the following in lieu thereof:

DIRECTORS AND EXECUTIVE OFFICERS

The Directors and executive officers of the Company are listed below:

Name                       Age       Positions
----                       ---       ---------
Leo F. Wells, III           53       President and Director
Brian M. Conlon             40       Executive Vice President, Treasurer,
Secretary and Director

John L. Bell                58       Independent Director 
Richard W. Carpenter        61       Independent Director 
Walter W. Sessoms           64       Independent Director 
Bud Carter                  60       Independent Director  
William H. Keogler, Jr.     52       Independent Director 
Donald S. Moss              62       Independent Director 
Neil H. Strickland          62       Independent Director 

LEO F. WELLS, III is the President and a Director of the Company and the
President and sole Director of the Advisor. He is also the sole shareholder and
Director of Wells Real Estate Funds, Inc., the parent corporation of the
Advisor. 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 sole Director and President
of: Wells Management Company, Inc. ("Wells Management"), a property management
company he founded in 1983; Wells Investment Securities, Inc. (the Dealer
Manager), a registered securities broker-dealer he formed in 1984; Wells
Advisors, Inc., a company he organized in 1991 to act as a non-bank custodian
for IRAs; and Wells Development Corporation ("Wells Development"), a company he
organized in 1997 to temporarily own, operate, manage, and/or develop real
properties.

Mr. Wells was a real estate salesman and property manager from 1970 to 1973
for Roy D. Warren & Company, an Atlanta 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 and a registered NASD principal.

Mr. Wells has over 25 years of experience in real estate sales, management
and brokerage services. He is currently a co-general partner in a total of 25
real estate limited partnerships formed for the purpose of acquiring, developing
and operating office buildings and other commercial properties. As of June 16,
1998, these 25 real estate limited partnerships represented investments
totalling $282,525,732 from 25,800 investors. See "Prior Performance Tables"
contained in Supplement No. 1 to the Prospectus.

BRIAN M. CONLON is the Executive Vice President, Secretary, Treasurer and a
Director of the Company.  He also serves as Executive Vice President of
both the Advisor and Wells Development.  Mr. Conlon joined the Advisor in
1985 as a Regional Vice President, and served as Vice President and
National Marketing Director from 1991 until April 1996 when he assumed his
current position.  Previously, Mr. Conlon was Director of Business
Development for Tishman Midwest Management & Leasing Services Corp. where
he was responsible for marketing the firm's property management and leasing
services to institutions.  Mr. Conlon also spent two years as an Investment
Property Specialist with Carter & Associates where he specialized in
acquisitions and dispositions of office and retail properties for
institutional clients.  Mr. Conlon received a Bachelor of Business
Administration degree from Georgia State University and a Master of
Business Administration degree from the University of Dallas.  Mr. Conlon
is a member of the International Association for Financial Planning (IAFP).
He is also a general securities principal and holds a Georgia real estate
brokerage license.  Mr. Conlon also holds the certified commercial
investment member (CCIM) designation of the Commercial Investment Real
Estate Institute and the certified financial planner (CFP) designation of
the Certified Financial Planner Board of Standards, Inc.

JOHN L. BELL was the owner and Chairman of Bell-Mann, Inc., the largest
commercial flooring contractor in the Southeast ("Bell-Mann") 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 advisory boards of Windsor Capital,
Mountain Top Boys Home and the Eagle Ranch Boys Home. 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 supervision and establishment of the co-
mingled United Kingdom Pension Fund, U.K.-American Properties, Inc. 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. He is also President and Director of Leisure
Technology, Inc., a retirement community developer, a position which he has held
since March 1993, Managing Partner of Carpenter Properties, L.P., a real estate
limited partnership, and President and Director of the oil refining companies of
Wyatt Energy, Inc. and Commonwealth Oil Refining Company, Inc., positions which
he has held since 1995 and 1984, respectively.

Mr. Carpenter is a Director of both Tara Corp., a steel manufacturing
company, and Environmental Compliance Corp., an environmental consulting firm.
Mr. Carpenter also serves as Vice Chairman and Director of both First Liberty
Financial Corp. and Liberty Savings Bank, F.S.B. 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 alumni of the School of Business
in 1973.

WALTER W. SESSOMS was employed by BellSouth Telecommunications, Inc.
("BellSouth") from 1971 until his retirement in June 1997. While at BellSouth,
Mr. Sessoms served in a number of key positions, including Vice President-
Residence for the State of Georgia from June 1979 to July 1981, Vice President-
Transitional Planning Officer from July 1981 to February 1982, Vice President-
Georgia from February 1982 to June 1989, Senior Vice President-Regulatory and
External Affairs from June 1989 to November 1991, and Group President-Services
from December 1991 until his retirement on June 30, 1997.

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

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 

3

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

Mr. Carter currently serves as Senior Vice President for The Executive
Committee, a 42-year old international organization established to aid
presidents and CEOs 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 6,000 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 Sun America, Inc., a publicly traded New York Stock
Exchange Company. Mr. Keogler continued to serve as President and Chief
Executive Officer of those 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. ("Avon") 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.

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,

4

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 graduated from Georgia State University where he
received a degree in business administration. He also received an L.L.B. degree
from Atlanta Law School.

REAL PROPERTY INVESTMENTS

The information contained on page 45 in the "REAL PROPERTY INVESTMENTS"
section of the Prospectus is revised as of the date of this Supplement by the
deletion of the first paragraph of that section and the insertion of the
following paragraphs in lieu thereof:

JOINT VENTURE AGREEMENT

The Company, as sole general partner of Wells Operating Partnership,
L.P. ("Wells OP"), a Georgia limited partnership organized to own and
operate properties on behalf of the Company, entered into an Amended and
Restated Joint Venture Agreement (the "Joint Venture Agreement") with 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")
known as The Fund IX, Fund X, Fund XI and REIT Joint Venture (the "Joint
Venture") for the purpose of the acquisition, ownership, development,
leasing, operation, sale and management of real properties. Wells Fund IX,
Wells Fund X and Wells Fund XI are all Affiliates of the Company and the
Advisor. The 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, and on June 11, 1998, Wells Fund XI and Wells OP were admitted as
joint venturers to the Joint Venture. The investment objectives of Wells
Fund IX, Wells Fund X and Wells Fund XI are substantially identical to
those of the Company.

The Joint Venture Agreement provides that all income, profit, loss,
cash flow, resale gain, resale loss and sale proceeds of the Joint Venture
will be allocated and distributed between Wells Fund IX, Wells Fund X,
Wells Fund XI and Wells OP based on their respective capital contributions
to the Joint Venture. As of June 30, 1998, Wells OP had made total capital
contributions to the Joint Venture of $1,421,466 and held an equity
percentage interest in the Joint Venture of 4.4%; Wells Fund IX had made
total capital contributions to the Joint Venture of $14,571,686 and held an
equity percentage interest in the Joint Venture of 45.8%; Wells Fund X had
made total capital contributions to the Joint Venture of $13,360,540 and
held an equity percentage interest in the Joint Venture of 42.0%; and Wells
Fund XI had made total capital contributions to the Joint Venture of
$2,482,810 and held an equity percentage interest in the Joint Venture of
7.8%.

The Joint Venture Agreement allows each joint venturer to make a
buy/sell election upon receipt by any joint venturer of a bonafide third-
party offer to purchase all or substantially all of the properties or the
last remaining property of the Joint Venture. Upon receipt of notice of
such

5

third-party offer, each joint venturer must elect within thirty (30) days
after receipt of the notice to either (i) purchase the entire interest of
each venturer that wishes to accept the offer on the same terms and
conditions as the third-party offer to purchase, or (ii) consent to the
sale of the properties or last remaining property pursuant to such third-
party offer.

On June 24, 1998, Wells OP contributed $1,421,466 in cash to the
Joint Venture. Said $1,421,466 capital contribution by Wells OP was
aggregated with cash contributions made by Wells Fund IX in the amount of
$650,000, Wells Fund X in the amount of $950,000 and Wells Fund XI in the
amount of $2,482,810 to purchase a one-story office building located in
Oklahoma City, Oklahoma (the "Lucent Building") from Wells Development, an
Affiliate of the Company and the Advisor.

THE LUCENT BUILDING

Purchase of the Oklahoma City Property. On June 24, 1998, the Joint
-------------------------------------- 
Venture acquired 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 (the "Oklahoma City
Property") by Wells Development pursuant to that certain Agreement for the
Purchase and Sale of Real Property (the "Contract") dated May 30, 1997
between Wells Development and the Joint Venture, as amended.

Wells Development had acquired the Oklahoma City Property on May 30,
1997, for a purchase price of $695,636, plus $20,869 in real estate
brokerage commissions and $58,000 in legal fees, title insurance premiums
and other closing costs. Simultaneously with the acquisition of the
Oklahoma City Property, Wells Development entered into the Contract with
the Joint Venture for the sale of the Oklahoma City Property following the
construction and development thereon of the Lucent Building, as described
below.

Pursuant to the terms of the Contract, the Joint Venture made an
earnest money deposit to Wells Development in the amount of $1,600,000
consisting of a $650,000 contribution funded by Wells Fund IX and a
$950,000 contribution funded by Wells Fund X. The earnest money deposit
paid by the Joint Venture under the Contract was used by Wells Development
to fund the purchase of the Oklahoma City Property, as described below, and
to fund the initial costs of the construction and development of the Lucent
Building. Wells Development also used part of the earnest money deposit to
acquire an additional strip of land along the northern boundary of the
Oklahoma City Property to expanded the parking area for the property.

In addition to the earnest money deposit, Wells Development obtained
a loan in the amount of $3,900,000 from NationsBank, N.A. to fund the
construction and development of the Lucent Building (the "Construction
Loan"). As set forth below, the Construction Loan was paid off upon the
sale of the Lucent Building to the Joint Venture, and Wells Development
delivered title to the Joint Venture debt-free at closing.

The purchase price of the Lucent Building was $5,504,276, which was
equal to the aggregate cost to Wells Development of the acquisition,
construction and development of the Lucent Building, including interest and
other carrying costs, and accordingly, Wells Development made no profit
from the sale of the Lucent Building to the Joint Venture.

Description of the Building and the Site. The Oklahoma City Property
----------------------------------------  
contains a one-story office building with 57,186 net rentable square feet
and 55,017 net useable square feet with a high tilt-up concrete panel
exterior and steel framing. Construction of the Lucent Building was
completed in January 1998. The parking area contains approximately 385
paved parking spaces.

The Lucent Building is located at 14400 Hertz Quail Springs Parkway,
Oklahoma City, Oklahoma. The site consists of approximately 5.3 acres
located in the Quail Springs Office Park 

6

in the northwest sector of Oklahoma City. Oklahoma City is located near the
center of the state and is the State Capitol of Oklahoma. Oklahoma City is
currently the 42nd largest metropolitan area in the United States. The
population of the Oklahoma City metropolitan area, which has been
increasing steadily over the past two decades, is currently in excess of
1,000,000.

The site is located approximately ten miles northwest of the central
business district of Oklahoma City. Access is available from Memorial Road
on the south and May Avenue on the east with all access streets being four
lane concrete boulevards with curbs and gutters.

The Lucent Lease. On May 30, 1997, Wells Development entered into a
----------------
Lease Agreement (the "Lucent Lease") with Lucent Technologies Inc. ("Lucent
Technologies"), pursuant to which Lucent Technologies agreed to lease all
of the Lucent Building upon completion of the improvement thereof. At the
closing of the sale of the Lucent Building to the Joint Venture, Wells
Development transferred and assigned its interest in the Lucent Lease to
the Joint Venture.

Lucent Technologies is a telecommunications company which was spun
off by AT&T in April of 1996. The company is in the business of designing,
developing and marketing communications systems and technologies ranging
from microchips to whole networks and is one of the world's leading
designers, developers and manufacturers of telecommunications system
software and products. For the fiscal year ended September 30, 1997, Lucent
Technologies, a public company traded on the New York Stock Exchange,
reported net income of approximately $541 million dollars on revenues in
excess of $26 billion dollars. As of March 31, 1998, Lucent Technologies
had total assets of in excess of $24 billion dollars and a net worth of in
excess of $5 billion dollars.

The initial term of the Lucent Lease is ten years which commenced on
January 5, 1998 (the "Rental Commencement Date"). Lucent Technologies has
the option to extend the initial term of the Lucent Lease for two
additional five year periods. Each extension option must be exercised by
giving written notice to the landlord at least twelve months prior to the
expiration date of the then current lease term.

The annual base rent payable under the Lucent 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
Lucent 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 Lucent Lease, the Joint Venture, as landlord, is
responsible for (a) all maintenance, repairs and replacements to the
structural components of the Lucent Building, including without limitation,
the roof, exterior walls, bearing walls, support beams, foundations,
columns, exterior doors, windows, skylights and lateral support, and (b)
for the portion of the Lucent Lease term ending on the first anniversary of
the Rental Commencement Date, all maintenance, repairs and replacements to
the parking area surrounding the Lucent Building including lighting systems
for the parking area. Under the Lucent Lease, Lucent Technologies is
responsible for the payment of all property taxes, operating expenses and
other repair and maintenance work relating to the Lucent Building. Lucent
Technologies is also required to reimburse the landlord the cost of
casualty insurance for the property.

The landlord is responsible for a construction allowance of $857,790
(calculated at the rate of $15 per rentable square foot), which was funded
by Wells Development prior to the sale of the Lucent Building to the Joint
Venture and is included as a portion of the purchase price paid for the
Lucent Building.

7

Under the Lucent Lease, Lucent Technologies also has a one-time
option to terminate the Lucent Lease on the seventh (7th) anniversary of
the Rental Commencement Date, which is exercisable by written notice to the
landlord at least twelve (12) months in advance of such 7th anniversary. If
Lucent Technologies elects to exercise its option to terminate the Lucent
Lease, Lucent Technologies would be required to pay a termination payment
intended to compensate the landlord for the present value of funds expended
as construction allowance and leasing commissions relating to the Lucent
Lease, amortized over and attributable to the remaining lease term, and a
rental payment equal to approximately eighteen (18) months of monthly
rental payments. It is currently anticipated that the termination payment
required to be paid by Lucent Technologies, in the event it exercises its
option to terminate the Lucent Lease on the 7th anniversary would be
approximately $1,338,903 based upon certain assumptions.

In addition, Lucent Technologies has a one-time option under the
Lucent Lease to reduce the size of its leased premises by 15,000 square
feet of useable area effective the last day of the month which is the
second (2nd) anniversary of the Rental Commencement Date. Such option to
reduce the leased premises is exercisable by providing at least 180 days
prior written notice to the landlord and paying the landlord a reduction
payment equal to $750,000 on the effective date of such reduction.

There are no assurances that the Joint Venture will be able to
attract or obtain suitable replacement tenants for the Lucent Building upon
the expiration of the Lucent Lease or upon the 7th anniversary of the
Lucent Lease if Lucent Technologies elects to exercise its option to
terminate the Lucent Lease or for the unleased portion of the Lucent
Building in the event that Lucent Technologies exercises its option to
reduce the size of its leased premises.

In connection with the execution of the Lucent Lease, Wells
Development entered into agreements with each of two real estate brokers,
one of which is a firm affiliated with ADEVCO Corporation, the developer of
the Oklahoma City Property, for the payment of commissions in connection
with services rendered in procuring the Lucent Lease. The commission
agreements require Wells Development to pay a total of $330,764 in leasing
commissions, $110,255 of which is payable to said affiliate of the
developer. One-half of the leasing commissions were paid by Wells
Development simultaneously with the closing of its acquisition of the
Oklahoma City Property, with the remainder of the leasing commissions
funded by Wells Development prior to the sale of the Lucent Building to the
Joint Venture. The leasing commissions relating to the Lucent Lease were
included as a portion of the purchase price paid for the Lucent Building by
the Joint Venture. Neither broker is affiliated with Wells Development,
Wells Fund IX, Wells Fund X, Wells Fund XI, the Company or any affiliates
thereof.

As of June 30, 1998, the Company held a 4.4% ownership interest in
each of the properties described below as a result of its ownership
interest in the Joint Venture:

THE ABB BUILDING

Description of the Building and the Site. The Joint Venture owns
----------------------------------------  
certain real property located in Knoxville, Tennessee (the "Knoxville
Property"). The Knoxville Property contains a three-story steel framed
office building with a reflective insulated glass and brick exterior
containing approximately 87,000 gross square feet and 83,885 rentable
square feet (the "ABB Building"). The Knoxville Property was originally
purchased by Wells Fund IX on December 13, 1996, and was later contributed
by Wells Fund IX to the Joint Venture on March 26, 1997. Construction of
the ABB Building was completed in December 1997. The project site is
approximately 5.622 acres and contains approximately 297 paved parking
spaces.

The ABB Building is 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 Pellissippi 

Parkway and the commercial area along the Interstate 40 and 75 corridor
have evolved recently from a residential suburb into one of the area's
fastest growing commercial and retail districts.

The western portion of Knox County in which the Knoxville Property
is located has experienced the most growth and development in the Knoxville
metropolitan area during the past 10 years due primarily to available land
and services. It is anticipated that the Knoxville metropolitan area will
continue to grow into a major regional center of trade and tourism due to
its location at the intersection of Interstates 40 and 75 and the recent
extension of the Pellissippi Parkway to the Knoxville airport.

The ABB Lease. On December 10, 1996, Wells Fund IX entered into a
-------------   
Lease Agreement (the "ABB Lease") with ABB Flakt, Inc. ("ABB") pursuant to
which ABB agreed to lease 55,000 rentable square feet of the ABB Building,
comprising approximately 66% of the rentable square feet of the ABB
Building. Wells Fund IX assigned its interest in the ABB Lease to the Joint
Venture on March 26, 1997, simultaneously with the contribution of the
Knoxville Property to the Joint Venture. The Joint Venture is currently
negotiating lease terms with a major tenant for lease of the remainder of
the ABB Building.

ABB is a Delaware corporation which is principally engaged in the
business of pollution control engineering and consulting. ABB will use the
leased area as office space for approximately 220 employees. ABB Asea Brown
Boveri, Ltd., a Swiss corporation based in Zurich, is the holding company
of the ABB Asea Brown Boveri Group (the "ABB Group") which is comprised of
approximately 1,000 companies around the world, including ABB. The ABB
Group revenue is predominately provided by contracts with utilities and
independent power producers for the design and engineering, construction,
manufacture and marketing of products, services and systems in connection
with the generation, transmission and distribution of electricity. In
addition, the ABB Group generates a significant portion of its revenues
from the sale of industrial automation products, systems and services to
pulp and paper, automotive and other manufacturers. For the fiscal year
ended December 31, 1997, the ABB Group reported net income of approximately
$572 million dollars and net worth of approximately $5.2 billion dollars.
ABB, Inc., the United States parent company of ABB, reported gross revenues
in 1997 in excess of $4 billion dollars. The ABB Group's total number of
employees for 1997 was approximately 213,000 worldwide and approximately
21,000 in the United States.

As security for ABB's obligations under the Lease, ABB has provided
to Wells Fund IX (and Wells Fund IX has in turn assigned to the Joint
Venture), and agreed to maintain in full force and effect at all times
during the 10 year period from the Rental Commencement Date, an irrevocable
standby letter of credit in accordance with the terms and conditions set
forth in the ABB Lease. Each letter of credit issued pursuant to the
provisions of the ABB Lease is required to be in a form of an irrevocable
credit, to be issued by an "approved issuer," to name the Joint Venture as
the beneficiary and to specify that the Joint Venture, as beneficiary, may
draw against the letter of credit upon the occurrence of a "drawing event."
"Approved issuer" is defined to require that the letter of credit issuer
shall have and maintain a Moody's Bank Credit Report Service rating of P-1
or its equivalent. "Drawing event" is defined to include any failure of ABB
to pay any installment of rent or other charge or assessment pursuant to
the terms of the ABB Lease within five days of notice thereof, or any other
event of default with respect to which the Joint Venture has exercised or
is exercising its remedies. The letter of credit maintained by ABB is
required to be in the amount of $4,000,000 until the seventh anniversary of
the Rental Commencement Date; $3,000,000 from the seventh anniversary of
the Rental Commencement Date to the eighth anniversary of the Rental
Commencement Date; $2,000,000 from the eighth anniversary of the Rental
Commencement Date to the ninth anniversary of the Rental Commencement Date;
and $1,000,000 from the ninth anniversary of the Rental Commencement Date
to the tenth anniversary of the Rental Commencement Date. The original
letter of credit which was delivered by ABB to Wells Fund IX simultaneously
with the execution of the ABB Lease was issued by Svenska Handelsbanken, a
Parkway Swedish bank which is the largest bank in the    

9

Nordic region with over $90 billion of assets and a credit rating issued by
Moody's Bank Credit Report Service of P-1/Aa3, and was issued in the amount
of $4,000,000 for a one year term. If the Joint Venture draws on the letter
of credit, the Joint Venture shall apply the proceeds first toward the
performance of the obligations which ABB has failed to perform under the
ABB Lease, and the remainder, if any, shall be held by the Joint Venture in
certain permitted investments as additional security for the performance by
ABB of the ABB Lease.

The initial term of the lease is nine years and eleven months which
commenced on January 1, 1998 (the "Rental Commencement Date").

The annual base rent payable under the ABB Lease is $646,250 payable
in equal monthly installments of $53,854 during the first five years of the
initial lease term, and $728,750 payable in equal monthly installments of
$60,729 during the last four years and eleven months of the initial lease
term.

Under the ABB Lease, ABB is responsible for all expenses, costs and
disbursements (excluding specific costs billed to specific tenants of the
building) of every kind and nature relating to or incurred or paid in
connection with the ownership, management, operation, repair and
maintenance of the ABB Building, including compensation of employees
engaged in the operation and management or maintenance of the ABB Building,
supplies, equipment and materials, utilities, repairs and general
maintenance, insurance, a management fee in the amount of 4% of the gross
rental income from the ABB Building, and all taxes and governmental charges
attributable to the ABB Building or its operations (excluding taxes imposed
or measured on or by the income of the Joint Venture from operation of the
ABB Building).

Under the terms of the ABB Lease, the Joint Venture is responsible
for a construction allowance of $976,600 (calculated at the rate of $19 per
useable square foot of the premises). In addition, the Joint Venture has
agreed to provide ABB on the fifth (5th) anniversary of the Rental
Commencement Date a redecoration allowance of an amount equal to (i) $5.00
per square foot of useable area of the premises leased as of the 5th
anniversary of the Rental Commencement Date which has been leased and
occupied by ABB for at least three consecutive years ending with such 5th
anniversary reduced by (ii) $177,000.

The terms of the ABB Lease provide that ABB has the right of first
refusal for the lease of any space in the ABB Building not initially leased
by ABB. In the event that the Joint Venture has secured a potential tenant
for any of such space, the Joint Venture has agreed to give ABB ten (10)
business days to exercise its right to add such space to the leased
premises. The base rent payable and other charges and any allowances shall
be solely as set forth in the notice to ABB of the proposed terms of the
lease for the potential tenant of such space. If ABB does not so exercise
its right of first refusal within such 10 business day period, the Joint
Venture will have the right to lease the space to the potential tenant,
except that, after the expiration of any such lease to another party, such
space will again become subject to ABB's right of first refusal. The ABB
Lease further provides that the Joint Venture agrees that during the term
of the ABB Lease, no leases of space with other tenants for any space not
initially leased by ABB pursuant to the ABB Lease shall have a term in
excess of three years from the last day of the month in which such third-
party tenant takes possession of such space.

ABB has a one-time option to terminate the ABB Lease as of the
seventh (7th) anniversary of the Rental Commencement Date which is
exercisable by written notice to the Joint Venture at least twelve (12)
months in advance of such 7th anniversary. If ABB elects to exercise this
termination option, ABB is required to pay to the Joint Venture, on or
before ninety (90) days prior to the 7th anniversary of the Rental
Commencement Date, a termination payment intended to compensate the Joint
Venture for the present value of certain sums which the Joint Venture has
expended in connection with the ABB Lease amortized over and attributable
to the remaining lease term and a rent payment equal to approximately
fifteen (15) months of monthly base rental

10

payments. It is currently anticipated that the termination payment required
to be paid by ABB in the event it exercises its option to terminate the ABB
Lease on the 7th anniversary would be approximately $1,818,000 based upon
certain assumptions.

THE OHMEDA BUILDING

Description of the Building and the Site. The Joint Venture owns
----------------------------------------- 
certain real property located in Louisville, Boulder County, Colorado (the
"Louisville Property"). The Louisville Property contains a two-story office
building with approximately 106,750 rentable square feet (the "Ohmeda
Building"). Construction of the Ohmeda Building was completed in January
1988.

The Joint Venture purchased the Ohmeda Building on February 13,
1998, for a purchase price of $10,325,000, plus closing costs of
approximately $6,644.

The Ohmeda Building was designed to accommodate the needs of a high-
technology tenant, and to provide the tenant substantial interior
flexibility in order to accommodate new product developments, changes in
electronics manufacturing techniques and the introduction of automated
material handling systems. The Ohmeda Building is modular re-tan brick with
flush mortar joints and energy efficient insulated solarban glass set in a
clear aluminum mullion system. The office area represents approximately 47%
of the building area, and the non-office area represents approximately 53%.
The lower level has 17 foot high ceilings and is divided into three areas:
the production area, the materials and finished goods handling area, and
the support administration, exercise room and cafeteria area. The cafeteria
and the exercise room contain a glass curtain wall offering panoramic views
of the mountains to the west. The upper level on the west side contains
managerial and financial offices, as well as research and employee amenity
space.

The site is approximately five miles southeast of Boulder and
approximately 17 miles northwest of Denver, situated near Highway 36
(Centennial Parkway), which is the main thoroughfare between Boulder and
Denver. The site is a 15 acre tract of land in the Centennial Valley
Business Park in Louisville, Colorado with scenic views both to and from
the site. The Louisville Property is situated approximately 100 feet above
Centennial Parkway with access by a "Z" curve roadway east of the site. All
of the Ohmeda Building access points, including a glass vestibule entry
court, are turned away from the strong winds from the west. The parking
area, which contains approximately 500 parking spaces, is concealed from
the view of Centennial Parkway and is open to the scenic views of the
mountains.

The Ohmeda Lease. The entire 106,750 rentable square feet of the
---------------- 
Ohmeda Building is currently under a net Lease Agreement dated February 26,
1987, as amended by First Amendment to Lease dated December 3, 1987, and as
amended by Second Amendment to Lease dated October 20, 1997 (the "Ohmeda
Lease") with Ohmeda, Inc., a Delaware corporation ("Ohmeda"). The Ohmeda
Lease currently expires in January 2005, subject to (i) Ohmeda's right to
effectuate an early termination of the Ohmeda Lease under the terms and
conditions described below, and (ii) Ohmeda's right to extend the Ohmeda
Lease for two additional five year periods of time.

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.

Ohmeda was a wholly owned subsidiary of the BOC Group, Inc., a
Nevada corporation ("BOC"), which is a wholly-owned subsidiary of BOC
Holdings, whose ultimate parent is The BOC Group PLC, an English
corporation. On April 3, 1998, BOC sold the division of Ohmeda that
occupies the Ohmeda Building to Instrumentarium Corporation, a Finnish
company

("Instrumentarium"). The obligations of Ohmeda under the Ohmeda Lease are
currently guaranteed by both BOC and Instrumentarium. BOC, which is in the
businesses of gases and related products, vacuum technology and health
care, reported total consolidated sales of in excess of $2 billion for its
fiscal year ended September 30, 1997, and a net worth of in excess of $462
million. Instrumentarium is an international healthcare company
concentrating on selected fields of medical technology manufacturing,
marketing and distribution.

The monthly base rental payable under the Ohmeda Lease is $83,710
through January 31, 2003; $87,891 from February 1, 2003 through January 31,
2004; and $92,250 from February 1, 2004 through January 31, 2005. Under the
Ohmeda Lease, Ohmeda is responsible for all utilities, taxes, insurance and
other operating costs with respect to the Ohmeda Building during the term
of the Ohmeda Lease. In addition, Ohmeda shall pay a $21,000 per year
management fee for maintenance and administrative services of the Ohmeda
Building. The Joint Venture, as landlord, is responsible for maintenance of
the roof, exterior and structural walls, foundations, other structural
members and floor slab, provided that the landlord's obligation to make
repairs specifically excludes items of cosmetic and routine maintenance
such as the painting of walls.

The Ohmeda Lease contains an early termination clause that allows
Ohmeda the right to terminate the Ohmeda Lease, subject to certain
conditions, on either January 31, 2001 or January 31, 2002. In order to
exercise this early termination clause, Ohmeda must give the Joint Venture
notice on or before 5:00 p.m. MST, January 31, 2000, and said notice must
identify which early termination date Ohmeda is exercising. If Ohmeda
exercises its right to terminate on January 31, 2001, then Ohmeda must
tender $753,388 plus an amount equal to the amount of real property taxes
estimated to be payable to the landlord in 2002 for the tax year 2001 based
on the most recent assessment information available on the early
termination date. If Ohmeda exercises its right to terminate on January 31,
2002, then Ohmeda must tender $502,259 plus an amount equal to the amount
of real property taxes estimated to be payable to the landlord in 2003 for
the tax year 2002 based on the most recent assessment information available
on the early termination date. At the present time, real property taxes
relating to this property are approximately $135,500 per year. The payment
of these amounts by Ohmeda for early termination must be made on or before
the 180th day prior to the appropriate early termination date. If the
amount of the real property taxes actually assessed is greater or lesser
than the amount paid by Ohmeda on the early termination date, then the
difference shall be adjusted accordingly within thirty (30) days of notice
of such difference.

The Ohmeda Lease contains a provision whereby the tenant has the
option to extend the primary lease term for up to two consecutive five year
terms at the then current market rental rates.

In addition, 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 Joint Venture to expend
funds necessary to acquire additional land, if such land is necessary to
such expansion and available for purchase for said expansion purposes, and
to construct the expansion space. Ohmeda's option to expand the premises is
subject to deliverance of at least four (4) months' prior written notice to
the Joint Venture. During the 4 months subsequent to the notice of Ohmeda's
intention to expand the premises, Ohmeda and the 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 (10) 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 Joint Venture on its project costs and any retrofit expenses with
respect to the existing premises incurred by landlord over the new, 10 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 3.0%, 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 10 year primary lease term, shall be based on a
combined rental rate equal to the sum of (i) the base rental payable by
Ohmeda during lease year number seven for the existing premises, plus (ii)
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 INTERLOCKEN BUILDING

Description of the Building and the Site. The Joint Venture owns
----------------------------------------  
certain real property located in Broomfield, Boulder County, Colorado (the
"Broomfield Property"). The Broomfield Property contains a three-story
multi-tenant office building with 51,974 rentable square feet (the
"Interlocken Building"). Construction of the Interlocken Building was
completed in December 1996.

The Joint Venture purchased the Interlocken Building on March 20,
1998, for a purchase price of $8,275,000, plus closing costs of
approximately $18,000.

The first floor of the Interlocken Building has multiple tenants and
contains 15,599 rentable square feet; the second floor is leased to ODS
Technologies, L.P. ("ODS") and contains 17,146 rentable square feet; and
the third floor is leased to Transecon, Inc. ("Transecon") and contains
19,229 rentable square feet.

The Broomfield Property fronts on Highway 36 (the Boulder-Denver
Turnpike), which is the main thoroughfare between Boulder and Denver, and
is located approximately eight miles southeast of Boulder and approximately
15 miles northwest of Denver. The site is a 5.1 acre tract of land in the
Interlocken Business Park in Broomfield, Colorado. The Broomfield Property
contains a parking lot surrounding the entire building with ample parking
spaces available for tenants and visitors. The Interlocken Business Park is
a 963-acre business park containing primarily advanced technology and
research/development oriented companies. The Interlocken Conference Resort,
which will contain a 430-room hotel, 57,000 square feet of conference space
and a 27-hole championship golf course, is nearly complete and will border
the Park's western boundary.

Description of Leases. As stated above, 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 Transecon dated
June 27, 1996 (the "Transecon Lease"). The Transecon Lease currently
expires in October 2001, subject to Transecon's right to extend for one
additional term of five years upon 180 days' notice.

Transecon 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. Transecon was founded in 1989 and currently employs approximately 60
people.

The monthly base rental payable under the Transecon Lease is
approximately $24,000 for the initial term of the lease, and is calculated
under the Transecon Lease based upon 18,011 rentable square feet. Under the
Transecon Lease, Transecon is responsible for its share of utilities,
taxes, insurance and other operating costs with respect to the Interlocken
Building during the term of the Transecon Lease. In addition, Transecon has
a right of first refusal under the lease for any second floor space
proposed to be leased by the landlord. If Transecon elects to 

13

extend the lease, the monthly base rental shall be a market rate, but no
less than $24,000 and no more than $27,700. In accordance with the
Transecon Lease, Golden Rule, Inc., an affiliate of Transecon, occupies
6,621 rentable square feet of the third floor. Transecon guarantees the
entire payment due under the Transecon Lease.

Transecon also leases 1,510 rentable square feet on the first floor.
The monthly base rent payable for this space is approximately $2,000
through January 1999; approximately $2,100 through January 2000;
approximately $2,150 through January 2001; and approximately $2,200 through
October 2001.

The entire second floor of the Interlocken Building containing
17,146 rentable square feet (33% of total rentable square feet) is
currently under lease to ODS dated January 14, 1997 (the "ODS Lease"). The
ODS Lease currently expires in September 2003, subject to ODS's right to
extend for one additional term of three years upon 180 days' notice.

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 has relocated its business to the Interlocken Building.

The monthly base rental payable under the ODS Lease is approximately
$22,150 through January 1999; approximately $22,600 through January 2000;
approximately $23,100 through January 2001; approximately $23,550 through
January 2002; approximately $24,050 through January 2003; and approximately
$24,550 through September 2003. 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. Under the ODS Lease, ODS is responsible for
its share of utilities, taxes, insurance and other operating costs with
respect to the Interlocken Building during the term of the ODS Lease. If
ODS elects to extend the lease, the monthly base rental shall be a market
rate as described in the ODS Lease.

The first floor of the Interlocken Building containing 15,599
rentable square feet is occupied by several tenants whose leases expire in
late 2001 or 2002. The aggregate monthly base rental payable under these
leases for 1998 is approximately $21,250. Each lessee is responsible for
its share of utilities, taxes, insurance and other operating costs with
respect to the Interlocken Building during the term of its lease. Most of
these leases contain a right to extend for one additional five year period
upon 180 days' notice.

In the event that Transecon, ODS or any of the first floor tenants
fail to extend their respective leases, the Joint Venture will be required
to find one or more new suitable tenants for the Interlocken Building at
the then prevailing market rental rates.

PROPERTY MANAGEMENT FEES

Wells Management Company, Inc. ("Wells Management"), an Affiliate of
the Company and the Advisor, has been retained to manage and lease all of
the properties currently owned by the Joint Venture. While the Company and
Wells Fund XI are authorized to pay aggregate management and leasing fees
to Wells Management in the amount of 4.5% of gross revenues, 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. Since, as
of June 30, 1998, Wells Fund IX and Wells Fund X held an aggregate 87.8%
ownership percentage interest in the Joint Venture, while the Company and
Wells Fund XI held an aggregate 12.2% ownership percentage interest in the
Joint Venture, 87.8% of the gross revenues of the Joint Venture are subject
to a 6% property management and leasing fee, while 12.2% of the gross
revenues of the Joint Venture are subject to a 4.5% property management and
leasing fee. Wells Management has also received an initial lease fee equal
to the first month's rent for the ABB Lease and the Lucent Lease. In

14

addition, Wells Management is entitled to one-time initial lease-up fees
equal to five percent (5%) of the gross revenues over the initial terms of
the ABB Lease and the Lucent Lease (not to exceed five years).

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

The information contained on page 46 in the "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" section of the
Prospectus is revised as of the date of this Supplement by the deletion of the
first paragraph of that section and the insertion of the following paragraph in
lieu thereof:

The Company commenced operations on June 5, 1998, upon the
acceptance of subscriptions for the minimum offering of $1,250,000 (125,000
Shares). As of June 30, 1998, the Company had raised a total of $2,683,595
in offering proceeds (268,359 Shares). After the payment of $93,926 in
acquisition and advisory fees and expenses, the payment of $335,449 in
selling commissions and organizational and offering expenses and the
payment of $1,421,466 in capital contributions to the Joint Venture, as of
June 30, 1998, the Company was holding net offering proceeds of $832,754
available for investment in additional properties.

FINANCIAL STATEMENTS

The financial statements of Fund IX and X Associates (the Joint Venture)
as of December 31, 1997 and for the period from March 20, 1997 to December 31,
1997 and of the Lucent Building for the three months ended March 31, 1998,
included herein as Appendix I to this Supplement No. 2, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports thereto, and are included herein upon the authority of said firm as
experts in giving said reports. The interim financial information of Fund IX and
X Associates (the Joint Venture) as of March 31, 1998 and for the three month
period ended March 31, 1998, and the pro forma financial information for Wells
Real Estate Investment Trust, Inc. as of December 31, 1997 and for the three
month period ended March 31, 1998, which are included in Appendix I to this
Supplement No. 2, have not been audited.

15

APPENDIX I

INDEX TO FINANCIAL STATEMENTS

Page
----

FUND IX AND X ASSOCIATES
Financial Statements
Report of Independent Public Accountants                                 I-1
Balance Sheets as of March 31, 1998 (Unaudited) and
December 31, 1997 (Audited)                                              I-2
Statements of Income (Loss) for the three months ended March 31,
1998 (Unaudited) and the Period from Inception (March 20, 1997)
to December 31, 1997 (Audited)                                           I-3
Statements of Partners' Capital for the three months ended March 31,
1998 (Unaudited) and the Period from Inception (March 20, 1997)
to December 31, 1997 (Audited)                                           I-4
Statements of Cash Flows for the three months ended March 31, 1998
(Unaudited) and the Period from Inception (March 20, 1997) to
December 31, 1997 (Audited)                                              I-5
Notes to Financial Statements                                            I-6

LUCENT BUILDING
Audited Financial Statements
Report of Independent Public Accountants                                I-10
Statement of Revenues Over Operating Expenses for the three months
ended March 31, 1998                                                    I-11
Notes to Statement of Revenues Over Operating Expenses for the three

months ended March 31, 1998                                             I-12

WELLS REAL ESTATE INVESTMENT TRUST, INC.
Unaudited Pro Forma Financial Statements
Summary of Unaudited Pro Forma Financial Statements                     I-13
Pro Forma Balance Sheet as of March 31, 1998                            I-14
Pro Forma Statement of Loss for the year ended December
31, 1997                                                                I-15
Pro Forma Statement of Income for the three months ended
March 31, 1998                                                          I-16

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Fund IX and X Associates:

We have audited the accompanying balance sheet of FUND IX AND X ASSOCIATES (a
Georgia Joint Venture) as of December 31, 1997 and the related statements of
loss, partners' capital, and cash flows for the period from inception (March 20,
1997) to December 31, 1997.  These financial statements are the responsibility
of the Joint Venture's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fund IX and X Associates as of
December 31, 1997 and the results of its operations and its cash flows for the
period from inception (March 20, 1997) to December 31, 1997 in conformity with
generally accepted accounting principles.

/s/ Arthur Andersen LLP

Atlanta, Georgia
January 9, 1998

I-1

FUND IX AND X ASSOCIATES

(A GEORGIA JOINT VENTURE)

BALANCE SHEETS

MARCH 31, 1998 AND DECEMBER 31, 1997

ASSETS

1998             1997       
-------------    -------------   
(UNAUDITED)                      

REAL ESTATE ASSETS, AT COST:                                                                            
Land                                                                 $  5,004,893     $     607,930   
Building and improvements, less accumulated                                                           
depreciation of $205,915 in 1998 and $36,863 in 1997                  22,005,710         6,445,300   
Construction in progress                                                    6,498            35,622   
-------------    --------------  
Total real estate assets                                        27,017,101         7,088,852   

CASH AND CASH EQUIVALENTS                                                   390,276           289,171   

ACCOUNTS RECEIVABLE                                                         150,402            40,512   

PREPAID EXPENSES AND OTHER ASSETS                                           383,399           329,310   
-------------    --------------  
Total assets                                                   $ 27,941,178     $   7,747,845   
=============    ==============  

LIABILITIES AND PARTNERS' CAPITAL                           

LIABILITIES:                                                                                            
Accounts payable                                                     $    385,072     $     379,770   
Due to affiliates                                                           2,281             2,479   
-------------    --------------  
Total liabilities                                                  387,353           382,249   
-------------    --------------  

PARTNERS' CAPITAL:                                                                                      
Wells Real Estate Fund IX                                              14,569,085         3,702,793   
Wells Real Estate Fund X                                               12,984,740         3,662,803   
-------------    --------------  
Total partners' capital                                           27,553,825         7,365,596   
-------------    --------------  
Total liabilities and partners' capital                         $ 27,941,178     $   7,747,845   
=============    ==============   

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

I-2

FUND IX AND X ASSOCIATES

(A GEORGIA JOINT VENTURE)

STATEMENTS OF INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 1998

AND THE PERIOD FROM INCEPTION (MARCH 20, 1997)

TO DECEMBER 31, 1997

1998            1997
------------    ----------- 
(UNAUDITED)

REVENUES:
Rental income                                                          $   351,203     $   28,512
------------    ----------- 
EXPENSES:
Depreciation and amortization                                              178,881         36,863  
Management and leasing fees                                                 22,838          1,711  
Operating costs, net of reimbursements                                      24,052         10,118  
Property administration                                                      5,632              0  
------------    ----------- 
231,403         48,692
------------    -----------
NET INCOME (LOSS)                                                        $   119,800     $  (20,180)
============    ===========

NET INCOME (LOSS) ALLOCATED TO WELLS REAL ESTATE FUND IX                 $    57,858     $  (10,145)
============    ===========              

NET INCOME (LOSS) ALLOCATED TO WELLS REAL ESTATE FUND X                  $    61,942     $  (10,035)
============    ===========

The accompanying notes are an integral part of these statements.

I-3

FUND IX AND X ASSOCIATES

(A GEORGIA JOINT VENTURE)

STATEMENTS OF PARTNERS' CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 1998

AND THE PERIOD FROM INCEPTION (MARCH 20, 1997)

TO DECEMBER 31, 1997

WELLS REAL            WELLS REAL             TOTAL    
ESTATE                ESTATE             PARTNERS'  
FUND IX               FUND X              CAPITAL    
-----------------    ------------------  ------------------- 

BALANCE, DECEMBER 31, 1996                          $             0      $              0     $              0

Net loss                                                  (10,145)              (10,035)             (20,180)
Partnership contributions                               3,712,938             3,672,838            7,385,776  
-----------------    ------------------  ------------------- 
BALANCE, DECEMBER 31, 1997                                3,702,793             3,662,803            7,365,596  

Partnership distributions                                (100,863)             (101,419)            (202,282) 
Net income                                                 57,858                61,942              119,800  
Partnership contributions                              10,909,297             9,361,414           20,270,711   
-----------------    ------------------  -------------------  
BALANCE, MARCH 31, 1998 (UNAUDITED)                 $    14,569,085      $     12,984,740     $     27,553,825
=================    ==================  ===================

The accompanying notes are an integral part of these statements.

I-4

FUND IX AND X ASSOCIATES

(A GEORGIA JOINT VENTURE)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 1998

AND THE PERIOD FROM INCEPTION (MARCH 20, 1997)

TO DECEMBER 31, 1997

1998                 1997      
-------------       -------------  
(UNAUDITED)                         

CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                    
Net income (loss)                                                                  $    119,800        $     (20,180)  
-------------       -------------   
Adjustments to reconcile net income (loss) to net cash provided by operating                                           
activities:                                                                                                          
Depreciation                                                                         178,881               36,863   
Changes in assets and liabilities:                                                                                  
Accounts receivable                                                               (109,890)             (40,512)  
Prepaid expenses and other assets                                                  (54,089)            (329,310)  
Accounts payable                                                                     5,302              379,770   
Due to affiliates                                                                     (198)               2,479   
------------        -------------   
Total adjustments                                                                  20,006               49,290   
------------        -------------   
Net cash provided by operating activities                                         139,806               29,110  
============        =============  
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                   
Investment in real estate from partners                                              (19,123,419)          (5,715,847) 
------------        -------------  
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                   
Distributions to joint venture partners                                                 (202,282)                   0  
Contributions received from partners                                                  19,287,000            5,975,908  
------------        -------------  
Net cash provided by financing activities                                       19,084,718                       
------------        -------------  
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 101,105              289,171  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                            289,171                    0  
------------        -------------  
CASH AND CASH EQUIVALENTS, END OF PERIOD                                             $    390,276        $     289,171  
============        =============  
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:                                                                          
Deferred project costs applied by partners, net of deferred project costs                                             
transferred                                                                      $    983,711        $     318,981  
============        =============  

Contribution of real estate assets                                                 $          0        $   1,090,887  
============        =============   

The accompanying notes are an integral part of these statements.

I-5

FUND IX AND X ASSOCIATES

(A GEORGIA JOINT VENTURE)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998 AND DECEMBER 31, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS

On March 20, 1997, Fund IX and X Associates (a joint venture between Wells
Real Estate Fund IX, L.P. ("Fund IX") and Wells Real Estate Fund X, L.P.
("Fund X") was formed to acquire, develop, operate, and sell real properties.
On March 20, 1997, Fund IX contributed a 5.62-acre tract of real property in
Knoxville, Tennessee, and improvements thereon, known as the ABB Property, to
Fund IX and X Associates (the "Joint Venture").  A 83,885-square-foot, three-
story office building was constructed and commenced operations at the end of
1997.

CASH AND CASH EQUIVALENTS

For the purposes of the statements of cash flows, the Joint Venture 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.

USE OF ESTIMATES AND FACTORS AFFECTING THE PARTNERSHIP

The preparation of 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 the real estate assets are based on management's
current intent to hold the real estate assets as long-term investments.  The
success of the Joint Venture's future operations and the ability to realize
the investment in its assets will be dependent on the Joint Venture's ability
to maintain an appropriate level of rental rates, occupancy, and operating
expenses in future years.  Management believes that the steps it is taking
will enable the Joint Venture to realize its investment in its assets.

I-6

INCOME TAXES

The Joint Venture is not subject to federal or state income taxes, and
therefore, none have been provided for in the accompanying financial
statements.  The partners of Fund IX and Fund X are required to include their
respective shares of profits and losses in their individual income tax
returns.

REAL ESTATE ASSETS

Real estate assets held by the Joint Venture are stated at cost less
accumulated depreciation.  Major improvements and betterments are capitalized
when they extend the useful life of the related asset.  All ordinary repairs
and maintenance are expensed as incurred.

Management continually monitors events and changes in circumstances which
could indicate that the carrying amounts of real estate assets may not be
recoverable. When events or changes in circumstances are present that
indicate the carrying amounts of real estate assets may not be recoverable,
management assesses the recoverability of real estate assets under Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of," 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 believes that there has been no
impairment in the carrying value of real estate assets held by the Joint
Venture.

Depreciation of buildings and land 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 Joint Venture are classified as
operating leases, and the related rental income is recognized on a straight-
line basis over the terms of the respective leases.

PARTNERS' DISTRIBUTIONS AND ALLOCATIONS OF PROFIT AND LOSS

Cash available for distribution and allocations of profit and loss to Fund IX
and Fund X by the Joint Venture are made in accordance with the terms of the
joint venture agreement.  Generally, these items are allocated in proportion
to the partners' respective ownership interests.  Cash distributions are
generally paid by the Joint Venture to Fund IX and Fund X quarterly.

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.

I-7

2. DEFERRED PROJECT COSTS

The Wells Real Estate Funds pay a percentage of limited partner contributions
to Wells Capital, Inc., an affiliate of the Joint Venture, for acquisition
and advisory services. These payments, as stipulated by the partnership
agreement, can be up to 5% of the limited partner contributions, subject to
certain overall limitations contained in the partnership agreement. These
fees are allocated to specific properties as they are purchased or developed
and are included in capitalized assets of the Joint Venture.

3. FUTURE MINIMUM RENTAL INCOME

The future minimum rental income due Fund IX and X Associates under
noncancelable operating leases at December 31, 1997 is as follows:

Year ending December 31:

1998                               $  646,250
1999                                  646,250
2000                                  646,250
2001                                  646,250
2002                                  646,250
Thereafter                            3,583,021
-----------                      
$6,814,271
===========

4. COMMITMENTS AND CONTINGENCIES

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Joint Venture or its partners.
In the normal course of business, the Joint Venture or its partners may
become subject to such litigation or claims.

5. SUBSEQUENT EVENTS (UNAUDITED)

On February 13, 1998, the Joint Venture acquired a two-story office building,
the Ohmeda Building, a 106,750-square-foot office building located in
Louisville, Colorado, for a cash purchase price of $10,325,000 plus
acquisition expenses of $6,644.  The building is 100% occupied by one tenant
with an original lease term of ten years that commenced February 1, 1988.
The lease term was extended for an additional seven years commencing February
1, 1998.

On March 20, 1998, the Joint Venture acquired the Interlocken Building, a
51,974-square-foot three-story multitenant office building located in
Broomfield, Colorado, for a cash purchase price of $8,275,000 plus
acquisition expenses of $18,000.

On June 11, 1998, Wells Operating Partnership, L.P. (of which Wells Real
Estate Investment Trust, Inc. is the sole general partner) and Wells Real
Estate Fund XI, L.P. were admitted to the Joint Venture.  The Joint Venture
agreement was restated and amended as such and was renamed the Fund IX, Fund
X, Fund XI, and REIT Joint Venture.

I-8

On June 24, 1998, Fund IX, Fund X, Fund XI, and REIT Joint Venture acquired
the Lucent Building, a one-story office building, from Wells Development
Corporation, an affiliate of the Joint Venture, for a cash purchase price of
$5,504,276 which equaled the book value of the building.  The building is
100% occupied by one tenant with an original lease term of ten years that
commenced January 1, 1998.

I-9

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund IX, L.P.,
Wells Real Estate Fund X, L.P.,
Wells Real Estate Fund XI, L.P., and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over operating expenses
for the LUCENT BUILDING for the three months ended March 31, 1998.  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 generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues over 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 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 Lucent
Building after acquisition by Wells Real Estate Fund IX, L.P., Wells Real Estate
Fund X, L.P., Wells Real Estate Fund XI, L.P., and Wells Real Estate Investment
Trust, Inc.  The accompanying statement of revenues over 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 Lucent Building's revenues and expenses.

In our opinion, the statement of revenues over operating expenses presents
fairly, in all material respects, the revenues over operating expenses
(exclusive of expenses described in Note 2) of the Lucent Building for the three
months ended March 31, 1998 in conformity with generally accepted accounting
principles.

/s/ Arthur Andersen LLP

Atlanta, Georgia
June 30, 1998

I-10

LUCENT BUILDING

STATEMENT OF REVENUES OVER

OPERATING EXPENSES

FOR THE THREE MONTHS ENDED MARCH 31, 1998

REVENUES:                                                  
Rental revenue                                       $137,817

OPERATING EXPENSES                                          675
--------
REVENUES OVER OPERATING EXPENSES                       $137,142
--------  

The accompanying notes are an integral part of this statement.

I-11

LUCENT BUILDING

NOTES TO STATEMENT OF REVENUES OVER

OPERATING EXPENSES

FOR THE THREE MONTHS ENDED MARCH 31, 1998

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF REAL ESTATE PROPERTY ACQUIRED

On June 24, 1998, Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X,
L.P., Wells Real Estate Fund XI, L.P., and Wells Real Estate Investment
Trust, Inc., through Fund IX, Fund X, Fund XI, and REIT Joint Venture (a
Georgia joint venture), acquired the Lucent Building, a 57,186-square-foot
one-story office building located in Oklahoma City, Oklahoma, for a cash
purchase price of $5,504,276.  The building is 100% occupied by one tenant
with an original lease term of 10 years that commenced January 1, 1998.  The
lease is a triple net lease, whereby the terms require the tenant to pay all
operating expenses relating to the building.

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 operating expenses are 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 Lucent Building
after acquisition by Wells Real Estate Fund IX, L.P., Wells Real Estate Fund
X, L.P, Wells Real Estate Fund XI, L.P., and Wells Real Estate Investment
Trust, Inc.

I-12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

(UNAUDITED PRO FORMA FINANCIAL STATEMENTS)

The following unaudited pro forma balance sheet as of March 31, 1998 and the pro
forma statements of (loss) income for the year ended December 31, 1997 and three
months ended March 31, 1998 have been prepared to give effect to the following
transactions as if each occurred as of March 31, 1998 with respect to the
balance sheet and on January 1, 1997 with respect to the statements of
(loss)income :  (i) Wells Real Estate Investment Trust, Inc.'s acquisition of an
interest in Fund IX, Fund X, Fund XI, and REIT Joint Venture (formerly Fund IX-
Fund X Associates) and (ii) the Fund IX, Fund X, Fund XI, and REIT Joint
Venture's acquisition of the Lucent Building which commenced operations in
January 1998.

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 acquisition been consummated at
the beginning of the period presented.

The pro forma financial statements are based on available information and
certain assumptions that management believes are reasonable.  Final adjustments
may differ from the pro forma adjustments herein.

I-13

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

MARCH 31, 1998

(UNAUDITED)

WELLS
REAL ESTATE
INVESTMENT       PRO FORMA         PRO FORMA
TRUST, INC.     ADJUSTMENTS          TOTAL
-----------     -----------        ---------

ASSETS:
Investment in joint venture                                              $         0     $1,480,741 (a)     $1,480,741
Cash                                                                         317,378       (317,378)(b)              0
Deferred project costs                                                         4,072         (4,072)(c)              0
Deferred offering costs                                                      461,108              0            461,108
Accounts receivable                                                               18              0                 18
-----------     -----------------  ----------
Total assets                                                       $   782,576     $1,159,291         $1,941,867
===========     =================  ==========
LIABILITIES:
Sales commission payable                                                 $    11,053     $        0         $   11,053
Due to affiliate                                                             468,718      1,159,291 (b)(c)   1,628,009
-----------     -----------------  ----------
Total liabilities                                                      479,771      1,159,291          1,639,062
===========     =================  ========== 
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, 11,735
shares issued and outstanding                                                   117              0                117
Additional paid-in capital                                                   102,688              0            102,688
-----------     -----------------  ----------
Total shareholder's equity                                             102,805              0            102,805
-----------     -----------------  ----------
Total liabilities and shareholder's equity                         $   782,576     $1,159,291         $1,941,867
===========     =================  ==========  

(a)   Reflects Wells Real Estate Investment Trust, Inc.'s contribution
to Fund IX, Fund X, Fund XI, and REIT Joint Venture.

(b)   Reflects Wells Real Estate Investment Trust, Inc.'s portion of
the $5,504,276 purchase price related to the Lucent Building.

(c)   Reflects the deferred project costs allocated to the Fund IX,
Fund X, Fund XI, and REIT Joint Venture.

I-14

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF LOSS

FOR THE YEAR ENDED DECEMBER 31, 1997

(UNAUDITED)

WELLS
REAL ESTATE
INVESTMENT            PRO FORMA             PRO FORMA
TRUST, INC.           ADJUSTMENT              TOTAL
----------------      -----------------     ---------------

REVENUES:
Equity in loss of joint venture                              $   0              $  (888)(a)           $   (888)
----------------      -----------------     ---------------
NET LOSS                                                       $   0              $  (888)              $   (888)
================      =================     ===============
EARNINGS PER SHARE (BASIC AND DILUTED)                         $0.00              $  (8.88)             $   (8.88)
================      =================     ===============

(a)    Reflects Wells Real Estate Investment Trust, Inc.'s 4.4% equity in
earnings of the Fund IX, Fund X, Fund XI, and REIT Joint Venture.

I-15

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 1998

(UNAUDITED)

WELLS
REAL ESTATE
INVESTMENT            PRO FORMA           PRO FORMA
TRUST, INC.          ADJUSTMENT             TOTAL
----------------   -----------------     ----------------   

REVENUES:
Equity in income of joint ventures                            $   0              $9,282(a)               $9,282
----------------   -----------------     ----------------   
NET INCOME                                                      $   0              $9,282                  $9,282
================   =================     ================ 
EARNINGS PER SHARE (BASIC AND DILUTED)                          $0.00              $ 0.79                  $ 0.79
================   =================     ================ 

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s 4.4% equity in
earnings of the Fund IX, Fund X, Fund XI, and REIT Joint Venture,
including the Lucent Building on a pro forma basis.

I-16

WELLS REAL ESTATE INVESTMENT TRUST, INC.

SUPPLEMENT NO. 3 DATED AUGUST 12, 1998 TO THE PROSPECTUS
DATED JANUARY 30, 1998

This document supplements, and should be read in conjunction with, the
Prospectus of Wells Real Estate Investment Trust, Inc. dated January 30, 1998,
as supplemented and amended by Supplement No. 1 dated April 20, 1998 and
Supplement No. 2 dated June 30, 1998 (collectively, the "Prospectus"). Unless
otherwise defined herein, 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:

(i) The status of the offering of shares of common stock (the "Shares") in
Wells Real Estate Investment Trust, Inc. (the "Company");

(ii) The contribution of the Iomega Building located in Ogden, Weber
County, Utah by Wells Real Estate Fund X, L.P. ("Wells Fund X") to the Fund IX,
Fund X, Fund XI and REIT Joint Venture (the "IX-X-XI-REIT Joint Venture");

(iii) The Joint Venture Agreements entered into between Wells Operating
Partnership, L.P. ("Wells OP") and Wells Development Corporation ("Wells
Development");

(iv) The Joint Venture between Wells Real Estate Fund XI, L.P. ("Wells
Fund XI") and Wells Fund X (the "Fund X-XI Joint Venture") and the contracts
between the Fund X-XI Joint Venture and Wells Development;

(v) The acquisition of the Fairchild Building located in Fremont, Alameda
County, California;

(vi) The acquisition of the Cort Furniture Building located in Fountain
Valley, Orange County, California;

(vii) Revisions to the "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" section of the Prospectus; and

(viii) Inclusion of Audited and Pro Forma Financial Statements as
described in the "Financial Statements" section of this Supplement.

Status of the Offering

Pursuant to the Prospectus, the offering of Shares in the Company
commenced on January 30, 1998. The Company commenced operations on June 5, 1998,
upon the acceptance of subscriptions for the minimum offering of $1,250,000
(125,000 Shares). As of August 10, 1998, the Company had raised a total of
$5,739,061 in offering proceeds (573,906 Shares).

The Iomega Building

Contribution of the Iomega Building. On July 1, 1998, Wells Fund X
contributed a single-story warehouse and office building with 108,000 rentable
square feet (the "Iomega Building") to the IX-X-XI-REIT Joint Venture as a
capital contribution. Wells Fund X was credited with making a capital
contribution to the IX-X-XI-REIT Joint Venture in the amount of $5,050,425,
which represents the purchase price of $5,025,000 plus $25,425 in closing costs
originally paid by Wells Fund X for the Iomega Building on April 1, 1998.

As of August 1, 1998, Wells Fund X had made total capital contributions to
the IX-X-XI-REIT Joint Venture of $18,410,965 and held an equity percentage
interest in the IX-X-XI-REIT Joint Venture of 49.9%; Wells Real Estate Fund IX,
L.P. had made total capital contributions to the IX-X-XI-REIT Joint Venture of
$14,571,686 and held an equity percentage interest in the IX-X-XI-REIT Joint
Venture of 39.5%; Wells Fund XI had made total capital contributions to the
IX-X-XI-REIT Joint Venture of $2,482,810 and held an equity percentage interest
in the IX-X-XI-REIT Joint Venture of 6.7%; and Wells OP had made total capital
contributions to the IX-X-XI-REIT Joint Venture of $1,421,466 and held an equity
percentage interest in the IX-X-XI-REIT Joint Venture of 3.9%.

Description of the Building and Site. The exterior of the Iomega Building
is constructed of concrete tilt-up wall panels approximately 23 feet in height
in the warehouse area with windows along the west and north sides of the
building. The office portion of the Iomega Building on the north side is
constructed of masonry block. Construction of the Iomega Building was completed
in 1989. In 1997, the current tenant, Iomega Corporation, completed construction
of a 16,000 square foot two-level office space addition inside the warehouse
area on the west side of the Iomega Building. The Iomega Building contains an
asphaltic concrete paved parking lot with 286 parking spaces. A railroad spur
provides access to two rail docks on the east side of the Iomega Building.
Access to the Iomega Building is controlled by on-site security guards. The
IX-X-XI-REIT Joint Venture has no current plans to further develop, improve or
renovate the Iomega Building.

The Iomega Building is located at 2976 South Commerce Way in the Ogden
Commercial and Industrial Park (the "Ogden Commercial Park") in Ogden City,
Utah. The site is an 8.03 acre tract of land located in an area containing
primarily light manufacturing and warehousing buildings. The Iomega Building is
one of the largest and most modern warehouse and office buildings in the Ogden
Commercial Park. Although the Ogden Commercial Park is a well established
industrial park, there are vacant land parcels immediately adjacent to the
Iomega Building on the north, west and south sides.

The Ogden Commercial Park is located one mile north of Roy City, one mile
northwest of Riverdale City and three miles southwest of the Ogden central
business district. Interstate 15, a major north-south freeway through the state,
and Interstate 84, a major east-west freeway through Weber County, are within
one mile of the site.

Description of Iomega Lease. The entire Iomega Building is currently under
a net Lease Agreement dated April 9, 1996 (the "Iomega Lease") with Iomega
Corporation ("Iomega"). Wells Fund X assigned its rights under the Iomega Lease
to the IX-X-XI REIT Joint Venture in connection with the contribution of the
Iomega Building on July 1, 1998. The Iomega Lease has a ten year lease term
which commenced on August 1, 1996 and expires on July 31, 2006. The Iomega Lease
contains no extension provisions. Iomega's world headquarters are located within
one mile of the Iomega Building. In the event that Iomega vacates the Iomega
Building at the expiration of its current lease term, the IX-X-XI-REIT Joint
Venture would be required to find one or more new suitable tenants for the
Iomega Building at the then prevailing market rental rates.

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. Iomega reported total sales of in
excess of $1.7 billion, net income of in excess of $115 million and a net worth
of in excess of $400 million for its fiscal year ended December 31, 1997.

The monthly base rent payable under the Iomega Lease is $40,000 through
November 12, 1999. Beginning on the 40th and 80th months of the lease term, 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 (as defined in
the Iomega Lease) 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 annum, compounded annually, on a cumulative basis from
the beginning of the lease term. Under the Iomega Lease, Iomega is responsible
for all utilities, taxes, insurance and other operating costs with respect to
the Iomega Building during the term of the lease. The estimated annual real
estate taxes on the Iomega Building are $63,390. The Joint Venture, as landlord,
is responsible for

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maintenance of the structural soundness of the roof, foundation and exterior
walls of the Iomega Building, reasonable wear and tear and uninsured losses and
damages caused by Iomega excluded.

Iomega has used all of its $500,000 tenant improvement allowance provided
under the Iomega Lease for the construction of the 16,000 square foot two-level
office space addition described above and the addition of an additional parking
lot outside the south entrance of the Iomega Building.

Under the terms of the Iomega Lease, the IX-X-XI-REIT Joint Venture is
responsible for carrying and maintaining all risk liability insurance covering
the full replacement cost of the Iomega Building. Iomega is responsible for
carrying and maintaining all risk property insurance covering the full
replacement cost of all property and improvements installed or placed on the
premises by Iomega; worker's compensation insurance with no less than the
minimum limits required by law; employer's liability insurance with such limits
as required by law; and commercial liability insurance, with a minimum limit of
$1,000,000 per occurrence and a minimum umbrella limit of $1,000,000, for a
total minimum combined general liability and umbrella limit of $2,000,000 for
property damage, personal injuries or deaths occurring in or about the premises.
The cost of the insurance paid by the landlord is billed on a monthly basis to
the tenant at a rate of $334. Management believes that the Iomega Building is
adequately insured against loss for property damage, personal injury and deaths
of persons in or about the premises.

The Joint Ventures

The Fremont Joint Venture. In July 1998, Wells OP entered into a Joint
Venture Agreement known as Wells/Fremont Associates (the "Fremont Joint
Venture") with Wells Development. The purpose of the Fremont Joint Venture is
the acquisition, ownership, leasing, operation, sale and management of real
properties, including, but not limited to, that certain office building
containing 58,424 rentable square feet located in Fremont, Alameda County,
California (the "Fairchild Building").

Wells Development had previously entered into that certain Agreement for
the Purchase and Sale of Property dated June 8, 1998 with Rose Ventures V, Inc.,
a California corporation, and Thomas G. Haury and Carleen S. Haury to acquire
the Fairchild Building (the "Fairchild Contract"). Prior to the closing of the
Fairchild Building, Wells Development assigned its rights to the Fairchild
Contract to the Fremont Joint Venture, and on July 21, 1998, the Fremont Joint
Venture acquired the Fairchild Building pursuant to the Fairchild Contract.

The Cort Joint Venture. In July 1998, Wells OP entered into another Joint
Venture Agreement with Wells Development known as Wells/Orange County Associates
(the "Cort Joint Venture") for the purpose of the acquisition, ownership,
leasing, operation, sale and management of real properties, including, but not
limited to, that certain office building containing 52,000 rentable square feet
located in Fountain Valley, Orange County, California (the "Cort Furniture
Building").

Wells Development had previously entered into that certain Purchase and
Sale Agreement and Joint Escrow Instructions dated June 12, 1998 with Spencer
Fountain Valley Holdings, Inc., a California corporation ("Spencer"), to acquire
the Cort Furniture Building (the "Cort Contract"). Prior to the closing of the
Cort Furniture Building, Wells Development assigned its rights to the Cort
Contract to the Cort Joint Venture, and on July 31, 1998, the Cort Joint Venture
acquired the Cort Furniture Building pursuant to the Cort Contract.

The Fund X-XI Joint Venture. In July 1998, Wells Fund XI entered into a
Joint Venture Agreement with Wells Fund X known as Fund X and Fund XI Associates
(the "Fund X-XI Joint Venture") for the purpose of the acquisition, ownership,
leasing, operation, sale and management of real properties, and interests in
real properties, including, but not limited to, the acquisition of equity
interests in the Fremont Joint Venture and the Cort Joint Venture (as described
below).

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Wells OP is acting as the initial Administrative Venturer of both 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 each of Wells
OP and ultimately the Fund X-XI Joint Venture will be required for any major
decision or any action which materially affects the Fremont Joint Venture or the
Cort Joint Venture or its real property investments.

Contracts to Acquire Joint Venture Interests

Acquisition of the Fremont Joint Venture Interest. On July 17, 1998, the
Fund X-XI Joint Venture entered into an Agreement for the Purchase and Sale of
Joint Venture Interest (the "Fremont JV Contract") with Wells Development.
Pursuant to the Fremont JV Contract, the Fund X-XI Joint Venture contracted to
acquire Wells Development's interest in the Fremont Joint Venture (the "Fremont
JV Interest") which, at closing, will result in the Fund X-XI Joint Venture
becoming a joint venture partner with Wells OP in the ownership of the Fairchild
Building. Wells Fund X, Wells XI and Wells Development are all Affiliates of
Wells Capital, Inc. (the "Advisor") and the Company.

At the time of entering into the Fremont JV Contract, the Fund X-XI Joint
Venture delivered $2,000,000 to Wells Development as an earnest money deposit.
Wells Development contributed the earnest money it received from the Fund X-XI
Joint Venture to the Fremont Joint Venture as its initial capital contribution
of $2,000,000, and Wells OP simultaneously contributed $995,480 to the Fremont
Joint Venture as its initial capital contribution.

Acquisition of the Cort JV Interest. On July 30, 1998, the Fund X-XI Joint
Venture entered into another Agreement for the Purchase and Sale of Joint
Venture Interest (the "Cort JV Contract") with Wells Development. Pursuant to
the Cort JV Contract, the Fund X-XI Joint Venture contracted to acquire Wells
Development's interest in the Cort Joint Venture (the "Cort JV Interest") which,
at closing, will result in the Fund X-XI Joint Venture becoming a joint venture
partner with Wells OP in the ownership of the Cort Furniture Building.

At the time of entering into the Cort JV Contract, the Fund X-XI Joint
Venture delivered $1,500,000 to Wells Development as an earnest money deposit.
Wells Development contributed the earnest money it received from the Fund X-XI
Joint Venture to the Cort Joint Venture as its initial capital contribution of
$1,500,000, and Wells OP simultaneously contributed $168,000 to the Cort Joint
Venture as its initial capital contribution.

The Fairchild Building

Purchase of the Fairchild Building. On July 21, 1998, the Fremont Joint
Venture acquired the Fairchild Building pursuant to the Fairchild Contract for a
purchase price of $8,900,000. The Fremont Joint Venture incurred acquisition
expenses including legal fees, title insurance fees, loan origination fees,
appraisal fees and other closing costs of approximately $60,000. The Fremont
Joint Venture used the $2,995,480 aggregate capital contributions described
above to partially fund the purchase of the Fairchild Building. The Fremont
Joint Venture also obtained a loan in the amount of $5,960,000 from NationsBank,
N.A., the proceeds of which were used to fund the remainder of the cost of the
Fairchild Building (the "Fairchild Loan").

The Fairchild Loan. The Fairchild Loan matures on July 21, 1999 (the
"Fairchild Maturity Date"), unless the Fremont Joint Venture exercises its
option to extend the Fairchild Maturity Date to January 21, 2000. The interest
rate on the Fairchild Loan is a variable rate per annum equal to the rate
appearing on Telerate Page 3750 as the London InterBank Offered Rate (the "LIBOR
Rate") for a thirty day period plus 220 basis points. Commencing on September 1,
1998, and on the first day of each calendar month thereafter continuing through
and including the first day of the calendar month in which the Fairchild
Maturity Date occurs, the Fremont Joint Venture is required to pay to
NationsBank monthly installments of principal in the amount of $10,498 plus
accrued interest. The Fairchild Loan is secured by a first mortgage against the
Fairchild Building. In addition Leo F. Wells, III and Wells Development,
Affiliates of the Advisor and the Company, are co-guarantors of the Fairchild
Loan.

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Closing of the Fremont JV Interest. Under the Joint Venture Agreement of
the Fremont Joint Venture, cash flow distributions will be paid to Wells OP and
Wells Development in accordance with each such entity's equity interest in the
Fremont Joint Venture based upon each entity's relative capital contribution to
the Fremont Joint Venture. As of July 31, 1998, Wells OP held an approximately
33% equity interest and Wells Development held an approximately 67% equity
interest in the Fremont Joint Venture. As additional offering proceeds are
raised by the Wells REIT, it is anticipated that Wells OP will make additional
capital contributions to the Fremont Joint Venture, which will be utilized to
pay down the Fairchild Loan and will increase Wells OP's relative equity
interest (and decrease Wells Development's relative equity interest) in the
Fremont Joint Venture. Cash flow distributions payable by the Fremont Joint
Venture to Wells Development shall be credited as a purchase price adjustment or
paid to the Fund X-XI Joint Venture at the closing of the acquisition of the
Fremont JV Interest from Wells Development, since Wells Development is
prohibited from making any profit on the transaction during the holding period.

At such time as sufficient funds have been raised, either in the Fund X-XI
Joint Venture or the Wells REIT, or a combination thereof, to pay off the
Fairchild Loan, the Fund X-XI Joint Venture shall close the acquisition of the
Fremont JV Interest. This closing shall take place on or before July 21, 1999;
however, the Fund X-XI Joint Venture has the right to extend the closing date
for two successive periods of six months if sufficient cash has not been raised
to pay off the Fairchild Loan. At the conclusion of such transaction, the Fund
X-XI Joint Venture will be admitted to the Fremont Joint Venture as a joint
venturer partner in the place of Wells Development. The ultimate equity
percentage interests in the Fremont Joint Venture to be owned by Wells OP and
the Fund X-XI Joint Venture are dependent upon the amount of offering proceeds
which are raised in the future by the Company and by Wells Fund XI and,
accordingly, are indeterminable at this time.

Description of the Fairchild Building. The Fairchild Building is a
two-story office and manufacturing building with 58,424 rentable square feet.
The Fairchild Building is composed of painted concrete tilt-up wall panels,
plaster walls with a clay tile covered mansard roof on the building's west and
north sides and aluminum framed windows. Construction of the Fairchild Building
was completed in 1985.

The Fairchild Building is located at 47320 Kato Road on the corner of Kato
Road and Auburn Road in the City of Fremont, California. The site is
approximately 3.05 acres and is located in a commercial area composed of similar
use buildings. The parking area surrounds the Fairchild Building and contains
approximately 184 paved parking spaces.

An independent appraisal of the Fairchild Building was prepared by CB
Richard Ellis Appraisal Services, a division of CB Commercial, as of June 29,
1998, pursuant to which the market value of the land and the leased fee interest
in the Fairchild Building subject to the Fairchild Lease (described below) was
estimated to be $8,900,000. The value estimate contained in this appraisal was
based upon a number of assumptions, including that the Fairchild Building will
continue operating at a stabilized level with Fairchild occupying 100% of the
rentable areas, and is not necessarily an accurate reflection of the fair market
value of the property. The Fremont Joint Venture also obtained an environmental
report prior to closing evidencing that the environmental condition of the land
encompassing the Fairchild Building was satisfactory.

Fremont is considered Alameda County's extension of Silicon Valley as it
is home to a large number of high-technology manufacturing and new product
development companies. Fremont, which is the second largest city in Alameda
County and the fourth largest city in the Bay Area with a population of
approximately 190,000, is 25 miles south of Oakland and 15 miles north of San
Jose along Interstate 880. Fremont encompasses approximately 94 square miles and
is the largest source of current and future growth and development in Alameda
County due to its abundance of land relative to other areas and its location on
the fringe of Silicon Valley.

The Fremont Joint Venture will experience competition for its current
tenant from owners and managers of various other office and manufacturing
buildings located in the immediate area of the Fairchild Building, which

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could adversely affect the Fremont Joint Venture's ability to retain Fairchild
as a tenant, and if necessary in the future, to attract and retain other
tenants.

The Fairchild Lease. The entire 58,424 rentable square feet of the
Fairchild Building is currently under a net lease agreement dated September 19,
1997 (the "Fairchild Lease") with Fairchild Technologies U.S.A., Inc.
("Fairchild"). Fairchild took early possession of the second floor of the
Fairchild Building on October 1, 1997 at a monthly base rental of $22,456. The
Fairchild Lease commenced on December 1, 1997 (the "Rental Commencement Date")
and expires on November 30, 2004, subject to Fairchild's right to extend the
Fairchild Lease for an additional five-year period. Fairchild must give written
notice of its intention to exercise said option not more than 180 days and not
less than 90 days before the last day of the initial term of the Fairchild
Lease. In the event that Fairchild vacates the Fairchild Building at the
expiration of its current lease term, the Fremont Joint Venture would be
required to find one or more new suitable tenants for the Fairchild Building at
the then prevailing market rental rates.

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, a
Delaware 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 aerospace fastener segment accounted for approximately 51.4% of the
company's net sales and the aerospace parts distribution segment accounted for
approximately 35.9% of the company's net sales in fiscal year 1997. The
obligations of Fairchild under the Fairchild Lease are guaranteed by Fairchild
Corp, which reported total consolidated sales of in excess of $680 Million and a
net worth of in excess of $232 Million for its fiscal year ended June 30, 1997.

The monthly base rent payable under the Fairchild Lease is $68,128 through
November 30, 1998. On each one-year anniversary of the Rental Commencement Date,
the monthly base rent in effect for the preceding year shall be adjusted upward
by a 3% increase. The monthly 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. Under the Fairchild Lease, Fairchild is responsible for all
utilities, taxes, insurance and other operating costs with respect to the
Fairchild Building during the term of the Fairchild Lease. Currently, the annual
real estate taxes for the Fairchild Building are approximately $37,000. The
Fremont Joint Venture, as landlord, is responsible for the maintenance and
repair of the structural elements of the roof, bearing walls and foundation of
the Fairchild Building.

Under the terms of the Fairchild Lease, Fairchild is required to carry and
maintain, at its own cost and expense, certain types of insurance in form
acceptable to the Fremont Joint Venture, naming the Fremont Joint Venture as an
additional insured. With respect to insurance against loss or damage to the
Fairchild Building, Fairchild is required to name the Fremont Joint Venture as
loss payee under its policy. Among other types of insurance, the Fairchild Lease
requires that Fairchild maintain liability insurance coverage covering the
leased premises and Fairchild's use thereof against claims for personal injury,
death, property damage and product liability, in single limit amounts of not
less than $2,000,000 per occurrence, and an equivalent form of insurance against
loss or damage of the Fairchild Building, including earthquake insurance, in an
amount not less than 100% of the actual replacement value of the building and
improvements thereto. Management believes that the Fairchild Building is
adequately insured against loss for property damage, personal injury and deaths
of persons in or about the premises.

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The Cort Furniture Building

Purchase of the Cort Furniture Building. On July 31, 1998, the Cort Joint
Venture acquired the Cort Furniture Building pursuant to the Cort Contract for a
purchase price of $6,400,000. The Cort Joint Venture incurred acquisition
expenses including legal fees, title insurance fees, loan origination fees,
appraisal fees and other closing costs of approximately $63,000. In addition, at
closing, the Cort Joint Venture paid $85,000 in real estate brokerage
commissions to Collins Commercial and Daum Commercial Real Estate, neither of
which are affiliated in any way with the Company or the Advisor. The Cort Joint
Venture used the $1,668,000 aggregate capital contributions to partially fund
the purchase of the Cort Furniture Building. The Cort Joint Venture also
obtained a loan in the amount of $4,875,000 from NationsBank, N.A., the proceeds
of which were used to fund the remainder of the cost of the Cort Furniture
Building (the "Cort Loan").

The Cort Loan. The Cort Loan matures on July 31, 1999 (the "Cort Maturity
Date"), unless the Cort Joint Venture exercises its option to extend the Cort
Maturity Date to January 31, 2000. The interest rate on the Cort Loan is a
variable rate per annum equal to the rate appearing on Telerate Page 3750 as the
LIBOR Rate for a thirty day period plus 220 basis points. Commencing on
September 1, 1998, and on the first day of each calendar month thereafter
continuing through and including the first day of the calendar month in which
the Cort Maturity Date occurs, the Cort Joint Venture is required to pay to
Nationsbank monthly installments of principal in the amount of $8,587 plus
accrued interest. The Cort Loan is secured by a first mortgage against the Cort
Furniture Building. Leo F. Wells, III and Wells Development are also
co-guarantors of the Cort Loan.

Closing of the Cort JV Interest. Under the Joint Venture Agreement of the
Cort Joint Venture, cash flow distributions will be paid to Wells OP and Wells
Development in accordance with each such entity's equity interest in the Cort
Joint Venture based upon each entity's relative capital contribution to the Cort
Joint Venture. As of July 31, 1998, Wells Development held an approximately 90%
equity interest and Wells OP held an approximately 10% equity interest in the
Cort Joint Venture. As additional offering proceeds are raised by the Wells
REIT, it is anticipated that Wells OP will make additional capital contributions
to the Cort Joint Venture, which will be utilized to pay down the Cort Loan and
will increase Wells OP's relative equity interest (and decrease Wells
Development's relative equity interest) in the Cort Joint Venture. Cash flow
distributions payable by the Cort Joint Venture to Wells Development shall be
credited as a purchase price adjustment or paid to the Fund X-XI Joint Venture
at the closing of the acquisition of the Cort JV Interest from Wells
Development, since Wells Development is prohibited from making any profit on the
transaction during the holding period.

At such time as sufficient funds have been raised, either in the Fund X-XI
Joint Venture or the Company, or a combination thereof, to pay off the Cort Loan
on the Cort Furniture Building, the Fund X-XI Joint Venture shall close the
acquisition of the Cort JV Interest. This closing shall take place on or before
July 31, 1999; however, the Fund X-XI Joint Venture has the right to extend the
closing date for two successive periods of six months if sufficient cash has not
been raised to pay off the Cort Loan. At the conclusion of such transaction, the
Fund X-XI Joint Venture will be admitted to the Cort Joint Venture as a joint
venture partner in the place of Wells Development. The ultimate equity
percentage interests in the Cort Joint Venture to be owned by Wells OP and the
Fund X-XI Joint Venture are dependent upon the amount of offering proceeds which
are raised in the future by the Company and by Wells Fund XI and, accordingly,
are indeterminable at this time.

Description of the Cort Furniture Building. The Cort Furniture Building is
a single-story office and warehouse building with 52,000 rentable squire feet
comprised of an 18,000 square foot office and open showroom area and a 34,000
square foot warehouse area. The Cort Furniture Building's foundation is shallow
reinforced concrete spread footings under load bearing columns with floor slabs
consisting of four inch thick reinforced concrete slab. The exterior walls of
the Cort Furniture Building are load bearing concrete tilt-wall panels. The roof
framing is composed of one-half inch thick plywood decking supported by glu-lam
beams and wood joyces. The main entrance of the Cort Furniture Building consists
of covered walkways. The site contains approximately 150 paved parking spaces.
Construction of the Cort Furniture Building was completed in 1975.

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An independent appraisal of the Cort Furniture Building was prepared by
Cushman Wakefield, real estate appraisers and consultants, as of July 1, 1998,
pursuant to which the market value of the land and the leased fee interest in
the Cort Furniture Building subject to the Cort Furniture Lease (described
below) was estimated to be $6,400,000. The value estimate contained in this
appraisal was based upon a number of assumptions, including that the Cort
Furniture Building will continue operating at a stabilized level with Cort
occupying 100% of the rentable areas, and is not necessarily an accurate
reflection of the fair market value of the property. The Cort Joint Venture also
obtained an environmental report prior to closing evidencing that the
environmental condition of the land encompassing the Cort Furniture Building was
satisfactory.

The Cort Furniture Building is located at 10700 Spencer Street on the
southeast corner of Spencer Avenue and Mt. Langley Street adjacent on the south
side to Interstate 405 (with good freeway exposure) located in the City of
Fountain Valley, Orange County, California. The site consists of two parcels of
land totalling approximately 3.65 acres and is located in an established,
built-out industrial pocket within the southeastern region of the city. The site
is located approximately four miles West of the John Wayne Airport.

Fountain Valley is considered an established bedroom community which is
characterized by a family-oriented, affluent resident population. The city is
located on the fringe of one of the county's major regional employment centers.
Most development within the immediate area consists of mid-sized warehouse
distribution facilities, garden office buildings, corporate headquarter
facilities, small incubator industrial parks and various retail showroom
buildings. Fountain Valley encompasses approximately 9.75 square miles and is
considered to be in the stable stage of its life cycle with relatively little
vacant land parcels available for development. While the population of Fountain
Valley as of 1997 was approximately 55,000 residents, Orange County had a
population in excess of 2.6 million. Orange County employs about 10% of the
state's workers despite having only about 8% of the state's population.

The Cort Joint Venture will experience competition for its current tenant
from owners and managers from various other office and warehouse buildings
located in the immediate area of the Cort Furniture Building which could
adversely affect the Cort Joint Venture's ability to retain Cort as a tenant,
and if necessary in the future, to attract and retain other tenants.

The Cort Furniture Lease. The entire 52,000 rentable square feet of the
Cort Furniture Building is currently under a net lease agreement dated October
25, 1988 (The "Cort Furniture Lease") with Cort Furniture Rental Corporation, a
New York corporation ("Cort"). Cort uses the Cort Furniture Building as its
regional corporate headquarters with an attached clearance showroom and
warehouse storage areas. The Cort Furniture Building was originally developed
for and occupied by Mary Kay Cosmetics as their regional corporate headquarters.
In March 1988, the Cort Furniture Building was leased to Cort. Subsequently,
Cort exercised an option to purchase the property in mid-1988. In October 1988,
Cort sold the property to Spencer and leased back the property for a 15 year
term at an initial lease rate of $0.914 per square foot per month (on a triple
net basis).

The Cort Furniture Lease commenced on November 1, 1988 (the "Rental
Commencement Date") and contains a lease term of 15 years expiring on October
31, 2003. Cort has an option to extend the Cort Furniture Lease for an
additional five-year period of time. Such option must be exercised by Cort in a
written notice delivered to the Cort Joint Venture at least one year prior to
the expiration of the then current lease term. In the event that Cort vacates
the Cort Furniture Building at the expiration of its current lease term, the
Cort Joint Venture would be required to find one or more suitable tenants for
the Cort Furniture Building at the then prevailing market rental rates.

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, including 109 rental showrooms, 72 clearance centers and 72
distribution centers. The obligations of Cort under the Cort Furniture Lease are
guaranteed

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by Cort Business Services, which reported net income of in excess of $22 million
on total consolidated revenue of in excess of $287 million, and reported a net
worth of in excess of $149 million for its fiscal year ended December 31, 1997.

The monthly base rent payable under the Cort Furniture Lease is $63,247
through April 30, 2001 at which time the monthly base rent will be increased 10%
to $69,574 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 Furniture 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. Under the Cort Furniture lease, Cort is responsible for all
utilities, taxes, insurance and other operating costs with respect to the Cort
Furniture Building during the term of the Cort Furniture Lease. The estimated
annual real estate taxes on the Cort Furniture Building are $38,040. The Cort
Joint Venture, as landlord, is responsible for the maintenance and repair of the
structural portions of the exterior walls and the foundation of the Cort
Furniture Building, but shall not include painting or installing, maintaining or
repairing wall or floor coverings.

Under the terms of the Cort Furniture Lease, the Cort Joint Venture is
responsible for carrying and maintaining liability insurance covering the leased
premises including claims for personal injury, death, property damage and
product liability, in single limit amounts of not less than $1,000,000. The
insurance against property damage to the Cort Furniture Building shall be in an
amount not less than 100% of the actual replacement value of the building and
improvements thereto. The cost of said insurance is billed on a monthly basis to
the tenant. Cort is required to maintain property insurance for its personal
property on the premises, including all inventory, equipment, fixtures and
tenant improvements that have not become a part of the premises, in an amount
equal to the full replacement value of such personal property. Pursuant to the
terms of the Cort Loan, the Cort Joint Venture is required to carry and maintain
earthquake insurance on the Cort Furniture Building for the full replacement
value of the building. Management believes that the Cort Furniture Building is
adequately insured against loss for property damage, personal injury and deaths
of persons in or about the premises.

Property Management Fees

Iomega Building. Wells Management Company, Inc. ("Wells Management"), an
Affiliate of the Advisor and the Company, has been retained to manage and lease
all of the properties currently owned by the IX-X-XI-REIT Joint Venture,
including the Iomega Building. While Wells Fund XI and the Company are
authorized to pay aggregate management and leasing fees to Wells Management in
the amount of 4.5% of gross revenues, 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. Since, as of August 1, 1998, Wells Fund IX
and Wells Fund X held an aggregate 89.4% ownership percentage interest in the
IX-X-XI-REIT Joint Venture, while Wells Fund XI and the Company held an
aggregate 10.6% ownership percentage interest in the IX-X-XI-REIT Joint Venture,
89.4% of the gross revenues of the IX-X-XI-REIT Joint Venture are subject to a
6% property management and leasing fee, while 10.6% of the gross revenues of the
IX-X-XI-REIT Joint Venture are subject to a 4.5% property management and leasing
fee.

Fairchild and Cort Furniture Buildings. Wells Management has also been
retained to manage and lease the Fairchild Building and the Cort Furniture
Building. The Fremont Joint Venture and the Cort Joint Venture shall each pay
4.5% of gross revenues of these buildings to Wells Management for property
management and leasing services.

-9-

Management's Discussion and Analysis of Financial Condition and Results of
Operation

The information contained on page 46 in the "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" section of the
Prospectus is revised as of the date of this Supplement by the deletion of the
first paragraph of that section and the insertion of the following paragraph in
lieu thereof:

The Company commenced operations on June 5, 1998, upon the
acceptance of subscriptions for the minimum offering of $1,250,000
(125,000 Shares). As of August 10, 1998, the Company had raised a total of
$5,739,061 in offering proceeds (573,906 Shares). After the payment of
$200,867 in acquisition and advisory fees and acquisition expenses, the
payment of $717,382 in selling commissions and organizational and offering
expenses, capital contributions of $1,421,466 to the IX-X-XI-REIT Joint
Venture, capital contributions of $995,480 to the Fremont Joint Venture
and capital contributions of $168,000 to the Cort Joint Venture, as of
August 10, 1998, the Company was holding net offering proceeds of
$2,235,866 available for investment in additional properties.

Financial Statements

The financial statements of the Iomega Building, the Fairchild Building
and the Cort Furniture Building for the year ended December 31, 1997, included
herein as Appendix I to this Supplement No. 3, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein upon the authority of said firm as
experts in giving said reports. The pro forma financial information for Wells
Real Estate Investment Trust, Inc. for the year ended December 31, 1997 and for
the six month period ended June 30, 1998, and the financial statements of the
Iomega Building, the Fairchild Building and the Cort Furniture Building for the
six month period ended June 30, 1998, which are included in Appendix I to this
Supplement No. 3, have not been audited.

-10-

APPENDIX F

INDEX TO FINANCIAL STATEMENTS

Page
----

Iomega Building
Audited Financial Statements
Report of Independent Public Accountants                               F-1
Statement of Revenues Over Certain Operating Expenses for
the year ended December 31, 1997 (Audited) and for the six
months ended June 30, 1998 (Unaudited)                                 F-2
Notes to Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1997 (Audited) and for the
six months ended June 30, 1998 (Unaudited)                             F-3

Cort Furniture Building
Audited Financial Statements
Report of Independent Public Accountants                               F-5
Statement of Revenues Over Certain Operating Expenses for
the year ended December 31, 1997 (Audited) and for the six
months ended June 30, 1998 (Unaudited)                                 F-6
Notes to Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1997 (Audited) and for the six
months ended June 30, 1998 (Unaudited)                                 F-7

Fairchild Building
Audited Financial Statements
Report of Independent Public Accountants                               F-9
Statement of Revenues Over Certain Operating Expenses for
the year ended December 31, 1997 (Audited) and for the six
months ended June 30, 1998 (Unaudited)                                F-10
Notes to Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1997 (Audited) and for the six
months ended June 30, 1998 (Unaudited)                                F-11

Wells Real Estate Investment Trust, Inc.
Unaudited Pro Forma Financial Statements
Summary of Unaudited Pro Forma Financial Statements                   F-13
Pro Forma Balance Sheet as of June 30, 1998                           F-14
Pro Forma Statement of Income (Loss) for the year ended
December 31, 1997                                                     F-15
Pro Forma Statement of Income for the six months ended 
June 30, 1998                                                         F-16

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund XI, L.P. and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the IOMEGA BUILDING for the year ended December 31, 1997. 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 generally accepted auditing standards.
Those 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 Iomega
Building after acquisition by Fund IX, X, XI, and REIT Joint Venture (a joint
venture between Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P.,
Wells Real Estate Fund XI, L.P. and Wells Operating Partnership, L.P.). 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
Iomega 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 Iomega Building for the year ended December 31, 1997 in
conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 6, 1998

F-1

IOMEGA BUILDING

STATEMENTS OF REVENUES OVER CERTAIN

OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1997

AND FOR THE SIX MONTHS ENDED JUNE 30, 1998

1997         1998
========     ========
(Unaudited)

RENTAL REVENUES                                         $552,828     $276,414

OPERATING EXPENSES, net of reimbursements                 (1,426)       9,750
--------     --------
REVENUES OVER CERTAIN OPERATING EXPENSES                $554,254     $266,664
========     ========

The accompanying notes are an integral part of these statements.

F-2

IOMEGA BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1997

AND FOR THE SIX MONTHS ENDED JUNE 30, 1998

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

On July 1, 1998, Wells Real Estate Fund X, L.P. ("Fund X") contributed a
single-story warehouse and office building with 108,000 rentable square
feet (the "Iomega Building") to the Fund IX, Fund X, Fund XI, and REIT
Joint Venture ("IX-X-XI-REIT Joint Venture") (a Georgia joint venture) as
a capital contribution. Fund X was credited with making a capital
contribution to the IX-X-XI-REIT Joint Venture in the amount of
$5,050,425, which represents the purchase price of $5,025,000 plus
acquisition expenses of $25,425 originally paid by Fund X for the Iomega
Building on April 1, 1998. As of August 1, 1998, Fund X had made total
capital contributions to the IX-X-XI-REIT Joint Venture of $18,410,965 and
held an equity percentage interest in the IX-X-XI-REIT Joint Venture of
49.9%; Wells Real Estate Fund IX, L.P. had made total capital
contributions to the IX-X-XI-REIT Joint Venture of $14,571,686 and held an
equity percentage interest in the IX-X-XI-REIT Joint Venture of 39.5%;
Wells Operating Partnership, L.P. had made total capital contributions to
the IX-X-XI-REIT Joint Venture of $1,421,466 and held an equity percentage
interest in the IX-X-XI-REIT Joint Venture of 3.9%; and Wells Real Estate
Fund XI, L.P. had made total capital contributions to the IX-X-XI-REIT
Joint Venture of $2,482,810 and held an equity percentage interest in the
IX-X-XI-REIT Joint Venture of 6.7%.

The building is 100% occupied by one tenant with a ten year lease term
that expires on July 31, 2006. The monthly base rent payable under the
lease is $40,000 through November 12, 1999. Beginning on the 40th and 80th
months of the lease term, the monthly base rent payable under the lease
will be increased to reflect an amount equal to 100% of the increase in
the Consumer Price Index (as defined in the lease) 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 annum, compounded annually, on a cumulative basis from the beginning
of the lease term. The lease is a triple net lease, whereby the terms
require the tenant to reimburse the IX-X-XI-REIT Joint Venture for certain
operating expenses, as defined in the lease, related to the building.

Rental Revenues

Rental income from the lease is recognized on a straight-line basis over
the life of the lease.

F-3

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 and
management fees, not comparable to the operations of the Iomega Building
after acquisition by the IX-X-XI REIT Joint Venture.

F-4

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund XI, L.P. and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the CORT FURNITURE BUILDING for the year ended December 31, 1997.
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 generally accepted auditing standards.
Those 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 Cort
Furniture Building after acquisition by the Cort Joint Venture (a joint venture
between Wells Operating Partnership, L.P. and Wells Development Corporation).
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 Cort Furniture 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 Cort Furniture Building for the year ended December 31, 1997 in
conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 6, 1998

F-5

CORT FURNITURE BUILDING

STATEMENTS OF REVENUES OVER CERTAIN

OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1997

AND FOR THE SIX MONTHS ENDED JUNE 30, 1998

1997         1998
========     ========
(Unaudited)

RENTAL REVENUES                                         $771,618     $385,809

OPERATING EXPENSES                                        16,408        4,104
--------     --------
REVENUES OVER CERTAIN OPERATING EXPENSES                $755,210     $381,705
========     ========

The accompanying notes are an integral part of these statements.

F-6

CORT FURNITURE BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1997

AND FOR THE SIX MONTHS ENDED JUNE 30, 1998

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

The Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
partnership organized to own and operate properties on behalf of the Wells
Real Estate Investment Trust, Inc, entered into a Joint Venture Agreement
known as Wells/Orange County Associates ("Cort Joint Venture") with Wells
Development Corporation. On July 31, 1998, the Cort Joint Venture acquired
the Cort Furniture Building, a 52,000-square-foot warehouse and office
building located in Fountain Valley, California, for a purchase price of
$6,400,000 plus acquisition expenses of approximately $150,000. The Cort
Joint Venture used the $1,668,000 aggregate capital contributions
described below to partially fund the purchase of the Cort Furniture
Building. The Cort Joint Venture obtained a loan in the amount of
$4,875,000 from NationsBank, N.A., the proceeds of which were used to fund
the remainder of the cost of the Cort Furniture Building (the "Cort
Loan"). The Cort Loan matures on July 31, 1999 (the "Cort Maturity Date"),
unless the Cort Joint Venture exercises its option to extend the Cort
Maturity Date to January 31, 2000. The interest rate on the Cort Loan is a
variable rate per annum equal to the rate appearing on Telerate Page 3750
as the LIBOR Rate for 30-day period plus 220 basis points.

The building is 100% occupied by one tenant with a 15-year lease term that
commenced on November 1, 1988 and expires on October 31, 2003. The monthly
base rent payable under the lease is $63,247 through April 30, 2001 at
which time the monthly base rent will be increased 10% to $69,574 for the
remainder of the lease term. The lease is a triple net lease, whereby the
terms require the tenant to reimburse the Cort Joint Venture for certain
operating expenses, as defined in the lease, related to the building.

Acquisition of the Cort Joint Venture Interest

Wells Real Estate Fund XI, L.P. ("Wells Fund XI") entered into a Joint
Venture Agreement with Wells Real Estate Fund X, L.P. ("Wells Fund X")
known as Fund X and Fund XI Associates ("Fund X-XI Joint Venture") for the
purpose of the acquisition, ownership, leasing, operation, sale and
management of real properties, and interests in real properties, including
but not limited to, the acquisition of equity interests in the Cort Joint
Venture.

F-7

On July 30, 1998, the Fund X-XI Joint Venture entered into an Agreement
for the Purchase and Sale of Joint Venture Interest (the "Cort JV
Contract") with Wells Development. Pursuant to the Cort JV Contract, the
Fund X-XI Joint Venture contracted to acquire Wells Development's interest
in the Cort Joint Venture (the "Cort JV Interest") which, at closing, will
result in the Fund X-XI Joint Venture becoming a joint venture partner
with Wells OP in the ownership of the Cort Furniture Building. Wells Fund
X, Wells OP and Wells Development are all affiliates of Wells Fund XI.

At the time of entering into the Cort JV Contract, the Fund X-XI Joint
Venture delivered $1,500,000 to Wells Development as an earnest money
deposit (the "Cort Earnest Money"). Wells Fund XI contributed $750,000 of
the Cort Earnest Money as a capital contribution to the Fund X-XI Joint
Venture and, as of July 31, 1998, held an equity percentage interest in
the Fund X-XI Joint Venture of 50%; and Wells Fund X contributed $750,000
of the Cort Earnest Money as a capital contribution to the Fund X-XI Joint
Venture and, as of July 31, 1998, held an equity percentage interest in
the Fund X-XI Joint Venture of 50%. Wells Development contributed the Cort
Earnest Money it received from the Fund X-XI Joint Venture to the Cort
Joint Venture as its initial capital contribution, and Wells OP
simultaneously contributed $168,000 to the Cort Joint Venture as its
initial capital contribution.

Cash flow distributions allocable by the Cort Joint Venture to Wells
Development will be credited as a purchase price adjustment or paid to the
Fund X-XI Joint Venture at the closing of the acquisition of the Cort JV
Interest from Wells Development since Wells Development is prohibited from
making any profit on the transaction during the holding period. The Fund
X-XI Joint Venture will have no property rights in the Cort Building prior
to closing nor any potential liability on the Cort Loan, which will be
paid off prior to closing.

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 interest,
depreciation, and management fees, not comparable to the operations of the
Cort Furniture Building after acquisition by the Cort Joint Venture.

F-8

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Fund XI, L.P. and
Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying statement of revenues over certain operating
expenses for the FAIRCHILD BUILDING for the year ended December 31, 1997. 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 generally accepted auditing standards.
Those 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
Fairchild Building after acquisition by the Fremont Joint Venture (a joint
venture between Wells Operating Partnership, L.P. and Wells Development
Corporation). 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 Fairchild 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 Fairchild Building for the year ended December 31, 1997 in
conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
August 6, 1998

F-9

FAIRCHILD BUILDING

STATEMENTS OF REVENUES OVER CERTAIN

OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1997

AND FOR THE SIX MONTHS ENDED JUNE 30, 1998

1997         1998
========     ========
(Unaudited)

RENTAL REVENUES                                         $220,090     $440,178

OPERATING EXPENSES                                        67,573       10,420
--------     --------
REVENUES OVER CERTAIN OPERATING EXPENSES                $152,517     $429,758
========     ========

The accompanying notes are an integral part of these statements.

F-10

FAIRCHILD BUILDING

NOTES TO STATEMENTS OF REVENUES

OVER CERTAIN OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 1997

AND FOR THE SIX MONTHS ENDED JUNE 30, 1998

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Real Estate Property Acquired

The Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
partnership organized to own and operate properties on behalf of the Wells
Real Estate Investment Trust, Inc., entered into a Joint Venture Agreement
known as Wells/Fremont Associates ("Fremont Joint Venture") with Wells
Development Corporation. On July 21, 1998, the Fremont Joint Venture
acquired the Fairchild Building, a 58,424-square-foot warehouse and office
building located in Fremont, California, for a purchase price of
$8,900,000 plus acquisition expenses of approximately $60,000. The Fremont
Joint Venture used the $2,995,480 aggregate capital contributions
described below to partially fund the purchase of the Fairchild Building.
The Fremont Joint Venture obtained a loan in the amount of $5,960,000 from
NationsBank, N.A., the proceeds of which were used to fund the remainder
of the cost of the Fairchild Building (the "Fairchild Loan"). The
Fairchild Loan matures on July 21, 1999 (the "Fairchild Maturity Date"),
unless the Fremont Joint Venture exercises its option to extend the
Fairchild Maturity Date to January 21, 2000. The interest rate on the
Fairchild Loan is a variable rate per annum equal to the rate appearing on
Telerate Page 3750 as the LIBOR Rate for a 30-day period plus 220 basis
points.

The building is 100% occupied by one tenant with a seven-year lease term
that commenced on December 1, 1997 (with an early possession date of
October 1, 1997) and expires on November 30, 2004. The monthly base rent
payable under the lease is $68,128 with a 3% increase on each anniversary
of the commencement date. The lease is a triple net lease, whereby the
terms require the tenant to reimburse Wells/Fremont for certain operating
expenses, as defined in the lease, related to the building. Prior to
October 1, 1997, the building was unoccupied and all operating expenses
were paid by the former owner of the Fairchild Building.

Acquisition of the Fremont Joint Venture Interest

Wells Real Estate Fund XI, L.P. ("Wells Fund XI") entered into a Joint
Venture Agreement with Wells Real Estate Fund X, L.P. ("Wells Fund X")
known as Fund X and Fund XI Associates ("Fund X-XI Joint Venture") for the
purpose of the acquisition, ownership, leasing, operation, sale and
management of real properties, and interests in real properties, 

F-11

including but not limited to, the acquisition of equity interests in the
Fremont Joint Venture.

On July 17, 1998, the Fund X-XI Joint Venture entered into an Agreement
for the Purchase and Sale of Joint Venture Interest (the "Fremont JV
Contract") with Wells Development. Pursuant to the Fremont JV Contract,
the Fund X-XI Joint Venture contracted to acquire Wells Development's
interest in the Fremont Joint Venture (the "Freemont JV Interest") which,
at closing, will result in the Fund X-XI Joint Venture becoming a joint
venture partner with Wells OP in the ownership of the Fairchild Building.
Wells Fund X, Wells OP and Wells Development are all affiliates of Wells
Fund XI.

At the time of the entering into the Fremont JV Contract, the Fund X-XI
Joint Venture delivered $2,000,000 to Wells Development as an earnest
money deposit (the "Fremont Earnest Money"). Wells Fund XI contributed
$1,000,000 of the Fremont Earnest Money as a capital contribution to the
Fund X-XI Joint Venture and, as of July 21, 1998, held an equity
percentage interest in the Fund X-XI Joint Venture of 50%; and Wells Fund
X contributed $1,000,000 of the Fremont Earnest Money as a capital
contribution to the Fund X-XI Joint Venture and, as of July 21, 1998, held
an equity percentage interest in the Fund X-XI Joint Venture of 50%. Wells
Development contributed the Fremont Earnest Money it received from the
Fund X-XI Joint Venture to the Fremont Joint Venture as its initial
capital contribution, and Wells OP simultaneously contributed $995,480 to
the Fremont Joint Venture as its initial capital contribution.

Cash flow distributions allocable by the Fremont Joint Venture to Wells
Development will be credited as a purchase price adjustment or paid to the
Fund X-XI Joint Venture at the closing of the acquisition of the Fremont
JV Interest from Wells Development since Wells Development is prohibited
from making any profit on the transaction during the holding period. The
Fund X-XI Joint Venture will have no property rights in the Fairchild
Building prior to closing nor any potential liability on the Fairchild
Loan, which will be paid off prior to closing.

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 interest,
depreciation, and management fees, not comparable to the operations of the
Fairchild Building after acquisition by Wells/Fremont.

F-12

WELLS REAL ESTATE INVESTMENT TRUST, INC.

(Unaudited Pro Forma Financial Statements)

The following unaudited pro forma balance sheet as of June 30, 1998 and the pro
forma statements of (loss) income for the year ended December 31, 1997 and six
months ended June 30, 1998 have been prepared to give effect to the following
transaction as if each occurred as of June 30, 1998 with respect to the balance
sheet and on January 1, 1997 with respect to the statements of (loss) income :
(i) Wells Real Estate Investment Trust, Inc.'s adjusted equity interest in the
Fund IX, Fund X, Fund XI, and REIT Joint Venture ("Joint Venture") (a joint
venture between Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P.,
Wells Real Estate Fund XI, L.P., and Wells Operating Partnership, L.P. and
formerly Fund IX--Fund X Associates) after giving effect to the Joint Venture's
acquisition of the Lucent Building and the contribution by Wells Real Estate
Fund X, L.P. of the Iomega Building to the Joint Venture; (ii) the acquisition
of the Cort Furniture Building by Wells/Orange County Associates (a joint
venture between Wells Operating Partnership, L.P. and Wells Development
Corporation), and (iii) the acquisition of the Fairchild Building by
Wells/Fremont Associates (a joint venture between Wells Operating Partnership,
L.P. and Wells Development Corporation).

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 acquisition been consummated at
the beginning of the period presented.

The pro forma financial statements are based on available information and
certain assumptions that management believes are reasonable. Final adjustments
may differ from the pro forma adjustments herein.

F-13

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

JUNE 30, 1998

(Unaudited)

Pro Forma Adjustments
Wells      ----------------------------------
Real Estate                        Cort
Investment     Fairchild         Furniture           Pro Forma
Trust, Inc.    Building          Building              Total
===========   ===============   ================    ===========

ASSETS:
Investment in joint venture                           $ 1,472,065   $ 1,039,082(a)    $   175,001(d)      $ 2,686,148
Cash and cash equivalents                               1,112,656      (995,480)(b)      (117,176)(e)               0
Deferred project costs                                     34,651       (34,651)(c)             0                   0
Deferred offering costs                                   604,201             0                 0             604,201
Due from affiliates                                        15,307             0                 0              15,307
Prepared expenses and other assets                         10,000             0                 0              10,000
-----------   ---------------   ----------------    -----------
Total assets                                        3,248,880         8,951            57,825           3,315,656
===========   ===============   ================    ===========
LIABILITIES:
Sales commission payable                                   33,675             0                 0              33,675
Due to affiliate                                          655,160         8,951(c)         57,825(e,f)        721,936
-----------   ---------------   ----------------    -----------
Total liabilities                                     688,835         8,951            57,825             755,611
-----------   ---------------   ----------------    -----------
MINORITY INTEREST OF UNIT HOLDER IN
OPERATING PARTNERSHIP                                     200,000             0                 0             200,000
-----------   ---------------   ----------------    -----------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 40,000,000 shares
authorized, 268,459 shares issued and outstanding         2,685             0                 0               2,685
Additional paid-in capital                              2,346,461             0                 0           2,346,461
Retained earnings                                          10,899             0                 0              10,899
-----------   ---------------   ----------------    -----------
Total shareholder's equity                          2,360,045             0                 0           2,360,045
-----------   ---------------   ----------------    -----------
Total liabilities and shareholder's equity        $ 3,248,880   $     8,951       $    57,825         $ 3,315,656
===========   ===============   ================    ===========

(a)   Reflects Wells Operating Partnership, L.P.'s contribution to
Wells/Fremont Associates.

(b)   Reflects Wells Operating Partnership, L.P.'s portion of the
$8,900,000 purchase price related to the Fairchild Building.

(c)   Reflects deferred project costs allocated to Wells Operating
Partnership, L.P.'s investment in Wells/Fremont Associates

(d)   Reflects Wells Operating Partnership, L.P.'s contribution to
Wells/Orange County Associates.

(e)   Reflects Wells Operating Partnership, L.P.'s portion of the
$6,400,000 purchase price related to the Cort Furniture
Building.

(f)   Reflects deferred project costs allocated to Wells Operating
Partnership, L.P.'s investment in Wells/Orange County
Associates.

F-14

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 1997

(Unaudited)

Pro Forma Adjustments
Wells     -----------------------------------------------
Real Estate  Fund IX, Fund X,                      Cort           Pro
Investment   Fund XI and REIT   Fairchild       Furniture        Forma
Trust, Inc.    Joint Venture    Building         Building        Total
===========  ================   =============   ============   ========= 

REVENUES:                                                                    
Equity in income (loss) of joint venture      $0          $  12,341(a)     $(203,458)(b)   $  18,252(c)   $(172,865)

EXPENSES                                         0                  0                0               0              0
===========  ================   =============   ============   ========= 
NET INCOME (LOSS)                               $0          $  12,341        $(203,458)      $  18,252      $(172,865)
===========  ================   =============   ============   ========= 

INCOME (LOSS) PER SHARE (basic and diluted)     $0          $  123.41        $(2,034.58)     $  182.52      $(1,728.65)
===========  ================   =============   ============   ========= 

(a)   Reflects Wells Operating Partnership, L.P.'s 3.9% equity in
earnings of Fund IX, Fund X, Fund XI, and REIT Joint Venture
which totaled $316,445 after giving effect to the contribution
by Wells Real Estate Fund X of the Iomega Building to the
Joint Venture. The pro forma adjustments result from rental
revenues less operating expenses, management fees, and
depreciation expense.

(b)   Reflects Wells Operating Partnership, L.P.'s 33.3% equity in
net loss of Wells/Fremont Associates which totaled $610,374.
The pro forma adjustments result from rental revenues less
operating expenses, management fees, depreciation, and
interest expense.

(c)   Reflects Wells Operating Partnership, L.P.'s 10% equity in
earnings of Wells/Orange County Associates which totaled
$182,520. The pro forma adjustments result from rental
revenues less operating expenses, management fees,
depreciation, and interest expense.

F-15

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 1998

(Unaudited)

Pro Forma Adjustments
--------------------------------------------
Wells          Fund IX,
Real Estate   Fund X, Fund XI,                     Cort        Pro
Investment     and REIT Joint     Fairchild     Furniture     Forma
Trust, Inc.       Venture          Building      Building     Total
===========   ================   ===========   ===========   =======

REVENUES:
Equity in income of joint ventures     $  6,631        $33,348(a)      $12,201(b)     $9,848(c)   $62,028
Interest income                           4,286              0               0             0        4,286
-----------   ----------------   -----------   -----------   -------
10,917         33,348          12,201         9,848       66,314

EXPENSES:
Office expense                               18              0               0             0           18
-----------   ----------------   -----------   -----------   -------
NET INCOME                                  $10,899        $33,348         $12,201        $9,848      $66,296
===========   ================   ===========   ===========   =======

EARNINGS PER SHARE (basic and diluted)        $0.04          $0.12           $0.05         $0.04        $0.25
===========   ================   ===========   ===========   =======

(a)   Reflects Wells Operating Partnership, L.P.'s 3.9% equity in
earnings of Fund IX, Fund X, Fund XI, and REIT Joint Venture
which totaled $855,066 after giving effect to the Joint
Venture's acquisition of the Lucent Building and the
contribution by Wells Real Estate Fund X of the Iomega
Building to the Joint Venture.. The pro forma adjustments
result from rental revenues less operating expenses,
management fees, depreciation, and amortization.

(b)   Reflects Wells Operating Partnership, L.P.'s 33.3% equity in
earnings of Wells/Fremont Associates which totaled $36,606.
The pro forma adjustments result from rental revenues less
operating expenses, management fees, depreciation, and
interest expense.

(c)   Reflects Wells Operating Partnership, L.P.'s 10% equity in
earnings of Wells/Orange County Associates which totaled
$98,480. The pro forma adjustments result from rental revenues
less operating expenses, management fees, depreciation, and
interest expense.

F-16

WELLS REAL ESTATE INVESTMENT TRUST, INC.

SUPPLEMENT NO. 6 DATED JANUARY 15, 1999 TO THE PROSPECTUS
DATED JANUARY 30, 1998     

This document supplements, and should be read in conjunction with, the
Prospectus of Wells Real Estate Investment Trust, Inc. dated January 30, 1998,
as supplemented and amended by Supplement No. 1 dated April 20, 1998, Supplement
No. 2 dated June 30, 1998, Supplement No. 3 dated August 12, 1998, Supplement
No. 4 dated November 1, 1998 and Supplement No. 5 dated December 14, 1998
(collectively, the "Prospectus").  This Supplement No. 6 supersedes Supplement
No. 4 and Supplement No. 5.  Unless otherwise defined herein, 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 of common stock in Wells
Real Estate Investment Trust, Inc. (the "Company");

(2)  Revisions to the "Investor Suitability Standards" and "Plan of
Distribution" sections of the Prospectus;

(3)  Revisions to the "Legal Matters" and "Conflicts of Interest -Lack
of Separate Representation" sections of the Prospectus;

(4)  Contract for an undivided interest in a 7.25 acre tract of land
located in Knox County, Tennessee (the "Associates Property") with Wells
Development Corporation ("Wells Development"), an Affiliate of the Advisor, and
the proposed construction and development of an office building thereon;

(5)  The acquisition of an office building in Tampa, Hillsborough
County, Florida within the Sunforest Business Park;

(6)  The status of the ABB Building;

(7)  The status of the Cort Furniture Building;

(8)  The status of the Fairchild Building;

(9)  Revisions to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the Prospectus; and

(10) Pro Forma Balance Sheet included as Appendix I.

STATUS OF THE OFFERING

Pursuant to the Prospectus, the offering of shares in the Company commenced
on January 30, 1998.  The Company commenced operations on June 5, 1998, upon the
acceptance of subscriptions for the minimum offering of $1,250,000 (125,000
shares).  As of January 10, 1999, the Company had raised a total of $32,484,200
in offering proceeds (3,248,420 shares).

INVESTOR SUITABILITY STANDARDS

The information contained on page 15 in the "Investor Suitability
Standards" section of the Prospectus, as amended in Supplement No. 1 to the
Prospectus, is revised and amended as of the date of this Supplement by the
deletion of the fourth full paragraph of that section and the insertion of the
following paragraph in lieu thereof:

The minimum purchase is 100 shares ($1,000) (except in certain states
and as otherwise described below).  No transfers will be permitted of less
than the minimum required purchase, nor (except in very limited
circumstances) may an investor transfer, fractionalize or subdivide such
shares so as to retain less

than such minimum number thereof.  For purposes of satisfying the minimum
investment requirement for Retirement Plans, unless otherwise prohibited by
state law, a husband and wife may jointly contribute funds from their
separate Individual Retirement Accounts ("IRAs"), provided that each such
contribution is made in increments of at least $100.  It should be noted,
however, that an investment in the Company will not, in itself, create a
Retirement Plan for any investor and that in order to create a Retirement
Plan, an investor must comply with all applicable provisions of the Code.
Except in Maine, Minnesota and Washington, investors who have satisfied the
minimum purchase requirements and have purchased units in Prior Wells
Public Programs or units or shares in other public real estate programs may
purchase less than the minimum number of shares set forth above, but in no
event less than 2.5 shares ($25).  The minimum purchase for New York
investors is 250 shares ($2,500); however, the minimum investment for New
York IRAs is 100 shares ($1,000).  After an investor has purchased the
minimum investment, any additional investments must be made in increments
of at least 2.5 shares ($25), except for (i) those made by investors in
Maine, who must still meet the minimum investment requirement for Maine
residents of $1,000 for IRAs and $2,500 for non-IRAs, (ii) purchases of
shares pursuant to the Reinvestment Plan or reinvestment plans of other
public real estate programs, which may be in lesser amounts, and (iii) the
minimum purchase requirement for Minnesota investors other than IRAs and
Qualified Plans of 250 shares ($2,500), and the minimum purchase
requirement for Minnesota IRAs and Qualified Plans of 200 shares ($2,000).

LACK OF SEPARATE REPRESENTATION

The information contained on page 23 in the "Conflicts of Interest" section
of the Prospectus under the heading "Lack of Separate Representation" shall be
amended by inserting the following paragraph:

The firm of Hunton & Williams ceased acting as counsel to the Company,
the Advisor and their Affiliates immediately following the effective date
of the Prospectus.  Holland & Knight LLP has served as counsel to the
Company since the effective date of the Prospectus.  Holland & Knight LLP
also serves as counsel to the Advisor, the Dealer Manager 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 Company, the Advisor, the Dealer Manager or their
Affiliates, the Advisor may be required to cause the Company to retain
separate counsel for such matters.

CONTRACT BETWEEN WELLS DEVELOPMENT AND WELLS OPERATING PARTNERSHIP, L.P. FOR
ASSOCIATES PROPERTY

Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
partnership organized to own and operate properties on behalf of the Company,
entered into an Agreement for the Purchase and Sale of Property (the "Purchase
Agreement") with Wells Development dated September 15, 1998 for the purchase of
an undivided interest in the Associates Property.  The purchase price to be paid
by Wells OP for its undivided interest shall be $1,650,000 representing a 55%
undivided interest in the Associates Property.  Simultaneously, Wells
Development entered into another Agreement for the Purchase and Sale of Property
for the remaining undivided interest with Beaver Ruin-ARC Way, Ltd. and Carter
Boulevard, Ltd., both Georgia limited partnerships affiliated with the Advisor
(collectively referred to as "Beaver/Carter").  The purchase price of the
undivided interest to be acquired by Beaver/Carter shall be $1,350,000
representing a 45% undivided interest in the Associates Property.  Beaver/Carter
has paid $1,350,000 to Wells Development as an earnest money deposit pursuant to
its contract, and is scheduled to close on its 45% undivided interest on or
before January 19, 1999.  Wells Development will use the earnest money deposit
received from Beaver/Carter, along with a loan in the amount of $4,500,000 from
First Capital Bank (as described below), to partially fund the purchase and
development of the Associates Property.  It is currently anticipated that Wells
OP will close on its 55% undivided interest at such time as Wells Development
has expended the $1,350,000 earnest money deposit and $4,500,000 in loan
proceeds.  Wells Development shall not make any profit or incur any loss in
connection with this transaction.  At closing, Wells OP shall pay the purchase
price for its 55% undivided interest in cash or execute a promissory note for
any unfunded portion of the purchase price.

At closing, Wells OP shall deliver to Wells Development a closing
statement, a Tenancy-in-Common Agreement, and such other documents as may be
reasonably required by Wells Development in order to effectuate the transaction.
Wells OP's obligation to close on the undivided interest is conditioned upon the
following events:

2

.    Wells OP shall have available to it at the date of closing sufficient
proceeds available for investment in properties to fund the purchase
price;

.    all the representations and warranties set forth in the Purchase
Agreement shall be true and correct in all material respects on the
date of closing;

.    the receipt by Wells OP of an acceptable appraisal for the property;

.    the receipt by Wells OP of evidence reasonably satisfactory to it that
the property is free of any Hazardous Materials;

.    the receipt of evidence that Associates Housing Finance, LLC has
executed an acceptable lease in connection with the Associates
Property;

.    the execution of a Tenancy-in-Common Agreement with Beaver/Carter in
form and substance reasonably satisfactory to Wells OP;

.    evidence that the transaction contemplated by the Beaver/Carter
agreement has closed; and

.    a policy of title insurance insuring Wells OP's undivided interest in
the Associates Property.

TENANCY-IN-COMMON

Tenancy-in-Common Agreement.  At or near the date that Wells OP closes the
---------------------------                                               
acquisition of its undivided interest in the Associates Property, Wells OP will
enter into a Tenancy-in-Common Agreement with Beaver/Carter or assume the
obligations of Wells Development under a Tenancy-in-Common Agreement with
Beaver/Carter.  This Tenancy-in-Common Agreement will set forth the rights of
the parties with regard to their co-ownership of the Associates Property
including, but not limited to, the contribution of funds for the payment of
expenses required in connection with the ownership and management of the
property.  While the Tenancy-in-Common Agreement to be entered into with
Beaver/Carter has not yet been prepared, it is anticipated that such agreement
may contain a right of first refusal or buy-sell provision which would allow
either party to require the other party to sell its interest in the Associates
Property upon the happening of certain events.  In the event that the Tenancy-
in-Common Agreement does contain such a right of first refusal or buy-sell
provision, the Company may be unable to finance any such buy-out right at the
required time.  Further, in the event that such Tenancy-in-Common Agreement
fails to grant the Company the power to control property decisions, an impasse
could be reached on matters pertaining to the ownership or operation of the
Associates Property, which may have a detrimental impact on the success of this
property.

Co-Tenancy Risks.  Due to the nature of a co-tenancy interest, it may be
----------------                                                        
difficult for the Company to sell its co-tenancy interest in the Associates
Property.  Further, ownership of properties in co-tenancies involves certain
risks not otherwise present, including the possibility that the co-tenant in the
investment might become bankrupt, that the co-tenant may be in a position to
take action contrary to the Company's policies or objectives, or that the co-
tenant may have economic or business interests or goals which are inconsistent
with the business interests and goals of the Company.  It should be noted in
this regard that Beaver/Carter obtained the proceeds used to invest in the
Associates Property from a sale of another property in a transaction intended to
qualify as a tax free like-kind exchange.  Accordingly, Beaver/Carter has a
relatively low tax basis in its interest in the Associates Property and may not
desire to sell the Associates Property at the same time as the Company desires
to sell the Associates Property.

THE ASSOCIATES PROPERTY

Purchase of the Associates Property.  Wells Development entered into a Real
-----------------------------------                                        
Estate Option Agreement for Lot 10 dated June 21, 1998 and a Real Estate Option
Agreement for Lot 11 dated April 22, 1998, (collectively, the "Option
Agreement") with The Development Corporation of Knox County, a Tennessee
nonprofit corporation (the "Seller").  The Option Agreement provided Wells
Development the option to purchase the Associates Property for

3

a purchase price of $130,000 per acre.  The Seller is not affiliated with the
Company or its Advisor.  Wells Development exercised the options pursuant to the
Option Agreement and acquired the Associates Property on October 7, 1998 for a
purchase price of $812,500 reflecting a site preparation discount of $130,000.
In connection with the closing of the acquisition of the Associates Property,
Wells Development paid title insurance premiums of $2,400 and other
miscellaneous closing costs of $3,245.

Wells Development entered into a Development Agreement (as hereinafter
described) for the construction of a one-story office building containing
approximately 71,400 rentable square feet to be erected on the Associates
Property (the "Project").  Wells Development entered into a Lease Agreement (the
"Associates Lease") with Associates Housing Finance, LLC ("Associates") pursuant
to which Associates agreed to lease 50,000 rentable square feet of the Project
upon its completion.

An independent appraisal of the Associates Property was prepared by CB
Richard Ellis, Inc., real estate appraisers as of September 14, 1998, pursuant
to which the market value of the land and the leased fee interest in the
Associates Property subject to the Associates Lease (described below) was
estimated to be $7,800,000, in cash or terms equivalent to cash.  This value
estimate was based upon a number of assumptions, including that the Project will
be finished in accordance with plans and specifications and that the building
will be operating following completion at a stabilized level with Associates
occupying 50,000 rentable square feet and 94% of the remaining rentable area
occupied by other tenants.  Wells Development also obtained an environmental
report prior to closing evidencing that the environmental condition of the
Associates Property was satisfactory.

The Associates Loan.  Wells Development obtained a construction loan from
-------------------                                                      
First Capital Bank in the amount of $4,500,000, the proceeds of which are being
used to fund the development and construction of the Project (the "Associates
Loan").  The Associates Loan matures on November 30, 1999, unless Wells
Development exercises its option to extend the Associates Loan maturity date an
additional 12 months.  The interest rate on the Associates Loan is a variable
rate equal to the six month London Inter Bank Offered Rate, plus 200 basis
points, rounded up to the nearest 1/8%.  Wells Development is required to pay to
First Capital Bank monthly installments of interest only with a final payment of
principal, plus all accrued and unpaid interest due on the maturity date.  The
Associates Loan will be secured by a first priority mortgage against the
Project.  In addition, Leo F. Wells, III (an officer and director of the Company
and the Advisor) and Wells Management Company, Inc., an Affiliate of the
Advisor, will be co-guarantors of the Associates Loan.  At closing, Wells OP
shall assume or take title to the Associates Property subject to the Associates
Loan.

A nonrefundable loan fee of $22,500 (.5% of the loan amount) has been paid
by Wells Development.  An additional nonrefundable loan extension fee of $11,250
(.25% of the loan amount) will be payable upon acceptance of the 12 month
extension option, if exercised.

Location of the Associates Property.  The Associates Property is located in
-----------------------------------                                        
an office park known as Centerpoint Business Park, on Pellissippi Parkway just
north of the intersection of Interstates 40 and 75, in Knox County, Tennessee.
The site is outside the city limits of Knoxville and approximately 10 miles west
of the Knoxville central business district.  Pellissippi Parkway and the
commercial area along the Interstate 40/75 corridor has evolved recently from a
residential suburb into one of the area's fastest growing commercial and retail
districts.  The area has become competitive with the metropolitan Knoxville area
office market due to its growth in office space.

Knoxville, the county seat of Knox County, Tennessee, is the third largest
city in the State of Tennessee, after Memphis and Nashville, and the largest
city in eastern Tennessee.  Knoxville is located at the intersection of two
major interstate highways, I-40 which extends east to west, and I-75 which
extends north to south.  The Knoxville economy is largely oriented to trade and
manufacturing, due to its location as the geographic center of the eastern
portion of the United States and the wide range of available transportation
resources.  Knoxville's central location and transportation access has also
caused it to emerge as a convention center.  The Knoxville metropolitan
statistical area population in 1990 was 604,812, compared to the 1980 census of
565,970.

The western portion of Knox County, in which the Associates Property is
located, has experienced the most growth and development in the Knoxville
metropolitan area during the past 12 years due primarily to available land

4

and services.  It is anticipated that the Knoxville metropolitan area will
continue to grow as a major regional center of trade and tourism due to its
location at the intersection of Interstates 40 and 75 and the recent extension
of the Pellissippi Parkway to the Knoxville airport.

Access to the Associates Property is provided by Pellissippi Parkway, a
limited access thoroughfare traversing southeast to the Knoxville airport, with
an interchange at Interstate 40/75 south of the Associates Property.  Nearby
Kingston Pike also provides east and west traffic flow for the Centerpoint
Business Park, and serves as the major commercial center in the immediate area
with a number of large strip shopping centers, a regional mall, gas stations,
convenience stores, office buildings, restaurants and other various
retail/commercial uses.  The Project will be highly visible from both
Centerpoint Parkway and Pellissippi Parkway, since the building elevation will
be at or above road grade.

Wells Development will experience competition for tenants from owners and
managers of various other office buildings located in the immediate area of the
Project which would adversely effect Wells Development's ability to attract and
retain tenants.

Development Agreement.  On September 15, 1998, Wells Development entered
---------------------                                                   
into a Development Agreement (the "Development Agreement") with ADEVCO
Corporation, a Georgia corporation (the "Developer"), as the exclusive
development manager to supervise, manage and coordinate the planning, design,
construction and completion of the Project.

The Developer is an Atlanta based real estate development and management
company formed in 1990 which specializes in the development of office buildings.
The Developer has previously developed or is developing a total of six office
buildings for Affiliates of the Advisor.  In this regard, the Developer entered
into:

.    a development agreement with Wells Real Estate Fund III, L.P. ("Wells
Fund III"), a public real estate program previously sponsored by the
Advisor and its Affiliates, for the development of a two-story office
building containing approximately 34,300 rentable square feet located
in Greenville, North Carolina (the "Greenville Project");

.    a development agreement with Fund IV and Fund V Associates, a joint
venture between Wells Real Estate Fund IV, L.P., ("Wells Fund IV") and
Wells Real Estate Fund V, L.P. ("Wells Fund V"), both public real
estate programs previously sponsored by the Advisor and its
Affiliates, for the development of a four-story office building
located in Jacksonville, Florida containing approximately 87,600
rentable square feet (the "Jacksonville IBM Project");

.    a development agreement with the Fund VII-VIII Joint Venture, a joint
venture between Wells Real Estate Fund VII, L.P.("Wells Fund VII"),
and Wells Real Estate Fund VIII, L.P. ("Wells Fund VIII"), both public
real estate programs previously sponsored by the Advisor and its
Affiliates, for the development of a two-story office building
containing approximately 62,000 rentable square feet located in
Alachua County, near Gainesville, Florida (the "Gainesville Project");

.    a development agreement with Fund VI, Fund VII and Fund VIII
Associates, a joint venture among Wells Real Estate Fund VI, L.P.
("Wells Fund VI"), a public real estate program previously sponsored
by the Advisor and its Affiliates, Wells Fund VII and Wells Fund VIII,
for the development of a four-story office building containing
approximately 92,964 rentable square feet located in Jacksonville,
Florida (the "BellSouth Project");

.    a development agreement with Fund VIII and Fund IX Associates, a joint
venture between Wells Fund VIII and Wells Real Estate Fund IX, L.P.
("Wells Fund IX"), a public real estate program sponsored by the
Advisor and its Affiliates, for the development of a four-story office
building containing approximately 96,750 rentable square feet located
in Madison, Wisconsin (the "Madison Project"); and

5

.    a Development Agreement with Wells Fund IX for the development of a
three-story office building containing approximately 83,885 rentable
square feet located in Knoxville, Tennessee (the "ABB Building").

The Greenville Project was completed on schedule, and International
Business Machines Corporation ("IBM"), which leased approximately 23,312
rentable square feet of the building, took possession under its lease on April
16, 1991.  The Jacksonville IBM Project was also completed on schedule, and IBM,
which leased approximately 68,100 rentable square feet of the building, took
possession under its lease on June 1, 1993.  The Gainesville Project was
completed in advance of schedule, and CH2M Hill, Inc., which leased
approximately 50,000 rentable square feet of the building, took possession under
its lease on December 18, 1995.  The BellSouth Project was completed in advance
of schedule, and BellSouth, which leased approximately 64,558 rentable square
feet of the building, took possession under its lease on May 20, 1996.
Construction of the Madison Building was completed on schedule, and Westel-
Milwaukee Company, Inc. d/b/a Cellular One, which leased approximately 75,000
rentable square feet of the building, took possession under its lease on June
15, 1997.  The ABB Building was completed on schedule, and ABB Flakt, Inc.,
which leased approximately 55,000 rentable square feet of the building took
possession under its lease on January 1, 1998.

The President of the Developer is David M. Kraxberger.  Mr. Kraxberger has
been in the real estate business for over 17 years.  From 1984 to 1990, Mr.
Kraxberger served as Senior Vice President of Office Development for The Oxford
Group, Inc., an Atlanta based real estate company with operations in seven
southeastern states.  Mr. Kraxberger holds a Masters Degree in Business
Administration from Pepperdine University in Los Angeles, California, and is a
member of the Urban Land Institute and the National Association of Industrial
Office Parks.  Mr. Kraxberger also holds a Georgia real estate license.
Pursuant to the terms of a Guaranty Agreement, Mr. Kraxberger has personally
guaranteed the performance of the Developer under the Development Agreement.
Mr. Kraxberger has also personally guaranteed the performance of the contractor,
Integra Construction, Inc., under the Construction Contract (as hereinafter
described) pursuant to the terms of a separate Guaranty Agreement.  Neither the
Developer nor Mr. Kraxberger are affiliated with the Advisor or its Affiliates.

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 Contract (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 Project;

.    the review of all applications for disbursement made by or on behalf
of Wells Development under the Architect's Agreement and the
Construction Contract;

.    the supervision and management of tenant build-out at the 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 Project in accordance with the
development budget.

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 Project or any portion thereof.  The Developer is required to
advise Wells Development on a weekly basis as to the status of the Project and
submit to Wells Development 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 Development before incurring and paying any

6

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 Project and will not adequately provide
for the completion of the Project, the Developer will prepare and submit to
Wells Development 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 Development.  The Developer has agreed to indemnify
Wells Development 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 negligence, fraud or any willful act or omission
by the Developer.  Wells Development 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 negligence, fraud or any willful act or omission on the part of Wells
Development.

Wells Development may elect to provide funds to the Developer so that the
Developer can pay Wells Development's obligations with respect to the
construction and development of the Project directly.  All such funds of Wells
Development which may be received by the Developer with respect to the
development or construction of the Project will be deposited in a bank account
approved by Wells Development.  If at any time there are in the bank account
funds of Wells Development temporarily exceeding the immediate cash needs of the
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 Development 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 Project.
The Developer shall be reimbursed for all advances, costs and expenses paid for
and on behalf of Wells Development.  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 Development in connection with the development of the 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 Development will pay a development fee of $112,500.
The fee will be due and payable ratably (on the basis of the percentage of
construction completed) as the construction and development of the Project is
completed.  Wells Development will also pay the Developer an "Associates Work
Fee" of $112,500.  The Associates Work Fee is for services rendered by the
Developer with respect to the supervision and management of tenant build-out of
the premises leased by Associates pursuant to the Associates Lease.  The fee is
due and payable in one lump sum upon the completion of the construction of the
Project and the tenant improvements under the Associates Lease.

As of the date of this Supplement No. 6, Wells Development has spent in
excess of $1,350,000 towards the construction of the Project.  It is anticipated
that the aggregate of all costs and expenses to be incurred by Wells Development
with respect to the acquisition of the Property, the planning, design,
development, construction and completion of the Project and the build-out of
tenant improvements under the Associates Lease and tenant improvements for the
premises not leased initially by Associates will total approximately $7,428,090
comprised of the following expenditures:

Construction Contract                        $2,726,640
Tenant Improvements - Associates Premises     2,042,000
Tenant Improvements - Additional Space          380,000
Land                                            812,500
Contractor's Bond                                28,000
Work Fee                                         60,000
Architectural Fees                              141,300
Architect's Expenses                             36,000
Space Planning                                  150,000

7

Development Fee                                 112,500
Associates Work Fee                             112,500
Additional site work                            130,000
Survey and Engineering                           47,050
Landscaping                                     137,500
Signage                                          12,500
Marketing                                        25,500
Contingency                                     199,100
Construction Interest                           175,000
Loan Fees                                        25,000
Legal Fees                                       75,000

The total of all the foregoing expenses anticipated to be incurred by Wells
Development with respect to the Project, exclusive of costs relating to
marketing, closing costs and tenant improvements and leasing commissions for the
premises not leased initially by Associates, will total approximately
$6,205,590.  Under the terms of the Development Agreement, the Developer has
agreed that in the event that the total of all such costs and expenses exceeds
$6,205,590, the amount of fees payable to the Developer shall be reduced by the
amount of any such excess.  Unless the fees otherwise payable to the Developer
are reduced as set forth above, it is estimated that the total sums due and
payable to the Developer under the Development Agreement will be approximately
$225,000.

In the event the Developer should for any reason cease to manage the
development of the Project, Wells Development 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.

Construction Contract.  Wells Development entered into a construction
---------------------                                                
contract (the "Construction Contract") on September 10, 1998 with the general
contracting firm of Integra Construction, Inc. (the "Contractor") for the
construction of the Project.  The Contractor is a Georgia corporation based in
Atlanta specializing in commercial, industrial and institutional building.  The
Contractor commenced operations in November 1994.  Its principals were formerly
employed by McDevitt & Street Company, a large general contracting firm which
operates throughout the United States and which has served previously as the
general contractor for properties developed by limited partnerships sponsored by
the Advisor.  The Contractor is presently engaged in the construction of five
projects with a total construction value of in excess of $14,400,000, and since
July 1995, has completed twenty-six projects with a total construction value in
excess of $28,600,000.  The Contractor has served as the general contractor for
the construction of the Gainesville Project, an office building in Gainesville,
Florida which is owned by a joint venture between Wells Fund VII and Wells Fund
VIII, and the ABB Building, an office building in Knoxville, Tennessee which is
owned by a joint venture among Wells Fund IX, Wells Fund X, Wells Fund XI and
Wells OP.  The Contractor is not affiliated with Wells Development or the
Advisor.

The Contractor has begun construction of the Project which will consist of
a one-story steel framed office building with reflective insulated glass and
brick exterior containing approximately 71,400 rentable square feet.  As of
December 31, 1998, the Project was estimated to be 21% complete and the
Contractor has billed Wells Development $599,773. As of January 15, 1999, Wells
Development has paid the full balance of $599,773 to the Contractor. The
Property is currently zoned to permit the intended development and operation of
the Project as a commercial office building and has access to all utilities
necessary for the development and operation of the Project, including water,
electricity, sanitary sewer and telephone.     

The Construction Contract provides that Wells Development will pay the
Contractor a fixed sum of $2,726,640 for the construction of the Project,
excluding tenant improvements.  It is anticipated that the Construction Contract
will be amended to provide for the construction of the tenant improvements
required pursuant to the Associates Lease at such time as the plans and
specifications are drawn for such improvements and the budget for such
improvements is firmly established.  The Contractor will be responsible for all
costs of labor, materials, construction equipment and machinery necessary for
completion of the 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 Project.

8

Wells Development is making 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 Development; provided, however, that when a total of $137,732 has been
withheld as retainage, no further retainage will be withheld from the monthly
progress payments.  As of December 31, 1998, $59,977 has been withheld as
retainage.  When construction is substantially complete and the space is
available for occupancy, Wells Development will make a semi-final payment in the
amount of all of the unpaid balance, except that Wells Development 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
Project.  Wells Development will pay the entire unpaid balance when the 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
Development.

The Contractor will be responsible to Wells Development 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 Development 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 action 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 Project, adequate insurance coverage relating
to the 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 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 Project
will be completed on or before January 1, 2000.  As described below, in the
event the Project is not completed by January 1, 2000, Associates' sole remedy
shall be to terminate its lease with Wells Development.  Wells Development shall
obtain a completion and performance bond in an amount sufficient to complete
construction and development of the Project to reduce the risk of non-
performance and to assure compliance with approved plans and specifications.  In
addition, performance by the Contractor of the Construction Contract has been
personally guaranteed by David B. Blackmore and Drew S. White, founding
principals of the Contractor, as well as David Kraxberger, a principal of the
Developer.

Architect's Agreement.  Smallwood, Reynolds, Stewart, Stewart & Associates,
---------------------                                                      
Inc. (the "Architect") is the architect for the Project pursuant to the
Architect's Agreement entered into with Wells Development.  The Architect, which
was founded in 1979, is based in Atlanta, Georgia, has a staff of over 200
persons, and specializes in programming, planning, architecture, interior
design, landscape architecture and construction administration.  The Architect
has its principal office in Atlanta, Georgia and additional offices in Tampa,
Florida and Singapore, Malaysia.  The Architect has designed a wide variety of
projects, with a total construction cost in excess of $2 billion, including
facilities for corporate office space, educational and athletic facilities,
retail space, manufacturing, warehouse and distribution facilities, hotels and
resorts, correctional institutions, and luxury residential units.  The Architect
has performed architectural services with respect to the Gainesville Project and
the Knoxville Project.  The Architect is not affiliated with Wells Development
or the Advisor.

The Architect's basic services under the Architect's Agreement include the
schematic design phase, the design development phase, the construction documents
phase and the construction phase.  During the schematic design phase, the
Architect prepares schematic design documents consisting of drawings and other
documents illustrating the scale and relationship of Project components.  The
Architect has completed the schematic design phase, and has been paid a fee of
$21,195 for such services.  During the design development phase, the Architect
prepares design development documents consisting of drawings and other documents
to fix and describe the size and character of the entire Project as to
architectural, structural, mechanical, plumbing and fire protection and
electrical systems, materials and such other elements as may be appropriate.
The Architect has completed the design development stage, and has been paid
$42,390 for these services.  During the construction documents phase, the
Architect prepares construction documents consisting of drawings and
specifications setting forth in detail the

9

requirements for the construction of the Project.  The Architect has completed
approximately 95% of the construction documents phase, and has been paid $63,585
for these services.  During the construction phase, the Architect is to provide
administration of the Construction Contract and advise and consult with the
Developer and Wells Development concerning various matters relating to the
construction of the Project.  The Architect is required to visit the 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 Development 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 Contract described above.
The Architect will also conduct inspections to determine the date of completion
of the Project and shall issue a final certificate for payment.  The Architect
will be paid $14,130 for its services performed during the construction phase.

The total amount of fees payable to the Architect under the Architect's
Agreement is $141,300.  Payments are being paid to the Architect on a monthly
basis in proportion to the services performed within each phase of service.  In
addition, the Architect and its employees and consultants are reimbursed for
expenses including, but not limited to, transportation in connection with the
Project, living expenses in connection with out-of-town travel, long distance
communications and fees paid for securing approval of authorities having
jurisdiction over the Project.  It is estimated that the total reimbursable
expenses in connection with the development of the Project will be approximately
$36,000.

Associates Lease.  On September 10, 1998, Wells Development entered into a
----------------                                                          
Lease Agreement (the "Associates Lease") with Associates Housing Finance, LLC
("Associates") pursuant to which Associates agreed to lease 50,000 rentable
square feet of the Project, comprising approximately 70% of the Project.

Associates is a wholly owned subsidiary of Associates First Capital
Corporation ("First Capital"), a Delaware corporation which was recently spun
off by Ford Motor Company.  First Capital is a leading diversified consumer and
commercial finance company which provides finance, leasing and related services
to individual consumers and businesses in the United States and internationally.
First Capital reported net income for the year ended December 31, 1997 of over
$1 billion on gross revenues of over $8 billion and a net worth of over $6
billion.  First Capital has guaranteed $6,206,952 of the Associates Lease.  This
guaranteed amount declines on a monthly basis over the lease term provided there
is no continuing default under the Associates Lease.

First Capital divides its activities into consumer finance and commercial
finance.  First Capital's consumer finance operations provide a variety of
consumer financing products and services, including home equity lending,
personal lending, retail sales finance and credit cards.  The commercial finance
operations provide retail financing, leasing and wholesale financing for heavy-
duty and medium-duty trucks and truck trailers, construction, material handling
and other industrial and communications equipment, manufactured housing,
recreational vehicle, auto fleet leasing and other commercial products and
services.

Associates is First Capital's subsidiary engaged in the financing of
manufactured housing, and is the third largest provider of such services in the
United States.  Associates purchases manufactured housing retail installment
contracts originated by retail dealers, originates and services direct loans to
purchasers, and provides wholesale financing to approved manufactured housing
dealers.  Associates also provides commercial business loans to certain
manufactured housing dealers to provide capital to build new retail sales
centers, update existing facilities or expand into community park sales.

The initial term of the Associates Lease will be eighty-four months to
commence on the earlier of (1) the date which is thirty (30) days after
substantial completion of the building, or (2) the date upon which tenant takes
possession and occupies any portion of the premises for business purposes.
Associates has the option to extend the initial term of the Associates Lease for
two successive five year periods.  Each extension option must be exercised no
less than nine months prior to the expiration of the then current lease term.

The annual base rent payable under the Associates Lease will be $600,000
($12.00 per square foot) payable in equal monthly installments of $50,000 during
the first twenty-eight months of the lease term; $625,000 ($12.50

10

per square foot) payable in equal monthly installments of $52,083 during the
next twenty-eight months of the lease term; and $650,000 ($13.00 per square
foot) payable in equal monthly installments of $54,167 during the last twenty-
eight months of the lease term.  The annual base rent for each extended term
under the Associates Lease will be the "market rate" for the period covered by
the extended term.  The term "market rate" is defined in the Associates Lease as
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
Knoxville, Tennessee market for similar space in a building of comparable
quality and with comparable parking and other amenities.  The Associates Lease
provides that if the parties cannot agree on the appropriate market rate, the
market rate shall be established by real estate appraisers.

In addition to the base rent, Associates is required to pay additional rent
equal to its share of all "operating expenses" during the lease term.
"Operating expenses" is defined to include all expenses, costs and disbursements
(excluding specific costs billed to specific tenants of the building) of every
kind and nature, relating to or incurred or paid in connection with the
ownership, management, operation, repair and maintenance of the Project.
"Operating expenses" include compensation of employees engaged in the operation,
management or maintenance of the Project, supplies, equipment and materials,
utilities, repairs and general maintenance, insurance, a management fee in the
amount of 3.5% of the gross rental income from the Project, and all taxes and
governmental charges attributable to the Project or its operation (excluding
taxes imposed or measured on or by the income of Wells Development from the
operation of the Project).

Under the terms of the Associates Lease, Wells Development is responsible
for a construction allowance of $1,500,000 (calculated at the rate of $30 per
usable square foot of the premises).  The Associates Lease also provides that so
long as Associates shall occupy 50% or more of the rentable floor area of the
building, Associates shall have the right to design and designate the location
of one monument-type sign naming the building and Wells Development will pay
$7,500 of the cost associated with purchasing and installing such sign.

The terms of the Associates Lease provide that Associates has a right of
first refusal for the lease of any space in the building not initially leased by
Associates.  In the event that Wells Development has secured a potential tenant
for any of such space, Wells Development has agreed to give Associates 10
business days to exercise its right to add such space to the leased premises.
In the event that Associates exercises its right of first refusal, the lease of
the additional space will be subject to all the terms and conditions of the
Associates Lease, including the base rental which shall be based upon the number
of square feet of rentable area added to the premises.  If Associates does not
so exercise its right of first refusal within such 10 business day period, Wells
Development will have the right to lease the space to the potential tenant and
Associates shall have no further rights relating to the additional space.

The Associates Lease provides that Wells Development is required to cause
the Project to be substantially completed as soon as practicable under the
circumstances, with a goal of achieving substantial completion on or before
January 1, 2000 (subject to force majeure and any delays caused by Associates).
If substantial completion has not occurred on or before January 1, 2000,
Associates' sole right and remedy shall be to terminate the Associates Lease
upon 10 days written notice to Wells Development; provided substantial
completion does not occur during such 10 day period.

Property Management Fees.  Following construction and completion of the
------------------------                                               
Project, property management and leasing services will be performed by Wells
Management Company, Inc. (the "Property Manager"), an Affiliate of the Advisor.
As compensation for its services, the Property Manager will receive fees equal
to 4.5% of the gross revenues for property management services and leasing
services with respect to the Project.  In addition, the Property Manager will
receive a one-time initial lease-up fee relating to the Associates Lease equal
to the first month's rent plus 5% of the gross revenues over the initial term of
the Associates Lease.  In addition, the Property Manager may also receive
initial lease-up fees relating to the lease-up of space not initially leased by
Associates, as provided in the Prospectus.

Lease-Up Risk.  As set forth above, Associates has agreed to lease
-------------                                                     
approximately 70% of the Project.  However, since Wells Development has not yet
obtained any leases for the remaining approximately 30% of office space at the
Project, Wells Development will be subject to the normal lease-up risks of a new
commercial office

11

building with respect to the unleased portion of the Project.  No assurances can
be given that Wells Development will be able to attract or obtain suitable
tenants for the remaining approximately 30% of space at the Project or that it
will be able to attract or obtain suitable tenants for the space initially
leased by Associates upon the expiration of its lease.

THE PWC BUILDING

Purchase of the PWC Building.  On December 31, 1998, Wells OP acquired a
----------------------------                                            
four-story office building containing approximately 130,090 rentable square feet
(the "PWC Building") which was recently developed and constructed on an
approximately 9 acre tract of real property located in Tampa, Hillsborough
County, Florida.  Wells OP purchased the PWC Building from Carter Sunforest,
L.P. (the "Seller"), a Georgia limited partnership, pursuant to the terms of the
Amended and Restated Purchase Agreement dated December 4, 1998 (the "Purchase
Agreement") between the Seller and Wells OP.  The total purchase price for the
PWC Building pursuant to the Purchase Agreement was $21,127,854.  Wells OP paid
TriNet Corporate Realty Trust, a Maryland corporation, ("TriNet"), the sum of
$420,000 for the rights to purchase the PWC Building as they were the original
purchasers under the Purchase Agreement, out of which TriNet paid the Seller
$100,000 as a real estate commission.  At the closing, Wells OP paid a purchase
price of $20,707,854 to the Seller plus $98,609.30 for closing costs.  Neither
Seller nor TriNet are affiliated with the Company or its Advisor.

The SouthTrust Loan.  Wells OP purchased the PWC Building subject to a loan
-------------------                                                        
from SouthTrust Bank, National Association ("SouthTrust") in the outstanding
principal amount of $14,132,537.87 (the "SouthTrust Loan"). The SouthTrust Loan
consists of a revolving credit facility whereby SouthTrust agreed to loan up to
$15.5 million. The SouthTrust Loan matures on December 31, 2000. The interest
rate on the SouthTrust Loan is a variable rate per annum equal to the London
InterBank Offered Rate for a thirty day period plus 185 basis points. Commencing
on February 1, 1999, Wells OP is required to pay to SouthTrust monthly
installments of principal in the amount of $12,500.00 plus accrued interest. The
SouthTrust Loan is secured by a first mortgage against the PWC Building.

Description of the Building and the Site.  The PWC Building is a four-story
----------------------------------------                                   
office building with 130,091 rentable square feet located in Tampa, Florida.
The building is constructed using a steel frame design and concrete tilt-up wall
panels.  Construction of the PWC Building was completed in December 1998.  The
parking area contains approximately 600 paved parking spaces, including a two
level parking deck accommodating 312 spaces, approximately 126 of which are
covered.

An independent appraisal of the PWC Building was prepared by RE Marketing
Consultants, Inc., as of March 2, 1998, pursuant to which the market value of
the land and the leased fee interest subject to the PWC Lease (described below)
was estimated to be $22,000,000, in cash or terms equivalent to cash.  This
value estimate was based upon a number of assumptions, including that the PWC
Building will continue operating at a stabilized level with PWC occupying 100%
of the rentable area, and is not necessarily an accurate reflection of the fair
market value of the property.  Wells OP also obtained an environmental report
prior to closing evidencing that the environmental condition of the land
encompassing the PWC Building was satisfactory.

The site consists of approximately 9 acres of land located between
Eisenhower Boulevard and George Road approximately 1,250 feet south of West
Hillsborough Avenue.  The site is located in Sunforest Business Park which is
located in the southwest quadrant of the Veteran's Expressway and West
Hillsborough Avenue.  The Sunforest Business Park is located in the Westshore
Business District, which is a suburban business center surrounding Tampa
International Airport.  The total supply of office space in this subsector is
9.8 million square feet, which is 3.57 million square feet larger than the
Downtown Central Business District.  The overall occupancy rate in the Westshore
Business District is 93.5% compared to the countywide occupancy rate of 90.5%.

According to the 1990 census, the Tampa Bay area, including Tampa, St.
Petersburg and Clearwater, comprises 2.16 million people, and is the 22nd
largest metropolitan area in the United States.  Tampa is bordered on the west
and south by Upper and Old Tampa Bays and is divided by the Hillsborough River.
The City of Tampa is located in Hillsborough County midway down the west coast
of Florida.  In contrast to much of Florida's West

12

Coast, Hillsborough County is relatively young with approximately 87% of the
population under 65 years of age and a median of age 33.2 years.

The PWC Lease.  On December 31, 1998, the Seller assigned all of its rights
-------------                                                              
pursuant to the Lease Agreement dated as of March 30, 1998 between the Seller,
as landlord, and Price Waterhouse LLP, which has subsequently merged with
Coopers & Lybrand to form PriceWaterhouseCoopers ("PWC"), as tenant (such
agreement, as assigned, is referred to herein as the "PWC Lease").  The PWC
Lease currently expires in December 2008, subject to PWC's right to extend the
lease for two additional five year periods of time.

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 annual base rent payable under the PWC Lease will be $1,915,741.13
($14.73 per square foot) payable in equal monthly installments of $159,645.09
during the first year of the initial lease term.  The base rent escalates at the
rate of 3% per year throughout the ten year lease term.  In addition, PWC is
required to pay a "reserve" of $13,009.00 ($.10 per square foot) as additional
rent.  Under the PWC Lease, PWC is responsible for the payment of all property
taxes, operating expenses and other repair and maintenance work relating to the
PWC Building.  PWC is also required to reimburse the landlord the cost of
casualty insurance for the property.  Wells OP, as landlord, is responsible for
all maintenance, repairs and replacements to the roof and structural components
of the PWC Building, including without limitation, the roof system, exterior
walls, load bearing walls, foundations, glazing and curtain wall systems.

The initial term of the PWC Lease is ten years which commenced on December
28, 1998 (the "Rental Commencement Date").  As stated above, PWC has the option
to extend the initial term of the PWC Lease for two additional five year
periods.  Each extension option must be exercised by giving (i) written "non-
binding" notice to the landlord at least 15 months but not more than 18 months
prior to the expiration date of the then current lease term, or (ii) written
"binding" notice to the landlord at least 12 months prior to the expiration date
of the then current lease term.  The annual base rent for each renewal term
under the lease will be equal to the greater of (i) ninety percent (90%) of the
"market rent rate" for such space multiplied by the rentable area of the leased
premises, or (ii) one hundred percent (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 (i) above, then the base rent for each lease
year of such renewal term after the first lease year shall be one hundred three
percent (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 (ii) 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 (i) above; and thereafter, the base
rent for each subsequent lease year of such renewal term shall be one hundred
three percent (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 thirty (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 thirty (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 (7) days of expiration of the thirty (30)
day period.  If the higher of such estimates is not more than one hundred five
percent (105%) of the lower of such estimates then the market rent rate shall be
the average of the two estimates.  Otherwise, within five (5) days either party
may request in writing to resolve the dispute by arbitration.  The "market rate
rent" should 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 (the "Expansion Building") which, if exercised
by PWC, will require Wells OP to expend funds necessary to construct the
Expansion Building.  PWC

13

may exercise its expansion option by delivering written notice to Wells OP at
any time between the sixtieth (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 (10) 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 thirty (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 (the "Purchase Option"), as described below.

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 (4) 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 Date and the date of expansion notice (the "Maximum Expansion
Cost").  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 twenty (20) years.  The base rent for each subsequent lease year shall be one
hundred three percent (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 thirty (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 in the form of cash, wire transfer or cashier's check.  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 (the
"Average Annual Base Rent"), and (b) the Average Annual Base Rent shall be
multiplied by 11.

There are no assurances that Wells OP will be able to attract or obtain
suitable replacement tenants for the PWC Building upon the expiration of the PWC
Lease.

PROPERTY MANAGEMENT FEES

Wells Management Company, Inc. ("Wells Management"), an Affiliate of the
Company and the Advisor, has been retained to manage and lease the PWC Building.
The Company shall pay management and leasing fees to Wells Management in the
amount of 4.5% of gross revenues.

THE STATUS OF THE ABB BUILDING

On September 10, 1998, a joint venture by and among Wells Fund IX, Wells
Fund X, Wells Fund XI and Wells OP (the "Fund IX-X-XI-REIT Joint Venture"),
entered into a Lease Agreement (the "Temporary Lease") with Associates pursuant
to which Associates has agreed to lease 23,490 rentable square feet of the ABB
Building on a temporary basis until substantial completion of the Project (as
defined in the Associates Lease).  The rental

14

commencement date of the Temporary Lease is September 14, 1998 and the
expiration date of the lease term is May 31, 1999 subject to Associates' right
to extend the Temporary Lease and subject to Associates' right to terminate the
lease in the event the rental commencement date of the Associates Lease takes
place.  In any event, the Temporary Lease may not be extended beyond May 31,
2000.

The annual base rental rate for the Temporary Lease is $234,900 ($10 per
square foot) payable in equal monthly installments of $19,575 during the term of
the Temporary Lease, subject to an increase to $293,625 ($12.50 per square foot)
payable in equal monthly installments of $24,469 under certain conditions.

Under the Temporary Lease, Associates is responsible for its share of all
expenses, costs and disbursements (excluding specific costs billed to specific
tenants of the building) of every kind and nature relating to or incurred or
paid in connection with the ownership, management, operation, repair and
maintenance of the ABB Building, including compensation of employees engaged in
the operation and management or maintenance of the ABB Building, supplies,
equipment and materials, utilities, repairs and general maintenance, insurance,
a management fee in the amount of 4% of the gross rental income from the ABB
Building and all taxes and governmental charges attributable to the ABB Building
or its operations (excluding taxes imposed or measured on by the income of the
Fund IX-X-XI-REIT Joint Venture from operation of the ABB Building).

Under the terms of the Temporary Lease, the Fund IX-X-XI-REIT Joint Venture
is responsible for a construction allowance of $233,155 (calculated at the rate
of $9.50 per square foot of the premises).

THE STATUS OF THE CORT FURNITURE BUILDING

On September 1, 1998, the Fund X-XI Joint Venture, a Georgia Joint Venture
by and between Wells Fund X and Wells Fund XI, acquired Wells Development's
equity interest in Wells/Orange County Associates, a Georgia joint venture with
Wells OP (the "Cort Joint Venture").  As of January 10, 1999 Wells OP had made
total capital contributions to the Cort Joint Venture of $2,870,982 and held an
equity percentage interest in the Cort Joint Venture of 44%, 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%.  Prior to the Fund X-XI Joint Venture's acquisition of an equity interest
in the Cort Joint Venture, the NationsBank Loan previously encumbering the Cort
Furniture Building was paid off and satisfied of record.

THE STATUS OF THE FAIRCHILD BUILDING

On October 8, 1998, the Fund X-XI Joint Venture acquired Wells
Development's equity interest in Wells/Fremont Associates, a Georgia joint
venture with Wells OP (the "Fremont Joint Venture").  As of January 10, 1999,
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 77.5%, 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 22.5%.  Prior to the Fund X-XI Joint
Venture's acquisition of an equity interest in the Fremont Joint Venture, the
NationsBank Loan previously encumbering the Fairchild Building was paid off and
satisfied of record.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

The information contained on page 46 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of the
Prospectus is revised as of the date of this Supplement by the deletion of the
first paragraph of that section and the insertion of the following paragraph in
lieu thereof:

The Company commenced operations on June 5, 1998, upon the acceptance
of subscriptions for the minimum offering of $1,250,000 (125,000 shares).
As of January 10, 1999, the Company had raised a total of $32,484,200 in
offering proceeds (3,248,420 shares), and had paid $1,136,947 in
acquisition and advisory fees and acquisition expenses and $4,060,525 in
selling commissions and organizational and offering expenses.  As of
January 10, 1999, the

15

Company had invested $18,442,540 in properties and was holding net offering
proceeds of $8,844,188 available for investment in additional properties.

PLAN OF DISTRIBUTION

The information contained on page 74 in the "Plan of Distribution" section
of the Prospectus is revised as of the date of this Supplement by the deletion
of the fourth full paragraph on that page and the insertion of the following
paragraph in lieu thereof:

Payment for shares should be made by check payable to "NationsBank,
N.A., as Escrow Agent."  Subscriptions will be effective only upon
acceptance by the Company, and the Company reserves the right to reject any
subscription in whole or in part.  In no event may a subscription for
shares be accepted until at least five business days after the date the
subscriber receives this Prospectus.  Each subscriber will receive a
confirmation of his purchase.  Except for purchases pursuant to the
Reinvestment Plan or  reinvestment plans of other public real estate
programs, all accepted subscriptions will be for not less than 100 shares
($1,000).  See "Investor Suitability Standards."  Except in Maine,
Minnesota and Washington, investors who have satisfied the minimum purchase
requirement and have purchased units in Prior Wells Public 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 pursuant to
the Reinvestment Plan or reinvestment plans of other public real estate
programs.

LEGAL MATTERS

The information contained on page 77 in the "Legal Matters" section of the
Prospectus is revised and amended by insertion of the following paragraph after
the first paragraph in that section:

Immediately following the effective date of the Prospectus, Hunton &
Williams ceased acting as counsel to the Company and the Advisor.  Holland
& Knight LLP has, since that time, served as counsel to the Company and the
Advisor.  Holland & Knight LLP has represented the Advisor, as well as
Affiliates of the Advisor, in other matters in the past and is likely to
continue to do so in the future.  See "Conflicts of Interest."

FINANCIAL STATEMENTS

The pro forma balance sheet of Wells Real Estate Investment Trust, Inc. as
of September 30, 1998, which is included in Appendix I to this Supplement No. 6,
has not been audited.

16

APPENDIX I

INDEX TO FINANCIAL STATEMENTS

Page
----

WELLS REAL ESTATE INVESTMENT TRUST, INC.
Unaudited Pro Forma Financial Statements
Summary of Unaudited Pro Forma Balance Sheet                           I-1
Pro Forma Balance Sheet as of September 30, 1998                       I-2

WELLS REAL ESTATE INVESTMENT TRUST, INC.

(Unaudited Pro Forma Balance Sheet)

The following unaudited pro forma balance sheet as of September 30, 1998 has 
been prepared to give effect to Wells Real Estate Investment Trust, Inc.'s 
acquisition of the PricewaterhouseCoopers Building as if the transaction had 
occurred as of September 30, 1998.

I-1

WELLS REAL ESTATE INVESTMENT TRUST, INC.

PRO FORMA BALANCE SHEET

SEPTEMBER 30, 1998

(Unaudited)

WELLS
REAL ESTATE
INVESTMENT             PRO FORMA        PRO FORMA
TRUST, INC.           ADJUSTMENTS          TOTAL
-------------        ---------------    -------------

ASSETS:
Real estate assets, at cost:
Land                                         $         0         $ 1,520,834 (a)     $ 1,520,834
Building                                               0          20,076,845 (a)      20,076,845
-------------        ---------------    -------------
Total real estate assets                          0          21,597,679          21,597,679
Investment in joint ventures                        9,861,770                   0           9,861,770
Cash                                                  591,122            (591,122)(a)               0
Due from affiliates                                   162,877                   0             162,877
Deferred project costs                                 10,584             (10,584)(b)               0
Deferred offering costs                               648,130                   0             648,130
Prepaid expenses and other assets                      11,250                   0              11,250
-------------        ---------------    -------------
Total assets                            $11,285,733         $20,995,973         $32,281,706
=============        ===============    =============

LIABILITIES:
Notes payable                                     $         0         $14,132,538 (a)     $14,132,538
Sales commissions payable                              99,599                   0              99,599
Due to affiliates                                     681,674           6,863,435(a)(b)     7,545,109
Partnership distribution payable                      102,987                   0             102,987
Minority interest of unit holder in Operating
Partnership                                      200,000                   0             200,000
-------------        ---------------    -------------
Total liabilities                         1,084,260          20,995,973          22,080,233
-------------        ---------------    -------------

SHAREHOLDER'S EQUITY:
Common shares, $.01 par value, 165,000,000
shares authorized, 1,169,292 issued and
outstanding                                           11,693                   0              11,693
Additional paid-in capital                         10,219,740                   0          10,219,740
Account deficit                                       (29,690)                  0             (29,690)
-------------        ---------------    -------------
Total shareholders' equity               10,201,473                   0          10,201,473
-------------        ---------------    -------------
Total liabilities and shareholders'
equity                                 $11,285,733         $20,995,973         $32,281,706
=============        ===============    =============

(a)  Reflects Wells Real Estate Investment Trust, Inc.'s purchase
price related to the PricewaterhouseCoopers Building.

(b)  Reflects the deferred project costs allocated to the
PricewaterhouseCoopers Building.

I-2

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.
333-32099.

Item 36   Financial Statements and Exhibits.
--------------------------------- 

(a)  Financial Statements:
-------------------- 

The following financial statements of Wells Real Estate
Investment Trust, Inc. are filed as part of this Registration
Statement and are included in the Prospectus:

Audited Balance Sheet
(1) Report of Independent Public Accountants,
(2) Consolidated Balance Sheet as of December 31, 1997, and
(3) Notes to Consolidated Balance Sheet.

The following financial statements of Fund IX and X Associates
are filed as part of this Registration Statement and are included
in Supplement No. 2 to the Prospectus:

Financial Statements
(1) Report of Independent Public Accountants,
(2)  Balance Sheets as of March 31, 1998 (Unaudited) and
December 31, 1997 (Audited),
(3)  Statements of Income (Loss) for the three months ended
March 31, 1998 (Unaudited) and the Period from
Inception (March 20, 1997) to December 31, 1997
(Audited),
(4)  Statements of Partners' Capital for the three months
ended March 31, 1998 (Unaudited) and the Period from
Inception (March 20, 1997) to December 31, 1997
(Audited),
(5)  Statements of Cash Flows for the three months ended
March 31, 1998 (Unaudited) and the Period from
Inception (March 20, 1997) to December 31, 1997
(Audited), and
(6)  Notes to Financial Statements.

The following financial statements relating to the acquisition of
the Lucent Building by the Joint Venture are filed as part of
this Registration Statement and included in Supplement No. 2 to
the Prospectus:

Audited Statement of Revenues Over Operating Expenses
(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Operating Expenses for the
three months ended March 31, 1998, and
(3)  Notes to Statement of Revenues Over Operating Expenses
for the three months ended March 31, 1998.

The following unaudited pro forma financial statements of Wells
Real Estate Investment Trust, Inc. are filed as part of this
Registration Statement and are included in Supplement No. 2 to
the Prospectus:

Unaudited Pro Forma Financial Statements
(1)  Summary of Unaudited Pro Forma Financial Statements,
(2)  Pro Forma Balance Sheet as of March 31, 1998,

II-1

(3)  Pro Forma Statement of Loss for the year ended December
31, 1997, and
(4)  Pro Forma Statement of Income for the three months
ended March 31, 1998.

The following financial statements relating to the acquisition of
the Iomega Building by the IX-X-XI-REIT Joint Venture are filed
as part of this Registration Statement and included in Supplement
No. 3 to the Prospectus:

Statement of Revenues Over Operating Expenses
(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1997 (Audited) and for
the six months ended June 30, 1998 (Unaudited), and
(3)  Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1997 (Audited)
and for the six months ended June 30, 1998 (Unaudited).

The following financial statements relating to the acquisition of
the Cort Furniture Building by the Cort Joint Venture are filed
as part of this Registration Statement and included in Supplement
No. 3 to the Prospectus:

Statement of Revenues Over Operating Expenses
(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1997 (Audited) and for
the six months ended June 30, 1998 (Unaudited), and
(3)  Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1997 (Audited)
and for the six months ended June 30, 1998 (Unaudited).

The following financial statements relating to the acquisition of
the Fairchild Building by the Fremont Joint Venture are filed as
part of this Registration Statement and included in Supplement
No. 3 to the Prospectus:

Statement of Revenues Over Operating Expenses
(1)  Report of Independent Public Accountants,
(2)  Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1997 (Audited) and for
the six months ended June 30, 1998 (Unaudited), and
(3)  Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1997 (Audited)
and for the six months ended June 30, 1998 (Unaudited).

The following unaudited pro forma financial statements of Wells
Real Estate Investment Trust, Inc. are filed as part of this
Registration Statement and are included in Supplement No. 3 to
the Prospectus:

Unaudited Pro Forma Financial Statements
(1)  Summary of Unaudited Pro Forma Financial Statements,
(2)  Pro Forma Balance Sheet as of June 30, 1998,
(3)  Pro Forma Statement of Income (Loss) for the year ended
December 31, 1997, and
(4)  Pro Forma Statement of Income for the six months ended
June 30, 1998.

II-2

The following unaudited pro forma financial statements of Wells
Real Estate Investment Trust, Inc. are filed as part of this
Registration Statement and are included in Supplement No. 6 to
the Prospectus:

Unaudited Pro Forma Financial Statements
(1)  Summary of Unaudited Pro Forma Balance Sheet, and
(2)  Pro Forma Balance Sheet as of September 30, 1998.

(b)  Exhibits (See Exhibit Index):
---------------------------- 

Exhibit No.    Description
- -----------    -----------

1.1            Form of Dealer Manager Agreement between the Registrant and Wells
Investment Securities, Inc. (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-
11, as amended to date, Commission File No. 333-32099)

3.1            Form of Amended and Restated Articles of Incorporation of the
Registrant (previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

3.2            Bylaws of the Registrant (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-
11, as amended to date, Commission File No. 333-32099)

4.1            Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit B to Prospectus)

4.2            Form of Dividend Reinvestment Plan (included as Exhibit C to
Prospectus)

5.1            Form of Opinion of Hunton & Williams (previously filed and
incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No.
333-32099)

8.1            Form of Opinion of Hunton & Williams as to Tax Matters
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.1           Form of Agreement of Limited Partnership of Wells Operating
Partnership, L.P. (previously filed and incorporated by reference
to the Registrant's Registration Statement on Form S-11, as
amended to date, Commission File No. 333-32099)

10.2           Form of Escrow Agreement (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-
11, as amended to date, Commission File No. 333-32099)

10.3           Form of Advisory Agreement (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-
11, as amended to date, Commission File No. 333-32099)

10.3(a)        First Amendment to Advisory Agreement dated June 1, 1998
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.4           Amended and Restated Joint Venture Agreement of The Fund IX, Fund
X, Fund XI and REIT Joint Venture (the "IX-X-XI-REIT Joint
Venture") dated June 11, 1998 (previously filed and incorporated
by reference to the Registrant's Registration Statement on Form 
S-11, as amended to date, Commission File No. 333-32099)

II-3

10.5           Lease Agreement for the ABB Building dated December 10, 1996
between the IX-X-XI-REIT Joint Venture (as successor in interest
by assignment) and ABB Flakt, Inc. (previously filed as Exhibit
10(kk) and incorporated by reference to the Registration
Statement on Form S-11 of Wells Real Estate Fund VIII, L.P. and
Wells Real Estate Fund IX, L.P., as amended, Commission File No.
33-83852)

10.6           Agreement for the Purchase and Sale of Real Property relating to
the Ohmeda Building dated November 14, 1997 between Lincor
Centennial, Ltd. and Wells Real Estate Fund X, L.P. (previously
filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date,
Commission File No. 333-32099)

10.7           Agreement for the Purchase and Sale of Property relating to the
Interlocken Building dated February 11, 1998 between Orix Prime
West Broomfield Venture and Wells Development Corporation
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.8           Agreement for the Purchase and Sale of Real Property relating to
the Lucent Building dated May 30, 1997 between Wells Development
Corporation and the IX-X-XI-REIT Joint Venture (previously filed
as Exhibit 10(k) and incorporated by reference to the
Registration Statement on Form S-11 of Wells Real Estate Fund X,
L.P. and Wells Real Estate Fund XI, L.P., as amended to date,
Commission File No. 333-7979)

10.8(a)        First Amendment to the Agreement for the Purchase and Sale of
Real Property relating to the Lucent Building dated April 21,
1998 between Wells Development Corporation and the IX-X-XI-REIT
Joint Venture (previously filed and incorporated by reference to
the Registrant's Registration Statement on Form S-11, as amended
to date, Commission File No. 333-32099)

10.9           Development Agreement relating to the Lucent Building dated May
30, 1997 between Wells Development Corporation and ADEVCO
Corporation (previously filed as Exhibit 10(m) and incorporated
by reference to the Registration Statement on Form S-11 of Wells
Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as
amended to date, Commission File No. 333-7979)

10.10          Net Lease Agreement for the Lucent Building dated May 30, 1997
between the IX-X-XI-REIT Joint Venture (as successor in interest
by assignment) and Lucent Technologies, Inc. (previously filed as
Exhibit 10(l) and incorporated by reference to the Registration
Statement on Form S-11 of Wells Real Estate Fund X, L.P. and
Wells Real Estate Fund XI, L.P., as amended to date, Commission
File No. 333-7979)

10.10(a)       First Amendment to Net Lease Agreement for the Lucent Building
dated March 30, 1998 between the IX-X-XI-REIT Joint Venture (as
successor in interest by assignment) and Lucent Technologies,
Inc. (previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.11          Purchase and Sale Agreement relating to the Iomega Building dated
February 4, 1998 between the IX-X-XI-REIT Joint Venture and SCI
Development Services Incorporated (previously filed and
incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No.
333-32099)

10.12          Lease Agreement for the Iomega Building dated April 9, 1996
between the IX-X-XI-REIT Joint Venture (as successor in interest
by assignment) and Iomega Corporation (previously filed and
incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No.
333-32099)

II-4

10.13          Agreement for the Purchase and Sale of Property relating to the
Fairchild Building dated June 8, 1998 between the Fremont Joint
Venture (as successor in interest by assignment) and Rose
Ventures V, Inc., Thomas G. Haury and Carleen S. Haury
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.14          Restatement of and First Amendment to Agreement for the Purchase
and Sale of Property relating to the Fairchild Building dated
July 1, 1998 between the Fremont Joint Venture (as successor in
interest by assignment) and Rose Ventures V, Inc., Thomas G.
Haury and Carleen S. Haury (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-
11, as amended to date, Commission File No. 333-32099)

10.15          Promissory Note for $5,960,000 from the Fremont Joint Venture to
NationsBank, N.A. relating to the Fairchild Building dated July
16, 1998 (previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.16          Deed of Trust securing the Fairchild Building dated July 16, 1998
between the Fremont Joint Venture and NationsBank, N.A.
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.17          Joint Venture Agreement of Wells/Fremont Associates (the "Fremont
Joint Venture") dated July 15, 1998 between Wells Development
Corporation and Wells Operating Partnership, L.P. (previously
filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date,
Commission File No. 333-32099)

10.18          Joint Venture Agreement of Fund X and Fund XI Associates (the
"Fund X-XI Joint Venture") dated July 15, 1998 between the
Registrant and Wells Real Estate Fund X, L.P. (previously filed
and incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No.
333-32099)

10.19          Agreement for the Purchase and Sale of Joint Venture Interest
relating to the Fremont Joint Venture dated July 17, 1998 between
Wells Development Corporation and the Fund X-XI Joint Venture
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.20          Lease Agreement for the Fairchild Building dated September 19,
1997 between the Fremont Joint Venture (as successor in interest
by assignment) and Fairchild Technologies USA, Inc. (previously
filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date,
Commission File No. 333-32099)

10.21          Purchase and Sale Agreement and Joint Escrow Instructions
relating to the Cort Furniture Building dated June 12, 1998
between the Cort Joint Venture (as successor in interest by
assignment) and Spencer Fountain Valley Holdings, Inc.
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.22          First Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions relating to the Cort Furniture Building dated July
16, 1998 between the Cort Joint Venture (as successor in interest
by assignment) and Spencer Fountain Valley Holdings, Inc.
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.23          Promissory Note for $4,875,000 from the Cort Joint Venture to
NationsBank, N.A. relating to the Cort Furniture Building dated
July 30, 1998 (previously filed and incorporated by reference

II-5

to the Registrant's Registration Statement on Form S-11, as
amended to date, Commission File No. 333-32099)

10.24          Deed of Trust securing the Cort Furniture Building dated July 30,
1998 between the Fremont Joint Venture and NationsBank, N.A.
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.25          Joint Venture Agreement of Wells/Orange County Associates (the
"Cort Joint Venture") dated July 27, 1998 between Wells
Development Corporation and Wells Operating Partnership, L.P.
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.26          Agreement for the Purchase and Sale of Joint Venture Interest
relating to the Cort Joint Venture dated July 30, 1998 between
Wells Development Corporation and the Fund X-XI Joint Venture
(previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.27          Real Estate Option Agreement for the purchase of Lot #11 dated
April 22, 1998 between The Development Corporation of Knox County
and Wells Development Corporation, filed herewith

10.28          Real Estate Option Agreement for the purchase of Lot #10 dated
June 21, 1998 between The Development Corporation of Knox County
and Wells Development Corporation, filed herewith

10.29          Amendment to Real Estate Option Agreements (Lots 10 and 11) dated
September 8, 1998 between The Development Corporation of Knox
County and Wells Development Corporation, filed herewith

10.30          Second Amendment to Real Estate Option Agreements (Lots 10 and
11) dated October 7, 1998 between The Development Corporation of
Knox County and Wells Development Corporation, filed herewith

10.31          Agreement for the Purchase and Sale of Property for an undivided
interest in the Associates Property dated September 15, 1998
between Wells Development Corporation and Wells Operating
Partnership, L.P., filed herewith

10.32          Development Agreement for the Associates Building dated September
15, 1998 between Wells Development Corporation and ADEVCO
Corporation, filed herewith

10.33          Guaranty of Development Agreement for the Associates Building
dated September 15, 1998 by David M. Kraxberger, filed herewith

10.34          Owner-Contractor Agreement for the construction of the Associates
Building dated September 10, 1998 between Wells Development
Corporation and Integra Construction, Inc., filed herewith

10.35          Temporary Lease Agreement for remainder of the ABB Building dated
September 10, 1998 between the IX-X-XI-REIT Joint Venture and
Associates Housing Finance, LLC, filed herewith

10.36          Lease Agreement for the Associates Building dated September 10,
1998 between Wells Development Corporation and Associates Housing
Finance, LLC, filed herewith

10.37          Amended and Restated Purchase Agreement relating to the PWC
Building dated December 4, 1998 between Carter Sunforest, L.P.
and Wells Operating Partnership, L.P., filed herewith

II-6

10.38          Assignment and Assumption Agreement relating to the PWC Building
dated December 4, 1998 between TriNet Corporate Realty Trust,
Inc. and Wells Operating Partnership, L.P., filed herewith

10.39          Amended and Restated Loan Agreement dated December 31, 1998
between Wells Operating Partnership, L.P. and SouthTrust Bank,
National Association, filed herewith

10.40          Amended and Restated Promissory Note for $15,500,000 from Carter
Sunforest, L.P. to SouthTrust Bank, National Association dated
December 31, 1998, filed herewith

10.41          Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents securing the PWC Building dated December 31, 1998
between Carter Sunforest, L.P. and SouthTrust Bank, National
Association, filed herewith

10.42          Lease for the PWC Building dated March 30, 1998 between Wells
Operating Partnership, L.P. (as successor in interest by
assignment) and Price Waterhouse LLP, filed herewith

10.43          Amended and Restated Warrant Purchase Agreement dated December
31, 1998 between the Registrant and Wells Investment Securities,
Inc., filed herewith

23.1           Consent of Hunton & Williams (included in Exhibits 5.1 and 8.1)

23.2           Consent of Arthur Andersen LLP, filed herewith

24.1           Power of Attorney, filed herewith

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

II-7

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 12th day of January, 1999.

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
January 12, 1999 by the following persons in the capacities indicated.

/s/ Leo F. Wells, III              President and Director
- --------------------------------                        
Leo F. Wells, III                  (Principal Executive Officer)

/s/ Brian M. Conlon                Executive Vice President and Director
- --------------------------------
Brian M. Conlon                    (Principal Financial and Accounting Officer)

/s/ Walter W. Sessoms          *   Director
- --------------------------------
Walter W. Sessoms

/s/ John L. Bell               *   Director
- --------------------------------
John L. Bell

/s/ Richard W. Carpenter       *   Director
- --------------------------------
Richard W. Carpenter

/s/ Bud S. Carter              *   Director
- --------------------------------
Bud Carter

/s/ Donald S. Moss             *   Director
- --------------------------------
Donald S. Moss

/s/ Neil H. Strickland         *   Director
- --------------------------------
Neil H. Strickland

/s/ William H. Keogler, Jr.    *   Director
- --------------------------------
William H. Keogler, Jr.

*    By Brian M. Conlon, Attorney-in-fact, pursuant to Power of Attorney dated
August 19, 1998 and included as Exhibit 24.1 herein.

EXHIBIT INDEX
-------------

Sequential
Exhibit No.  Description
- -----------  -----------

1.1          Form of Dealer Manager Agreement between the Registrant and Wells
Investment Securities, Inc. (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-11,
as amended to date, Commission File No. 333-32099)

3.1          Form of Amended and Restated Articles of Incorporation of the
Registrant (previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

3.2          Bylaws of the Registrant (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-11,
as amended to date, Commission File No. 333-32099) 4.1 Form of
Subscription Agreement and Subscription Agreement Signature Page
(included as Exhibit B to Prospectus)

4.2          Form of Dividend Reinvestment Plan (included as Exhibit C to
Prospectus)

5.1          Form of Opinion of Hunton & Williams (previously filed and
incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No. 
333-32099)                                           

8.1          Form of Opinion of Hunton & Williams as to Tax Matters (previously
filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)                                  

10.1         Form of Agreement of Limited Partnership of Wells Operating
Partnership, L.P. (previously filed and incorporated by reference
to the Registrant's Registration Statement on Form S-11, as amended
to date, Commission File No. 333-32099)                

10.2         Form of Escrow Agreement (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-11,
as amended to date, Commission File No. 333-32099)

10.3         Form of Advisory Agreement (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-11,
as amended to date, Commission File No. 333-32099)

10.3(a)      First Amendment to Advisory Agreement dated June 1, 1998
(previously filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.4         Amended and Restated Joint Venture Agreement of The Fund IX, Fund
X, Fund XI and REIT Joint Venture (the "IX-X-XI-REIT Joint
Venture") dated June 11, 1998 (previously filed and incorporated by
reference to the Registrant's Registration Statement on Form S-11,
as amended to date, Commission File No. 333-32099)

10.5         Lease Agreement for the ABB Building dated December 10, 1996
between the IX-X-XI-REIT Joint Venture (as successor in interest by
assignment) and ABB Flakt, Inc. (previously filed as Exhibit 10(kk)
and incorporated by reference to the Registration Statement on Form
S-11 of Wells Real Estate Fund VIII, L.P. and Wells Real Estate
Fund IX, L.P., as amended, Commission File No. 33-83852)

10.6         Agreement for the Purchase and Sale of Real Property relating to
the Ohmeda Building dated November 14, 1997 between Lincor
Centennial, Ltd. and Wells Real Estate Fund X, L.P. (previously
filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.7         Agreement for the Purchase and Sale of Property relating to the
Interlocken Building dated February 11, 1998 between Orix Prime
West Broomfield Venture and Wells Development Corporation
(previously filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.8         Agreement for the Purchase and Sale of Real Property relating to
the Lucent Building dated May 30, 1997 between Wells Development
Corporation and the IX-X-XI-REIT Joint Venture (previously filed as
Exhibit 10(k) and incorporated by reference to the Registration
Statement on Form S-11 of Wells Real Estate Fund X, L.P. and Wells
Real Estate Fund XI, L.P., as amended to date, Commission File No.
333-7979)

10.8(a)      First Amendment to the Agreement for the Purchase and Sale of Real
Property relating to the Lucent Building dated April 21, 1998
between Wells Development Corporation and the IX-X-XI-REIT Joint
Venture (previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.9         Development Agreement relating to the Lucent Building dated May 30,
1997 between Wells Development Corporation and ADEVCO Corporation
(previously filed as Exhibit 10(m) and incorporated by reference to
the Registration Statement on Form S-11 of Wells Real Estate Fund
X, L.P. and Wells Real Estate Fund XI, L.P., as amended to date,
Commission File No. 333-7979)

10.10        Net Lease Agreement for the Lucent Building dated May 30, 1997
between the IX-X-XI-REIT Joint Venture (as successor in interest by
assignment) and Lucent Technologies, Inc. (previously filed as
Exhibit 10(l) and incorporated by reference to the Registration
Statement on Form S-11 of Wells Real Estate Fund X, L.P. and Wells
Real Estate Fund XI, L.P., as amended to date, Commission File No.
333-7979)

10.10(a)     First Amendment to Net Lease Agreement for the Lucent Building
dated March 30, 1998 between the IX-X-XI-REIT Joint Venture (as
successor in interest by assignment) and Lucent Technologies, Inc.
(previously filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.11        Purchase and Sale Agreement relating to the Iomega Building dated
February 4, 1998 between the IX-X-XI-REIT Joint Venture and SCI
Development Services Incorporated (previously filed and
incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No. 
333-32099)

10.12        Lease Agreement for the Iomega Building dated April 9, 1996 between
the IX-X-XI-REIT Joint Venture (as successor in interest by
assignment) and Iomega Corporation (previously filed and
incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No. 
333-32099)

10.13        Agreement for the Purchase and Sale of Property relating to the
Fairchild Building dated June 8, 1998 between the Fremont Joint
Venture (as successor in interest by assignment) and Rose Ventures
V, Inc., Thomas G. Haury and Carleen S. Haury (previously filed and
incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No. 
333-32099)

10.14        Restatement of and First Amendment to Agreement for the Purchase
and Sale of Property relating to the Fairchild Building dated July
1, 1998 between the Fremont Joint Venture (as successor in interest
by assignment) and Rose Ventures V, Inc., Thomas G. Haury and
Carleen S. Haury (previously filed and incorporated by reference to
the Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.15        Promissory Note for $5,960,000 from the Fremont Joint Venture to
NationsBank, N.A. relating to the Fairchild Building dated July 16,
1998 (previously filed and incorporated by reference to the
Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.16        Deed of Trust securing the Fairchild Building dated July 16, 1998
between the Fremont Joint Venture and NationsBank, N.A. (previously
filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.17        Joint Venture Agreement of Wells/Fremont Associates (the "Fremont
Joint Venture") dated July 15, 1998 between Wells Development
Corporation and Wells Operating Partnership, L.P. (previously filed
and incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No. 
333-32099)

10.18        Joint Venture Agreement of Fund X and Fund XI Associates (the "Fund
X-XI Joint Venture") dated July 15, 1998 between the Registrant and
Wells Real Estate Fund X, L.P. (previously filed and incorporated
by reference to the Registrant's Registration Statement on Form S-
11, as amended to date, Commission File No. 333-32099)

10.19        Agreement for the Purchase and Sale of Joint Venture Interest
relating to the Fremont Joint Venture dated July 17, 1998 between
Wells Development Corporation and the Fund X-XI Joint Venture
(previously filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.20        Lease Agreement for the Fairchild Building dated September 19, 1997
between the Fremont Joint Venture (as successor in interest by
assignment) and Fairchild Technologies USA, Inc. (previously filed
and incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No. 
333-32099)

10.21        Purchase and Sale Agreement and Joint Escrow Instructions relating
to the Cort Furniture Building dated June 12, 1998 between the Cort
Joint Venture (as successor in interest by assignment) and Spencer
Fountain Valley Holdings, Inc. (previously filed and incorporated
by reference to the Registrant's Registration Statement on Form S-
11, as amended to date, Commission File No. 333-32099)

10.22        First Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions relating to the Cort Furniture Building dated July 16,
1998 between the Cort Joint Venture (as successor in interest by
assignment) and Spencer Fountain Valley Holdings, Inc. (previously
filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.23        Promissory Note for $4,875,000 from the Cort Joint Venture to
NationsBank, N.A. relating to the Cort Furniture Building dated
July 30, 1998 (previously filed and incorporated by reference to
the Registrant's Registration Statement on Form S-11, as amended to
date, Commission File No. 333-32099)

10.24        Deed of Trust securing the Cort Furniture Building dated July 30,
1998 between the Fremont Joint Venture and NationsBank, N.A.
(previously filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.25        Joint Venture Agreement of Wells/Orange County Associates (the
"Cort Joint Venture") dated July 27, 1998 between Wells Development
Corporation and Wells Operating Partnership, L.P. (previously filed
and incorporated by reference to the Registrant's Registration
Statement on Form S-11, as amended to date, Commission File No. 
333-32099)

10.26        Agreement for the Purchase and Sale of Joint Venture Interest
relating to the Cort Joint Venture dated July 30, 1998 between
Wells Development Corporation and the Fund X-XI Joint Venture
(previously filed and incorporated by reference to the Registrant's
Registration Statement on Form S-11, as amended to date, Commission
File No. 333-32099)

10.27        Real Estate Option Agreement for the purchase of Lot #11 dated
April 22, 1998 between The Development Corporation of Knox County
and Wells Development Corporation, filed herewith

10.28        Real Estate Option Agreement for the purchase of Lot #10 dated June
21, 1998 between The Development Corporation of Knox County and
Wells Development Corporation, filed herewith

10.29        Amendment to Real Estate Option Agreements (Lots 10 and 11) dated
September 8, 1998 between The Development Corporation of Knox
County and Wells Development Corporation, filed herewith

10.30        Second Amendment to Real Estate Option Agreements (Lots 10 and 11)
dated October 7, 1998 between The Development Corporation of Knox
County and Wells Development Corporation, filed herewith

10.31        Agreement for the Purchase and Sale of Property for an undivided
interest in the Associates Property dated September 15, 1998
between Wells Development Corporation and Wells Operating
Partnership, L.P., filed herewith

10.32        Development Agreement for the Associates Building dated September
15, 1998 between Wells Development Corporation and ADEVCO
Corporation, filed herewith

10.33        Guaranty of Development Agreement for the Associates Building dated
September 15, 1998 by David M. Kraxberger, filed herewith

10.34        Owner-Contractor Agreement for the construction of the Associates
Building dated September 10, 1998 between Wells Development
Corporation and Integra Construction, Inc., filed herewith

10.35        Temporary Lease Agreement for remainder of the ABB Building dated
September 10, 1998 between the IX-X-XI-REIT Joint Venture and
Associates Housing Finance, LLC, filed herewith

10.36        Lease Agreement for the Associates Building dated September 10,
1998 between Wells Development Corporation and Associates Housing
Finance, LLC, filed herewith

10.37        Amended and Restated Purchase Agreement relating to the PWC
Building dated December 4, 1998 between Carter Sunforest, L.P. and
Wells Operating Partnership, L.P., filed herewith

10.38        Assignment and Assumption Agreement relating to the PWC Building
dated December 4, 1998 between TriNet Corporate Realty Trust, Inc.
and Wells Operating Partnership, L.P., filed herewith

10.39        Amended and Restated Loan Agreement dated December 31, 1998 between
Wells Operating Partnership, L.P. and SouthTrust Bank, National
Association, filed herewith

10.40        Amended and Restated Promissory Note for $15,500,000 from Carter
Sunforest, L.P. to SouthTrust Bank, National Association dated
December 31, 1998, filed herewith

10.41        Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents securing the PWC Building dated December 31, 1998 between
Carter Sunforest, L.P. and SouthTrust Bank, National Association,
filed herewith

10.42        Lease for the PWC Building dated March 30, 1998 between Wells
Operating Partnership, L.P. (as successor in interest by
assignment) and Price Waterhouse LLP, filed herewith

10.43        Amended and Restated Warrant Purchase Agreement dated December 31,
1998 between the Registrant and Wells Investment Securities, Inc.,
filed herewith

23.1         Consent of Hunton & Williams (included in Exhibits 5.1 and 8.1)

23.2         Consent of Arthur Andersen LLP, filed herewith

24.1         Power of Attorney, filed herewith

________________

EXHIBIT 10.27

REAL ESTATE OPTION AGREEMENT

FOR LOT #11

BETWEEN THE DEVELOPMENT CORPORATION OF KNOX COUNTY

AND

WELLS DEVELOPMENT CORPORATION

REAL ESTATE OPTION AGREEMENT
----------------------------

This REAL ESTATE OPTION AGREEMENT is made and entered into effective as of
the 22nd day of April, 1998 (the "Effective Date"), by and between THE
DEVELOPMENT CORPORATION OF KNOX COUNTY, a Tennessee non-profit corporation,
hereinafter referred to as "Seller," and WELLS DEVELOPMENT CORPORATION, a
Georgia corporation, hereinafter referred to as "Purchaser."

WITNESSETH:
---------- 

WHEREAS, Seller is the owner in fee simple of a certain unimproved tract
of land consisting of approximately 4.7 acres, more or less, comprised of LOT
#11 in CENTERPOINT BUSINESS PARK, located in Knox County, Tennessee, as is more
particularly described on Exhibit A, attached hereto and incorporated herein by
---------                                            
reference (hereinafter referred to as the "Premises"); and

WHEREAS, Purchaser wishes to purchase an option on the Premises as
hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and provisions
herein contained, the payment of the Option Price hereinafter specified, the
foregoing recitals which are incorporated into this Agreement by reference, and
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.  Grant of Option.  Subject to the conditions of this Agreement, Seller
---------------                                                      
hereby grants to Purchaser an option to purchase the Premises together with all
improvements thereon, if any, on an "as is, where is" basis except as provided
in Paragraph 7.

2.  Option Period.  This Option shall remain in full force and effect
-------------                                                    
for a period of two (2) months from the Effective Date, such Option Period
commencing upon the Effective Date, and terminating at 11:59 p.m. on the 22nd
day of June, 1998, which period of time is hereinafter referred to as the
"Exercise Period." By mutual agreement of the parties, the Exercise 

Period may be extended for an additional period of thirty (30) days, which
extension will be evidenced by an amendment to this Agreement signed by both
parties.

3.  Exercise of Option.  This Option may be exercised by Purchaser at any
------------------                                                   
time during the Exercise Period by written notice from Purchaser to Seller which
is actually delivered to and received by Seller during the Exercise Period.

4.  Option Consideration.  Purchaser shall pay to Seller the sum of Five
--------------------                                                
Thousand and No/100 Dollars ($5,000.00) ("Option Price") as consideration for
the granting of the Option, the receipt of which is hereby acknowledged.  In the
event Purchaser does not exercise the Option as herein provided, the Option
Price shall be retained by Seller free and clear of all claims.  In the event
Purchaser properly exercises the Option as herein provided, the Option Price
shall be credited against the Purchase Price.

5.  Exceptions to Title.  In the event of the exercise of the Option, the
-------------------                                                  
Premises will be sold and conveyed subject to:

a.  Real property taxes for the year 1998, which shall be apportioned
between the parties hereto at the closing hereof and assumed by
Purchaser;

b.  Utilities easements serving the Premises and plat restrictions of
record;

c.  Such other easements, covenants, and restrictions as are of record in
the Knox County Register's Office; and

d.  Such other affirmative covenants and restrictions which are contained
in the proposed form of the warranty deed, attached hereto as Exhibit
-------
B.
- 

6.  Purchase Price.  In the event of the exercise of the Option, the total
--------------                                                        
purchase price for the Premises will be ONE HUNDRED THIRTY THOUSAND DOLLARS
($130,000.00) per acre (the "Purchase Price"), the exact acreage to be
determined by a survey performed at Purchaser's sole cost.  The Purchase Price
shall be payable as follows:

(a) The Option Price shall be applied to the Purchase Price;

(b) The balance of the Purchase Price shall be paid in cash or by
cashier's or certified check at the Closing of the sale of the
Premises hereinafter specified (the "Closing").

7.  Soils Testing.
------------- 

(a) Environmental.     Purchaser, at its own expense, may conduct a Phase
I environmental report.  This report must show that there are no environmental
hazards, defects, or violations on the premises that might require correction or
clean-up by Purchaser.  If, after receipt by the parties of the Phase I
environmental report, it appears that additional environmental reports are
necessary and/or expense will have to be incurred to clean-up the property, then
the Seller shall, at its option, proceed further and incur these expenses or
terminate this agreement.  If this agreement is terminated, the Purchaser shall
be entitled to a return of its option deposit.

(b) Structural and Topographical.  Upon full execution of this Agreement,
Purchaser may obtain, at its cost, technical engineering to determine the
suitability of soil conditions and topography for the construction of a
manufacturing facility.  Should technical reports indicate the property is
unsuitable for this use, then Purchaser may terminate this Option Agreement by
written notice to Seller, in which event the Option Price shall be immediately
returned to Purchaser and each of the parties shall be released from further
liability to the other.

8.  Assignment of Option.  This Agreement may not be assigned by Purchaser
--------------------                                                  
without the prior written consent of Seller, which shall not be unreasonably 
withheld.

9.  Existing Mortgages.  If there be a mortgage or deed of trust on the
------------------                                                 
Premises and in the event of the exercise of the Option, Seller agrees to obtain
at Seller's expense and deliver to Purchaser, on or before the Closing
hereunder, a release thereof, properly executed and acknowledged in form for
recording.

10. Title to the Premises.  Purchaser agrees at Purchaser's expense to
---------------------                                             
cause the title to the Premises to be examined by any reputable title company or
attorney, and to obtain a survey of the Premises, both certified and delivered
to Seller and Purchaser.  The new survey description shall be used for the deed
described in paragraph 13.
------------ 

11. Purchaser's Rights on Seller's Default.  In the event of the exercise
--------------------------------------                               
of the Option and if (i) Seller defaults in its performance hereunder; or (ii)
Seller is unable to convey good title to the Premises at Closing as required
hereunder; or (iii) a qualified and licensed architect or engineer concludes
that the Premises are unsuitable for construction due to soil or geologic
conditions, then Purchaser shall have the following rights:

a.  To accept the Premises or any part thereof subject to any of the
foregoing and, if necessary, obtain specific performance of this
Agreement subject to such matters; or

b.  To cancel and terminate this Agreement by written notice to Seller, in
which event the Option Price, together with any accrued interest
thereon, shall be returned to Purchaser.

Purchaser must elect one of the foregoing remedies, upon which election
the selected remedy shall become Purchaser's sole remedy at law or in equity.

12. Seller's Rights Upon Purchaser's Default.  In the event Purchaser
----------------------------------------                         
should exercise the Option and thereafter default under this Agreement, Seller
shall have any and all remedies available to Seller under applicable law at law
or in equity.

13. Title Documents.  In the event of the exercise of the Option, the deed
---------------                                                       
by which the Premises are conveyed to Purchaser at the Closing shall be a
special warranty deed substantially in the form of Exhibit B, suitable for
---------              
recording and duly executed and acknowledged by Seller, subject to the matters
stated in paragraph 5.  Seller shall pay the cost of preparing said deed and
-----------                                                       
Purchaser shall pay the cost of recording the same,  including all taxes.
Purchaser agrees to pay all other closing costs.

14. Purchaser's Right to Possession.  In the event of the exercise of the
-------------------------------                                      
Option, Seller agrees to give actual possession and occupancy of the Premises to
Purchaser at the time of Closing hereunder, provided, however, during the
Exercise Period, Purchaser shall have the right to enter the Premises, together
with men and materials, for the following purposes:  (i) to make a physical
inspection of the Premises, including subsurface tests, test borings, and
hazardous waste tests; and (ii) to make an accurate survey of the boundaries of
the Premises.  Purchaser shall also have the right to inspect the Premises
immediately prior to or on the day of Closing.  In the event Purchaser enters
upon the Premises for the purposes specified in subparagraphs (i) and (ii)
-----------------     ----
above, Purchaser will indemnify Seller for any claim made against Seller as a
result of Purchaser's entry and, if the Closing does not take place as provided
hereunder, Purchaser will indemnify Seller for any damage to the Premises caused
by Purchaser's entry.  Purchaser's indemnity obligations contained in this
paragraph 14 shall survive the expiration of the Option Period in the event the
- ------------                                                                   
Closing does not take place.

15. Condemnation Prior to Closing.  In the event of the exercise of the
-----------------------------                                      
Option and in the event of the taking of the Premises or any part thereof by
condemnation, the parties agree that Purchaser shall have the option to declare
this Agreement null and void (in which event the Option Price shall be returned
to Purchaser) or to accept the Premises in the condition in which they are left
following such taking, with an assignment by Seller to Purchaser of all rights
to the collection of any condemnation award.

16. Closing Adjustments.  In the event of the exercise of the Option, at
-------------------                                                 
the time of Closing hereunder, real estate taxes shall be apportioned and
adjusted between the parties as of the date of Closing.

17. Closing.  In the event of the exercise of the Option, the Closing of
-------                                                             
the purchase of the Premises by Purchaser shall be held within thirty (30) days
after the exercise of the Option, with the location and time of said Closing to
be specified by Seller in a written notice.  At said Closing, the Purchase Price
shall be paid by Purchaser to Seller as required in paragraph 6 hereof and
-----------           
Seller shall deliver to Purchaser a special warranty deed for the Premises as
required by paragraph 13 hereof.
------------        

18. Brokerage Commissions.  In the event of the exercise of the Option and
---------------------                                               
closing of the sale of the premises as herein specified, Seller agrees to pay
ADEVCO REALTY GROUP a commission equal to Five (5%) of the Purchase Price for
arranging the sale of the premises pursuant to a separate agreement with said
broker. Purchaser agrees to and hereby does indemnify and hold Seller free and
harmless from all losses, damages, costs, commissions and expenses, including
attorneys' fees, that Seller may suffer as a result of any claims or suits
brought by any other brokers or finders in connection with this transaction,
except with respect to a broker employed by Seller.

19. General Provisions.
------------------ 
a.  All notices or demands hereunder shall be in writing and shall be
deemed to have been sufficiently given or served for all purposes when
presented personally or sent by registered or certified United States
mail, return receipt requested, or forwarded by a nationally
recognized overnight courier service, to any party hereto at the
address set forth below or at such other address as any party shall
subsequently designate in writing:

If to Seller:
The Development Corporation of Knox County
601 W. Summit Hill Drive, Suite 200-A
Knoxville, Tennessee 37902
Contact:  Melissa A. Ziegler
Phone:  (423) 546-5887

If to Purchaser:

Wells Development Corporation
3885 Holcomb Bridge Road
Norcross, Georgia  30092
Contact: Michael Berndt
Phone: (770)449-7800

b.  This Agreement shall be construed and enforced in accordance with the
laws of the State of Tennessee.

c.  If two or more persons constitute either Seller or Purchaser, the word
"Seller" or the word "Purchaser" shall be construed as if it reads
"Sellers" and "Purchasers" whenever the sense of this Agreement so
requires.

d.  The captions of this Agreement are inserted only for the purpose of
convenient reference and in no way define, limit, or prescribe the
scope or intent of this Agreement or any part thereof.

e.  This Agreement constitutes the entire contract between the parties
hereto, and may not be changed (including an extension of the Exercise
Period as provided in paragraph 2) or terminated orally, but may only
-----------                                    
be modified by an instrument in writing signed by the parties hereto.

f.  The provisions hereof shall apply to and inure to the benefit of the
successors, assigns and representatives of the respective parties
hereto.

g.  This Agreement may be executed in multiple counterparts which shall be
construed together as one instrument.

h.  In any dispute relating to the enforcement of this Agreement, the
defaulting party shall reimburse the costs incurred by the prevailing
party, including reasonable attorneys fees.

EXECUTED as of the day, year and month first above written.

SELLER:

April 22, 1998  10:45 AM                THE DEVELOPMENT CORPORATION OF
- -------------------------- 
Date and time executed                  KNOX COUNTY

/s/ Douglas Lawfer                      By: /s/ Melissa A. Ziegler
- -------------------------                  -------------------------------
Witness                                       Melissa Ziegler
Its:  Executive Director

PURCHASER:

WELLS DEVELOPMENT CORPORATION

April 22, 1998 12:05 PM
- -------------------------
Date and time executed

/s/ David M. Kraxberger                 By: /s/ Michael C. Berndt     
- -------------------------                   ------------------------------
Witness
Title: VP-Chief Investment Officer
---------------------------  

EXHIBIT A

====The==============
DEVELOPMENT           CENTERPOINT BUSINESS PARK   
CORPORATION           KNOX COUNTY, TENNESSEE
====Of Knox County===

[CHART OF CENTERPOINT BUSINESS PARK APPEARS HERE]

706 Walnut Street, Suite 700 . Knoxville, Tennessee 37902
Phone: (423)546-5887 . Fax: (423)546-6170
http://KnoxDevelopment.org  

EXHIBIT 10.28

REAL ESTATE OPTION AGREEMENT

FOR LOT #10

BETWEEN THE DEVELOPMENT CORPORATION OF KNOX COUNTY

AND

WELLS DEVELOPMENT CORPORATION

REAL ESTATE OPTION AGREEMENT
----------------------------

This REAL ESTATE OPTION AGREEMENT is made and entered into effective as of
the 21st day of June 1998 (the "Effective Date"), by and between THE DEVELOPMENT
CORPORATION OF KNOX COUNTY, a Tennessee non-profit corporation, hereinafter
referred to as "Seller," and WELLS DEVELOPMENT CORPORATION, a Georgia
corporation, hereinafter referred to as "Purchaser."

WITNESSETH:
---------- 

WHEREAS, Seller is the owner in fee simple of a certain unimproved tract
of land consisting of approximately 2.78 acres, more or less, comprised of LOT
#10 in CENTERPOINT BUSINESS PARK, located in Knox County, Tennessee, as is more
particularly described on Exhibit A, attached hereto and incorporated herein by
---------                                            
reference (hereinafter referred to as the "Premises"); and

WHEREAS, Purchaser wishes to purchase an option on the Premises as
hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and provisions
herein contained, the payment of the Option Price hereinafter specified, the
foregoing recitals which are incorporated into this Agreement by reference, and
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.  Grant of Option.  Subject to the conditions of this Agreement, Seller
---------------                                                      
hereby grants to Purchaser an option to purchase the Premises together with all
improvements thereon, if any, on an "as is, where is" basis except as provided
in Paragraph 7.

2.  Option Period.  This Option shall remain in full force and effect
-------------                                                    
until terminating at 11:59 p.m. on the 1/st/ day of AUGUST, 1998, which period
of time is hereinafter referred to as the "Exercise Period."

3.  Exercise of Option.  This Option may be exercised by Purchaser at any
------------------                                                   
time during the Exercise Period by written notice from Purchaser to Seller which
is actually delivered to and received by Seller during the Exercise Period.

4.  Option Consideration.  Purchaser shall pay to Seller the sum of Three
--------------------                                                 
Thousand and No/100 Dollars ($3,000.00) ("Option Price") as consideration for
the granting of the Option, the receipt of which is hereby acknowledged.  In the
event Purchaser does not exercise the Option as herein provided, the Option
Price shall be retained by Seller free and clear of all claims.  In the event
Purchaser properly exercises the Option as herein provided, the Option Price
shall be credited against the Purchase Price.

5.  Exceptions to Title.  In the event of the exercise of the Option, the
-------------------                                                  
Premises will be sold and conveyed subject to:

a.  Real property taxes for the year 1998, which shall be apportioned
between the parties hereto at the closing hereof and assumed by
Purchaser;

b.  Utilities easements serving the Premises and plat restrictions of
record;

c.  Such other easements, covenants, and restrictions as are of record in
the Knox County Register's Office; and

d.  Such other affirmative covenants and restrictions which are contained
in the proposed form of the warranty deed, attached hereto as Exhibit
-------
B.
- 

6.    Purchase Price.  In the event of the exercise of the Option, the total
--------------                                                        
purchase price for the Premises will be ONE HUNDRED THIRTY THOUSAND DOLLARS
($130,000.00) per acre (the "Purchase 

Price"), the exact acreage to be determined by a survey performed at Purchaser's
sole cost. The Purchase Price shall be payable as follows:

(a)  The Option Price shall be applied to the Purchase Price;

(b)  The balance of the Purchase Price shall be paid in cash or by
cashier's or certified check at the Closing of the sale of the
Premises hereinafter specified (the "Closing").

7.   Soils Testing.
------------- 

(a)  Environmental.     Purchaser, at its own expense, may conduct a Phase
I environmental report.  This report must show that there are no environmental
hazards, defects, or violations on the premises that might require correction or
clean-up by Purchaser.  If, after receipt by the parties of the Phase I
environmental report, it appears that additional environmental reports are
necessary and/or expense will have to be incurred to clean-up the property, then
the Seller shall, at its option, proceed further and incur these expenses or
terminate this agreement.  If this agreement is terminated, the Purchaser shall
be entitled to a return of its option deposit.

(b)  Structural and Topographical.  Upon full execution of this Agreement,
Purchaser may obtain, at its cost, technical engineering to determine the
suitability of soil conditions and topography for the construction of a
manufacturing facility.  Should technical reports indicate the property is
unsuitable for this use, then Purchaser may terminate this Option Agreement by
written notice to Seller, in which event the Option Price shall be immediately
returned to Purchaser and each of the parties shall be released from further
liability to the other.

8.   Assignment of Option. This Agreement may not be assigned by Purchaser
--------------------     
without the prior written consent of Seller.

9.   Existing Mortgages.  If there be a mortgage or deed of trust on the
------------------                                                 
Premises and in the event of the exercise of the Option, Seller agrees to obtain
at Seller's expense and deliver to Purchaser, on or before the Closing
hereunder, a release thereof, properly executed and acknowledged in form for
recording.

10.  Title to the Premises.  Purchaser agrees at Purchaser's expense to
---------------------                                             
cause the title to the Premises to be examined by any reputable title company or
attorney, and to obtain a survey of the Premises, both certified and delivered
to Seller and Purchaser.  The new survey description shall be used for the deed
described in paragraph 13.
------------ 

11.  Purchaser's Rights on Seller's Default.  In the event of the exercise
--------------------------------------                               
of the Option and if (i) Seller defaults in its performance hereunder; or (ii)
Seller is unable to convey good title to the Premises at Closing as required
hereunder; or (iii) a qualified and licensed architect or engineer concludes
that the Premises are unsuitable for construction due to soil or geologic
conditions, then Purchaser shall have the following rights:

a.   To accept the Premises or any part thereof subject to any of the
foregoing and, if necessary, obtain specific performance of this
Agreement subject to such matters; or

b.   To cancel and terminate this Agreement by written notice to Seller,
in which event the Option Price, together with any accrued interest
thereon, shall be returned to Purchaser.

Purchaser must elect one of the foregoing remedies, upon which election
the selected remedy shall become Purchaser's sole remedy at law or in equity.

12.  Seller's Rights Upon Purchaser's Default.  In the event Purchaser
----------------------------------------                         
should exercise the Option and thereafter default under this Agreement, Seller
shall have any and all remedies available to Seller under applicable law at law
or in equity.

13.  Title Documents. In the event of the exercise of the Option, the deed
---------------                                                    
by which the Premises are conveyed to Purchaser at the Closing shall be a
special warranty deed substantially in the form of Exhibit B, suitable for
---------              
recording and duly executed and acknowledged by Seller, subject to the matters
stated in paragraph 5.  Seller shall pay the cost of preparing said deed and
-----------                                                       

Purchaser shall pay the cost of recording the same, including all taxes.
Purchaser agrees to pay all other closing costs.

14.  Purchaser's Right to Possession.  In the event of the exercise of the
-------------------------------                                      
Option, Seller agrees to give actual possession and occupancy of the Premises to
Purchaser at the time of Closing hereunder, provided, however, during the
Exercise Period, Purchaser shall have the right to enter the Premises, together
with men and materials, for the following purposes:  (i) to make a physical
inspection of the Premises, including subsurface tests, test borings, and
hazardous waste tests; and (ii) to make an accurate survey of the boundaries of
the Premises.  Purchaser shall also have the right to inspect the Premises
immediately prior to or on the day of Closing.  In the event Purchaser enters
upon the Premises for the purposes specified in subparagraphs (i) and (ii)
-----------------     ----
above, Purchaser will indemnify Seller for any claim made against Seller as a
result of Purchaser's entry and, if the Closing does not take place as provided
hereunder, Purchaser will indemnify Seller for any damage to the Premises caused
by Purchaser's entry.  Purchaser's indemnity obligations contained in this
paragraph 14 shall survive the expiration of the Option Period in the event the
- ------------                                                                   
Closing does not take place.

15.  Condemnation Prior to Closing.  In the event of the exercise of the
-----------------------------                                      
Option and in the event of the taking of the Premises or any part thereof by
condemnation, the parties agree that Purchaser shall have the option to declare
this Agreement null and void (in which event the Option Price shall be returned
to Purchaser) or to accept the Premises in the condition in which they are left
following such taking, with an assignment by Seller to Purchaser of all rights
to the collection of any condemnation award.

16.  Closing Adjustments.  In the event of the exercise of the Option, at
-------------------                                                 
the time of Closing hereunder, real estate taxes shall be apportioned and
adjusted between the parties as of the date of Closing.

17.  Closing.  In the event of the exercise of the Option, the Closing of
-------                                                             
the purchase of the Premises by Purchaser shall be held within thirty (30) days
after the exercise of the Option, with 

the location and time of said Closing to be specified by Seller in a written
notice. At said Closing, the Purchase Price shall be paid by Purchaser to Seller
as required in paragraph 6 hereof and Seller shall deliver to Purchaser a 
-----------           
special warranty deed for the Premises as required by paragraph 13 hereof.
------------        

18.  Brokerage Commissions.    In the event of the exercise of the Option
---------------------                                               
and closing of the sale of the premises as herein specified, Seller agrees to
pay ADEVCO a commission equal to Five (5%) of the Purchase Price for arranging
the sale of the premises pursuant to a separate agreement with said broker.
Purchaser agrees to and hereby does indemnify and hold Seller free and harmless
from all losses, damages, costs, commissions and expenses, including attorneys'
fees, that Seller may suffer as a result of any claims or suits brought by any
other brokers or finders in connection with this transaction, except with
respect to a broker employed by Seller.

19.  General Provisions.
------------------ 
a.   All notices or demands hereunder shall be in writing and shall be
deemed to have been sufficiently given or served for all purposes
when presented personally or sent by registered or certified United
States mail, return receipt requested, or forwarded by a nationally
recognized overnight courier service, to any party hereto at the
address set forth below or at such other address as any party shall
subsequently designate in writing:

If to Seller:
The Development Corporation of Knox County
601 W. Summit Hill Drive, Suite 200-A
Knoxville, Tennessee 37902
Contact:  Melissa A. Ziegler
Phone:  (423) 546-5887

If to Purchaser:

Wells Development Corporation
3885 Holcomb Bridge Road
Norcross, Georgia  30092
Contact: Michael Berndt
Phone: (770)449-7800

b.   This Agreement shall be construed and enforced in accordance with the
laws of the State of Tennessee.

c.   If two or more persons constitute either Seller or Purchaser, the
word "Seller" or the word "Purchaser" shall be construed as if it
reads "Sellers" and "Purchasers" whenever the sense of this Agreement
so requires.

d.   The captions of this Agreement are inserted only for the purpose of
convenient reference and in no way define, limit, or prescribe the
scope or intent of this Agreement or any part thereof.

e.   This Agreement constitutes the entire contract between the parties
hereto, and may not be changed (including an extension of the
Exercise Period as provided in paragraph 2) or terminated orally, but
-----------
may only be modified by an instrument in writing signed by the
parties hereto.

f.   The provisions hereof shall apply to and inure to the benefit of the
successors, assigns and representatives of the respective parties
hereto.

g.   This Agreement may be executed in multiple counterparts which shall
be construed together as one instrument.

h.   In any dispute relating to the enforcement of this Agreement, the
defaulting party shall reimburse the costs incurred by the prevailing
party, including reasonable attorneys fees.

EXECUTED as of the day, year and month first above written.

SELLER:

6/21/98  10:00 AM                       THE DEVELOPMENT CORPORATION OF
- ----------------------------
Date and time executed                       KNOX COUNTY

Douglas Lawfer                               By: /s/ Melissa Ziegler
- ----------------------------                     -----------------------------
Witness                                           Melissa Ziegler
Its:  Executive Director

PURCHASER:

WELLS DEVELOPMENT CORPORATION
June 19, 1998  2:10 PM
- ---------------------------- 
Date and time executed

Alice S. Ridenour                            By: /s/ Michael C. Brendt
- ----------------------------                     -----------------------------
Witness                                      Title: Chief Investment Officer
--------------------------

EXHIBIT A

====The==============
DEVELOPMENT               CENTERPOINT BUSINESS PARK   
CORPORATION               KNOX COUNTY, TENNESSEE
====Of Knox County===

[CHART OF CENTERPOINT BUSINESS PARK APPEARS HERE]

706 Walnut Street, Suite 700 . Knoxville, Tennessee 37902
Phone: (423)546-5887 . Fax: (423)546-6170
http://KnoxDevelopment.org  

EXHIBIT 10.29

AMENDMENT TO REAL ESTATE OPTION AGREEMENTS

BETWEEN THE DEVELOPMENT CORPORATION OF KNOX COUNTY

AND

WELLS DEVELOPMENT CORPORATION

AMENDMENT TO REAL ESTATE OPTION AGREEMENT
-----------------------------------------
(LOTS 10 & 11, CENTERPOINT BUSINESS PARK

THIS AMENDMENT TO THE REAL ESTATE OPTION AGREEMENT (the "Amendment") is
made and entered into effective as of the 8 day of Sept, 1998 by and between
THE DEVELOPMENT CORPORATION OF KNOX COUNTY ("Seller") and WELLS DEVELOPMENT
CORPORATION ("Purchaser"):

RECITALS:
---------

WHEREAS, Seller and Purchaser entered into Real Estate Option Agreements
(the "Option Agreements") dated as of April 22, 1998 for the option to purchase
Lot 11 of CenterPoint Business Park, and as of June 21, 1998 for the option to
purchase Lot 10 of CenterPoint Business Park (the "Premises") as more
particularly described on Exhibit A to the Option Agreements and

WHEREAS, pursuant to the Option Agreement, the Purchaser had the right to
conduct certain tests and inspections of the Premises, including without
limitation, environmental inspection and soil tests to determine if the Premises
is suitable for Purchaser's intended use; and

WHEREAS, Purchaser's tests have discovered that the Premises contains
certain organic materials which must be removed for the Premises to be suitable
for Purchaser's use; and

WHEREAS, Purchaser's sole remedy under the Option Agreement if the Premises
is not suitable for Purchaser's intended use is to terminate the Option
Agreement and receive a refund of the Option Price (as defined in the Option
Agreement); and

WHEREAS, Purchaser has agreed to assume all responsibility for removal of
the unsuitable material and the replacement thereof with suitable materials on
the terms set forth in this Amendment in consideration of Seller agreeing to
reduce purchase price and agreeing to the other matters as set forth below;

WHEREAS, Seller and Purchaser have agreed to certain amendments to the
Option Agreement as more particularly described herein;

NOW, THEREFORE, in consideration of the foregoing, the mutual terms,
covenants and conditions set forth below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.   Paragraph 2 of the Option Agreement is hereby amended to provide that
the Exercise Period during which time the Purchaser has the right to exercise
its options to purchase the Premises shall be and is hereby extended through and
including 11:59 p.m. on the 15/th/ day of September, 1998.

1

2.   Paragraph 6 of the Option Agreement is hereby amended to provide that
the Purchase Price for the Premises shall be $809,900. The Purchase Price
reflects reductions in the original Purchase Price because of existing site
conditions that will require additional site work to remove organic debris such
as logs and stumps that have been buried on the Premises.

3.   The Purchaser acknowledges and agrees that it has had full and
complete opportunity to inspect the Premises and perform all tests and
inspections of the Premises and Purchaser is accepting the Premises in its "AS,
IS" condition. Purchaser further agrees that it hereby releases all claims
against Seller of every kind or nature, including, without limitation, any
claims related to or arising out of the condition of the Premises, whether known
or unknown.

4.   The Purchaser agrees to remove all unsuitable material on the Premises
and haul such material off site and properly dispose of such material. The
Seller will allow the Purchaser to remove up to an aggregate of 16,500 cubic
yards of fill material from Lots 7 and 8 in CenterPoint Business Park to be used
for Lot 10 and Lot 11 of CenterPoint Business Park. If Purchaser does not
exercise its option to purchase Lot 10, then the amount of fill dirt which
Purchaser shall be entitled to use from Lots 7 and 8 shall be reduced in
proportion to the relative acreage of Lot 11 and Lot 10. The Purchaser will be
responsible for clearing and grubbing the Seller's designated sections of Lots 7
and 8 as identified on attached map "Exhibit A" in CenterPoint Business Park and
will ensure the proper removal of the non man-made debris from such lots. The
Purchaser will also be responsible for stripping topsoil, if any, and having it
placed at a location designated by Seller (see Exhibit "A") for the temporary
topsoil stockpile. The Purchaser may remove material to an elevation specified
by the Seller and Purchaser shall maintain proper erosion control and other
appropriate construction practices. On completion of the borrow operation, all
disturbed areas on Lots 7 and 8 must be left with slopes of 2 to 1 less,
positive drainage control (no ponding), topsoil, if any, shall be replaced and
the lots shall be seeded and mulched with a maintainable stand of grass
achieved. The Purchaser further agrees to remove all undercut materials and all
borrowed dirt in accordance with specifications established by Seller's
engineer, Wilbur Smith and Associates, as described in Exhibit "B".

5.   The Purchaser agrees to obtain the permission of Knox County to cross
CenterPoint Boulevard, which is a public street controlled by Knox County, for
heavy trucks and other equipment and shall bear sole responsibility for repair
of any damage to the street and curbs resulting from the Purchaser's or
Purchaser's agents, contractors or subcontractors relating to the activities and
described in this Amendment.

6.   The Purchaser agrees that it will be responsible for all field testing
of Purchaser's material only and will provide the proper bonds and insurance for
all aspects of the work described in this Amendment and will include Seller as
an additional insured for that portion of the work that occurs on the Seller's
Premises.  The Purchaser agrees to indemnify and hold Seller harmless from and
against any and all claims of every kind or 

2

nature (including, without limitation, attorney fees incurred by Seller in
defending any claims) arising out of Purchaser's work on or related to the
Premises being purchased by Purchaser pursuant to the Option Agreement, as
amended hereby, and any claims related to Purchaser's work on the other lots
and/or roads in CenterPoint Business Park. The Purchaser will provide assurances
to the Seller after completion of the work described above that all material was
properly removed and disposed of off site.

7.   The covenants and agreements set forth in this Amendment shall survive
the closing of the purchase of the Premises by Purchaser.

8.   Insofar as the specific terms and provisions of this Amendment purport
to amend or modify or are in conflict with the specific terms or provisions of
the Option Agreement, the terms and provisions of this Amendment shall govern
and control. In all other respects, the terms and provisions of the Option
Agreement shall remain in full force and effect and shall be unmodified.

Executed this 8 day of Sept., 1998.

THE DEVELOPMENT CORPORATION OF KNOX COUNTY

By: /s/ Melissa A. Ziegler
--------------------------------------
Its:  Executive
-------------------------------------

WELLS DEVELOPMENT CORPORATION

By: /s/ Michael Berndt
--------------------------------------
Its:  V P
-------------------------------------

3

EXHIBIT A
=====The============
DEVELOPMENT               CENTERPOINT BUSINESS PARK
CORPORATION               KNOX COUNTY, TENNESSEE
====of Knox County==

[CHART OF CENTERPOINT BUSINESS PARK APPEARS HERE]

601 W. Summit Hill Drive, Suite 200-A . Knoxville, TN 37902-2011
Phone: (423)546-5887 . Fax: (423)546-6170
www.KnoxDevelopment.org

"EXHIBIT B"

PROVISIONS AND STANDARDS FOR BORROW PIT WITH ADEVCO

1)  Adevco shall maintain an accessway into the "Borrow Pit" area such that no
mud or debris will be tracked onto CenterPoint Blvd.

2)  Adevco shall strictly comply with Knox County erosion and sediment control
policies, including:

a)  Slopes 2:1 or less; 10' wide bench will be required with each 20'
difference in vertical elevation on all permanent slopes.
b)  Use silt fencing or other sediment control measures as necessary to
retain sediment on site, Adevco will be responsible for damages or
cleanup.
c)  When grading of an area is completed, replace topsoil and seed and
mulch effected areas to achieve a maintainable stand of grass.

3)  Adevco shall obtain all required Knox County and other necessary permits.

4)  Adevco shall repair any damage to curbs or roadways along CenterPoint Blvd.
This will be at the sole expense of Adevco.

5)  Adevco shall prevent others from obtaining borrow material.

6)  Adevco shall be absolutely responsible for and will indemnify and save
harmless The Development Corporation and its officers, agents, employees,
affiliates, successors, and assigns from and against any and all loss,
damage, claims, expense including attorney's fees, or liability for: (i)
injury to or death of any person occurring on said Borrow Pit Area during
the term of or arising as a result of or in connections with Adevco's use of
the Borrow Pit Area unless such loss, damage, claims, expenses or
liabilities arise from the negligent acts of The Development Corporation;
and (ii) loss of or damage to any property whatsoever, where such injury,
loss or damage is caused by, arises out of, results from, or is incident to
Adevco's use and occupation of said Borrow Pit Area or any portion thereof,
unless such loss, damage, claims, expenses and liability arise solely from
the negligent acts of The Development Corporation.

7)   (a)  Adevco's Contractor, Integra Construction, shall secure and keep in
effect Comprehensive General Liability Insurance with a dollar limitation of
coverage not less than a combined single limit of $1,000,000.00 per any one
occurrence for all loss, damage, cost, and expense, including attorneys'
fees, arising out of bodily injury liability and property damage liability
during the policy of the period.

(b)  The insurance described above shall be maintained during the term of
the Agreement. Adevco shall give The Development Corporation notice of any
significant changes to the insurance coverage.

(c) Adevco shall be required to submit a Certificate of Insurance to The
Development Corporation. The Development Corporation will review the
Certificate and advise Adevco if the limits, form, and substance of the
insurance policies and certificates of insurance are satisfactory to
The Development Corporation.

8)  Adevco may only remove material as agreed on-site and may not remove
material below the agreed elevation. It is the sole responsibility of Adevco
to determine in conjunction with The Development Corporation's engineer,
Wilbur Smith and Associates, the exact location of these areas at the site.
It is understood that Adevco requires 16,500 cubic yards of suitable fill
material to remedy lots # 10 and 11. If for any reason, lot # 7 does not
yield enough material, then The Development Corporation shall make field
adjustments to designate another borrow area from within CenterPoint
Business Park. _In the event that Adevco exposes bedrock in its excavation,
then Adevco shall remove this bedrock or shall recover the exposed bedrock
with topsoil and relocate the borrow pit operation.

9)  In the event The Development Corporation has a prospect or any site on which
Adevco is removing material, The Development Corporation will notify Adevco.
If a site is sold or optioned, The Development Corporation will notify
Adevco of this situation and Adevco will have 30 days to remove all
equipment from the site and restore the site to meet the Standards.

10) If The Development Corporation discovers that the borrow pit is creating
excessive problems for its remaining property or the tenants in the park,
The Development Corporation will contact Adevco and the two parties will
resolve these problems in a mutually agreeable manner. If the problem
persists and no agreement or solution can be reached, The Development
Corporation may provide a 30 day notice to vacate the site.

11) Adevco shall police the area as necessary to eliminate illicit dumping.

EXHIBIT 10.30

SECOND AMENDMENT TO REAL ESTATE OPTION AGREEMENTS

BETWEEN THE DEVELOPMENT CORPORATION OF KNOX COUNTY

AND

WELLS DEVELOPMENT CORPORATION

SECOND AMENDMENT TO REAL ESTATE OPTIONAGREEMENTS
------------------------------------------------
(LOTS 10 & 11, CENTERPOINT BUSINESS PARK)

THIS SECOND AMENDMENT (the "Second Amendment") is made and entered into as
of the 7th day of October 1998 by and between THE DEVELOPMENT CORPORATION OF
KNOX COUNTY (hereinafter referred to as "Seller"), and WELLS DEVELOPMENT
CORPORATION (hereinafter referred to as "Purchaser").     

W I T N E S S E T H:
- - - - - - - - - - 

WHEREAS, Seller and Purchaser entered into that certain Real Estate Option
Agreement dated as of April 22, 1998, with respect to Lot 11 of CenterPoint
Business Park, and that certain Real Estate Option Agreement dated as of June
21, 1998, with respect to Lot 10 of CenterPoint Business Park (collectively, the
"Original Option Agreements") (Lots 10 and 11 of CenterPoint Business Park, as
more particularly described in Exhibit "A" to the Original Option Agreements,
being collectively referred to as "Premises"); and

WHEREAS, Seller and Purchaser entered into that certain Amendment to Real
Estate Option Agreement dated September 8, 1998 (the "First Amendment") (the
Original Option Agreements as modified by the First Amendment being hereinafter
referred to as the "Option Agreements"); and

WHEREAS, Seller and Purchaser desire to modify and amend the Option
Agreements, all upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration TEN DOLLARS ($10.00) and other
good and valuable consideration in hand paid by each party hereto the other, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
agree as follows:

1.   Terms used herein and denoted by their initial capitalization shall
have the meanings set forth in the Option Agreements unless specifically
indicated herein to the contrary. In the event of any conflict or inconsistency
between the terms and conditions of this Second Amendment and of the Option
Agreements, the terms and conditions of this Second Amendment shall govern and
control.

2.   Seller shall be obligated to repurchase the Premises from Purchaser on
or before December 1, 1998, in the event Purchaser does not obtain, on or before
November 15, 1998, all approvals necessary to construct the approximately 70,000
square foot office building contemplated by Purchaser (limited to a Certificate
of Appropriateness from the Tennessee Technology Corridor Development Authority
and a Use on Review approval of Purchaser's development plan from the
Metropolitan Planning Commission and approval of Purchaser's plans by Seller
under and pursuant to the Protective Covenants for CenterPoint Business Park, as
corrected by Corrected Version, Protective Covenants for CenterPoint Business
Park, as corrected by CenterPoint Business Park Design Standards and Restrictive
Covenants, as amended).  

The purchase price shall be the same as the purchase price paid by Purchaser to
Seller, less a 5% realtor fee of $40,625.00 to Adevco Realty Group, LLC, and
shall be payable by Seller to Purchaser at the closing in cash, by cashier's
check, by wire transfer of immediately available federal funds or by other
method acceptable to Purchaser.

Agreed to by:

/s/ Michael Berndt                                         10/7/98
- ------------------------------------                      -----------
Michael Berndt, Wells Development                         Date

/s/ Melissa A. Ziegler                                    10/7/98
- -----------------------------------------------           ------------
Melissa A. Ziegler, The Development Corporation           Date  

Title to the Premises shall be conveyed by Purchaser to Seller by limited
warranty deed, subject only to such title exceptions in existence at the date
the Premises were originally conveyed by Seller to Purchaser. Purchaser shall
pay any real estate taxes attributable to Purchaser's period of

ownership of the Premises, and for any utility assessments or fees resulting
from Purchaser's activities on the Premises. Current real property taxes and
installments of special assessments shall be prorated as of the date of closing.
Seller shall bear the cost of any title insurance coverage desired by Seller.
Seller shall pay the state transfer tax imposed in connection in connection with
the limited warranty deed from Purchaser to Seller. Purchaser shall pay the fees
and expenses of Seller's and Purchaser's attorneys in connection with the
transfer of the Premises from Purchaser to Seller. In the event Purchaser has
undertaken any excavation or clearing activities on the Premises, then at or
prior to such closing, Purchaser shall grade the surface of the Premises to
approximately the same contours as existed on the date of Closing, and shall
seed the graded portion with grass seed. The provisions of this Paragraph shall
survive the Closing of the transfer of the Premises from Seller to Purchaser.

3.   The Premises shall be conveyed by Seller to Purchaser free and clear
of (and Seller shall waive any and all rights under) any repurchase option in
favor of Seller otherwise contained in the CenterPoint Business Park Design
Standards and Restrictive Covenants recorded at Deed Book 2261, page 805, in the
Register's Office for Knox County, Tennessee.

4.   As expressly modified by this Second Amendment, the Option Agreements
shall remain in full force and effect, and are expressly ratified and confirmed
by the parties hereto.  The terms of this Second Amendment shall supersede and
control over any conflicting or contrary terms in the Option Agreements.  This
Second Amendment shall be governed by and construed in accordance with the laws
of the State of Tennessee, and shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors, representatives and
assigns.

IN WITNESS WHEREOF, Seller and Purchaser have caused this Second
Amendment to be duly authorized, executed and delivered as of the day and the
year first above written.

"SELLER":
------  

THE DEVELOPMENT CORPORATION OF KNOX COUNTY

By:  /s/ Melissa A. Ziegler
-----------------------   
Its: Executive Director
----------------------- 

(SEAL)

"PURCHASER":
---------  

WELLS DEVELOPMENT CORPORATION

By:  /s/ Michael Berndt
------------------------
Its: Vice President
------------------------

(SEAL)

2

EXHIBIT 10.31

AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY

BETWEEN WELLS DEVELOPMENT CORPORATION

AND

WELLS OPERATING PARTNERSHIP, L.P.

AGREEMENT FOR THE PURCHASE
AND SALE OF PROPERTY

THIS AGREEMENT, made and entered into as of the 15th day of September,
1998, by and between WELLS DEVELOPMENT CORPORATION, a Georgia corporation whose
address is 3885 Holcomb Bridge Road, Norcross, Georgia 30092 ("Seller"),and
WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, whose address
is 3885 Holcomb Bridge Road, Norcross, Georgia 30092 (the "Purchaser").

W I T N E S S E T H:
- - - - - - - - - - 

WHEREAS, Seller has entered into those certain Real Estate Option
Agreements (the "Option Agreements") with the Development Corporation of Knox
County dated as of April 22, 1998; and June 21, 1998, as amended September 8,
1998, relating to certain improved property situated in Knoxville, Tennessee and
being more particularly described on Exhibit A hereto (the "Property"); and

WHEREAS, Seller has entered into an Agreement for the Purchase and Sale of
Property (the "Beaver/Carter Agreement") with BEAVER RUIN - ARC WAY, LTD., a
Georgia limited partnership, ("BR"), with respect to an undivided interest in
the Property and to with CARTER BOULEVARD, LTD., a Georgia limited partnership,
("CB") with respect to an undivided interest in the Property; and

WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to
acquire from Seller, the Seller's remaining undivided interest in the Property
(the "Undivided Interest") upon the terms and conditions hereinafter set forth;
and

WHEREAS, it is the intent of the parties that a Tenancy in Common Agreement
be executed with respect to the Property; and

WHEREAS, Seller intends to enter into a Development Agreement with Adevco
Corporation relating to the Property; and

WHEREAS, it is the intent of the parties that the Property be acquired and
developed with the proceeds obtained hereby and from the Beaver/Carter Agreement
and the proceeds of a loan (the "Loan") from First Capital Bank; and

WHEREAS, the property is subject to that certain triple net Lease with
Associates Housing Finance, LLC (the "Lease") relating to the Property;

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein set forth, 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.   Agreement to Buy and Sell. Upon the terms and conditions set
-------------------------  
forth in this Agreement, and subject to acquisition of the Property by the
Seller pursuant to the Option Agreement, Purchaser agrees to buy from Seller
and Seller agrees to sell to Purchaser the Undivided Interest. The percentage
interest shall be equal to the percentage equivalent of a fraction, the
numerator of which is the Purchase Price and the denominator of which is the
Purchase Price plus the aggregate purchase price paid to Seller pursuant to the
Beaver/Carter Agreement.

2.  Purchase Price.  Subject to adjustment and credits as otherwise
--------------                                                 
specified in this Agreement, the purchase price (the "Purchase Price") to be
paid by Purchaser to Seller for the Undivided Interest shall be $1,650,000. It
is the intent of the parties that Seller shall not make any profit or incur any
loss in connection with this transaction and, to that end, Seller agrees to hold
in an interest bearing account for the benefit of Purchaser any cash
distributions payable to Seller prior to Closing hereunder. It is the intent of
the parties, that the acquisition and development costs of the Property be
funded first with the proceeds attributable to the Beaver/Carter Agreement;
second, with up to $4,500,000 of proceeds of the Loan; third, with funds
provided pursuant to this Agreement; and fourthly, the balance, if any, with
remaining proceeds of the Loan. To that end, Purchaser shall evidence its
funding obligation either in the Tenancy in Common Agreement or by its
promissory note executed at Closing.

3.  Purchaser's Right of Inspection and Seller's Cooperation. From and
--------------------------------------------------------          
after the date of this Agreement, Purchaser and its agents, engineers, or
representatives, with Seller's reasonable, good faith cooperation, shall have
the privilege of going upon the Property as needed to inspect, examine, test,
and survey the Property at all reasonable times and from time to time.  Such
privilege shall include the right to make said tests, borings, and other tests
to obtain information necessary to determine surface and subsurface conditions.
Such privilege shall also include the right to make any other tests deemed
reasonably necessary by Purchaser.  Purchaser hereby indemnifies and holds
Seller harmless from any liens, claims, liabilities, and damages incurred
through the exercise of such privilege.  The obligations of Purchaser under the
preceding sentence shall survive any termination of this Agreement. Seller shall
make available to Purchaser all work product in the possession of Seller
relating to the Property, including surveys, site plans, environmental audits,
soils tests, market studies, Seller's owner's title policy and all other
information provided to Seller or obtained by Seller with respect to the
Property.

4.   Special Conditions to Closing.  Notwithstanding any other provision to
-----------------------------                                         
the contrary contained in this Agreement, Purchaser's obligations hereunder are
expressly conditioned upon the following special conditions:

(a) Purchaser shall have available to it at the date of Closing
sufficient net proceeds available for investment in properties to fully
fund the Purchase Price;

(b) All of the representations and warranties set forth in paragraph 7
shall be true and correct in all material respects on the Date of Closing;

(c) The receipt by Purchaser of an appraisal reflecting the value of
the Property as being not less than an amount equal to the sum of (i) the
quotient of (A) the Purchase Price divided by (B) the percentage interest
being acquired by Purchaser in the Property, and (ii) the Loan.

(d) The receipt by Purchaser of evidence reasonably satisfactory to
Purchaser that the Property is free of any Hazardous Materials;

(e) The receipt of evidence that Associates Housing Finance, LLC has
executed the Lease;

(f) The execution of a Tenancy in Common Agreement with BR and CB in
form and substance reasonably satisfactory to Purchaser;

(g) Evidence that the transaction contemplated by the Beaver/Carter
Agreement has closed; and

(h) A policy of title insurance insuring Purchaser's interest in the
Property.

In the event any of the conditions set forth above are not met on or prior to
the date of Closing, Purchaser shall be entitled to terminate this Agreement
upon written notice to Seller.  If Purchaser elects to so terminate this
Agreement, Seller shall be entitled to receive the sum of Twenty-Five Dollars
($25.00), 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 Twenty-Five Dollars
($25.00) is good and adequate consideration for the termination rights granted
to Purchaser hereunder.

5.   Closing and Closing Date.  The consummation of the sale by Seller and
------------------------                                             
the purchase by Purchaser of the Property (herein referred to as the "Closing")
shall be held on or before the January 19,1999, at the offices of O'Callaghan &
Stumm LLP, 127 Peachtree Street N.E., Suite 1330, Atlanta, Georgia 30303 or such
other office as the parties may agree at such specific time and date as shall be
designated by Purchaser in a written notice to Seller not less than three (3)
business days prior to the date of Closing or absent such notice at 10:00 a.m.
on 

-2-

the first anniversary of the date hereof. At Closing, Seller shall execute,
where applicable, and deliver to Purchaser the following instruments, in form
and substance reasonable satisfactory to Purchaser (a) a Limited Warranty Deed
with respect to the Undivided Interest; (b) the Tenancy in Common Agreement; (c)
an Assignment of Lease; (d) an Assignment of the Development Agreement; and (e)
such other documents as may be reasonably required by Purchaser or Purchaser's
counsel in order to effectuate the transaction contemplated hereunder. At
Closing, Purchaser shall deliver to Seller the Purchase Price and shall execute
and deliver to Seller a Closing Statement, Tenancy in Common Agreement, evidence
reasonably satisfactory to Seller and/or its assigns of Purchaser's obligations
to fund any unfunded portion of the Purchase Price and such other documents as
may be reasonably required by Seller or Seller's counsel in order to effectuate
the transaction contemplated hereby.

6.   Representations and Warranties of Seller.  Seller hereby makes the
----------------------------------------                          
following representations and warranties to Purchaser, each of which shall be
deemed material:

(a) Title and Authority.  Seller is or shall be the owner of good and
-------------------                                              
marketable fee simple record title to the Property subject only to those
matters set forth on Exhibit B hereto (the "Permitted Encumbrances") and,
if applicable, to one or more mortgages which shall be canceled and
satisfied at no cost to Purchaser at or before the Closing, it being the
intent of the parties that the Property free and clear of any liens, claims
or encumbrances except the Permitted Encumbrances, at the time Purchaser
acquires the Undivided Interest. Seller has the full right, power and
authority to execute and deliver this Agreement and to consummate the
purchase and sale herein contemplated and to perform the covenants and
agreement of Seller hereunder.

(b) 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
which would impair Seller's ability to convey the Undivided Interest
pursuant to this Agreement or against the Property, nor does Seller know of
any basis for such action.

(c) Pre-existing Right to Acquire.  No person or entity has any right
-----------------------------                                    
or option to acquire the Undivided Interest which will have any force or
effect after the execution hereof, other than Purchaser.

(d) Ownership of Undivided Interest.  Seller owns or shall at the time
-------------------------------                                   
of Closing own beneficially and of record the Undivided Interest free and
clear of all liens, claims, pledges, options, adverse claims and charges of
any nature whatsoever.

7.   Default.  In the event Seller fails to comply with or perform any of
-------                                                             
the covenants, agreements or obligations to be performed by Seller under the
terms and provisions of this Agreement, or in the event Seller's warranties and
representations set forth in this Agreement are untrue or misleading, at
Purchaser's option: (i) Purchaser shall be entitled to an immediate refund of
all Earnest Money and to thereafter exercise any and all rights and remedies
available to Purchaser at law or in equity; or (ii) Purchaser shall be entitled,
upon giving written notice to Seller as herein provided, to terminate this
Agreement. Upon any such termination, all Earnest Money shall be immediately
returned to Purchaser and this Agreement and all rights and obligations created
hereunder shall be of no further force or effect.  In the event Purchaser fails
to comply with or perform any of the covenants, agreements or obligations to be
performed by Purchaser under the terms and provisions of this Agreement,
Seller's sole and exclusive remedy for any such default shall be to terminate
this Agreement and to receive $100 of the Earnest Money as full liquidated
damages for such default, the parties hereto acknowledging that it is impossible
to more precisely estimate the damages to be suffered by Seller upon Purchaser's
default, whereupon all rights and obligations created hereby shall terminate and
be of no further force or effect whatsoever.

8.   Assignment.  Purchaser's rights and duties under this Agreement shall
----------                                                           

-3-

be freely transferable and assignable by Purchaser, either in full or in part,
and in the event of any such transfer or assignment, Seller shall look solely to
such transferee or assignee for the performance of all obligations, covenants,
conditions, and agreements imposed upon Purchaser pursuant to the terms of this
Agreement.

9.   Broker's Commission. Seller shall and does hereby indemnify and hold
-------------------                                                 
harmless Purchaser from and against any claim 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. Likewise,
Purchaser shall and does hereby indemnify and hold harmless Seller from and
against any claim 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.

10.  Notices.  Any notices which may be permitted or required hereunder
-------                                                           
shall be in writing and sent or hand delivered to the addresses set forth
herein, and shall be deemed to have been duly given as of the date and time the
same are either personally delivered (if delivered by hand or by overnight
courier) or, if mailed, on the third (3rd) business day following the date same
is deposited with the United States Postal Service, postage prepaid, to be
mailed by registered or certified United States mail, return receipt requested.

11.  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.

12.  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.

13.  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.

14.  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 prior representations, inducements, promises, or
agreements, oral or otherwise, between the parties not embodied herein or in
said Letter Agreement shall be of any force or effect.  Any amendment to this
Agreement shall not be binding upon Seller or Purchaser unless such amendment is
in writing and executed by both. 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
in 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 Georgia.
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 

-4-

all genders, and all references herein to the singular shall include the plural
and vice versa. The parties do not intend and this Agreement shall not be deemed
to create a joint venture, partnership, or any other relationship between Seller
and Purchaser or the Joint Venture and Purchaser except that of contracting
parties. The parties acknowledge that O'Callaghan & Stumm LLP has drafted this
Agreement, and that it has represented both Seller and Purchaser in various
aspects of this and other transactions.

15.  Effective Date.  For purposes of the calculations of any time periods
--------------                                                       
set forth in this Agreement, the effective date of this Agreement shall be
deemed to be the latest of the dates set forth below, or the date this Agreement
is last initialed, whichever is later.

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.

"SELLER":

WELLS DEVELOPMENT CORPORATION, a Georgia corporation

By: /s/ Leo F. Wells     
----------------------------

Title: President
------------------------- 

Date: September 15, 1998

"PURCHASER":

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:  WELLS REAL ESTATE INVESTMENT TRUST, INC.,
a Maryland corporation, as general partner

By: /s/ Leo F. Wells     
----------------------------

Title: President
------------------------ 

Date: September 15, 1998

-5-

EXHIBIT A
---------

SITUATED, LYING and BEING in the Sixth (6th) Civil District of Knox County, 
Tennessee, without the corporate limits of any municipality, and being Lot 10 
and Lot 11 of Centerpoint Park as shown on plats recorded at Cabinet M, Slide 
31D and 32A in the Knox County Register of Deeds, also being Parcels 16.10 and 
16.11 as shown on Tax Map 118 in the Knox County Property Assessor's Office, and
being more particularly bounded and described as follows to wit:

POINT OF COMMENCEMENT is a concrete monument in the southwestern right-of-way of
Pellissippi Parkway (State Route 162), said monument being at station 169+00,
175 feet left of the centerline of the Tennessee Department of Transportation
Project # 47050-2202-04; thence, along the southwest right-of-way of Pellissippi
Parkway (State Route 162) (all bearings in this description have been rotated to
1991 magnetic north) North 44 deg. 52 min. 55 sec. West a distance of 183.93
feet to an iron rod (new), also being the north corner of property now or
formerly owned by Fund IX & Fund X Associates Joint Venture (Parcel 16.13, D.B.
2244, Page 401) this the POINT OF BEGINNING; thence, leaving the southwestern
right-of-way of Pellissippi Parkway (State Route 162) and along the northwest
line of property now or formerly owned by Fund IX or Fund X Associates Joint
Venture, South 57 deg. 32 min. 29 sec. West passing an iron rod (old) at a
distance of 522.62 feet in total a distance of 524.87 feet to an iron rod (new)
in the northeast right-of-way of Centerpoint Boulevard (being 35 feet from the
centerline); thence, along the aforesaid right-of-way the following three calls
and distances: 1) North 44 deg. 55 min. 18 sec. West a distance of 326.07 feet
to an iron rod (new); 2) along a tangential curve to the right having a radius
of 265.00 feet, an arc length of 431.69 feet, a delta angle of 93 deg. 20 min.
10 sec. and a chord of North 01 deg. 44min. 42 sec. East a distance of 385.52
feet to an iron rod (new); 3) North 48 deg. 24 min. 46 sec. East a distance of
232.96 feet to an iron rod (new) at the intersection of the southwestern right-
of-way of Pellissippi Parkway (State Route 162) and northeast right-of-way of
Centerpoint Boulevard (175.00 feet from the centerline of Pellissippi Parkway
and 49 feet from the centerline of Centerpoint Boulevard), thence along the
southwestern right-of-way of Pellissippi Parkway (State Route 162) the following
three calls and distances: 1) South 45 deg. 01 min. 15 sec. East 275.24 feet to
a concrete monument; 2) South 44 deg. 47 min. 45 sec. East 254.47 feet to an
iron rod (new); 3) South 44 deg. 46 min. 49 sec. East 160.64 feet to the POINT
OF BEGINNING containing 315,609 sq. ft. and 7.25 acres, according to the survey
by SITE, Inc, 8915 George Williams Dr., Knoxville, TN 37923, dated August 6,
1998, last revised date September 16, 1998 (File Name 1107Topo), William B.
Steelman, Surveyor, Tennessee RLS #1831.

EXHIBIT B

PERMITTED ENCUMBRANCES

Number: 72701
NBU File Number: 99801339

Schedule B of the policy or policies to be issued will contain exceptions 
to the following matters unless the same are disposed of to the satisfaction of 
the Company.

1.   Defects, liens, encumbrances, adverse claims or other matters, if any,
created, first appearing in the public records or attaching subsequent to
the effective date hereof but prior to the date the proposed Insured
acquires for value of record the estate or interest or mortgage thereon
covered by this commitment.
2.   Any owner's policy issued pursuant hereto will contain under Schedule B the
Standard Exceptions set forth at the inside cover hereof. Any loan policy
will contain under Schedule B Standard Exceptions 1, 2, and 3 unless a
satisfactory survey and inspection of the premises is made.

3.   Advalorem taxes for the year 1998 and subsequent years, a lien not yet due 
or payable.

4.   Declaration of Restrictions of record in Deed Book 2034, page 914, Deed 
Book 2060, page 987, and Deed Book 2261, page 805, in the Register's Office for 
Knox County, Tennessee, OMITTING any covenant or restriction based on race, 
color, religion, sex, handicap, familial status, or national origin unless and 
only to the extent that said covenant (a) is exempt under Chapter 42, Section 
3607 of the United States Code or (b) relates to handicap but does not 
discriminate against handicapped persons.

5.   Utility and drainage easements of 10 feet inside all exterior boundary 
lines, 5 feet along each side of all interior lot lines on LOTS 10 AND 11, as 
shown on map of record in Cabinet M, Slide 31D and 32A, in the Register's Office
for Knox County, Tennessee.

6.   Utility and drainage easement over western portion of LOT 10, as shown on 
map of record in Cabinet M, Slide 31D and 32A, in the Register's Office for 
Knox County, Tennessee.

7.   Utility and drainage easement over southwestern and southeastern portion of
LOT 11, as shown on map of record in Cabinet M, Slide 31D and 32A, in the 
Register's Office for Knox County, Tennessee.

8.   LOTS 10 and 11 shall have access from the interior road system only, as
shown on map of record in Cabinet M, Slide 31D and 32A, in the Register's Office
for Knox County, Tennessee.

9.   Sanitary sewer easement along western and southwestern portion of LOTS 10
AND 11, as shown on map of record in Cabinet M, Slide 31D and 32A, in the
Register's Office for Knox County, Tennessee.

10.  LOT 10 AND WESTERN PORTION OF LOT 11 zoned SP; REMAINDER OF LOT 11 zoned
PC, as shown on map of record in Cabinet M, Slide 31D and 32A, in the Register's
Office for Knox County, Tennessee.

-6-

EXHIBIT 10.32

DEVELOPMENT AGREEMENT

BETWEEN WELLS DEVELOPMENT CORPORATION

AND

ADEVCO CORPORATION

DEVELOPMENT AGREEMENT

BETWEEN

WELLS DEVELOPMENT CORPORATION
Owner

AND 

ADEVCO CORPORATION,
Manager

September 15, 1998

TABLE OF CONTENTS
-----------------

Page
----

ARTICLE 1...........................................................  1
ARTICLE 2...........................................................  4
2.1 Engagement..................................................  4
2.2 Relationship................................................  4
ARTICLE 3...........................................................  4
ARTICLE 4...........................................................  5
4.1 General Responsibility......................................  5
4.2 Development Functions.......................................  5
4.3 Completion..................................................  9
4.4 Employees...................................................  9
4.5 Manager's Costs.............................................  9
ARTICLE 5........................................................... 10
5.1 Implementation of Development Budget........................ 10
5.2 Revision of Development Budget.............................. 10
5.3 Emergencies................................................. 10
5.4 Reduction in Fees........................................... 10
ARTICLE 6........................................................... 11
6.1 General Authority........................................... 11
6.2 Execution of Documents and Agreements....................... 12
ARTICLE 7........................................................... 12
7.1 Books of Account............................................ 12
7.2 Monthly Reports............................................. 12
7.3 Construction Draw Reports................................... 13
7.4 Annual Development and Financial Statements................. 13
7.5 Examination of Books and Records............................ 14
ARTICLE 8........................................................... 14
8.1 Separate Accounts........................................... 14
8.2 The Owner's Duty to Provide Funds........................... 14
8.3 Investment of Owner's Funds................................. 15
ARTICLE 9........................................................... 15
9.1 Standard of Care; Manager's Liability....................... 15
9.2 Indemnity of Owner.......................................... 15
9.3 Indemnity of Manager........................................ 15
9.4 Survival of Indemnities..................................... 16
9.5 No Obligation to Third Parties.............................. 16
9.6 Nature of the Manager's Duties and Responsibilities......... 16
9.7 Ownership of

Information and Materials...................... 16
ARTICLE 10.......................................................... 17
10.1 Insurance Requirements..................................... 17
10.2 Owner's Insurance Primary Coverage......................... 17
10.3 Waiver of Subrogation...................................... 17
ARTICLE 11.......................................................... 17
11.1 Fees - General............................................. 17
11.2 Development Fee............................................ 17

i

11.3 Associates Work Fee........................................ 17
11.4 Disbursements to the Manager............................... 18
ARTICLE 12.......................................................... 18
ARTICLE 13.......................................................... 18
13.1 Reimbursement of Advances.................................. 18
13.2 Reimbursement of Costs and Expenses........................ 18
ARTICLE 14.......................................................... 18 
14.1 Default by Manager......................................... 18
14.2 Additional Terminating Event............................... 19
14.3 Default by Owner........................................... 19
14.4 Obligation for Fees Upon Termination....................... 20
14.5 Actions Upon Termination................................... 20
ARTICLE 15.......................................................... 20
ARTICLE 16.......................................................... 20
ARTICLE 17.......................................................... 21
17.1 Notices.................................................... 21
17.2 Modifications.............................................. 21 
17.3 Binding Effect............................................. 22
17.4 Duplicate Originals........................................ 22 
17.5 Construction............................................... 22
17.6 Entire Agreement........................................... 22
17.7 Assignment................................................. 22 
17.8 Authorized Representatives................................. 22
17.9 Terminology................................................ 23
17.10 Time of Essence........................................... 23

Exhibits:
- -------- 

Exhibit "A"    Description or Site Plan of Land
Exhibit "B"    Development Budget
Exhibit "C"    Insurance Requirements
Exhibit "D"    Reimbursable Expenditures Relating to Project
Exhibit "E"    Form of Estoppel Certificate

ii

DEVELOPMENT AGREEMENT
---------------------

THIS AGREEMENT, made and entered into this 15th day of September, 1998, by
and between WELLS DEVELOPMENT CORPORATION, a Georgia corporation (hereinafter
referred to as the "Owner"), and ADEVCO CORPORATION, a Georgia corporation
(hereinafter referred to as the "Manager").

W I T N E S S E T H:
- - - - - - - - - - 

WHEREAS, the Owner owns or has the contractual right to acquire that
certain parcel of land located in Knoxville, Tennessee, 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 Smallwood, Reynolds, Stewart, Stewart & Associates, Inc.;
and

WHEREAS, the Owner desires to engage the Manager 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

WHEREAS, the Manager 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
Manager, 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 Smallwood,
---------                                                                  
Reynolds, Stewart, Stewart & Associates, 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.

Associates.   The term "Associates" means Associates Housing Finance, LLC,
----------                                                                
a Delaware limited liability company.

Associates Lease.   The term "Associates Lease" means the Lease between
----------------                                                       
Owner and Associates dated September ___, 1998, with respect to leasable space
in the Building.

Associates Work Fee.  The term "Associates Work Fee" means the fee to be
-------------------                                                     
paid to the Manager by the Owner as provided in Section 11.3 hereof.

Building.  The term "Building" means a first-class, multiple tenant one-
--------                                                               
story office building, containing approximately 72,609 gross square feet and
71,400 net rentable square feet, which the Owner intends to develop and
construct upon the Land.

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 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) the Tenant Improvements for the space in
the Building to be occupied by Associates have been completed in accordance with
the working drawings and specifications for such space, as evidenced by a
certificate to such effect from the Architect, (iii) permanent certificates of
occupancy or their equivalent have been issued by the appropriate governmental
authority with respect to the base building and with respect to the space in the
Building to be occupied by Associates, (iv) the term of the Associates Lease has
commenced, (v) Associates has executed and delivered the Associates Lease, and
(vi) Associates has executed and delivered to the "Landlord" under the
Associates 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.

Contractor.  The term "Contractor" means, collectively, Integra
----------                                                     
Construction, 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.

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 Manager'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, and the Tenant Improvements for Associates.

2

Development Fee.  The term "Development Fee" means the fee to be paid to
---------------                                                         
the Manager by the Owner as provided in Section 11.2 hereof.

Development Functions.  The term "Development Functions" means those
---------------------                                               
functions of the Manager 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 14.1 of this Agreement.

Kraxberger.  The term "Kraxberger" means David M. Kraxberger, an individual
----------                                                                 
residing in Cobb County, Georgia.

Land.  The term "Land" means that certain parcel of land located in
----                                                               
CenterPoint Business Park in Knoxville, Tennessee, as more particularly shown or
described on Exhibit "A" attached hereto and by this reference made a part
-----------                                                  
hereof.

Manager.  The term "Manager" means Adevco Corporation, a Georgia
-------                                                         
corporation.

Monthly Report.  The term "Monthly Report" means the report to be prepared
--------------                                                            
by the Manager and submitted to the Owner on a monthly basis as provided in
Section 7.2 hereof.

Owner.  The term "Owner" means Wells Development Corporation, a Georgia
-----                                                                  
corporation, or its assigns.

Project.  The term "Project" means the Land, the Building, and the Site
-------                                                                
Improvements, collectively.

Site Improvements.  The term "Site Improvements" means the surface level
-----------------                                                       
parking facilities, sufficient to accommodate approximately 390 automobiles, any
and all on and off-site road improvements, walkways, complete utilities and
drainage systems, landscaping work, exterior lighting, smoking pavilion, 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 all improvements
-------------------                                                        
to be constructed or installed by the "Landlord" on or within the Project for
use or operation by Associates under or pursuant to the Associates Lease.

Tenant Improvements Completion Date.  The term "Tenant Improvements
-----------------------------------                                
Completion Date" means with respect to the Tenant Improvements for Associates,
the first day in which the Tenant Improvements in Associates' space have been
completed in accordance with the plans and specifications for such Tenant
Improvements, all necessary certificates of occupancy or their 

3

equivalent have been issued by the applicable governmental authority with
respect to such space, and Associates has accepted its premises (whether or not
it has taken possession of its space) as evidenced by a customary estoppel
certificate executed by such tenant.

ARTICLE 2
---------
ENGAGEMENT OF THE MANAGER
-------------------------

2.1  Engagement.  The Owner hereby engages the Manager 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
Manager hereby accepts such engagement and hereby agrees to diligently use its
best 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
Manager would exercise in the conduct of its own affairs if the Manager were the
owner of the Project.  The Manager agrees to apply prudent and reasonable
business practices in the performance of its duties hereunder.

2.2  Relationship.  With respect to the Owner, the Manager shall at all
------------                                                        
times be an independent contractor.  No provision hereof shall be construed to
constitute the Manager 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 Manager and the Owner.
Neither the Owner nor the Manager shall have the power to bind the other party
except pursuant to the terms of this Agreement.  The Manager acknowledges and
agrees that it shall act as a fiduciary hereunder with respect to the Owner and
that, with respect to all of the services to be rendered by the Manager to the
Owner pursuant to this Agreement, the Manager shall have the duty to act at all
times in the best interests of the Owner in rendering such services.  In the
event the Owner disapproves of any of the general policies and procedures of the
Manager with respect to the Project and shall have so notified the Manager, the
Manager 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.

ARTICLE 3
---------
TERM OF AGREEMENT
-----------------

The engagement of the Manager 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; provided, however, if any remedial work to
be performed by the Contractor following the completion of the Project has not
been completed or if the Manager has commenced and is diligently prosecuting,
but has not completed, any Tenant Improvements, 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, or until the completion of such Tenant Improvements, as
the case may be.

4

ARTICLE 4
---------
RESPONSIBILITIES OF THE MANAGER
-------------------------------

4.1  General Responsibility.  The Manager's general responsibility
----------------------                                         
hereunder as the Owner's development manager shall be to manage, to supervise,
and to coordinate the planning, design, construction, and completion of the
Project.

4.2  Development Functions.  In discharging its general responsibility
---------------------                                              
hereunder, the Manager shall perform and discharge the following specific
responsibilities with respect to the Project (herein collectively referred to as
the "Development Functions"):

4.2.1  The Manager shall negotiate and submit to the Owner, for the
Owner's approval and execution, the Architect's Agreement and the
Construction Agreement.

4.2.2  The Manager, in the name of, and on behalf of, the Owner, shall
maintain and continue the engagement of Smallwood, Reynolds, Stewart,
Stewart & Associates, Inc., as the Architect, and Integra Construction,
Inc., as a Contractor, for the compensation and on the terms provided for
in the Architect's Agreement and the Construction Agreement, respectively;
and the Manager shall supervise, administer and coordinate the performance
of all work done by the Architect and the Contractor.  The Manager shall
negotiate, on terms consistent with and within the limitations of the
Development Budget, and submit to the Owner for the Owner's approval,
contracts with such other design and engineering professionals and
consultants as the Manager deems appropriate for the design and
construction of the Project.  Subject to the provisions of Section 5.2
hereof, the employment of such other design and engineering professionals
on terms not consistent with and within the limitations of the Development
Budget shall be only at the direction of the Owner.

4.2.3  The Manager shall coordinate the acquisition by the Owner of
the Land.

4.2.4  The Manager shall implement the Development Budget as provided
herein.

4.2.5  In implementing the Development Budget and in otherwise
discharging its duties and responsibilities hereunder, the Manager shall
negotiate with, and submit to the Owner (for execution by the Owner)
contracts with, supervise the performance of, and review and approve or
disapprove applications for payment of the fees, charges, and expenses of,
such architects, engineers, planners, designers, consultants, general
contractors, subcontractors, vendors, and other design and construction
professionals, consultants, and suppliers as the Manager deems necessary or
appropriate to develop the Project in accordance with and subject to the
limitations of the Development Budget. Such fees, charges and expenses
shall be borne by the Owner as contemplated in the Development Budget.
Subject to the provisions of Section 5.2 hereof, the employment,
supervision and payment of such additional architects, engineers, planners,
designers, 

5

consultants, general contractors, subcontractors, vendors, and other design
and construction professionals, consultants, and suppliers on terms not
consistent with or within the limitations of the Development Budget shall
be only at the direction of the Owner.

4.2.6  The Manager shall arrange for a preliminary site plan to be
prepared showing the location within the Land of the Building and the Site
Improvements and shall submit such site plan to the Owner for approval by
the Owner. The cost of such site plan shall be borne by the Owner as
contemplated in the Development Budget.

4.2.7  The Manager shall arrange to be prepared such survey and
engineering plans and drawings as are from time to time requested by the
Owner. The costs of such survey and engineering plans shall be borne by the
Owner as contemplated in the Development Budget.

4.2.8  The Manager shall administer and oversee the selection by the
Contractor of major subcontractors and others as appropriate for
construction of the Project and review bids for acceptability from
subcontractors.

4.2.9  The Manager shall 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 Manager 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 the
Owner's approval, the Manager shall seek to obtain any permits, variances
or rezoning of the Land or any portion thereof, as are necessary or
appropriate to cause the Project to be in compliance with all such codes,
laws, regulations and ordinances.  All costs required to be paid to third
parties in order to obtain such permits, variances or rezonings shall be
borne by the Owner as contemplated in the Development Budget.

4.2.10 The Manager shall review all applicable private restrictions,
covenants and easement agreements concerning the development, use and
operation of the Project or any portion thereof.  The Manager shall
endeavor to perform such acts as shall be reasonably necessary to effect
compliance by the Owner with all such restrictions, covenants and
easements.

4.2.11 The Manager shall negotiate and submit to the Owner for the
Owner's approval all contracts for, or otherwise arrange for the delivery
of, and pay all charges imposed on the Owner for, all utilities required
for the development, construction, and operation of the Project, including,
without limitation, water, electricity, telephone, storm sewer, and
sanitary sewer services.

6

4.2.12  The Manager 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.

4.2.13  The Manager 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.

4.2.14  The Manager shall maintain complete and accurate records
reflecting the progress of the Manager's implementation of the Development
Budget, which records shall include all contracts, purchase orders,
disbursement requests, bids, and proposals of contractors, suppliers, and
vendors, and such other records, plans and information as the Owner may
from time to time request or as the Manager shall deem appropriate to
maintain in discharging its duties and responsibilities hereunder.

4.2.15  The Manager shall inspect the Project at regular intervals so
as to be kept informed as to the stage of development and the condition of
the Project.

4.2.16  Upon the Owner's prior written authorization, the Manager
shall execute for and on behalf of, and in the name of, the Owner any
applications, requests and other documents which the Manager deems
necessary or appropriate for execution by the Owner in connection with the
development or construction of the Project.

4.2.17  The Manager shall examine the contents of all applications for
payments submitted under the Architect's Agreement or any Construction
Agreement, verify the contents of such applications and prepare, execute
and deliver, or cause to be prepared, executed and delivered such
certificates and other documents as may be required by such Agreements and
shall review and approve all disbursements made by or on behalf of the
Owner under the Architect's Agreement and under any Construction Agreement,
all in accordance with the Development Budget as it may from time to time
be revised pursuant to Section 5.2 hereof.  The Manager shall process all
such applications for payments and any other invoices and charges as
expeditiously as possible to avoid all penalties and any excess interest
and to take advantage, wherever possible and desirable, of vendor
discounts.  The Manager shall also make recommendations to the Owner with
respect to modifications, clarifications and change orders necessary or
desirable under any Construction Agreement; and the Manager shall also
review and recommend for approval or disapproval by the Owner, as
appropriate, change orders under any Construction Agreement, all in
accordance with the Development Budget as it may from time to time be
revised pursuant to Section 5.2 hereof.

4.2.18  The Manager shall prepare all construction loan draw requests
in form and content sufficient to permit the Owner's lender, if any, to
approve or disapprove such requests.

7

4.2.19  The Manager shall coordinate, review, administer, manage and
oversee the work, activities and performance of the Architect under the
Architect's Agreement and of the Contractor under the Construction
Agreement.  Such activities by the Manager shall include, without
limitation, reviewing, monitoring and coordinating all construction
scheduling to ensure the orderly process of construction and completion
thereof in the manner and within the time periods required by the
Associates Lease, and reviewing and verifying all payment requests from the
Architect and the Contractor.  The Manager shall serve as the Owner's
representative in all discussions, negotiations, and dealings with the
Architect and the Contractor.  The Manager shall periodically (but no less
often than weekly) advise the Owner of the status of the Project and of the
performance by the Architect and by the Contractor of their respective
duties and obligations with respect to the Project.  The Manager shall also
assist and advise the Owner with respect to the performance and enforcement
by the Owner of its duties and rights under the Architect's Agreement and
the Construction Agreement.  The Manager shall coordinate with the
Architect and the Contractor an orderly and expeditious transition from the
construction stage of the Project to the operating and leasing stage of the
Project and, in connection therewith, the Manager shall expedite and
supervise the completion of any remedial work that may be required to be
performed by the Contractor following the completion of the Project.

4.2.20  The Manager shall cooperate with the Owner's inspecting
engineer, if any, engaged for the purpose of reviewing the status of the
work.

4.2.21  The Manager shall purchase, to the extent the same are not
provided under the Construction Agreement, all supplies, materials, and
equipment required in connection with the development of the Project, and
the cost of same shall be borne by the Owner as contemplated in the
Development Budget.

4.2.22  The Manager 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 Associates Lease.

4.2.23  The Manager shall deliver to the Owner the originals of all
permits, licenses, guaranties, warranties, bills of sale and other
contracts, agreements, change orders or commitments obtained or received by
the Manager for the account or benefit of the Owner, it being understood
that the Owner, upon the Owner's approval thereof, will execute all such
contracts, agreements, change orders and documents, and that the Manager
will not, under any circumstances, execute contracts, agreements, change
orders or documents on behalf of the Owner except as specifically provided
otherwise in this Agreement or as otherwise expressly authorized in writing
by the Owner.

4.2.24  The Manager shall perform and discharge all other obligations
of the Manager under this Agreement.

8

4.3  Completion.  The Manager hereby agrees to diligently use its best
----------                                                         
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 Associates Lease, and in accordance with the
Development Budget as it may from time to time be revised pursuant to Section
5.2 hereof.

4.4  Employees.  The Manager shall have in its employ at all times a
---------                                                        
sufficient number of capable employees to enable the Manager to perform its
duties hereunder.  All persons, other than independent contractors, employed by
the Manager in the performance of its responsibilities hereunder shall be
exclusively controlled by and shall be the employees of the Manager and not of
the Owner, and the Owner shall have no liability, responsibility or authority
with respect thereto.  The Manager agrees that the Manager shall cause
Kraxberger to be personally involved in the performance of the Development
Functions and the other obligations and undertakings of the Manager hereunder.

4.5  Manager'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 Manager and shall not be borne by the Owner:

(a)  Cost of gross salary and wages, payroll taxes, insurance,
workers' compensation and other benefits of Kraxberger and any other
employees of the Manager;

(b)  Cost of forms, papers, ledgers and other supplies and equipment
used in the Manager'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 Manager may elect to incur in the
performance of the Development Functions;

(d)  Cost of office equipment acquired by the Manager to enable it to
perform its duties hereunder;

(e)  Cost of advances made to employees of the Manager and cost of
travel and lodging by the Manager's employees and agents, including
Kraxberger; 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 Manager or any of the Manager'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.

9

ARTICLE 5
---------
DEVELOPMENT BUDGET
------------------

5.1  Implementation of Development Budget.  The Owner hereby approves the
------------------------------------                                  
Development Budget and the Manager is hereby authorized and directed to
implement the Development Budget pursuant to this Agreement.  The Manager 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 Manager shall
use prudence and diligence and shall employ its best 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 Manager shall advise the Owner promptly if it appears
that costs in 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.
The Manager 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 Manager 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 Manager 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 Manager 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 Manager and the Owner shall consult and endeavor to
reconcile their differences.

5.3  Emergencies.  Notwithstanding any limitations herein provided, the
-----------                                                         
Manager may spend funds or incur expenses on behalf of the Owner in
circumstances which the Manager 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 Manager shall, in any case, notify the Owner as soon
as practicable of the existence of such emergency and of the action taken by the
Manager with respect thereto.

5.4  Reduction in Fees.  In the event that the total of all costs and
-----------------                                                 
expenses actually incurred by the Owner with respect to the acquisition of the
Land and the planning, design, development, construction and completion of the
Project and the Tenant Improvements for Associates under the Associates Lease
(including costs in all categories or line items specified in the Development
Budget, but expressly excluding costs for the specific line items marked with a
double asterisk in the Development Budget, and net of amounts reimbursed to the
Owner by Associates with respect to Tenant Improvements for such tenant) shall
exceed $6,205,590.00, the amount of the fees payable to the Manager under
Sections 11.2 and 11.3 hereof shall be 

10

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 Associates Work Fee until the remaining
Associates Work Fee is reduced to zero; and

(c)  then to any portion of the Development Fee and the Associates Work Fee
which has theretofore been paid to the Manager until all such fees have
been reduced to zero, and the Manager hereby agrees to reimburse to the
Owner an amount of such fees theretofore paid to the Manager as shall equal
the amount of such reduction.

The aforesaid reductions in the fees payable to the Manager under Sections 11.2
and 11.3 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 planning, design, development,
construction and completion of the Project and the Tenant Improvements for
Associates 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 Manager
under Sections 11.2 and 11.3 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 Manager
agree that appropriate reductions in the fees payable to the Manager (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 Manager shall make reasonable allocations of the "contingency"
category or line item in the Development Budget to other categories or line
items prior to effecting a reduction in the fees payable to the Manager, so long
as a reasonable reserve is maintained in the "contingency" category or line item
to cover future contingencies.  Promptly following the Completion Date, the
Owner and the Manager shall make any final adjustments and payments between them
to give effect to the agreements set forth in this Section 5.4.

ARTICLE 6
---------
AUTHORITY OF THE MANAGER
------------------------

6.1  General Authority.  The Manager 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 Manager under this Agreement (including,
without limitation, all of the responsibilities imposed upon the Manager under
Article 4 hereof); provided, however, that the Manager shall have no 

11

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 Manager, the Manager may, at the
Manager's election, execute any documents, agreements, or other instruments on
behalf of the Owner as follows, it being acknowledged that the Manager 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 DEVELOPMENT CORPORATION,
a Georgia corporation

By:  Adevco Corporation,
a Georgia corporation,
as Manager

By:___________________________
Title:________________________

(CORPORATE SEAL)

ARTICLE 7
---------
ACCOUNTING AND REPORTS
----------------------

7.1  Books of Account.  The Manager shall maintain or cause to be
----------------                                              
maintained true and accurate books of account reflecting the planning, design,
construction, and completion of 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 Manager's principal
metropolitan Atlanta, Georgia office and shall be maintained in accordance with
the Manager's present cash method of accounting, unless otherwise directed or
approved by the Owner.  The Manager 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 Manager, the
Manager's employees or agents.

7.2  Monthly Reports.  Promptly following the end of each calendar month,
---------------                                                       
the Manager 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:

12

(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 Associates Lease are being achieved.  The Manager shall identify in
such report potential variances between the completion dates required in
the Associates Lease and the probable completion dates and shall make
recommendations as to adjustments necessary to meet the required completion
dates.

The Manager shall furnish the Owner with a certificate from Kraxberger in
respect of each such Monthly Report certifying that such Monthly Report is
accurate, true and complete in all respects.

7.3  Construction Draw Reports.  The Manager shall cause to be delivered
-------------------------                                            
to the Owner, at the Owner's expense, promptly after they are prepared, copies
of each construction draw request under any construction loan obtained by the
Owner with respect to the Project.

7.4  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 Manager 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 Manager 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 Manager with respect to the development and the
construction of the Project for such fiscal year.  The Manager shall also 

13

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.

7.5  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
Manager with respect to the Project.  If the Owner shall notify the Manager of
either weaknesses in internal control or errors in record keeping, the Manager
shall correct such weaknesses and errors as soon as possible after they are
disclosed to the Manager.  The Manager 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 and the Contractor.  Nevertheless, all disbursements
and other funds of the Owner which may be received by the Manager hereunder with
respect to the development or construction of the Project shall be deposited by
the Manager and held in such bank account or accounts maintained by the Manager
in such bank or banks with federal deposit insurance protection as may be
selected by the Manager and approved by the Owner.  All such funds shall be and
shall remain the property of the Owner and shall be disbursed by the Manager 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 Manager 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 Manager hereunder.
Alternatively, at the Owner's option, the Owner may elect to provide funds to
the Manager so that the Manager can pay all such obligations of the Owner
(excluding obligations to the Manager, it being understood and agreed that such
obligations to the Manager shall be paid directly by the Owner to the Manager).
If the Owner elects to cause the Manager 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 Manager 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 Manager to pay all current obligations of the
Owner in accordance with the Development Budget, excluding the obligations of
the Owner to the Manager hereunder.  Accordingly, the Owner shall, within ten
(10) days of its receipt of any written request from the Manager 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 

14

account or accounts such additional funds as the Owner shall consider
appropriate with respect to such request by the Manager.

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 Manager 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 Manager
shall deem appropriate or as the Owner shall direct, provided that the form of
any such investment shall be consistent with the Manager'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; Manager's Liability.  The Manager 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 Manager's
responsibilities under this Agreement, unless the Manager has failed to exercise
that degree of care and skill which a reasonable and diligent businessman in the
Manager's profession would exercise in transactions of a similar nature for his
own account, provided, of course, that sufficient funds are made available by
the Owner for the performance of the Manager's responsibilities.

9.2  Indemnity of Owner.  The Manager 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 negligence, fraud or any willful act or omission
of the Manager, or any of its officers, directors, agents or employees, in
connection with this Agreement or the Manager's services or work hereunder,
whether within or beyond the scope of its duties or authority hereunder.

9.3  Indemnity of Manager.  The Owner hereby agrees to indemnify, defend
--------------------                                                 
and hold harmless the Manager, its 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 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 Manager 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 Manager, its officers, directors, agents and
employees, and (ii) the negligence, fraud or any willful act or omission of the
Owner and its partners and their respective officers, directors and employees.

15

9.4  Survival of Indemnities.  The provisions of Sections 9.2 and 9.3
-----------------------                                           
hereof shall survive the completion of the Manager'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 Manager under this Agreement shall in any way or in any
manner be deemed to create any liability of the Manager to, or any rights in,
any person or entity other than the Owner.

9.6  Nature of the Manager's Duties and Responsibilities.  The Owner
---------------------------------------------------              
hereby acknowledges that the Manager'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 Manager 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 Manager 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 Manager 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 Manager, all written data and
information generated by or for the Manager in connection with the Project or
supplied to the Manager 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 Manager agrees, for itself and all persons retained or employed by
the Manager 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 Manager 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 Manager or any such persons in the
performance of, or as a result of, its services, except where (i) the Owner
specifically authorizes the Manager to disclose any of the foregoing to others
or such disclosure reasonably results from the performance of the Manager's
duties hereunder, or (ii) such written data or information shall have
theretofore been made publicly available by parties other than the Manager or
any such persons.  Nothing contained in this Section 9.7 shall be deemed to
limit or restrict the provisions of Article 15 hereof or of the rights of the
Manager thereunder.

16

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  Owner's Insurance Primary Coverage.  As between any insurance
----------------------------------                             
carried by the Owner pursuant to this Article 10 and any insurance carried by
the Manager, the Owner's insurance shall for all purposes be considered the
primary coverage, and no claim shall be made under or with respect to any
insurance maintained by the Manager except in the event that the Owner's entire
insurance is exhausted (without regard to whether the actual amount of the
Owner's insurance exceeds the amounts specified in this Article 10).

10.3  Waiver of Subrogation.  Each insurance policy maintained by the
---------------------                                            
Owner or by the Manager with respect to the Project shall contain a waiver of
subrogation clause, so that no insurer shall have any claim over or against the
Owner or the Manager, as the case may be, by way of subrogation or otherwise,
with respect to any claims which are insured under any such policy.

ARTICLE 11
----------
COMPENSATION OF THE MANAGER
---------------------------

11.1  Fees - General.  As compensation for the services rendered and to be
-------------- 
rendered by the Manager under this Agreement, the Owner shall pay the Manager
the Development Fee and the Associates Work Fee, all in accordance with and
subject to the terms and provisions of Sections 11.2 and 11.3 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 Manager, as the
---------------                                            
Development Fee for the Project, the sum of One Hundred Twelve Thousand Five
Hundred and No/100 Dollars ($112,500.00).  The Development Fee shall be due and
payable ratably (on the basis of the percentage of construction completed) as
the construction and development of the Project are completed.  The Development
Fee shall be paid in monthly installments commencing with the month following
the month during which the on-site development work with respect to the Project
shall commence.  The remaining balance of the Development Fee shall be due and
payable upon the Completion Date.

11.3  Associates Work Fee.  The Owner shall pay the Manager, as the
-------------------                                             
Associates Work Fee, the sum of One Hundred Twelve Thousand Five Hundred and
No/100 Dollars ($112,500.00).  The Associates Work Fee shall be due and payable
in one lump sum upon the Completion Date.

17

11.4  Disbursements to the Manager.  The Manager may not disburse to
----------------------------                                    
itself any amounts due under this Article 11 from the bank account or accounts
maintained by the Manager pursuant to Article 8 hereof, it being understood and
agreed that the amounts due and payable to the Manager under this Article 11
shall be paid directly by the Owner to the Manager.

ARTICLE 12
----------
Intentionally Omitted
---------------------

ARTICLE 13
----------
REIMBURSEMENT OF ADVANCES, COSTS AND EXPENSES
---------------------------------------------

13.1  Reimbursement of Advances.  The Manager 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 Manager
advances its own funds in payment of any of such costs and expenses, the Owner,
subject to the provisions of Sections 4.5, 5.2 and 11.4 hereof, shall promptly
reimburse the Manager or, in lieu thereof, the Manager may reimburse itself from
the bank account or accounts maintained by the Manager pursuant to Article 8
hereof.

13.2  Reimbursement of Costs and Expenses.  Promptly after execution of
-----------------------------------                                
this Agreement, the Owner shall reimburse the Manager 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 Manager hereby represents and
warrants were incurred and paid by the Manager prior to the date hereof (or will
be paid by the Manager in due course) in connection with the Project and are
authorized and bona fide expenditures under the Development Budget.

ARTICLE 14
----------
DEFAULT AND TERMINATION
-----------------------

14.1  Default by Manager.  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
Manager.  Any one or more of the following events shall constitute an "Event of
Default" by the Manager under this Agreement:

(a)  If the Manager 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
Manager under the provisions of this Agreement, and such failure shall
continue uncured for ten (10) days after the giving of written notice
thereof by the Owner to the Manager specifying the nature of such failure,
unless such failure can be cured but is not susceptible of being cured
within said ten (10) day period, in which event such a failure shall not
constitute an Event of Default if the Manager commences curative action
within said ten (10) day period, and thereafter prosecutes such action to
completion with all due diligence and dispatch;

18

(b)  If the Manager or Kraxberger shall make a general assignment for
the benefit of creditors;

(c)  If any petition shall be filed against the Manager or Kraxberger
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 Manager or Kraxberger;

(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 Manager or Kraxberger, and such receiver, trustee or liquidator shall
not be discharged within ninety (90) days after such appointment;

(e)  If the Manager shall assign this Agreement or any of its rights
or obligations hereunder, without the prior written consent of the Owner;
and

(f)  If the Manager shall intentionally or willfully fail to perform
any of its duties or obligations hereunder, or if the Manager shall
misappropriate any funds of the Owner in the possession or control of the
Manager or shall otherwise commit an act of fraud against the Owner (except
that if such misappropriation of funds or fraud by the taking is committed
by an employee of the Manager other than Kraxberger, such event may be
cured by the Manager if the Manager makes prompt restitution to the Owner
and discharges such employee).

14.2  Additional Terminating Event.  The Owner shall have the right to
----------------------------                                      
terminate this Agreement upon written notice to the Manager in the event
Kraxberger shall die, become permanently or temporarily disabled or shall cease
for reasons beyond his control to be actively involved in performing, on behalf
of the Manager, the Development Functions and the other obligations and
undertakings of the Manager hereunder.  The Owner shall also have the right to
terminate this Agreement upon written notice to the Manager in the event the
Owner shall elect for any reason whatsoever not to acquire the Land.

14.3  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 fifteen (15) 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 Manager shall have the right, in addition to all other rights and
remedies available to the Manager 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 Manager, in cash,
the sums payable to the Manager upon termination as provided in Section 14.4
hereof, and upon the payment of such amounts, subject to Sections 9.2, 9.3, 9.7,
12.3(d) and 14.5 hereof, the Owner 

19

and the Manager shall have no further rights, duties, liabilities or obligations
whatsoever under this Agreement.

14.4  Obligation for Fees Upon Termination.  Upon any termination of this
------------------------------------                                 
Agreement, the Owner shall pay to the Manager all amounts due and payable to the
Manager 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, 12.3(d) and 14.5 hereof, the Owner and the Manager shall have no
further rights, duties, liabilities or obligations whatsoever under this
Agreement.

14.5  Actions Upon Termination.  Upon any termination of this Agreement,
------------------------                                            
the Manager shall promptly (a) account for and deliver to the Owner any monies
of the Owner held by the Manager, including funds in the bank account or
accounts maintained by the Manager 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 Manager 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
Manager's duties and activities hereunder.  This Section 14.5 of this Agreement
shall survive any termination of this Agreement.

ARTICLE 15
----------
OTHER ACTIVITIES OF THE MANAGER
-------------------------------

The Owner hereby acknowledges that the Manager is engaged in the ownership,
development, leasing, sale, and management of commercial properties other than
the Project and the Owner hereby agrees that the Manager 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 Manager's activities under this Agreement or the Owner's
ownership of the Project.

ARTICLE 16
----------
NATURE OF AGREEMENT
-------------------

The rights and duties granted to and assumed by the Manager 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 Manager and the Owner as a mutual agency, a partnership, or a joint venture.

20

ARTICLE 17
----------
GENERAL PROVISIONS
------------------

17.1  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 Development Corporation     
3885 Holcomb Bridge Road         
Norcross, Georgia  30092         
Fax: (770) 840-7224              
Attention:  Mr. Leo F. Wells, III 

with a copy to:    Troutman Sanders LLP
600 Peachtree Street, N.E.      
Suite 5200                     
Atlanta, Georgia  30308-2216   
Fax:  (404) 885-3900           
Attention:  Mr. John W. Griffin 

Manager:           Adevco Corporation
3867 Holcomb Bridge Road, Suite 800 
Norcross, Georgia  30092           
Fax: (770) 840-7224                
Attention:  Mr. David M. Kraxberger 

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.

17.2  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 

21

such change, modification, or waiver shall be in writing and signed by the party
to be bound thereby.

17.3  Binding Effect.  This Agreement shall inure to the benefit of and
--------------                                                     
shall be binding upon the parties hereto, their successors, transferees, and
permitted assigns.

17.4  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.

17.5  Construction.  This Agreement shall be interpreted, constructed, and
------------                                                      
enforced in accordance with the laws of the State of Georgia. 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.

17.6  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.

17.7  Assignment.  This Agreement shall not be assigned by the Manager
----------                                                        
without the prior written consent of the Owner, and any such assignment by the
Manager 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.  Upon any
assignment of this Agreement by Owner to Wells Operating Partnership, L.P. or to
any partnership having Leo F. Wells, III or Wells Capital, Inc. as the ultimate
general partner thereof or to any parties under a tenancy in common agreement
having Wells Operating Partnership, L.P. or such partnership as a tenant in
common thereunder, and the express assumption by such party or parties of the
obligations of "Owner" arising or accruing after such assignment, the assigning
Owner shall be relieved of all obligations under this Agreement arising or
accruing after such assignment.

17.8  Authorized Representatives.  Any consent, approval, authorization,
--------------------------                                          
or other action required or permitted to be given or taken under this Agreement
by the Manager 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 Manager shall be David M. Kraxberger; (b) the
authorized representative of the Owner shall be Leo F. Wells, III, Michael
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 Manager 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 

22

take any action which he proposes to take, regardless of whether such
representative actually has the authority to take any such action; and the
Manager and the Owner shall be entitled to rely upon any direction,
authorization, consent, approval, or disapproval given by any authorized
representative of the Manager 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.

17.9   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.

17.10  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.

"MANAGER":
-------  

ADEVCO CORPORATION,
a Georgia corporation

By: /s/ Davis M. Kraxberger     
---------------------------------  
Title: President
------------------------------

[CORPORATE SEAL]

"OWNER":
-----  

WELLS DEVELOPMENT CORPORATION,
a Georgia corporation

By: /s/ Leo F. Wells            
--------------------------------- (SEAL) 
Leo F. Wells, III,
President

23

EXHIBIT 10.33

GUARANTY AGREEMENT

BY

DAVID M. KRAXBERGER

GUARANTY

In consideration of the sum of Ten and No/100 Dollars ($10.00) and other 
good and valuable consideration paid or delivered to DAVID M. KRAXBERGER 
("Guarantor"), the receipt and sufficiency whereof and hereby acknowledged by 
Guarantor, and for the purpose of seeking to induce and as an inducement for the
execution and delivery by WELLS DEVELOPMENT CORPORATION, a Georgia corporation 
("Owner"), of that certain Development Agreement (the "Agreement") with ADEVCO 
CORPORATION, a Georgia corporation ("Manager"), of even date herewith, Guarantor
does hereby guarantee to Owner the full and prompt payment of all sums and 
amounts payable by Manager under the Agreement, and hereby further guarantees 
the full and timely performance and observance of all the covenants, terms, 
conditions and agreements therein provided to be performed and observed by 
Manager; and Guarantor hereby covenants and agrees to and with Owner that if 
default shall at any time be made by Manager in the payment of any sums or 
amounts payable by Manager under the Agreement, or if Manager should default in 
the performance and observance of any of the terms, covenants and conditions 
contained in the Agreement, Guarantor shall and will forthwith pay such sums and
amounts, and shall and will forthwith faithfully perform and fulfill all of such
terms, covenants and conditions and will forthwith pay to Owner all damages that
may arise in consequence of any default by Manager under the Agreement, 
including, without limitation, all reasonable attorneys' fees and disbursements 
incurred by Owner or caused by any such default or the enforcement of this 
Guaranty.

This Guaranty is an unconditional guaranty of payment (and not of 
collection) and of performance. The liability of Guarantor is coextensive with 
that of Manager and also joint and several and this Guaranty shall be 
enforceable against Guarantor without the necessity of any suit or proceeding on
Owner's part of any kind or nature whatsoever against Manager 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, all of which Guarantor hereby 
expressly waives. Guarantor hereby expressly agrees that the validity of this 
Guaranty and the obligations of Guarantor hereunder shall in no way be 
terminated, affected, diminished or impaired by reason of (a) the assertion or 
the failure to assert by Owner against Manager of any of the rights or remedies 
reserved by Owner pursuant to the terms, covenants and conditions of the 
Agreement, or (b) any non-liability of Manager under the Agreement due to 
insolvency, discharge in bankruptcy or any other defense of a similar nature.

This Guaranty shall be a continuing guaranty, and the liability of 
Guarantor hereunder shall in no way be affected, released or diminished by 
reason of (a) any assignment, renewal, modification, amendment or extension of 
the Agreement, or (b) any modification or waiver of or change in any of the 
terms, covenants and conditions of the Agreement by Owner and Manager, or (c) 
any extension of time that may be granted by Owner to Manager, or (d) any 
consent, release, indulgence or other action, inaction or omission under or in 
respect of the Agreement, or (e) any dealings or transactions or matter or thing
occurring between Owner and Manager, or (f) any bankruptcy, insolvency, 
reorganization, liquidation, arrangement, assignment for the benefit of 
creditors, receivership, trusteeship or similar proceeding affecting Manager, 
whether or not notice thereof or of any thereof is given to Guarantor.

Should Owner be obligated by any bankruptcy or other law to repay to 
Manager 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. Owner 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.

No delay on the part of Owner in exercising any right, power or privilege 
under this Guaranty or failure to exercise the same shall operate as a waiver of
or otherwise affect any such right, power or privilege, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.

No waiver or modification of any provision of this Guaranty nor any 
termination of this Guaranty shall be effective unless in writing, signed by 
Owner; nor shall any such waiver be applicable except in the specific instance 
for which given.

All of Owner's rights and remedies under the Agreement and under this
Guaranty, now or hereafter existing at law or in equity or by statute or
otherwise, are intended to be distinct, separate and cumulative and no exercise
or partial exercise of any such right or remedy therein or herein mentioned is
intended to be in exclusion of or a waiver of any of the others.

Guarantor agrees that whenever at any time or from time to time Guarantor 
shall make any payment to Owner or perform or fulfill any term, covenant or 
condition hereunder on account of the liability of Guarantor hereunder, 
Guarantor will notify Owner in writing that such payment or performance, as the 
case may be, is for such purpose. No such payment or performance by Guarantor 
pursuant to any provision hereof shall entitle Guarantor by subrogation or 
otherwise to the rights of Owner to any payment by Manager or out of the 
property of Manager, except after payment of all sums or fulfillment of all 
covenants, terms, conditions or agreements to be paid or performed by Manager.

Without regard to principles of conflicts of laws, the validity, 
interpretation, performance and enforcement of this Guaranty shall be governed 
by and construed in accordance with the internal laws of the State of Georgia.

IN WITNESS WHEREOF, the undersigned has duly executed this Guaranty this 
15/th/ day of September, 1998.

GUARANTOR:

/s/ David M. Kraxberger (SEAL)
------------------------
DAVID M. KRAXBERGER

Residence Address:

________________________ 

________________________

________________________

Social Security Number:
521-64-0657

2

EXHIBIT 10.34

OWNER-CONTRACTOR AGREEMENT

BETWEEN WELLS DEVELOPMENT CORPORATION

AND

INTEGRA CONSTRUCTION, INC.

OWNER-CONTRACTOR
AGREEMENT
---------

(FIXED CONTRACT SUM)

THIS AGREEMENT is made on the 10th day of September, 1998:

REGARDING:
--------- 

"PROJECT" :                        THE ASSOCIATES CALL CENTER
Knoxville, Tennessee

BETWEEN:
------- 

"OWNER":                           WELLS DEVELOPMENT CORPORATION

Address:            3885 Holcomb Bridge Road
Norcross, GA 30092
Tel. No.: (770) 449-7800

AND:
--- 

"CONTRACTOR":                      INTEGRA CONSTRUCTION, INC.

Address:            2070 South Park Place, Suite 150
Atlanta, GA  30339
Tel. No.: (770) 953-1200

DESIGNED BY:
----------- 

"ARCHITECT":                        SMALLWOOD, REYNOLDS, STEWART & STEWART 
& ASSOCIATES, INC.
Address:             One Piedmont Center, Suite 303
3565 Piedmont Road
Atlanta, Georgia 30305
Tel. No.: (404) 233-5453

The Owner and the Contractor hereby agree as follows:

FOR VALUABLE CONSIDERATION, the sufficiency of which is hereby acknowledged, the
parties promise, covenant and agree that the Owner shall engage and compensate
Contractor and the Contractor shall perform the Work relative to the Project all
as hereinafter set forth.

ARTICLE 1
---------
THE WORK
--------

The Contractor shall perform all Work required by the Contract Documents
relative to the Project set forth above within the Contract Time stipulated
therein and in complete accordance with and fulfillment of the provisions,
terms, and conditions thereof.

ARTICLE 2
---------
THE PROJECT
-----------

The Project as identified above shall consist of the total construction
required under the Contract Documents upon the real property identified by the
legal description attached as Exhibit "B-1" (the "site").

ARTICLE 3
---------
THE CONTRACT DOCUMENTS
----------------------

3.1  "Contract Documents".  The Contract Documents relative to this
--------------------                                          
Agreement Package above consist of the
following Exhibits:

a)   This Owner-Contractor Agreement

b)  The General Conditions of the Contract for Construction
(hereinafter referred to as the General Conditions")

c)   Payment Request Form

d)   Waiver of Lien Form

e)   Contractor's Affidavit Form

f)   Final Waiver of Lien Form

g)   Summary of Lump Sum Price Letter dated July 20, 1998

h)   Clarifications and Description of Work dated August 12,
1998

i)   Construction Schedule Prepared by Integra Construction,
Inc. dated September 2, 1998

j)   Upon Completion of drawings and specifications by the
Architect, a change order will be issued to incorporate all
applicable drawings and specifications as part of the
Contract Documents.

These all collectively form the Contract, and are all as fully a part of the
Contract as if attached to this Agreement as repeated herein.

2

ARTICLE 4
---------
TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
-----------------------------------------------

4.1  "Date of Commencement".  The Contractor shall commence the Work
----------------------                                         
under this Agreement no later than seven (7) days from the date of a written
notice from the Owner to the Contractor to commence the work ("Notice to
Proceed"),

4.2  "Contract Time".  The Contractor shall perform the Work as
---------------                                           
required in the Contract Documents to achieve Substantial Completion of the
entire Work on or before 220 calendar days after the Date of Commencement.
----                                             

4.3  "Adjustment for Changes".  The Contract Time may be extended only
------------------------                                         
for those causes expressly stipulated herein and elsewhere in the Contract
Documents and only strictly in accordance with the procedures and requirements
set forth therein.

4.4  "Substantial Completion". The Date of Substantial Completion shall be
----------------------
as defined in the Contract Documents.

4.5  "Final Completion". In no event shall the Work be considered complete
----------------    
for purposes of final payment until the following have occurred: (a) all
construction items required by the Contract Documents have been fully completed
and approved, (b) a final certificate of payment issued by the Architect as
provided in the General Conditions.

ARTICLE 5
---------
CHANGE ORDERS
-------------

5.1  "Right to Make Changes". Owner may make modifications in the Work in
---------------------
accordance with the General Conditions and appropriate adjustments in Contract
Time and Contract Sum shall be made in compliance therewith.

5.2  "Fee". The fee earned by Contractor and any Subcontractor (as defined
---
in the General Conditions) for performing any additional work under a Change
Order performed on a "cost" plus "fee" basis shall be determined on the
following basis:

(a)  The fee earned by any Subcontractor for performing such
additional work shall be 10% of the Cost of the Work (as defined in
the General Conditions) incurred by such Subcontractor to perform such
work.

(b)  The fee earned by Contractor for additional work performed
by Subcontractors shall be 5% of the Cost of the Work incurred by
Contractor to have such work performed.

(c)  The fee earned by Contractor for additional work performed
by its own forces shall be 10% of the Cost of the Work incurred by
Contractor to perform such work.

3

ARTICLE 6
---------
CONTRACT SUM
------------

6.1  "Contract Sum". The Owner shall pay the Contractor the Sum of Two
------------                                                 ---  
Million, Seven Hundred Fifty Four Thousand, Six Hundred Forty ($2,754,640.00)
- -----------------------------------------------------------------------------
Dollars for the full and proper performance of the Work hereunder, subject to
Modification only and strictly in accordance with this Agreement and as other
provided by the Contract Documents. THIS CONTRACT SUM INCLUDES $28,000.00 FOR
CONTRACTOR PAYMENT AND PERFORMANCE BONDS.

ARTICLE 7
---------
PAYMENTS
--------

Based upon Applications for Payment submitted to the Owner and Architect
by the Contractor and Certificates for Payment issued by the Architect, all in
accordance with the requirements of the Contract Documents the Owner shall make
payments on account of the Contract Sum to the Contractor as provided in the
Contract Documents as follows:

7.1  "Progress Payments".  The Owner shall make progress payments
-------------------                                         
based upon duly certified Applications for Payment for each period ending the
30th day of each month, which shall be submitted to the Owner not later than the
10th day of the following month.  Such progress payments shall be in the amount
of Ninety (90%) Percent of the portion of the Contract Sum properly allocable to
labor, materials and equipment incorporated in the Work and properly allocable
to materials and equipment suitably stored, insured and protected at the site
or, at Owner's discretion, at some other location agreed upon in writing and
approved by the Owner, for the period covered by the Application for Payment,
less the aggregate of previous payments made by the Owner.  When $137,732.00 has
been withheld as retainage, no further retainage will be held from progress
payments.

7.2  "Semifinal Payments".  At the Date of Substantial Completion of the
--------------------                                           
Work and submission of Semifinal Application for Payment all as provided in the
Contract Documents, the Owner shall within thirty (30) days after receipt of
such Application and other appropriate documentation and Certification by
Architect be required by the Contract Documents to make semifinal payment to the
Contractor of the certified amount owing of all unpaid balance of the Contract
Sum, as adjusted, for work completed, except for the amount of any continued
retention as provided by the Contract Documents determined necessary to protect
Owner's remaining interests until final completion.

7.3  "Final Payment".  Final Payment constituting the entire unpaid
---------------                                               
balance of the Contract Sum, as appropriately adjusted under the Contract
Documents, shall be paid by the Owner to the Contractor when the work has been
finally completed, the Contract fully performed, the Architect has issued a
Final Certificate for Payment which approves the Final Application for Payment,
and the Contractor has provided all necessary submittals and documents required
by and otherwise fulfilled all other requirements set forth in the Contract
Documents. Such application shall be submitted on or before the 25th day of the
month in which completion occurs and payment shall be due and payable on or
before 30 days after Owner's receipt of the Final Certificate of Payment.

7.4  "Payment of Subcontractors".  No later than seven (7) days after
---------------------------                                     
receipt of payment by Contractor, Contractor shall make payments to its
Subcontractors and suppliers reflecting appropriate retainage in the same
proportion 

4

as withheld by Owner and, to the extent to their interest therein for amounts
owing for labor, materials and services provided and for which payment is so
made by Owner.

7.5  "Payment Requests and Related Form".  Owner provides as Exhibits C
-----------------------------------                             
through F the forms to be employed in appropriate circumstances in connection
with payment applications.  Owner reserves the right upon reasonable advance
written notice to Contractors to modify or substitute any or all of these forms.

ARTICLE 8
---------
PERFORMANCE AND PAYMENT BONDS
-----------------------------

8.1  The Contractor may be required to furnish Performance and Payment
Bonds, each in an amount at least equal to the Contract Sum, as defined herein,
as security for the faithful performance and payment of all of the Contractor's
obligations under the contract Documents.  Such Bonds shall be as required by
the Contract Documents and shall be delivered to the Owner no later than five
(5) days after the date requested.

ARTICLE 9
---------
MISCELLANEOUS PROVISIONS
------------------------

9.1  Notices.  The proper addresses for giving Notices under  this
-------                                                      
agreement are:

To Owner:             Wells Development Corporation
3885 Holcomb Bridge Road
Norcross, Georgia 30092

To Contractor:        Integra Construction, Inc.
2070 South Park Place, Suite 150
Atlanta, GA  30339

To Architect:         Smallwood, Reynolds, Stewart, Stewart 
& Associates, Inc.
One Piedmont Center, Suite 303
3565 Piedmont Road
Atlanta, Georgia  30305

9.2  "Owner's Liability".  The liability of the Owner hereunder shall be
-------------------                                             
limited to its interest in the Project and the Property.  No other property
of the Owner (or of any Partner or Venturer in Owner if Owner is a partnership
or joint venture) shall be subject to seizure or any other claim of any nature
whatsoever to satisfy any of Owner's obligations arising from this Agreement.
Neither Leo F. Wells,III, nor any other person or entity who may at any time be
a member, partner, or joint venturer in any partnership or joint venture which
may be the Owner, shall have any liability for any of the obligations of the
Owner arising from this Agreement.

5

9.3  "Owner's and Contractor's Representatives".  Owner hereby appoints
------------------------------------------               
Leo F. Wells, III, or his designee as the Owner's representative for all
- -----------------
purposes under this Contract. Contractor hereby appoints David B. Blackmore
------------------
or his designee under this Contract.  Either party may change his representative
by written notice to the other.  Either representative may appoint a designee
for either general or limited purposes upon written notice to the other
representative.  If such appointment is for less than all purposes, the notice
shall set forth the limited nature of the appointment.

9.4  Definitions.  Terms used in this Agreement which are defined in
-----------                                                    
the Contract Documents shall have the meanings designated in the Contract
Documents.

9.5  Examination of Documents.  The Contractor affirms, by signature
------------------------                                       
to this Contract, that he has carefully examined all Contract Documents, and
further agrees that he will not plead unfamiliarity with any of the Contract
Documents in connection with any dispute which may arise under the Contract
Documents.

9.6  The parties acknowledge that the Owner has or will obtain financing
for the construction of the Project from a third-party lender ("Lender"). The
Contractor agrees that it will cooperate with the Owner and Lender for the
purpose of facilitating the Owner's financing of the Project, and shall execute
any and all documents, notices, agreements, or forms which are required under
the Contract Documents or the Owner or Lender may reasonably require in order
for the Owner to obtain financing for the Project.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as a Contract under seal, as of the
date set forth on the first page hereof.

[Corporate Seal]                                  OWNER
WELLS DEVELOPMENT CORPORATION

/s/ Martha J. Corey                   /s/ Leo F. Wells III
Attest:------------------------          BY: ---------------------------------
Leo F. Wells, III

Secretary                                 President
Title:-------------------------          Title:-------------------------------

[Corporate Seal]                                  CONTRACTOR
INTEGRA CONSTRUCTION, INC.

/s/ Jeffrey B. Powers                 /s/ David B. Blackmore
Attest:------------------------          By:----------------------------------
Jeffrey B. Powers                     David B. Blackmore 

Title:  Corporate Secretary              Title:  President
------------------------                -------------------------------

6

EXHIBIT 10.35

TEMPORARY LEASE AGREEMENT

BETWEEN THE IX-X-XI-REIT JOINT VENTURE

AND

ASSOCIATES HOUSING FINANCE, LLC

LEASE AGREEMENT

by and between

THE FUND IX, FUND X, FUND XI,
AND
REIT JOINT VENTURE,
A GEORGIA JOINT VENTURE
("Landlord")

and

ASSOCIATES HOUSING FINANCE, LLC
("Tenant")

dated

September 10, 1998

for

Suite Number 100

containing

23,490 square feet of Rentable Floor Area

TABLE OF CONTENTS

Page

1. Certain Definitions................................................     1
-------------------
2. Lease of Premises..................................................     2
-----------------
3. Term...............................................................     3
----
4. Possession.........................................................     3
----------
5. Rental Payments....................................................     4
---------------
6. Base Rental........................................................     5
----------
7. Additional Rental..................................................     5
-----------------
8. Operating Expenses.................................................     7
------------------
9. Tenant Taxes; Rent Taxes...........................................     9
------------------------
10. Payments..........................................................    10
--------
11. Late Charges......................................................    10
------------
12. Use Rules.........................................................    10
---------
13. Alterations.......................................................    10
-----------
14. Repairs...........................................................    11
-------
15. Landlord's Right of Entry.........................................    11
-------------------------
16. Insurance.........................................................    12
---------
17. Waiver of Subrogation.............................................    13
---------------------
18. Default...........................................................    14
-------
19. Waiver of Breach..................................................    16
----------------
20. Assignment and Subletting.........................................    17
-------------------------
21. Destruction.......................................................    19
-----------
22. Landlord's Lien...................................................    20
---------------
23. Services by Landlord..............................................    20
--------------------
24. Attorneys' Fees...................................................    20
---------------
25. Time..............................................................    20
----
26. Subordination and Attornment......................................    20
----------------------------
27. Estoppel Certificates.............................................    21
---------------------
28. Cumulative Rights.................................................    21
-----------------
29. Holding Over......................................................    21
------------
30. Surrender of Premises.............................................    22
---------------------
31. Notices...........................................................    22
-------
32. Damage or Theft of Personal Property..............................    22
------------------------------------
33. Eminent Domain....................................................    23
--------------
34. Parties...........................................................    24
-------
35. Liability of Tenant...............................................    24
-------------------
36. Force Majeure.....................................................    24
-------------
37. Landlord's Liability..............................................    25
--------------------
38.

Landlord's Covenant of Quiet Enjoyment............................    25
--------------------------------------
39. First Month's Rent................................................    25
------------------
40. Hazardous Substances..............................................    25
--------------------
41. Submission of Lease...............................................    27
-------------------

i

42. Severability......................................................    27
------------
43. Entire Agreement..................................................    27
----------------
44. Headings..........................................................    27
--------
45. Broker............................................................    27
------
46. Governing Law.....................................................    28
-------------
47. Special Stipulations..............................................    28
--------------------
48. Authority.........................................................    28
---------
49. Financial Statements..............................................    28
--------------------

Exhibit "A"      -    Legal Description              
Exhibit "B"      -    Floor Plan  
Exhibit "C"      -    Supplemental Notice  
Exhibit "D"      -    Construction Obligations      
Exhibit "E"      -    Building Standard Services    
Exhibit "E-1"    -    Cleaning and Janitor Services 
Exhibit "F"      -    Special Stipulations    
Exhibit "G"      -    Rules and Regulations          

ii

LEASE AGREEMENT
---------------

THIS LEASE AGREEMENT ("Lease"), is made and entered into this _____ day of
_____________, 1998, by and between Landlord and Tenant.

W I T N E S S E T H:
- - - - - - - - - - 

1.   Certain Definitions.  For purposes of this Lease, the following terms
-------------------                                                  
shall have the meanings hereinafter ascribed thereto:

(a)  Landlord: The Fund IX, Fund X, Fund XI and REIT Joint Venture, a
Georgia joint venture

(b)  Landlord's Address:

Delivery:
c/o Wells Management Company, Inc.
3885 Holcomb Bridge Road
Norcross, Georgia  30092-2295

Mail:
c/o Wells Management Company, Inc.
P.O. Box 926040
Norcross, Georgia  30010-6040

(c)  Tenant:      Associates Housing Finance, LLC, a Delaware limited
liability company

(d)  Tenant's Address:

Delivery:
Associates Housing Finance, LLC
250 East Carpenter Freeway
Irving, Texas 75062       
Attn: Corporate Properties 

Mail:
Associates Housing Finance, LLC               
c/o Associates Corporation of North America   
P.O. Box 660237                               
Dallas, Texas 75266-0237                      
Attn: Corporate Properties                     

(e)  Building Address:

Centerpoint Business Park 
1409 Centerpoint Boulevard
Knoxville, Tennessee 37932 

(f)  Suite Number:  100

(g)  Rentable Floor Area of Demised Premises:

23,490 square feet

(h)  Rentable Floor Area of Building:

83,520 square feet

(i)  Lease Term:  Through May 31, 1999, subject to extension or early
termination pursuant to Paragraph 3 or Special Stipulation 1 hereof.

(j)  Base Rental Rate: Ten and No/100 Dollars ($10.00) per square foot
of Rentable Floor Area of the Demised Premises; provided, however, that in
the event the Other Lease (as hereinafter defined) is terminated, then the
Base Rental Rate for the period from the Rental Commencement Date through
the last day of the sixth (6/th/) calendar month from and after the calendar
month within which occurred the Rental Commencement Date shall be Ten and
No/100 Dollars ($10.00) per square foot of Rentable Floor Area of the
Demised Premises, and the Base Rental Rate thereafter shall be Twelve and
50/100 Dollars ($12.50) per square foot of Rentable Floor Area of the
Demised Premises.

(k)  Rental Commencement Date:  The earlier of (x) the date which is
fifteen (15) days after Substantial Completion (as defined in Paragraph 1 of
Exhibit "D" attached hereto) or (y) the date upon which Tenant takes
-----------                                                         
possession and occupies any portion of the Demised Premises for business
purposes.  Occupancy of the Demised Premises for the  purpose of installing
voice/data communications, furniture and fixtures shall not be deemed
occupancy for business purposes.

(l)  Construction Allowance for initial Demised Premises:  $233,155.00
(calculated at the rate of $9.50 per square foot of Rentable Floor Area of
the initial Demised Premises).

(m)  First Month's Rent:  $19,575.00 (Article 39)

(n)  Broker(s):   None

2.   Lease of Premises.  Landlord, in consideration of the covenants and
-----------------                                                  
agreements to be performed by Tenant, and upon the terms and conditions
hereinafter stated, does hereby rent and lease unto Tenant, and Tenant does
hereby rent and lease from Landlord, certain 

2

premises (the "Demised Premises") in the building (hereinafter referred to as
"Building") located on that certain tract of land (the "Land") more particularly
described on Exhibit "A" attached hereto and by this reference made a part
-----------
hereof, which Demised Premises comprise 23,490 square feet of Rentable Floor
Area on the first floor of the Building and are outlined on the floor plan
attached hereto as Exhibit "B" and by this reference made a part hereof, with no
-----------
easement for light, view or air included in the Demised Premises or being
granted hereunder. The "Project" is comprised of the Building, the Land, the
Building's parking facilities, any walkways, covered walkways or other means of
access to the Building and the Building's parking facilities, all common areas,
including any lobbies or plazas, and any other improvements or landscaping on
the Land. For purposes of this Lease, the usable area of the Demised Premises
shall be determined in accordance with the American National Standard Method of
Measuring Floor Area in Office Buildings, ANSI Z65.1-1996 published by the
Building Owners and Managers Association International. The Rentable Floor Area
of the Demised Premises for purposes of this Lease shall be the product of the
usable area of the Demised Premises multiplied by 1.12. Likewise, the Rentable
Floor Area of the Building shall be the product of the usable area of the
Building multiplied by 1.12.

3.   Term.  The term of this Lease ("Lease Term") shall commence on the
----                                                              
date first hereinabove set forth, and, unless sooner terminated as provided in
this Lease, shall end on the expiration of the period designated in Article 1(i)
above.  Promptly after the Rental Commencement Date Landlord shall send to
Tenant a Supplemental Notice in the form of Exhibit "C" attached hereto and by
-----------                       
this reference made a part hereof, specifying the Rental Commencement Date, the
date of expiration of the Lease Term in accordance with Article 1(i) above and
certain other matters as therein set forth.

Landlord and Tenant acknowledge that this Lease is being executed
contemporaneously with that certain lease between Wells Development Corporation
and Tenant, dated of even date herewith (the "Other Lease") with respect to
certain premises to be constructed by Wells Development Corporation on a site
located on Centerpoint Boulevard adjacent to the Land.  Notwithstanding anything
contained in this Lease to the contrary, Tenant shall have the right to
terminate this Lease by written notice to Landlord effective on or after the
"Rental Commencement Date" under the Other Lease.  Upon such termination of this
Lease by Tenant, Tenant agrees to vacate and surrender the Demised Premises as
provided in Article 30 on or before such effective termination date.  Landlord
and Tenant shall remain liable for all of their respective obligations and
undertakings under this Lease through such effective termination date.  Tenant
shall not have the right to terminate this Lease with respect to the Demised
Premises as provided in this paragraph if any event of default under this Lease
has occurred and is continuing.

4.   Possession.  The obligations of Landlord and Tenant with respect to
----------                                                         
the Building and the initial leasehold improvements to the Demised Premises are
set forth in Exhibit "D" attached hereto and by this reference made a part
-----------                                                  
hereof.  Taking of possession by Tenant shall be deemed conclusively to
establish that Landlord's construction obligations with respect to the Demised
Premises have been completed in accordance with the plans and specifications
approved by Landlord and Tenant and that the Demised Premises, to the extent of
Landlord's construction obligations with respect thereto, are in good and
satisfactory condition.  Within thirty (30) days after the date of Substantial
Completion, Tenant shall have 

3

the right to prepare and provide to Landlord a list of incomplete or defective
punch list items (details of construction, decoration and mechanical adjustment
which, in the aggregate, are minor in character and do not interfere with
Tenant's use or enjoyment of the Demised Premises), all of which shall be
promptly repaired and/or completed by Landlord at its sole cost and expense in a
commercially reasonable time, and, for a period of one (1) year following the
date of Substantial Completion, Tenant shall have the right to notify Landlord
of its discovery of latent defects in the Demised Premises all of which shall be
promptly repaired and/or completed by Landlord in a commercially reasonable time
at its sole cost and expense. Except for such punch list items so specified by
Tenant within said thirty (30) day period, and except for such latent defects
specified by Tenant within such one (1) year period, the taking of possession by
Tenant shall be deemed conclusively to establish that Landlord's construction
obligations with respect to the Demised Premises have been completed in
accordance with the plans and specifications approved by Landlord and Tenant and
that the Demised Premises, to the extent of Landlord's construction obligations
with respect thereto, are in good and satisfactory condition.

5.    Rental Payments.
--------------- 

(a)  Commencing on the Rental Commencement Date, and continuing
thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent
due and payable under this Lease. As used in this Lease, the term "Rent"
shall mean the Base Rental, Tenant's Forecast Additional Rental, Tenant's
Additional Rental, and any other amounts that Tenant assumes or agrees to
pay under the provisions of this Lease that are owed to Landlord, including
without limitation any and all other sums that may become due by reason of
any default of Tenant or failure on Tenant's part to comply with the
agreements, terms, covenants and conditions of this Lease to be performed by
Tenant. Base Rental together with Tenant's Forecast Additional Rental shall
be due and payable in twelve (12) equal installments on the first day of
each calendar month, commencing on the Rental Commencement Date and
continuing thereafter throughout the Lease Term and any extensions or
renewals thereof, and Tenant hereby agrees to pay such Rent to Landlord at
Landlord's address as provided herein (or such other address as may be
designated by Landlord from time to time) monthly in advance. Tenant shall
pay all Rent and other sums of money as shall become due from and payable by
Tenant to Landlord under this Lease at the times and in the manner provided
in this Lease, without demand, set-off or counterclaim except as expressly
set forth in this Lease.

(b)  If the Rental Commencement Date is other than the first day of a
calendar month or if this Lease terminates on other than the last day of a
calendar month, then the installments of Base Rental and Tenant's Forecast
Additional Rental for such month or months shall be prorated on a daily
basis and the installment or installments so prorated shall be paid in
advance.  Also, if the Rental Commencement Date occurs on other than the
first day of a calendar year, or if this Lease expires or is terminated on
other than the last day of a calendar year, Tenant's Additional Rental shall
be prorated for such commencement or termination year, as the case may be,
by multiplying such Tenant's Additional Rental by a fraction, the numerator
of which shall be the number of days of the Lease Term (from and after the
Rental Commencement 

4

Date) during the commencement or expiration or termination year, as the
case may be, and the denominator of which shall be 365, and the calculation
described in Article 7 hereof shall be made as soon as possible after the
expiration or termination of this Lease, Landlord and Tenant hereby
agreeing that the provisions relating to said calculation shall survive the
expiration or termination of this Lease.

6.   Base Rental.  From and after the Rental Commencement Date Tenant shall
-----------                                                           
pay to Landlord a base annual rental (herein called "Base Rental") for each
Lease Year equal to the Base Rental Rate set forth for such Lease Year in
Article 1(j) above multiplied by the Rentable Floor Area of Demised Premises set
forth in Article 1(g) above.  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 Lease 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.

7.   Additional Rental.
----------------- 

(a)  For purposes of this Lease, "Tenant's Forecast Additional Rental"
shall mean Landlord's reasonable estimate of Tenant's Additional Rental for
the coming calendar year or portion thereof. Landlord's current estimate of
Tenant's Forecast Additional Rental for the first calendar year or partial
calendar year of this Lease is $4.50 per Rentable Square Foot per annum. If
at any time it appears to Landlord that Tenant's Additional Rental for the
current calendar year will vary from Landlord's estimate by more than five
percent (5%), Landlord shall have the right to revise, by notice to Tenant,
its estimate for such year, and subsequent payments by Tenant for such year
shall be based upon such revised estimate of Tenant's Additional Rental.
Failure to make a revision contemplated by the immediately preceding
sentence shall not prejudice Landlord's right to collect the full amount of
Tenant's Additional Rental. Prior to the Rental Commencement Date and
thereafter prior to the beginning of each calendar year during the Lease
Term, including any extensions thereof, Landlord shall present to Tenant a
statement of Tenant's Forecast Additional Rental for such calendar year;
provided, however, that if such statement is not given prior to the
beginning of any calendar year as aforesaid, Tenant shall continue to pay
during the next ensuing calendar year on the basis of the amount of
Tenant's Forecast Additional Rental payable during the calendar year just
ended until the month after such statement is delivered to Tenant.

(b)  For purposes of this Lease, "Tenant's Additional Rental" shall
mean for each calendar year (or portion thereof) Tenant's Share of the
Operating Expenses (as defined below) for such calendar year (or portion
thereof). The "Tenant's Share" shall mean twenty-eight and 22/100 percent
(28.22%), determined by dividing 23,490 square feet of Rentable Floor Area
of the Demised Premises by 83,520 square feet of Rentable Floor Area of the
Building. The Tenant's Share shall be adjusted to reflect any change in the
Rentable Floor Area of the Demised Premises or Rentable Floor Area of the
Building. In the event the Building is not fully occupied during any
calendar year, the Operating Expenses which are variable in nature shall be
adjusted for the purposes of 

5

determining Tenant's Additional Rental to an amount that would have been
incurred by Landlord for such calendar year if the Building had been fully
occupied during such calendar year. Landlord agrees that only Operating
Expenses which would normally vary depending on the amount of space
actually occupied in the Building, such as costs of utilities, supplies and
janitorial services, shall be adjusted in this manner and that fixed
expenses which are unrelated to occupancy levels (such as but not limited
to taxes, insurance, landscaping, parking lot lighting and repairs,
elevator service and repair, window washing and roof repair) shall not be
so adjusted.

(c)  Within ninety (90) days after the end of the calendar year in
which the Rental Commencement Date occurs and of each calendar year
thereafter during the Lease Term, or as soon thereafter as practicable,
Landlord shall provide Tenant a written statement showing the Operating
Expenses for said calendar year and a statement prepared by Landlord
showing, if necessary, any adjustment to the Operating Expenses to reflect
full occupancy of the Building during such calendar year, and comparing
Tenant's Forecast Additional Rental with Tenant's Additional Rental. In the
event Tenant's Forecast Additional Rental exceeds Tenant's Additional
Rental for said calendar year, Landlord shall credit such amount against
Rent next due hereunder or, if the Lease Term has expired or is about to
expire, refund such excess to Tenant within thirty (30) days after Tenant's
receipt of the statement if Tenant is not in default under this Lease (in
the instance of a default such excess shall be held as additional security
for Tenant's performance, may be applied by Landlord to cure any such
default, and shall not be refunded until any such default is cured). In the
event that the Tenant's Additional Rental exceeds Tenant's Forecast
Additional Rental for said calendar year, Tenant shall pay Landlord, within
thirty (30) days of receipt of the statement, an amount equal to such
difference as shown by such statement. The provisions of this Lease
concerning the payment of Tenant's Additional Rental shall survive the
expiration or earlier termination of this Lease.

(d)  For so long as Tenant is not in default under this Lease,
Landlord's books and records pertaining to the calculation of Operating
Expenses for any calendar year within the Lease Term may be audited by
Tenant or its representatives at Tenant's expense, at any time within
twelve (12) months after Tenant's receipt of Landlord's statement; provided
that Tenant shall give Landlord not less than thirty (30) days' prior
written notice of any such audit; further provided, however, that the
accountant performing such audit shall not be paid any fee contingent in
whole or in part upon the results of such audit or which is calculated or
otherwise based in whole or in part upon the results of such audit. Prior
to the commencement of such audit, Tenant shall cause its authorized
representative to agree in writing for the benefit of Landlord that such
representative will keep the results of the audit confidential and that
such representative will not disclose or divulge the results of such audit
except to Tenant and Landlord and except in connection with any dispute
between Landlord and Tenant relating to Operating Expenses. Such audit
shall be conducted during reasonable business hours at Landlord's office
where Landlord's books and records are maintained. Tenant shall cause a
written audit report, certified in favor of Landlord and Tenant, to be
prepared by its authorized representative following any such audit and
shall provide Landlord with a copy of such report promptly after receipt
thereof by Tenant. If Landlord's 

6

calculation of Tenant's Additional Rental for the audited calendar year was
incorrect, then Tenant shall be entitled to a prompt refund of any
overpayment or Tenant shall promptly pay to Landlord the amount of any
underpayment, as the case may be. In the event such audit discloses an
overpayment by Tenant of more than four percent (4%), then Landlord shall
pay the cost of such audit.

8.   Operating Expenses.
------------------ 

(a)  For the purposes of this Lease, "Operating Expenses" shall mean
all expenses, costs and disbursements (but not specific costs billed to
specific tenants of the Building) of every kind and nature (subject to the
limitations set forth below, computed on the accrual basis, directly
relating to or incurred or paid in connection with the ownership,
management, operation, repair and maintenance of the Project, including but
not limited to, the following:

(1) wages, salaries and other costs of all on-site and off-site
employees at or below the level of building manager engaged in the
operation, management, maintenance or access control of the Project,
including taxes, insurance and benefits relating to such employees,
allocated based upon the time such employees are engaged directly in
providing such services;

(2) the cost of all supplies, tools, equipment and materials used
in the operation, management, maintenance and access control of the Project;

(3) the cost of all utilities for the Project, including but not
limited to the cost of electricity, gas, water, sewer services and power for
heating, lighting, air conditioning and ventilating;

(4) the cost of all maintenance and service agreements for the
Project and the equipment therein, including but not limited to security
service, window cleaning, elevator maintenance, HVAC maintenance, air
quality audits, janitorial service, waste recycling service, landscaping
maintenance and customary landscaping replacement;

(5) the cost of repairs and general maintenance of the Project;

(6) amortization of the cost of acquisition and/or installation
of capital investment 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 Project;

(7) the cost of casualty, rental loss, liability and other
insurance applicable to the Project and Landlord's personal property used in
connection therewith;

7

(8)  the cost of trash and garbage removal, vermin extermination,
and snow, ice and debris removal;

(9)  the cost of legal and accounting services incurred by
Landlord in connection with the management, maintenance, operation and
repair of the Project for the general benefit of tenants of the Project,
excluding the owner's or Landlord's general accounting and fund accounting,
such as partnership statements and tax returns, and excluding services
described in Article 8(b)(14) below;

(10) all taxes, assessments and governmental charges, whether or
not directly paid by Landlord, whether federal, state, county or municipal
and whether they be by taxing districts or authorities presently taxing the
Project or by others subsequently created or otherwise, and any other taxes
and assessments attributable to the Project or its operation (and the
reasonable costs of contesting any of the same), including business license
taxes and fees, excluding, however, taxes and assessments imposed on the
personal property of the tenants of the Project, federal and state taxes on
income, death taxes, franchise taxes, and any taxes (other than business
license taxes and fees) imposed or measured on or by the income of Landlord
from the operation of the Project; and it is agreed that Tenant will be
responsible for ad valorem taxes on its personal property; and

(11) a management fee in the amount of three and one half percent
(3.5%) of the gross rental income from the Project.

(b)  For purposes of this Lease, and notwithstanding anything in any
other provision of this Lease to the contrary, "Operating Expenses" shall
not include the following:

(1)  the cost of any special build-out work or service performed
for any tenant (including Tenant) at such tenant's cost;

(2)  the cost of installing, operating and maintaining any
specialty service, such as a restaurant, cafeteria, retail store, sundry
shop, newsstand, or concession, but only to the extent such costs exceed
those which would normally be expected to be incurred had such space been
general office space;

(3)  the cost of correcting defects in construction (including,
without limitation, latent defects);

(4)  compensation paid to officers and executives of Landlord;

(5)  the cost of any items for which Landlord is reimbursed by
insurance, condemnation or otherwise, except for costs reimbursed pursuant
to provisions similar to Articles 7 and 8 hereof;

(6)  the cost of any additions, changes, replacements and other
items which are made in order to prepare for a tenant's occupancy;

8

(7)  the cost of repairs incurred by reason of fire or other
casualty;

(8)  insurance premiums to the extent Landlord may be directly
reimbursed therefor, except for premiums reimbursed pursuant to provisions
similar to Articles 7 and 8 hereof;

(9)  interest on debt or amortization payments on any mortgage or
deed of trust and rental under any ground lease or other underlying lease;

(10) any real estate brokerage commissions;

(11) any advertising expenses incurred in connection with the
marketing of any rentable space;

(12) rental payments for base building equipment such as HVAC
equipment and elevators;

(13) any expenses for repairs or maintenance which are covered by
warranties and service contracts, to the extent such maintenance and repairs
are made at no cost to Landlord;

(14) legal expenses arising out of the construction of the
improvements on the Land or the enforcement of the provisions of any lease
affecting the Land or Building, including without limitation this Lease;

(15) Federal income taxes imposed on or measured by the income of
Landlord from the operation of the Building; and

(16) costs of alterations or additions made for the purpose of
complying with any laws, rules or ordinances in effect prior to the date of
this Lease.

9.   Tenant Taxes; Rent Taxes.  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 or
the Building.  In the event that such taxes are imposed or assessed against
Landlord or the Building, Landlord shall furnish Tenant with all applicable tax
bills, public charges and other assessments or impositions and Tenant shall pay
the same either directly to the taxing authority or, at Landlord's option, to
Landlord (in the event such taxes are paid by Tenant to Landlord, Landlord shall
furnish Tenant with a copy of the paid bill or other evidence of the payment of
such taxes by 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.

9

10.  Payments.  All payments of Rent and other payments to be made to
--------                                                        
Landlord shall be made on a timely basis and shall be payable to Landlord or as
Landlord may otherwise designate in writing.  All such payments shall be mailed
or delivered to Landlord's Address designated in Article 1(b) above or at such
other place as Landlord may designate from time to time in writing.  If mailed,
all payments shall be mailed in sufficient time and with adequate postage
thereon to be received in Landlord's account by no later than the due date for
such payment.

11.  Late Charges.  Any Rent or other amounts payable to Landlord under
------------                                                      
this Lease, if not paid by the tenth day after receipt of written notice that
such payment is due, or by the due date specified on any invoices from Landlord
for any other amounts payable hereunder, shall incur a late charge of Fifty
Dollars ($50.00) for Landlord's administrative expense in processing such
delinquent payment and in addition thereto shall bear interest at the rate of
eighteen percent (18%) per annum from and after the due date for such payment.
In no event shall the rate of interest payable on any late payment exceed the
legal limits for such interest enforceable under applicable law.

12.  Use Rules.  The Demised Premises shall be used for executive, general
---------                                                            
administrative, office space and other similar purposes and no other purposes
and in accordance with all applicable laws, ordinances, rules and regulations of
governmental authorities, all nationally recognized industry standards
applicable to such uses and the Rules and Regulations attached hereto as Exhibit
-------
"G" and made a part hereof.  The occupancy rate of the Demised Premises shall in
- ---                                                                             
no event be more than such density as shall be permitted under the zoning,
building, health and other laws, rules, ordinances and statutes applicable to
the Demised Premises.  Tenant covenants and agrees to abide by the Rules and
Regulations in all respects as now set forth and attached hereto or as hereafter
promulgated by Landlord.  Landlord shall have the right at all times during the
Lease Term to publish and promulgate and thereafter enforce such uniformly
applicable 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 Demised Premises and the Project.  To the
extent of any inconsistency between the Rules and Regulations and this Lease,
this Lease shall control.

13.  Alterations.  Except for any initial improvement of the Demised
-----------                                                    
Premises pursuant to Exhibit "D", which shall be governed by the provisions of
-----------                                              
said Exhibit "D", Tenant shall not make, suffer or permit to be made any
-----------                                                        
alterations, additions or improvements to or of the Demised Premises or any part
thereof (individually an "Alteration" and any two or more collectively
"Alterations"; Alterations do not include furniture and unattached cubicles), or
attach any fixtures or equipment thereto, without first obtaining Landlord's
written consent, which consent shall not be unreasonably withheld; 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 Building and do not
materially reduce the value of the Demised Premises or the Building or the
Project; (iv) do not affect the proper functioning of the Building equipment;
(v) do not cost in excess of $10,000.00.  Whether or not Landlord's consent is
required for any Alteration or Alterations, Tenant shall give Landlord prior
notice of any Alteration or related 

10

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. All such alterations, additions and
improvements shall become Landlord's property at the expiration or earlier
termination of the Lease Term and shall remain on the Demised Premises without
compensation to Tenant.

14.  Repairs.
------- 

(a) Landlord shall maintain in good order and repair, subject to
normal wear and tear and subject to casualty and condemnation, the Building
(excluding the Demised Premises and other portions of the Building leased
to other tenants), the Building parking facilities, the public areas, the
landscaped areas, the roof of the Building, the structural floor slab, the
structural portions of the interior and exterior structural walls, and the
base building mechanical, electrical and plumbing systems.. Notwithstanding
the foregoing obligation, to the extent not covered by insurance, the cost
of any repairs or maintenance to the foregoing necessitated by the willful
misconduct or negligent acts of Tenant or its agents, contractors,
employees, licensees, subtenants or assigns, shall be borne solely by
Tenant and shall be deemed Rent hereunder and shall be reimbursed by Tenant
to Landlord upon demand. Landlord shall not be required to make any repairs
or improvements to the Demised Premises except for any initial improvements
to the Demised Premises pursuant to the provisions of Exhibit "D" and
----------- 
except structural repairs necessary for safety and tenantability.

(b) Tenant covenants and agrees that it will take good care of the
Demised 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, using contractors and subcontractors selected by
Tenant and approved by Landlord. 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 shall not make repairs at the
expense of Landlord or in lieu thereof vacate the Demised Premises
notwithstanding any law, statute or ordinance now or hereafter in effect.
Landlord has no obligation and has made no promise to alter, remodel,
improve, repair, decorate or paint the Demised Premises or any part
thereof, except as specifically and expressly herein set forth.

15.  Landlord's Right of Entry.  Landlord shall retain duplicate keys to
-------------------------                                          
all doors of the Demised Premises and Landlord and its agents, employees and
independent contractors shall have the right to enter the Demised Premises at
reasonable hours to inspect and examine same, to make repairs, additions,
alterations, and improvements, to exhibit the Demised Premises to mortgagees,
prospective mortgagees, purchasers or tenants, and to inspect the Demised
Premises to ascertain that Tenant is complying with all of its covenants and
obligations hereunder; provided, however, that Landlord shall, except in case of
emergency, afford Tenant such prior notification of an entry into the Demised
Premises as shall be reasonably practicable under the circumstances.  Landlord
shall be allowed to take into and through the Demised 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
Demised Premises, the Rent provided herein shall not abate, and Tenant shall
have 

11

no 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 provided Landlord shall use all
reasonable efforts in connection with such work to minimize the disruption of
Tenant's business within the Demised Premises. Notwithstanding the foregoing to
the contrary, if Landlord shall fail to use such reasonable efforts and Tenant's
business is disrupted within the Demised Premises on account thereof, and
Landlord fails to use such reasonable efforts within one business day after
actual receipt by Landlord of written notice to Landlord from Tenant specifying
such disruption in reasonable detail, then Base Rental shall abate equitably
with respect to the portion of the Demised Premises affected by such disruption
commencing on the second business day after such actual receipt by Landlord and
continuing thereafter until Landlord shall use all reasonable efforts in
connection with such work to minimize the disruption of Tenant's business within
the Demised Premises.

16.  Insurance.
--------- 

(a) Tenant shall procure at its expense and maintain throughout the
Lease Term a standard form property insurance policy commonly known as all-
risk or "special form" insurance insuring 80% of the full replacement cost
of its furniture, equipment, supplies, and other property owned, leased,
held or possessed by it and contained in the Demised Premises, together
with the excess value of the improvements to the Demised Premises over the
Construction Allowance, and worker's compensation insurance as required by
applicable law. Tenant shall also procure at its expense and maintain
throughout the Lease Term a policy or policies of commercial general
liability insurance, insuring Tenant, Landlord, Landlord's managing agent
and Landlord's mortgagee, if any, as additional insureds, against any and
all liability for injury to or death of a person or persons and for damage
to property occasioned by or arising out of any construction work being
done by Tenant or Tenant's contractors on the Demised Premises, or arising
out of the condition, use or occupancy of the Demised Premises, or in any
way occasioned by or arising out of the activities of Tenant, its agents,
contractors or employees in the Demised Premises, or other portions of the
Building or the Project, and of Tenant's guests and licensees while they
are in the Demised Premises, 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 Three Million Dollars ($3,000,000) for each
occurrence. Such insurance shall, in addition, extend to any liability of
Tenant arising out of the indemnities provided for in this Lease. All
insurance policies (other than the all-risk or "special form" insurance set
forth above) procured and maintained by Tenant pursuant to this Article 16
shall name Landlord and any additional parties designated by Landlord as
additional insured. All insurance policies procured and maintained by
Tenant pursuant to this Article 16 shall be carried with companies licensed
to do business in the State of Tennessee having a rating from Best's
Insurance Reports of not less than A-/VII, and shall be non-cancellable and
not subject to material change except after twenty (20) days' written
notice to Landlord. Duly executed certificates of insurance with respect
thereto shall be delivered to Landlord prior to the date Tenant enters the
Demised Premises for the installation of its improvements, trade fixtures
or furniture, and renewals of such 

12

policies shall be delivered to Landlord at least thirty (30) days prior to
the expiration of each respective policy term. Proof of payment of the
premium therefor shall be delivered to Landlord from time to time upon
written request.

(b) Landlord shall procure at its expense (but with the expense to be
included in Operating Expenses as provided in Article 8[a] hereof) and
shall thereafter maintain throughout the Lease Term a policy or policies of
all-risk or "special form" (including rent loss coverage) real and personal
property coverage insurance with respect to the Building including the
leasehold improvements to the Demised Premises, insuring against loss or
damage by fire and such other risks as are from time to time included in a
standard form of all-risk or "special form" policy of insurance available
in the State of Tennessee. Said Building and improvements to the Demised
Premises shall be insured for the benefit of Landlord in an amount not less
than the full replacement costs thereof as determined from time to time by
the insurance company (excluding any costs of replacing leasehold
improvements in the Demised Premises in excess of the Construction
Allowance, and such insurance may provide for a reasonable deductible).
Landlord shall also procure at its expense (but with the expense to be
included in Operating Expenses as provided in Article 8[a] hereof) and
shall thereafter maintain throughout the Lease Term 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 Project,
with 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
Three Million Dollars ($3,000,000.00) for each occurrence. Such insurance
required herein shall be issued by an insurance company approved by the
Insurance Commissioner of the State of Tennessee and licensed to do
business in the State of Tennessee. Any insurance required to be carried by
Landlord hereunder may be carried under blanket policies covering other
properties of Landlord and/or its partners and/or their respective related
or affiliated corporations so long as such blanket policies provide
insurance at all times for the Project as required by this Lease. Upon
reasonable request from Tenant, Landlord will provide a certificate of
insurance evidencing the maintenance of the insurance required herein.

17.  Waiver of Subrogation.  Landlord and Tenant shall each have included
---------------------                                               
in all policies of all-risk or "special form" insurance and business
interruption and loss of rents insurance respectively obtained by them covering
the Demised Premises, the Building and contents therein, a waiver by the insurer
of all right of subrogation against the other in connection with any loss or
damage thereby insured against.  Any additional premium for such waiver shall be
paid by the primary insured.  To the full extent permitted by law, Landlord and
Tenant each waives all right of recovery against the other for, and agrees to
release the other from liability for, loss or damage to the extent such loss or
damage is covered by valid and collectible property  insurance in effect at the
time of such loss or damage or would be covered by the property insurance
required to be maintained under this Lease by the party seeking recovery.

13

18.  Default.
------- 

(a) The following events shall be deemed to be events of default by
Tenant under this Lease: (i) Tenant shall fail to pay any installment of
Rent or any other charge or assessment against Tenant pursuant to the terms
hereof within ten (10) business days after receipt by Tenant of written
notice of such failure of payment; (ii) Tenant shall fail to comply with
any term, provision, covenant or warranty made under this Lease by Tenant,
other than the payment of the Rent or any other charge or assessment
payable by Tenant, and shall not cure such failure within thirty (30) days
after receipt by Tenant of written notice thereof; (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 sixty (60) days after the commencement
thereof; (v) a receiver or trustee shall be appointed for the Demised
Premises or for all or substantially all of the assets of Tenant or of any
guarantor of this Lease and such receiver or trustee shall not have been
dismissed within sixty (60) days after the appointment thereof; (vi) Tenant
shall fail to take possession of the Demised Premises or any portion
thereof as provided in this Lease; (vii) Tenant shall do or permit to be
done anything which creates a lien upon the Demised Premises or the Project
and such lien is not removed or discharged within thirty (30) days after
Tenant receives written notice of the filing thereof (whether from Landlord
or from any other source whatsoever); or (viii) Tenant shall fail to return
a properly executed estoppel certificate to Landlord in accordance with the
provisions of Article 27 hereof within the time period provided for such
return following Landlord's request for same as provided in Article 27 and
such failure continues uncured for ten (10) days following receipt by
Tenant of written notice thereof.

(b) Upon the occurrence of any of the aforesaid events of default,
Landlord shall have the option to pursue any one or more of the following
remedies without any notice or demand whatsoever: (i) terminate this Lease,
in which event Tenant shall immediately surrender the Demised Premises to
Landlord 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 Demised Premises and expel or remove
Tenant and any other person who may be occupying said Demised Premises or
any part thereof, without being liable for prosecution or any claim of
damages therefor; Tenant hereby agreeing to pay to Landlord on demand the
amount of all loss and damage which Landlord may suffer by reason of such
termination, whether through inability to relet the Demised Premises on
satisfactory terms or otherwise; (ii) terminate Tenant's right of
possession (but not this Lease) and enter upon and take

14

possession of the Demised Premises and expel or remove Tenant and any other
person who may be occupying said Demised Premises or any part thereof, by
entry, 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 Demised Premises, and
Landlord may relet the Demised 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 Lease Term) and at such rental
or rentals and upon such other terms as Landlord may reasonably deem
advisable, with or without advertisement, and by private negotiations, and
receive the rent therefor, Tenant hereby agreeing to pay to Landlord the
deficiency, if any, between all Rent reserved hereunder and the total rental
applicable to the Lease Term hereof obtained by Landlord re-letting, and
Tenant shall be liable for Landlord's expenses in redecorating and restoring
the Demised Premises and all costs incident to such re-letting, including
broker's commissions and lease assumptions, and in no event shall Tenant be
entitled to any rentals received by Landlord in excess of the amounts due by
Tenant hereunder; or (iii) enter upon the Demised 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, except for damage to property or injury to
persons to the extent caused by the gross negligence or willful misconduct
of Landlord. If Landlord shall reenter the Demised Premises and take
possession from Tenant without terminating this Lease, provided that Tenant
has vacated the Demised Premises and is not contesting Landlord's right to
the possession of the Demised Premises, Landlord will use reasonable efforts
to relet the Demised Premises and thereby mitigate the damages which
Landlord shall incur. Tenant hereby agrees that Landlord's agreement to use
reasonable efforts to relet the Demised Premises in order to mitigate
Landlord's damages shall not be deemed to impose upon Landlord any
obligation to relet the Demised 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 upon Tenant under
this Lease, or (iii) to prefer the Demised Premises over any other space
available in the Building. If this Lease is terminated by Landlord as a
result of the occurrence of an event of default, Landlord may declare to be
due and payable immediately, the present value (calculated with a discount
factor of eight percent [8%] per annum) of the difference between (x) the
entire amount of Rent and other charges and assessments which in Landlord's
reasonable determination would become due and payable during the remainder
of the Lease Term determined as though this Lease had not been terminated
(including, but not limited to, increases in Rent pursuant to this Lease),
and (y) the then fair market rental value of the Demised Premises for the
remainder of the Lease Term. 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, it
being agreed that such payment shall not constitute a penalty or forfeiture
but shall constitute

15

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).

(c) Pursuit 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 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 Demised 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 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 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 Demised 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 Article 24 hereof.

(d) The abandonment or vacation of the Demised Premises shall not be
an event of default by Tenant under this Lease, but in the event Tenant
shall abandon or vacate the Demised Premises, unless due to a casualty,
condemnation or remodeling (which remodeling is being diligently
prosecuted), Landlord may, at any time while such abandonment or vacation of
the Demised Premises is continuing, notify Tenant of Landlord's election to
terminate this Lease, in which event this Lease shall terminate on the date
so selected by Landlord in Landlord's written election to terminate this
Lease, and on the date so set forth in Landlord's written election, this
Lease shall terminate and come to an end as though the date selected by
Landlord were the last day of the natural expiration of the Lease Term;
provided, however, that no such termination shall affect or limit any
obligations or liabilities of Tenant arising or accruing under this Lease
prior to the effective date of any such termination; and provided further
that Tenant may rescind Landlord's election by (i) notifying Landlord in
writing, within ten (10) days after receipt of Landlord's written election
to terminate this Lease, that Tenant will reoccupy the Demised Premises for
business purposes and (ii) in fact, so reoccupying the Demised Premises for
business purposes within sixty (60) days thereafter.

19.   Waiver of Breach.  No waiver of any breach of the covenants,
----------------                                            
warranties, agreements, provisions, or conditions contained in this Lease shall
be construed as a waiver of said covenant, warranty, provision, agreement or
condition or of any subsequent breach 

16

thereof, and if any breach shall occur and afterwards be compromised, settled or
adjusted, this Lease shall continue in full force and effect as if no breach had
occurred.

20.  Assignment and Subletting.  Tenant shall not, without the prior
-------------------------                                      
written consent of Landlord, assign this Lease or any interest herein or in the
Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise
transfer or sublet the Demised Premises or any part thereof or permit the use of
the Demised Premises by any party other than Tenant.  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 Demised
Premises or any part thereof or permit the use of the Demised 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
chiropractic office or a governmental office, (ii) if the proposed use of the
Demised Premises shall involve an occupancy rate in excess of the maximum
density permitted under the zoning, building, health and other laws, rules,
ordinances and statutes applicable to the Demised Premises, (iii) 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, (iv)
if such proposed assignee or subtenant is an existing tenant of the Building, or
(v) if such proposed assignment, subletting or use would contravene any
restrictive covenant (including any exclusive use) granted to any other tenant
of the Building or would contravene the provisions of Article 12 of this Lease.

Notwithstanding the foregoing prohibition, Tenant shall have the absolute
right, without the consent of Landlord but with prior notice to Landlord, to
assign this Lease or sublet all or any part of the Demised Premises to an
Affiliate of Tenant (as hereinafter defined), so long as such transaction is not
entered as a subterfuge to avoid the restrictions relating to assignments and
subletting set forth in this Lease.  Tenant shall also have the absolute right,
without the consent of Landlord but with prior notice to Landlord, to assign
this Lease to another entity in connection with the merger or consolidation of
Tenant and such other entity or to the purchaser or transferee of all or
substantially all of the business and assets of Tenant, provided (i) that the
successor entity, purchaser or transferee shall, as a result of such merger,
consolidation or acquisition, be legally bound to pay the Rent 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, (ii) that such successor, purchaser or transferee shall
have a net worth, determined in accordance with generally accepted accounting
principles, which is not less than the net worth of Tenant immediately prior to
such transaction, and (iii) that any such transaction is not entered into as a
subterfuge to avoid the restrictions relating to assignments set forth in this
Lease.  No assignment of this Lease or subletting of the Demised Premises shall
relieve Tenant of any of Tenant's obligations or liabilities under this Lease,
and Tenant shall remain fully liable for the faithful performance of all
covenants, terms and conditions hereof on the Tenant's part to be performed.  As
used herein, the term "Affiliate of Tenant" shall mean any person, partnership,
corporation, limited liability company or other form of business or legal
association or entity which directly or indirectly controls Tenant or which is
directly or indirectly controlled by or under common control with Tenant (the
term "control" for these purposes shall mean, in the case of a corporation, the
right to exercise, 

17

directly or indirectly, more than fifty percent [50%] of the voting rights
attributable to the shares of the controlled corporation, and with respect to an
entity that is not a corporation, the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of the
controlled entity).

Sublessees or transferees of the Demised Premises for the balance of the
Lease 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 Lease Term including any extensions thereof, whether or not
authorized herein.  If Tenant is a partnership, a withdrawal or change, whether
voluntary, involuntary or by operation of law, of partners owning a controlling
interest in the Tenant shall be deemed a voluntary assignment of this Lease and
subject to the foregoing provisions.  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 20 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.  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 statements of any proposed subtenant or assignee.  In the event
Landlord consents to an assignment or sublease, Tenant shall reimburse Landlord,
not in excess of $1,000.00 per assignment or sublease, for Landlord's reasonable
accounting costs, and reasonable legal fees, actually incurred by Landlord as a
result of the assignment or sublease.  Any consideration, in excess of the Rent
and other charges and sums due and payable by Tenant under this Lease, paid to
Tenant by any assignee of this Lease for its assignment, or by any sublessee
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
Demised Premises or any portion thereof, shall be promptly remitted by Tenant to
Landlord as additional rent hereunder and Tenant shall have no right or claim
thereto as against Landlord.  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 Lease Term of this Lease.  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 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.

18

21.  Destruction.
----------- 

(a) If the Demised Premises are damaged by fire or other casualty, the
same shall be repaired or rebuilt as speedily as practical under the
circumstances at the expense of the Landlord, unless this Lease is
terminated as provided in this Article 21, and during the period required
for restoration, a just and proportionate part of Base Rental shall be
abated until the Demised Premises are repaired or rebuilt.

(b) If the Demised 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 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 Lease Term, or if the
Building is damaged in whole or in part (whether or not the Demised
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 the Tenant within sixty (60) days after the date of such
occurrence. If the Demised 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 Demised Premises
are substantially damaged during the last eighteen (18) months of the Lease
Term, then in either such event Tenant may elect to terminate this Lease by
notice in writing to Landlord within thirty (30) days after the date of
such occurrence. If the Demised Premises are damaged and this Lease is not
terminated by Landlord or Tenant pursuant to this Paragraph 21(b) and the
repairs to the Demised Premises on account of such damage are not completed
within two hundred (200) days after the date of the casualty, then on or
before the earlier of the date such repairs are completed or the date two
hundred twenty (220) days after the date of the casualty, Tenant may elect
to terminate this Lease by notice in writing to Landlord. Unless Landlord
or Tenant elects to terminate this Lease as hereinabove provided, this
Lease will remain in full force and effect and Landlord shall repair such
damage at its expense to the extent required under subparagraph (c) below
as expeditiously as possible under the circumstances.

(c) If Landlord should elect or be obligated pursuant to subparagraph
(a) above to repair or rebuild because of any damage or destruction,
Landlord's obligation shall be limited to the original Building and any
other work or improvements which were originally performed or installed at
Landlord's expense as described in Exhibit "D" hereto or with the proceeds
----------- 
of the Construction Allowance. 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 thirty (30) 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.

19

22.  Landlord's Lien.   Intentionally omitted.
---------------                          

23.  Services by Landlord.  Landlord shall provide the Building Standard
--------------------                                               
Services described on Exhibit "E" attached hereto and by reference made a part
-----------                                             
hereof.

24.  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 Demised Premises, in the hands of an attorney,
or files suit upon the same, and should such non-defaulting party prevail in
such suit, the non-prevailing party, to the extent permitted by applicable law,
agrees to pay the prevailing party all reasonable attorney's fees actually
incurred by the prevailing party.

25.  Time.  Time is of the essence of this Lease and whenever a certain day
----                                                                  
is stated for payment or performance of any obligation of Tenant or Landlord,
the same enters into and becomes a part of the consideration hereof.

26.  Subordination and Attornment.
---------------------------- 

(a) Existing Security Deeds or Underlying Leases.  Landlord represents
--------------------------------------------                      
and warrants to Tenant that as of the date of this Lease, the Land and
Building are 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.  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 lease, Tenant shall execute a
subordination, non-disturbance and attornment agreement ("non-disturbance
agreement") subordinating this Lease to the interest of such holder or
lessor and their respective heirs, successors and assigns. The holder of
any such Security Deed or the lessor under any such underlying lease shall
agree in such nondisturbance agreement that, so long as Tenant complies
with all of the terms and conditions of this Lease and is not in default
hereunder beyond the period of cure of such default as provided herein,
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 lease or deed in lieu thereof (the "Successor Landlord") shall not
take any action to disturb Tenant's possession of the Demised Premises
during the remainder of the Lease Term 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 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
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) at the same time
as such notice is given to Landlord and time periods to cure such defaults
which are the same as those granted to

20

Landlord hereunder (which time period shall run from and after such notice
is given to such holder or lessor), and Tenant shall further agree that any
Successor Landlord shall not be personally liable for any accrued
obligation of the former landlord, or for any act or omission of the former
landlord, whether prior to or after such enforcement proceedings, 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. 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; (b) bound
by any Base Rental 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 express written consent of the holder of the
Security Deed or lessor under the underlying lease, as the case may be.
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 Knox County, Tennessee.

(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 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.

27.  Estoppel Certificates.  Within ten (10) days after receipt of written
---------------------                                                
request therefor by Landlord (including a copy of the form of estoppel
certificate), Tenant agrees to execute and return to Landlord in recordable form
an estoppel certificate addressed to Landlord, any mortgagee or assignee of
Landlord's interest in, or purchaser of, the Demised Premises or the Building or
any part thereof, certifying (if such be the case) that this Lease is unmodified
and is in full force and effect (and if there have been modifications, that the
same is in full force and effect as modified and stating said modifications);
that there are no defenses or offsets against the enforcement thereof or stating
those claimed by Tenant; and stating the date to which Rent and other charges
have been paid.  Such certificate shall also include such other 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.  In the event Tenant delivers such estoppel
certificate within such time period, Landlord shall reimburse Tenant, not in
excess of $1,000.00 per estoppel certificate, for Tenant's reasonable
administration costs, actually incurred by Tenant as a result of executing such
estoppel certificate.

28.  Cumulative Rights.  All rights, powers and privileges conferred
-----------------                                              
hereunder upon the parties hereto shall be cumulative to, but not restrictive
of, or in lieu of those conferred by law.

29.  Holding Over.  If Tenant remains in possession after expiration or
------------                                                      
termination of the Lease Term without Landlord's written consent, Tenant shall
become a tenant-at-

21

sufferance, and there shall be no renewal of this Lease 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 monthly rental shall be 125% of the
amount of Rent (including any adjustments as provided herein) payable for the
last full calendar month of the Lease Term including renewals or extensions. The
inclusion of the preceding sentence in this Lease shall not be construed as
Landlord's consent for Tenant to hold over.

30.  Surrender of Premises.  Upon the expiration or other termination of
---------------------                                              
this Lease, Tenant shall quit and surrender to Landlord the Demised 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
and insured casualty only excepted.  Tenant shall remove all personalty and
equipment not attached to the Demised Premises which it has placed upon the
Demised Premises (including but not limited to Tenant's voice and data equipment
and back-up power equipment installed by Tenant at Tenant's cost, trade
fixtures, furniture, and Tenant's ice maker), and Tenant shall repair all damage
to the Demised Premises, Building or Project caused by the removal of such
property.  If Tenant shall fail or refuse to remove all of Tenant's effects,
personalty and equipment from the Demised Premises upon the expiration or
termination of this Lease for any cause whatsoever or upon the Tenant being
dispossessed by process of law or otherwise, such effects, personalty and
equipment 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 them.  Tenant shall pay Landlord on demand any and all expenses
(net of the net proceeds, if any, received by Landlord from the sale, if any, of
such property or any portion thereof) incurred by Landlord in the removal of
such property, including, without limitation, the cost of repairing any damage
to the Building or Project caused by the removal of such property and storage
charges (if Landlord elects to store such property).  The covenants and
conditions of this Article 30 shall survive any expiration or termination of
this Lease.

31.  Notices.  All notices required or permitted to be given hereunder
-------                                                          
shall be in writing and may be delivered by hand to either party or may be sent
by courier or by United States Mail, certified, return receipt requested,
postage prepaid.  Any such notice shall be deemed received by the party to whom
it was sent (i) in the case of hand delivery or courier delivery, on the date of
delivery to such party, and (ii) in the case of certified mail, the date receipt
is acknowledged on the return receipt for such notice or, if delivery is
rejected or refused or the U.S. Postal Service is unable to deliver same because
of changed address of which no notice was given pursuant hereto, the first date
of such rejection, refusal or inability to deliver.  All such notices shall be
addressed to Landlord or Tenant at their respective address set forth
hereinabove or at such other address as either party shall have theretofore
given to the other by notice as herein provided.

32.  Damage or Theft of Personal Property.  All personal property brought
------------------------------------                                
into Demised 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 Article 17 hereof.  Unless caused by the negligent
acts or omissions of Landlord or its employees, Landlord shall not at any time
be liable for 

22

damage to any property in or upon the Demised 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.

33.  Eminent Domain.
-------------- 

(a) If all or part of the Demised Premises shall be taken for any
public or quasi-public use by virtue of the exercise of the power of
eminent domain or by private purchase in lieu thereof, this Lease shall
terminate as to the part so taken as of the date of taking, and, in the
case of a partial taking, either Landlord or Tenant shall have the right to
terminate this Lease as to the balance of the Demised Premises by written
notice to the other within thirty (30) days after such date; provided,
however, that a condition to the exercise by Tenant of such right to
terminate shall be either (i) that more than fifteen percent (15%) of the
Demised Premises was taken or (ii) that the portion of the Demised Premises
taken shall be of such extent and nature as substantially to handicap,
impede or impair, in Tenant's reasonable opinion, Tenant's use of the
balance of the Demised Premises 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.

(b) If this Lease is terminated under the provisions of this Article
33, Rent shall be apportioned and adjusted as of the date of termination.
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 Lease Term provided that the foregoing shall not preclude any
claim that Tenant may have against the condemning authority for the
unamortized cost of leasehold improvements, to the extent the same were
installed at Tenant's expense (and not with the proceeds of the
Construction Allowance), or for loss of business, moving expenses or other
consequential damages, in accordance with subparagraph (d) below.

(c) If there is a partial taking of the Building and this Lease is not
thereupon terminated under the provisions of this Article 33, then this
Lease shall remain in full force and effect, and Landlord shall, within a
reasonable time thereafter, repair or reconstruct the remaining portion of
the Building to the extent necessary to make the same a complete
architectural unit; provided that in complying with its obligations
hereunder Landlord shall not be required to expend more than the net
proceeds of the condemnation award which are paid to Landlord.

(d) All compensation awarded or paid to Landlord upon a total or
partial taking of the Demised Premises or the Building shall belong to and
be the property of

23

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 (and not with the proceeds
of the Construction Allowance). In no event shall Tenant have or assert a
claim for the value of any unexpired term of this Lease. Subject to the
foregoing provisions of this subparagraph (d), 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.

34.  Parties.  The term "Landlord", as used in this Lease, shall include
-------                                                            
Landlord and its assigns and successors.  It is hereby covenanted and agreed by
Tenant that should Landlord's interest in the Demised Premises cease to exist
for any reason during the Lease Term, then notwithstanding the happening of such
event, this Lease nevertheless shall remain in full force and effect, and Tenant
hereby agrees to attorn to the then owner of the Demised Premises.  The term
"Tenant" shall include Tenant and its heirs, legal representatives and
successors, and shall also include Tenant's assignees and sublessees, if this
Lease shall be validly assigned or the Demised Premises sublet for the balance
of the Lease Term or any renewals or extensions thereof.  In addition, Landlord
and Tenant covenant and agree that Landlord's right to transfer or assign
Landlord's interest in and to the Demised Premises, or any part or parts
thereof, shall be unrestricted, and that in the event of any such transfer or
assignment by Landlord which includes the Demised Premises, Landlord's
obligations to Tenant thereafter arising hereunder shall cease and terminate,
and Tenant shall look only and solely to Landlord's assignee or transferee for
performance of Landlord's obligations to Tenant thereafter arising hereunder.

35.  Liability of Tenant.  Tenant hereby indemnifies Landlord from and
-------------------                                              
agrees to hold Landlord harmless against, any and all liability, loss, cost,
damage or expense, including, without limitation, court costs and reasonable
attorney's fees, imposed on Landlord by any person whomsoever, caused in whole
or in part by any negligent act or omission of Tenant, or any of its employees,
contractors, servants, agents, subtenants or assignees, or of Tenant's customers
while such customers are within the Demised Premises, or otherwise occurring in
connection with any default of Tenant hereunder.  The provisions of this Article
35 shall survive any termination of this Lease.

36.  Force Majeure.  In the event of strike, lockout, civil commotion, act
-------------                                                        
of God, or any other cause beyond a party's control (collectively "force
majeure") resulting in the 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, 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.

24

37.  Landlord's Liability.  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
Building and the Land described in Exhibit "A" hereto and to the proceeds of
-----------                              
Landlord's insurance policy or policies actually paid to Landlord and not
applied by Landlord by 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) and to any rent derived from the
Building accruing after the date of a final judgment obtained by Tenant against
Landlord with respect to such default.  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 said Land and Building, the aforedescribed
rent derived from the Building accruing after the date of a final judgment
obtained by Tenant against Landlord with respect to such default, 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.

38.  Landlord's Covenant of Quiet Enjoyment.  Provided Tenant performs the
--------------------------------------                               
terms, conditions and covenants of this Lease, and subject to the terms and
provisions hereof, Landlord covenants and agrees to take all necessary steps to
secure and to maintain for the benefit of Tenant the quiet and peaceful
possession of the Demised Premises, for the Lease Term, without hindrance, claim
or molestation by Landlord or any other person lawfully claiming under Landlord.

39.  First Month's Rent.  Tenant has deposited with Landlord the sum set
------------------                                                 
forth in Article 1(m) above.  Such amount shall be applied by Landlord to the
first monthly installment(s) of Base Rental and Tenant's Forecast Additional
Rental as they become due hereunder.  This Lease shall be of no force or effect
and the sum set forth in Article 1(m) above shall be refunded to Tenant in the
event this Lease has not been executed by Landlord within fourteen (14) days
after counterparts of this Lease fully executed by Tenant have been delivered to
Landlord together with the sum set forth in Article 1(m) above.

40.  Hazardous Substances.  Tenant hereby covenants and agrees that Tenant
--------------------                                                 
shall not cause or permit any "Hazardous Substances" (as hereinafter defined) to
be generated, placed, held, stored, used, located or disposed of at the Project
or any part thereof, except for Hazardous Substances as are commonly and legally
used or stored as a consequence of using the Demised Premises for general office
and administrative purposes (and, if permitted hereunder, medical treatment and
medical laboratory purposes), but only so long as the quantities thereof do not
pose a threat to public health or to the environment or would necessitate a
"response action", as that term is defined in CERCLA (as hereinafter defined),
and so long as Tenant strictly complies or causes compliance with all applicable
governmental rules and regulations concerning the use, storage, production,
transportation and disposal of such Hazardous Substances.  For purposes of this
Article 40, "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,

25

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 hereby agrees to indemnify Landlord
and hold Landlord harmless from and against any and all losses, liabilities,
including strict liability, damages, injuries, expenses, including reasonable
attorneys' fees, costs of settlement or judgment and claims of any and every
kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by
any person, entity or governmental agency for, with respect to, or as a direct
or indirect result of, the presence in, or the escape, leakage, spillage,
discharge, emission or release from, the Demised Premises of any Hazardous
Substances (including, without limitation, any losses, liabilities, including
strict liability, damages, injuries, expenses, including reasonable attorneys'
fees, costs of any settlement or judgment or claims asserted or arising under
the Comprehensive Environmental Response, Compensation and Liability Act
["CERCLA"], any so-called federal, state or local "Superfund" or "Superlien"
laws or any other Environmental Law); provided, however, that the foregoing
indemnity is limited to matters arising solely from Tenant's violation of the
covenant contained in this Article.  The obligations of Tenant under this
Article shall survive any expiration or termination of this Lease.

Landlord hereby covenants and agrees that Landlord has not caused or permitted
and shall not cause or permit any Hazardous Substances to be generated, placed,
held, stored, used, located or disposed of at the Project or any part thereof
(excluding, however, the Demised Premises and such other portions of the Project
as are from time to time leased to tenants, but including the "building
standard" work), except for Hazardous Substances as are commonly and legally
used or stored as a consequence of constructing, operating, and maintaining the
Project in accordance with this Lease, and using the Project for general office
and administrative purposes (and, if permitted hereunder, medical treatment and
medical laboratory purposes), but only so long as the quantities thereof do not
pose a threat to public health or to the environment or would necessitate a
"response action", as that term is defined in CERCLA, and so long as Landlord
strictly complies or causes compliance with all applicable governmental rules
and regulations concerning the use, storage, production, transportation and
disposal of such Hazardous Substances.  Landlord hereby agrees to indemnify
Tenant and hold Tenant harmless from and against any and all losses,
liabilities, including strict liability, damages, injuries, expenses, including
reasonable attorneys' fees, costs of settlement or judgment and claims of any
and every kind whatsoever paid, incurred or suffered by, or asserted against,
Tenant by any person, entity or governmental agency for, with respect to, or as
a direct or indirect result of, the presence in, or the escape, leakage,
spillage, discharge, emission or release from, the Project of any Hazardous
Substances (including, without limitation, any losses, liabilities, including
strict liability, damages, injuries, expenses, including reasonable attorneys'
fees, costs of any settlement or judgment or claims asserted or arising under
CERCLA, any so-called federal, state or local "Superfund" or "Superlien" laws or
any other Environmental Law); provided, however, that the foregoing indemnity is
limited to matters arising solely from Landlord's violation of the covenant
contained in this Article.  The obligations of Landlord under this Article shall
survive any expiration or termination of this Lease.

26

41.  Submission of Lease.  The submission of this Lease for examination
-------------------                                               
does not constitute an offer to lease and this Lease shall be effective only
upon execution hereof by Landlord and Tenant.

42.  Severability.  If any clause or provision of the 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.

43.  Entire Agreement.  This Lease contains the entire agreement of the
----------------                                                  
parties and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.  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.  This Lease may not be altered, waived, amended or
extended except by an instrument in writing signed by Landlord and Tenant.  This
Lease is not in recordable form, and Tenant agrees not to record or cause to be
recorded this Lease or any short form or memorandum thereof.

44.  Headings.  The use of headings herein is solely for the convenience of
--------                                                              
indexing the various paragraphs hereof and shall in no event be considered in
construing or interpreting any provision of this Lease.

45.  Broker.  Tenant represents and warrants to Landlord that (except with
------                                                               
respect to any Broker[s] identified in Article 1[n] hereinabove) no broker,
agent, commission salesperson, or other person has represented Tenant in the
negotiations for and procurement of this Lease and of the Demised Premises and
that (except with respect to any Broker[s] identified in Article 1[n]
hereinabove) no commissions, fees, or compensation of any kind are due and
payable in connection herewith to any broker, agent, commission salesperson, or
other person as a result of any act or agreement of Tenant.  Tenant agrees to
indemnify and hold Landlord harmless from all loss, liability, damage, claim,
judgment, cost or expense (including reasonable attorneys' fees and court costs)
suffered or incurred by Landlord as a result of a breach by Tenant of the
representation and warranty contained in the immediately preceding sentence or
as a result of Tenant's failure to pay commissions, fees, or compensation due to
any broker who represented Tenant, whether or not disclosed, 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 (other than the Broker[s] identified
in Article 1[n] hereinabove) claiming to have dealt with Tenant.

Landlord represents and warrants to Tenant that (except with respect to any
Broker[s] identified in Article 1[n] hereinabove) no broker, agent, commission
salesperson, or other person has represented Landlord in the negotiations for
and procurement of this Lease and of the Demised Premises and that (except with
respect to any Broker[s] identified in Article 1[n] hereinabove) no commissions,
fees, or compensation of any kind are due and payable in connection herewith to
any broker, agent, commission salesperson, or other person as a result 

27

of any act or agreement of Landlord. Landlord agrees to indemnify and hold
Tenant harmless from all loss, liability, damage, claim, judgment, cost or
expense (including reasonable attorneys' fees and court costs) suffered or
incurred by Tenant as a result of a breach by Landlord of the representation and
warranty contained in the immediately preceding sentence or as a result of
Landlord's failure to pay commissions, fees, or compensation due to any broker
who represented Landlord, whether or not disclosed, 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 (other than the Broker[s] identified in Article
1[n] hereinabove) claiming to have dealt with Landlord.

46.  Governing Law.  The laws of the State of Tennessee shall govern the
-------------                                                      
validity, performance and enforcement of this Lease.

47.  Special Stipulations.  The special stipulations attached hereto as
--------------------                                              
Exhibit "F" are hereby incorporated herein by this reference as though fully set
- -----------                                                                     
forth.

48.  Authority.  Each of the persons executing this Lease on behalf of
---------                                                        
Tenant does hereby personally represent that Tenant is a duly formed and validly
existing limited liability company and is fully authorized and qualified to do
business in the State of Tennessee, that the limited liability company has full
right and authority to enter into this Lease, and that each person signing on
behalf of the limited liability is a manager or officer of the limited liability
company and is authorized to sign on behalf of and to bind the limited liability
company.  Upon the request of Landlord, Tenant shall deliver to Landlord
documentation satisfactory to Landlord evidencing Tenant's compliance with this
Article, and Tenant agrees to promptly execute all necessary and reasonable
applications or documents as reasonably requested by Landlord, required by the
jurisdiction in which the Demised Premises is located, to permit the issuance of
necessary permits and certificates for Tenant's use and occupancy of the Demised
Premises.

49.  Financial Statements.   Upon Landlord's written request therefor, but
--------------------                                                 
not more often than once per year, Tenant shall promptly furnish to Landlord
Tenant's most recent annual report (provided, however, if Tenant is not publicly
traded at such time, Tenant shall deliver a financial statement with respect to
Associates First Capital Corporation for its most recent fiscal year prepared in
accordance with generally accepted accounting principles and certified to be
true and correct by Associates First Capital Corporation, which statement
Landlord agrees to keep confidential and not use except in connection with
proposed sale or loan transaction).

[Signatures contained on following page]

28

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the day, month and year first above written.

"LANDLORD":

THE FUND IX, FUND X, FUND XI, AND REIT 
JOINT VENTURE

By:  Wells Real Estate Fund IX, L.P.,
a Georgia limited partnership,
managing venturer

By: /s/ Leo F. Wells         (Seal)
--------------------------
Leo F. Wells, II,
general partner

By: Wells Partners, L.P.,
a Georgia limited partnership,
general partner

By:  Wells Capital, Inc.,
a Georgia corporation,
general partner

By: /s/ Leo F. Wells (Seal)
------------------
Leo F. Wells, II,
President

(CORPORATE SEAL)

"TENANT":

ASSOCIATES HOUSING FINANCE, LLC,
a Delaware limited liability company

By: /s/ Wayne G. Stoltzamn
-----------------------
Name: Wayne Stoltman
Its: Vice President

By:_______________________
Its:______________________

(SEAL)

29

EXHIBIT "A"
-----------

LEGAL DESCRIPTION

That property situate in the Sixth Civil District of Knox County, Tennessee,
without the corporate limits of the City of Knoxville, Tennessee, being known
and designated as Lot 13R in the Centerpoint Park, as shown on the map of the
same of record in Cabinet O, Slide 280A, in the Register's Office for Knox
County, Tennessee.

EXHIBIT "B"
-----------

[FLOOR PLAN APPEARS HERE]

[LOGO OF THE ASSOCIATES APPEARS HERE]

EXHIBIT "D"
-----------

CONSTRUCTION OBLIGATIONS

1.  Plans and Specifications.   Tenant, at Tenant's sole cost and expense, shall
------------------------                                                    
cause to be prepared by Tenant's architect or space planner, schematic
partition plans and layout for the Demised Premises based on Tenant's
requirements.  Upon approval by Landlord of such schematic partition plans
and layout (which approval shall not be unreasonably withheld), Tenant shall
cause to be prepared by Tenant's architect (Benson, Hlavaty & Paret), at
Tenant's cost, the following:

(a)   Complete and detailed architectural drawings and specifications for
Tenant's partition layout, reflected ceiling and other installations
for the work to be done by Landlord under Paragraph 3 hereof.

(b)   Complete engineered construction drawings and specifications where
necessary for installation of heating and air conditioning,
electrical, plumbing and fire protection systems and other drawings
necessary to define the scope of work to be done by Landlord under
Paragraph 3 hereof.

(c)   Any subsequent modifications to the drawings and specifications
requested by Landlord.

All such plans and specifications are expressly subject to Landlord's
approval.  On or prior to the date hereof, Tenant has caused said schematic
partition plans and layout to be delivered to Landlord and the construction
drawings and specifications to be prepared as provided above and delivered
to Landlord, and, upon approval by Landlord, Landlord will cause said plans
to be filed at Tenant's sole cost and expense with the appropriate
governmental agencies in such form (building notice, alteration or other
form) as Landlord may direct.  The Demised Premises shall be deemed ready
for occupancy when Landlord's construction, as provided in Paragraphs 2 and
3 hereof, is substantially completed subject only to punch list items, with
the certificate of occupancy for the Demised Premises having been issued and
such status is referred to in this Lease as "Substantial Completion."  In
the event of any dispute as to when Landlord's construction has been
substantially completed as aforesaid, the determination of Landlord's
architect or designer shall be final and binding upon the parties.  Landlord
will give Tenant ten (10) days' advance written notice of the date on which
Landlord expects the Demised Premises to be ready for occupancy.

2.  Base Building Condition.   Landlord agrees, at its sole expense and without
-----------------------                                                    
charge to Tenant, to supply and/or install the following work in the
Building and/or Demised Premises (the following describes the scope of the
"building standard" work which will be provided by Landlord at its expense
in accordance with the plans and specifications for the Building):

(a)  HVAC System

Central plant equipment and air handling units (and including
perimeter slot diffusers stacked on the floor) capable of maintaining
the following indoor conditions plus or minus two (2) degrees F, based
upon the local conditions specified in the 1993 edition of ASHRAE
HANDBOOK OF FUNDAMENTALS:

(1)  Summer indoor shall be 75 degrees F.D.B. when outside temperature
is 92 degrees F.D.B. The cooling tower, chillers, air handling
units, piping and equipment shall be designed and sized
accordingly.

(2)  Winter indoor shall be 70 degrees F.D.B. when outside temperature
is 22 degrees F.D.B.

In addition, the system shall meet in all respects ASHRAE Standard
ANSI/ASHRAE 62 "Ventilation for Acceptable Indoor Air Quality", 1989,
Addendum 62A 1990, and all subsequent Addenda thereto, including the
ability to provide twenty (20) cubic feet per minute of outside fresh
air per occupant, based on an occupant load of one person per one
hundred fifty (150) usable square feet.

Air conditioning design basis is 3.0 watts per usable square foot
lighting and power load, based upon an occupancy rate of seven (7)
persons per 1,000 rentable square feet (per ASHRAE Standard 62-1989)
and venetian blinds drawn with slats tilted against the sun at not
less than 45 degrees from horizontal.

(b)  Electrical

An electrical capacity of three (3) watts per square foot of rentable
floor area for low voltage electrical consumption (120/208 volts) and
two (2) watts per square foot of rentable floor area for lighting
(277/480 volts) will be provided at one location on each floor.

(c)  Sprinkler system

A complete sprinkler system including building standard sprinkler
heads (with heads turned up) in accordance with Landlord's standard
grid pattern.

(d)  The inside of the Building's perimeter walls shall have gypsum
wallboard installed where applicable (taped and bedded only). The
corridor side of the walls of any corridors which are used in common
by Tenant and other tenants and occupants of the Building shall be
finished to Landlord's specifications.

2

(e)  Structural concrete columns with drywall, taped and bedded (to be
finished at Tenant's cost pursuant to Paragraph 3 hereof).

(f)  Horizontal mini-blinds for all exterior windows in accordance with
Landlord's standard specifications, installed.

(g)  Base building drywall soffit shall be furnished and installed, taped
and painted. Slot diffusers shall be installed with this soffit
detail.

(h)  Building standard 2x2 ceiling grid shall be provided by Landlord (but
not installed). Building standard acoustical ceiling tile (material
only) shall be provided by Landlord (but not installed).

(i)  Building standard 2x4 fluorescent light fixtures (material only) at
the ratio of one fixture per 100 square feet of rentable floor area
shall be provided by Landlord (but not installed).

(j)  Incorporation of Tenant's name into the main building directory.

3.   Leasehold Improvements.   Landlord agrees, at Tenant's sole cost and 
----------------------
expense (subject to Paragraph 5 hereof with respect to the Construction
Allowance), and in conformance with working drawings and specifications,
approved by Landlord, to provide and install the following work:

(a)  Air conditioning.

(i)    Any modifications to or deviations from building standard
heating and air conditioning system.

(ii)   Material and installation of components including diffusers
(all interior zone diffusers and any additional perimeter slot
diffusers), return grilles, flex duct and spin-ins to support
the base building system.

(iii)  All additional duct work throughout the Demised Premises.

(iv)   Fire dampers as required by Tenant's layout design.

(v)    Installation of building standard thermostats.

(vi)   Test and balance work.

(vii)  Supplemental HVAC and/or exhaust systems.

3

(b)  Electrical.

(i)    Electrical distribution system on each floor from the
electrical panel location on each floor (or from additional
electrical panels as required by the working drawings and
specifications).

(ii)   All light switches.

(iii)  All electrical outlets.

(iv)   All telephone rough-in boxes and pullstrings (Tenant shall be
responsible for the installation of its own phone and data
cable, plenum rated or installed in conduit, including
conduits, if required from base building riser closet to
Tenant's telephone back board).

(v)    Installation of building standard light fixtures provided by
Landlord under Paragraph 2(i) above and provision and
installation of all other light fixtures and related circuitry,
panel boards, etc.

(vi)   Any provision for supplying power to the Demised Premises
beyond the watts per rentable square foot specified in the
Building Standard Services, or circuiting at less than 8
outlets per 16 AMP circuit, or circuited at more than one (1)
pole of 120 volt, single phase circuit per 252 square feet of
rentable floor area, including necessary metering to measure
excess electrical usage. Each floor shall be provided with one
42 pole panel.

(vii)  All exit light fixtures and exit signs within the Tenant's
Demised Premises.

(viii) All ADA strobe horn devices within Tenant's Demised Premises.

(c)  Installation of the building standard grid and building standard
acoustical ceiling tile provided by Landlord under Paragraph 2(h)
above and provision and installation of any non-standard ceiling
system approved by Landlord.

(d)  Sprinkler system. Any modification to or deviation from the building
standard sprinkler system including relocations of or additions to the
number of sprinkler heads provided or the provision of a non-standard
sprinkler head.

(e)  All plumbing work for facilities such as showers, sinks or additional
toilets in the Demised Premises or in support of Tenant's kitchen
appliances in the Demised Premises.

(f)  All partitions for walls within the Demised Premises, including the
finish thereof, and the tenant side of the common corridor walls which
are within the

4

Demised Premises, including the finish thereof, and the finish to the
inside of the Building's perimeter walls (as applicable).

(g)  Where applicable, the finish to the building standard concrete columns
adjacent to the curtain wall.

(h)  All doors and frames.

(i)  All hardware, which must match and be compatible with the established
building standards (except for such hardware as is replaced by Tenant-
furnished electrified handsets for card-access secured doors).

(j)  All floor finishes including base (except that Tenant shall furnish
F.O.B. the Premises all carpet materials as previously approved by
Landlord).

(k)  Any special construction as shown on the drawings and specifications
approved by Landlord.

(l)  Tenant's identification sign conforming to Landlord's standards, at
entrances to Demised Premises.

(m)  All fire alarm devices, including speakers, required within the
Demised Premises by applicable building code.

4.   Approval of Subcontractors; Cost Estimate.   Landlord reserves the right to
-----------------------------------------                                  
restrict the list of subcontractors who may carry out work related to
critical Building systems, provided that such subcontractors shall 1) be
qualified, competent and of good reputation, 2) have sufficient manpower to
timely perform the work, 3) not, during the expected term of the work, have
collective bargaining contracts coming due, 4) not be related, through
business or blood, to any member of Landlord's staff, and 5) be willing to
work "open-book" should Tenant believe such subcontractor's prices are
excessive. This work includes the following:

.    HVAC/mechanical
.    Electrical
.    Plumbing
.    Fire Protection
.    Fire Alarm
.    Test & Balance
.    Roofing
.    Curtain wall
.    Structural steel

Prior to commencing any work, Landlord or Landlord's representative will
submit to Tenant written estimates of the cost of the work described in
Paragraph 3 hereof. If Tenant shall fail to approve any such estimate
within seven (7) calendar days, the same

5

shall be deemed disapproved in all respects by Tenant and Landlord shall
not be authorized to proceed thereon. In the event of such disapproval,
Tenant shall work promptly with Tenant's architect and Landlord to alter
the working drawings and specifications for the work described in Paragraph
3 hereof to cause the price estimate to be acceptable to Tenant.

5.   Tenant's Payment Obligation.  Tenant agrees to pay Landlord promptly within
---------------------------    
thirty (30) days of being invoiced (but in no event prior to Substantial
Completion) for the cost of the work described in Paragraphs 1 and 3
hereof, less the amount of the Construction Allowance, if any, stated in
Article 1(m) of this Lease. Tenant agrees that the same shall be
collectible as additional rent and in default of payment thereof Landlord
shall (in addition to all other remedies) have the same rights as in the
event of default of payment of Base Rental. No construction management fee
shall be paid to Landlord. If there remains any undisbursed portion of the
Construction Allowance after payment of all costs of the work described in
Paragraphs 1 and 3 hereof, and provided no event of default under this
Lease has occurred and is continuing, Landlord shall either pay such
undisbursed portion of the Construction Allowance to Tenant or credit such
undisbursed portion to Rent next thereafter becoming due and payable under
this Lease until fully credited.

6.   Costs of Delays.   If (a) Tenant shall fail to furnish schematic plans in
---------------
accordance with Paragraph 1 hereof, or (b) Landlord shall be delayed in
substantially completing Landlord's construction as a result of:

(i)    Tenant's request for materials, finishes or installations other
than Landlord's standard; or

(ii)   Tenant's failure to approve cost estimates within seven (7)
days; or

(iii)  Tenant's changes in said plans or specifications; or

(iv)   The performance of work by a person, firm or corporation
employed by Tenant and delays in the completion of said work by
said person, firm or corporation;

then Tenant agrees to pay to Landlord, in addition to any sum due under
Paragraph 5 above, a sum equal to any additional cost to Landlord in
completing Landlord's construction resulting from any of the foregoing
failures, acts or omissions of Tenant. Any such sums shall be in addition
to any sums payable pursuant to Paragraphs 1 and 3 hereof and may be
collected by Landlord as additional rent from time to time, upon demand,
and in default of payment thereof, Landlord shall (in addition to all other
remedies) have the same rights as in the event of default of payment of
Base Rental. With respect to the matters set forth in subparagraphs (i)
through (iii) set forth above, Landlord shall inform Tenant of the
potential delay to the work anticipated to be caused thereby at the time
such request, change or failure to approve occurs. In the cases of request
or change, failure of Landlord to so inform Tenant shall be deemed to

6

mean that such request or change will not cause a delay in the then
anticipated date of Substantial Completion.

7.   Alterations by Tenant.   Except as expressly set forth in the Lease, Tenant
---------------------
shall not make any alterations, additions or improvements in or to the
Demised Premises without Landlord's prior written consent, which consent
shall not be unreasonably withheld. Tenant shall not make any alterations,
additions or improvements to any common areas without Landlord's prior
written consent, which consent may be granted or withheld in Landlord's
sole discretion. Except for construction as provided in Paragraphs 2 and 3
hereof, and except as set forth in Paragraph 4 of the Lease with respect to
punch list items and latent defects, the Demised Premises are delivered to
Tenant "as is" without any warranty or representation whatsoever. Any
alterations, additions or improvements requested by Tenant and approved by
Landlord shall be performed (i) by Landlord's contractor or another
contractor approved by Landlord, (ii) in a good and workmanlike manner, and
(iii) in accordance with all applicable codes, laws, ordinances, rules and
regulations of governmental authorities having jurisdiction over the
Demised Premises.

8.   Approvals by Landlord.   Any approval by Landlord of or consent by Landlord
---------------------                                                      
to any of Tenant's plans, specifications or other items to be submitted by
Tenant to and/or reviewed by Landlord pursuant to this Lease shall be
deemed to be strictly limited to an acknowledgment of approval or consent
by Landlord thereto and, whether or not the work is performed by Landlord
or by Tenant's contractor, such approval or consent shall not constitute
the assumption by Landlord of any responsibility for the accuracy,
sufficiency or feasibility of any plans, specifications or other such items
and shall not imply any acknowledgment, representation or warranty by
Landlord that the design is safe, feasible, structurally sound or will
comply with any legal or governmental requirements, and Tenant shall be
responsible for all of the same.

7

EXHIBIT "E"
-----------

BUILDING STANDARD SERVICES

Landlord shall furnish the following services to Tenant during the Lease
Term while the Demised Premises or any portion thereof is being occupied for
business purposes (the "Building Standard Services"):

(a) Common-use restrooms (with cold and tempered domestic water) and
toilets at the locations provided for in the Base Building Plans.

(b) Subject to curtailment as required by governmental laws, rules or
mandatory regulations and subject to the design conditions set forth in
paragraph 2(a) of Exhibit "D" attached hereto, central heat and air conditioning
-----------                                                   
in season, at such temperatures and in such amounts as are in keeping with the
standards of buildings comparable to the Building in the metropolitan Knoxville,
Tennessee area.  Such heating and air conditioning shall be furnished between
7:00 a.m. and 6:00 p.m. on weekdays (from Monday through Friday, inclusive) and
between 8:00 a.m. and 1:00 p.m. on Saturdays, all exclusive of Holidays, as
defined below (the "Building Operating Hours").

Upon one (1) day's prior notice by Tenant given during Building Operating
Hours, Landlord will furnish such air conditioning and heating at other times
(that is, other than the times specified above), in which case Tenant shall
reimburse Landlord for all costs (provided, however, that such costs shall not
exceed $35.00 per hour) of such heating and air conditioning during days and
times other than the Building Operating Hours.  Any sums due hereunder from
Tenant shall be paid by Tenant to Landlord together with the installment of Base
Rental which is due next following receipt by Tenant of a billing from Landlord
for such sums.

(c) Electric lighting service for all public areas and special service
areas of the Building in the manner and to the extent reasonably deemed by
Landlord to be in keeping with the standards of buildings comparable to the
Building in the metropolitan Knoxville, Tennessee area.

(d) Janitor service shall be provided five (5) days per week, exclusive of
Holidays (as hereinbelow defined), in a manner that Landlord reasonably deems to
be consistent with the standards of office buildings comparable to the Building
in the metropolitan Knoxville, Tennessee area, and in accordance with the
standards set forth on Exhibit "E-1" attached hereto.  In the event any special
cleaning services are required for laboratories, special health care areas or
other non-office space (and which are not required for office space), any
incremental cost of providing such special cleaning services shall be borne
solely by Tenant, and shall be paid by Tenant to Landlord as additional rent.

(e) Sufficient electrical capacity to operate lights, typewriters,
calculating machines, photocopying machines, personal computers and other
machines of the same low voltage electrical consumption.

Should Tenant's total rated electrical design load exceed five (5.0) watts
per rentable square foot lighting and power load, or if Tenant's electrical
design requires low voltage or high voltage circuits in excess of Tenant's share
of the building standard circuits, Landlord will (at Tenant's expense) install
such additional circuits and associated high voltage panels and/or additional
low voltage panels with associated transformers (which additional circuits,
panels and transformers shall be hereinafter referred to as the "Additional
Electrical Equipment").  If the Additional Electrical Equipment is installed
because Tenant's low or high voltage rated electrical design load exceeds the
applicable building standard rated electrical design load, then a meter shall
also be added (at Tenant's expense) to measure the electricity used through the
Additional Electrical Equipment.

The design and installation of any Additional Electrical Equipment (or any
related meter) required by Tenant shall be subject to the prior approval of
Landlord (which approval shall not be unreasonably withheld).  All expenses
incurred by Landlord in connection with the review and approval of any
Additional Electrical Equipment shall also be reimbursed to Landlord by Tenant.
Tenant shall also pay on demand the actual metered cost of electricity consumed
through the Additional Electrical Equipment (if applicable), plus any actual
accounting expenses incurred by Landlord in connection with the metering
thereof.

If any of Tenant's electrical equipment requires conditioned air in excess
of building standard air conditioning, the same shall be installed by Landlord
(on Tenant's behalf), and Tenant shall pay all design, installation, metering
and operating costs relating thereto.

If Tenant requires that certain areas within Tenant's Demised Premises must
operate in excess of the normal Building Operating Hours (as hereinabove
defined), the electrical service to such areas shall be separately circuited and
metered (at Tenant's expense) such that Tenant shall be billed the costs
associated with electricity consumed during hours other than Building Operating
Hours.

(f) All building standard fluorescent bulb replacement in all areas and all
incandescent bulb replacement in public areas, toilet and restroom areas, and
stairwells.

To the extent the services described above require electricity and water
supplied by public utilities, Landlord's covenants thereunder shall only impose
on Landlord the obligation to use commercially reasonable efforts in good faith
to cause the applicable public utilities to furnish same.  Except for deliberate
and willful acts of Landlord, failure by Landlord to furnish the services
described herein, or any cessation thereof, shall not render Landlord liable for
damages to either person or property, nor be construed as an eviction of Tenant,
nor work an abatement of rent, nor relieve Tenant from fulfillment of any
covenant or agreement hereof.  In addition to the foregoing, should any of the
equipment or machinery, for any cause, fail to operate, or function properly,
except as hereinafter provided, Tenant shall have no claim for rebate of rent or
damages on account of an interruption in service occasioned thereby or resulting
therefrom; provided, however, Landlord agrees to use commercially reasonable
efforts in good faith to promptly repair said equipment or machinery and to
restore said services during normal business hours.  Notwithstanding the
foregoing to the contrary, if, for

2

any reason other than Tenant's failure to pay for all charges to the utility
company, to the governmental entity furnishing such services to the extent
Tenant is obligated to pay therefor under this Lease or Tenant's failure to
comply with the obligations of Tenant pursuant to this Lease, or Tenant's
negligence or willful misconduct, such services are unavailable for more than
three (3) consecutive business days, and Tenant cannot reasonably and safely
operate Tenant's business in the Demised Premises or cannot have reasonably
secure access to the Demised Premises, then Base Rental shall abate equitably
from and after the third (3rd) day for the remaining period of such interruption
or delay.

The following dates shall constitute "Holidays" as that term is used in
this Lease:  New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Christmas, and any other holiday generally recognized as such
by landlords of office space in the Knoxville, Tennessee office market, as
determined by Landlord in good faith.  If in the case of any specific holiday
mentioned in the preceding sentence, a different day shall be observed than the
respective day mentioned, then that day which constitutes the day observed by
national banks in Knoxville, Tennessee on account of said holiday shall
constitute the Holiday under this Lease.

3

EXHIBIT "E-1"

Cleaning and Janitor Services

Landlord shall furnish cleaning and janitor services to the Project as described
below:

Daily:
- -----

.    Sweep, dry mop or vacuum, as appropriate, all floor areas; remove
material such as gum and tar which has adhered to the floor.

.    Empty and damp wipe all ashtrays, waste baskets and containers; 
remove all trash from the Leased Premises.

.    Dust all horizontal surfaces with treated dust cloth.

.    Spot wash to remove smudges, marks and fingerprints from such
areas as walls, equipment, doors, partitions and light switches
within reach.

.    Wash water fountains.

.    Damp mop all non-resilient floors such as concrete, terrazzo and 
ceramic tile. Damp mop floors using detergent disinfectant.

.    Clean passenger elevator cabs and landing doors.

.    Clean mirrors, soap dispensers, shelves, wash basins, exposed
plumbing, dispenser and disposal container exteriors, using
detergent disinfectant and water. Damp wipe all ledges, toilet
stalls and toilet doors.

.    Clean toilets and urinals with detergent disinfectant, beginning
with seats and working down. Pour one ounce of bowl cleaner into
urinal after cleaning and do not flush.

.    Furnish and refill all soap, toilet, sanitary napkin and towel 
dispensers.

.    Clean all baseboards.

Weekly:
- ------

.    Wash glass in building directory, entrance doors and frames and show 
windows, both sides.

.    Remove all litter form the parking area and grounds.

.    Spot wash interior partition glass and door glass to remove smudge
marks.

.    Damp wipe all telephones.

Monthly:
- -------

.    Scrub and recondition resilient floor areas using buff-able non-slip
type floor finish.

.    Vacuum all ceiling and wall air supply and exhaust diffusers or
grills.

.    Wash all interior glass, both sides.

Quarterly:
- ---------

.    High dust all horizontal and vertical surfaces not reached in nightly
cleaning, such as pipes, light fixtures, door frames, picture frames
and other wall hangings.

.    Wash and polish vertical terrazzo or marble surfaces.

.    Damp wash diffusers, vents, grills, and other such items, including 
surrounding wall or ceiling areas that are soiled.

Semi-Annually:
- -------------

.    Vacuum drapes, cornices and wall hangings.

.    Dust all storage areas, including shelves and contents, such as supply
and stock closets, and damp mop floor areas.

.    Strip and refinish all resilient floor areas using buff-able non-slip
floor finish.

.    Wash all building exterior glass, both sides.

Annually:
- --------
.    Wash light fixtures, including reflectors, globes, diffusers and 
trim.

.    Wash walls in corridors, lounges, classrooms, demonstration 
areas, cafeterias and washrooms.

.    Clean all vertical surfaces not attended to during nightly, 
weekly, quarterly or semi-annual cleaning.

.    Shampoo all carpeted areas (upon request by Tenant, but not 
during first year).

IN ADDITION TO THE FOREGOING, PROVIDE A DAY PORTER ON ALL TENANT'S BUSINESS 
DAYS, MONDAY THROUGH FRIDAY.

UPON REQUEST BY TENANT WHEN NEEDED:
- ----------------------------------

.    Spot clean carpet stains.

.    Sweep stair areas.

EXHIBIT "F"
-----------

SPECIAL STIPULATIONS

1.   EXTENSION OPTIONS.   Tenant is hereby granted options to extend the Lease
Term for additional periods of one (1) month each (each such additional period
being herein referred to as an "Extended Term") by giving written notice of such
extension to Landlord prior to the expiration of the Lease Term (as extended);
provided, however, that in the event the Other  Lease is terminated, then with
respect to Extended Terms commencing on or after the first day of the seventh
(7th) calendar month from and after the calendar month within which occurred
the Rental Commencement Date, the options to extend the Lease Term granted
hereunder shall be exercised by Tenant giving written notice of each such
extension to Landlord at least thirty (30) days prior to the expiration of the
Lease Term (as previously extended); further provided, however, that the Lease
Term shall not be extended beyond (and the Lease Term, if not sooner terminated,
shall end on) the earlier to occur of: (i) the date fifteen (15) days after
"Substantial Completion" of the "Demised Premises" as those terms are defined in
the Other Lease; or (ii) June 30, 2000.  Tenant shall have the right to exercise
these options to extend provided that on the date of such exercise no default or
event of default under this Lease then exists.  Each Extended Term shall be upon
all of the same terms, covenants and conditions of this Lease then applicable.
The term "Lease Term" as used in this Lease shall mean the initial Lease Term
and any Extended Term which may become effective.

2.   REFUSAL RIGHT.   Provided and on the condition that Tenant is not then in
default and no event of default has occurred under this Lease, and subject to
the first refusal rights granted to the tenant under the lease  between Landlord
and ABB Flakt, Inc. (the "ABB Lease"), Tenant shall have a right of refusal (the
"Refusal Right"), subject to and upon the terms and conditions set forth below,
with respect to that certain space in the Building and designated on Exhibit "F-
-----------
1" attached hereto and by reference made a part hereof (the "Refusal Space").
- --                                                                            
Prior to entering into a lease with any other party (other than the tenant under
the ABB Lease) of any of the Refusal Space, Landlord shall notify Tenant that it
intends to enter into such lease (a "Refusal Notice").  Tenant shall have the
right to exercise its Refusal Right to add the space identified in the Refusal
Notice to the Demised Premises (with such space subject to all the terms and
conditions of this Lease, except as herein expressly provided), by giving notice
thereof to Landlord within ten (10) business days after the date Tenant receives
the Refusal Notice.  If Tenant does not so exercise its Refusal Right within
such ten (10) business day period, Landlord shall have the right to lease the
Refusal Space identified in the Refusal Notice free and clear of any further
rights of Tenant under this Special Stipulation 2.  In the event Tenant
exercises its Refusal Right with respect to any Refusal Space, Landlord and
Tenant shall proceed with diligence and continuity to prepare such Refusal Space
for Tenant's occupancy in accordance with the provisions of this Lease
applicable to the initial construction of the Demised Premises.  In the event
Tenant exercises a Refusal Right, as of the date (the "Commencement Date for the
applicable Refusal Space") which is the earlier to occur of (i) the date upon
which Tenant occupies such Refusal Space for the conduct of Tenant's business
(for purposes hereof, Tenant shall not be deemed to be occupying such Refusal
Space for the conduct of its business merely by moving furniture and equipment
into such Refusal 

Space), or (ii) the date seven (7) days after the date upon which Landlord
tenders such Refusal Space to Tenant after substantial completion of
construction of such Refusal Space substantially in accordance with the
provisions of Exhibit "D" attached to this Lease. Effective as of the
-----------                                             
Commencement Date for the applicable Refusal Space, the Base Rental and other
charges payable hereunder shall be increased based upon the number of rentable
square feet added to the Demised Premises.  Such Refusal Space shall be deemed
to be substantially completed upon the issuance of a certificate of substantial
completion by Landlord's architect in favor of both Landlord and Tenant
certifying that the only remaining items of incomplete or defective work are
items which are typically considered to be "punch-list" work in connection with
comparable construction projects in the metropolitan Knoxville, Tennessee, area,
and delivery thereof to Tenant.  During the course of construction of the
improvements in such Refusal Space to be constructed pursuant to this Special
Stipulation 2, Landlord shall update Tenant during weekly construction meetings
on the status of construction, the anticipated completion date, and any delays
in such construction.  Within ten (10) days after the addition of any Refusal
Space to the Demised Premises, Landlord and Tenant shall enter into an amendment
evidencing the addition, but the failure or refusal of Tenant to enter into an
amendment shall not impair or negate the exercise of the option or relieve
Tenant of any of its obligations with respect to the Refusal Space added to the
Demised Premises.

Notwithstanding the foregoing or any other provision of this Lease to the
contrary, (a) Tenant may not exercise the Refusal Right unless at least ninety
(90) days shall remain in the initial Lease Term at the time of such exercise,
and (b) the Construction Allowance for the Refusal Space shall be the product of
the Rentable Floor Area of the applicable Refusal Space to be added to the
Demised Premises, multiplied by Nine and 50/100 Dollars ($9.50).

3.   PARKING.

(a)  Landlord will provide to Tenant, without charge, unassigned parking in
the parking area adjacent to the Building for the Lease Term; provided, however,
that the total parking available for Tenant without charge shall be four (4)
spaces per one thousand (1000) usable square feet contained in the Demised
Premises.

(b)  Landlord may make, modify and enforce reasonable rules and regulations
relating to the parking of vehicles in the parking areas, and Tenant agrees to
abide by any such rules and regulations.  Tenant's failure to use commercially
reasonable efforts in good faith to cause Tenant's agents, contractors,
employees, licensees, subtenants, assigns, guests and invitees to abide by any
such rules and regulations after written notice by Landlord to Tenant and
expiration of any applicable cure period, if any, shall constitute a default by
Tenant under this Lease.

(c)  If the number of parking spaces available in the Building parking
facilities shall be reduced as a result of a taking by condemnation, Landlord
shall have the right to effect a proportionate reduction in the number of
parking spaces provided to Tenant.  However, in the event the number of parking
spaces made available to Tenant shall be reduced for more than six (6) months to
a number which is less than 3.4 parking spaces for every 1,000 usable square

2

feet of the Demised Premises, and provided that Landlord does not provide
comparable parking to the extent of at least 3.4 parking spaces for every 1,000
usable square feet of the Demised Premises within such six (6) month period,
Tenant shall have the right to terminate this Lease by giving written notice
thereof to Landlord.

4.   COMMUNICATIONS.

(a)  Subject to the terms and conditions as described below, Tenant shall
have the right, at Tenant's sole cost and expense, to place on the roof of the
Building a satellite antenna module (the "Antenna") and related hardware and
cabling connected to the Demised Premises.  Tenant shall not be charged any rent
or other fees by Landlord in connection with the placement of the Antenna on the
roof.  The right of Tenant to install the Antenna is expressly conditioned upon
(i) the receipt by Tenant of the approval of such Antenna by the tenant ("ABB")
under the lease of premises in the Building to ABB Flakt, Inc. [Landlord
represents to Tenant that the person or persons from whom Landlord will require
such approval on behalf of such tenant are located within the United States; if
requested by Tenant, Landlord shall submit Tenant's application for approval to
ABB (but Tenant shall remain responsible for preparing and revising such
application) and coordinate with ABB and Tenant with respect to such request for
ABB's approval, however, Landlord makes no representation whether or not such
approval will be granted by ABB] and the developer of CenterPoint Park, and (ii)
the Antenna and related hardware and cabling not damaging or interfering with
Landlord's roof warranty, communication devices or building systems or any
antennas and related hardware and cabling which other tenants of the Building
have installed or may install on the roof, and Tenant hereby covenants and
agrees that the Antenna and related hardware and cabling will not so interfere.

(b)  Tenant shall furnish detailed plans and specifications for the Antenna
and related hardware and cabling to Landlord for Landlord's consent, which
consent shall not be unreasonably withheld or delayed, provided Landlord may
condition its consent by requiring that the Antenna be installed in the least
conspicuous of all acceptable locations on which the Antenna might be located
and that all components and elements thereof (except the terminal devices and
structures) be concealed from view from within and without the Building.  Upon
the giving of such consent, the Antenna and related hardware and cabling shall
be installed and maintained, at Tenant's sole cost and expense, by a contractor
selected by Tenant and approved by Landlord, such approval not to be
unreasonably withheld or delayed.  In the installation of the Antenna and
related hardware and cabling, Tenant shall comply with all applicable laws,
codes, ordinances and building and zoning rules and regulations and keep the
Demised Premises and Building free and clear from liens arising from or related
to Tenant's installation.  Tenant shall consult with Landlord's roofing
contractor to ensure that neither the integrity of the roof of the Building, nor
Landlord's roof warranty, shall be negatively affected by the placement and
installation of the Antenna and the walkway referred to in Special Stipulation
4(d) hereof.  Tenant shall be entitled to use such portions of the Building as
may be reasonably necessary for the installation, operation and maintenance of
the Antenna and related hardware and cabling, and Tenant shall have reasonable
access to such portions of the Building at all times throughout the Lease Term
for such purposes; provided however, that except for 

3

the roof of the Building, any cables, conduits or other physical connections
between the Antenna and the Demised Premises shall be concealed underground or
within permanent walls, floors, columns and ceilings of the Building and in the
shafts of the Building provided for such installations, not damaging the
appearance of the Building or reducing the usable or rentable space of the
Building, and provided further, that except for the roof and Demised Premises,
any installation or maintenance work performed by Tenant or at Tenant's
direction shall be performed without unreasonably interfering with Landlord's or
any other tenant's use of the Building, and upon completion of such installation
and maintenance (initially and from time to time) Tenant shall restore such
portions of the Building to a condition reasonably comparable to that existing
prior to such installation or maintenance. In addition, Tenant shall paint and
maintain the Antenna in the color designated by Landlord unless such painting
would void the manufacturer's warranty on the Antenna.

(c)  Tenant shall be responsible for procuring and paying for all
certificates, licenses, permits or approvals which may be required for the
installation, operation, use and maintenance of the Antenna and related hardware
and cabling, and Landlord shall cooperate with Tenant, at Tenant's sole cost and
expense, in procuring such licenses or permits, to the extent required by
applicable law.  Upon receiving a written request by Landlord, Tenant shall
provide Landlord with documentation that Tenant has obtained all such
certificates, licenses, permits and approvals.  Landlord makes no warranties
whatsoever as to the permissibility of the Antenna or systems under applicable
laws.  The Antenna and related hardware and cabling shall be installed, operated
and maintained by Tenant, at Tenant's sole cost and expense, in such a manner as
not to constitute a nuisance, or unreasonably interfere with the operations of
other tenants of the Building or with the normal use of the area surrounding the
Building by occupants thereof.

(d)  Tenant shall be responsible for installing and maintaining a walkway
system to the Antenna in order to protect the roof of the Building.  Tenant
shall furnish plans and specifications for such walkway to Landlord for
Landlord's consent, which consent shall not be unreasonably withheld or delayed.

(e)  Upon termination or expiration of the Lease, Tenant shall, at Tenant's
sole cost and expense, remove the Antenna and related hardware and cabling
installed by it pursuant to this Special Stipulation 4 and shall repair and
restore the Building to a condition comparable to that existing prior to such
installation, normal wear and tear excepted.

(f)  Landlord reserves the right to relocate the Antenna and related
hardware and cabling at Landlord's sole expense, provided such relocation, in
the reasonable opinion of Tenant, shall have no material adverse impact on the
same.

(g)  Tenant hereby indemnifies Landlord and agrees to hold Landlord
harmless from and against any and all claims, liability, judgments, damages,
cost and expenses (including reasonable attorney's fees) related to, resulting
from, arising out of or caused by the installation, maintenance, operation or
removal of the Antenna and related hardware and cabling. In addition, Tenant
shall maintain in full force and effect throughout the Lease Term public
liability, property damage, fire and extended coverage insurance in an amount
sufficient 

4

to fully protect the Antenna and related hardware and cabling from fire or other
loss or damage, as well as contractual insurance in an amount sufficient to
fully protect Landlord from any loss or damage resulting from, arising out of or
caused by the installation, maintenance, operation or removal of the Antenna and
related hardware and cabling or by the exercise of Tenant's rights under this
Special Stipulation 4.

5.   YEAR 2000

Landlord agrees that any and all mechanical, digital, electronic or
computerized equipment owned by Landlord which controls, operates and/or
regulates equipment and services applicable to systems which service all or any
one or more of the Demised Premises or the Building or common areas of the
Building (including, but not limited to, elevators, security systems, lighting
systems, heating, ventilating and air conditioning, plumbing, fire and sprinkler
control systems) will not malfunction as a result of date changes in the year
2000 and beyond.  In the event Landlord fails to properly and fully restore
those services affected by a year 2000 malfunction, such malfunction shall be an
event of default by Landlord under the Lease and Tenant shall have the right to
avail itself of remedies for such default, as set forth in this Lease.
Furthermore, Landlord agrees to indemnify and hold Tenant harmless from loss,
costs, damages and expenses (excluding consequential damages) incurred by Tenant
as a result of any such equipment and/or computer systems malfunction which
materially adversely affects or impacts Tenant's use and occupancy of the
Demised Premises.

6.   LANDLORD'S DEFAULT.   If Landlord shall default in the performance of any
of its obligations under this Lease, and such default shall continue for thirty
(30) days after notice from Tenant specifying Landlord's default (except that if
such default cannot be cured within said thirty [30] day period, this period
shall be extended for a reasonable additional time, provided that Landlord
commences to cure such default within the thirty [30] day and proceeds
diligently thereafter to affect such cure), Tenant may, without prejudice to any
of its other rights under this Lease, correct or cure such default by Landlord
and invoice Landlord the cost and expenses incurred by Tenant therefor, 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 Base Rental thereafter due hereunder,
provided, however, that in the event Landlord notifies Tenant that it disputes
the existence of any such 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.

7.   AIR QUALITY.   Landlord agrees that the Building shall comply with all
applicable provisions of the Federal Clean Air Act Amendments of 1990 (the
"Act") and Landlord will 

5

take all actions with respect to Building systems and sub-systems which are
necessary to meet the applicable requirements of the Act. The costs of any
modifications, replacements, or repairs to and Building systems or systems
required to comply with the applicable requirements of the Act shall be included
in Operating Expenses and amortized over the useful life thereof pursuant to
Section 8(a)(6) of this Lease. Landlord shall have an Indoor Air Quality survey
(air quality audit) performed each year by a qualified environmental engineer.
The air quality audit shall test for, at a minimum, asbestos, molds, fungi,
radon, carbon monoxide, carbon dioxide, HCOH, ozone, formaldehyde, and water
tower contaminants, and such other tests as are recommended for office buildings
by the applicable guidelines of the American Society of Heating and Air-
Conditioning Engineers and the United States Environmental Protection Agency.
Copies of the results of such air quality audits shall be maintained for a
minimum of five years (or, if sooner, until the end of the Term). In the event
Tenant shall cause or permit any activity which shall adversely affect the air
quality in the Demised Premises, in the common area of the Building or in any
premises within the Building, Tenant shall be responsible for all costs of
remedying same.

8.   LEGAL REQUIREMENTS.   Landlord represents and warrants that as of the date
of Substantial Completion, the "building standard" work, the common areas and
exterior entrances to the Building and to the Demised Premises shall be in
compliance in all material respects with all applicable Legal Requirements,
including without limitation the Americans with Disabilities Act.  Tenant
represents and warrants that the design and furnishing of the Demised Premises
shall be in compliance in all material respects with all applicable Legal
Requirements, including without limitation the Americans with Disabilities Act.
"Legal Requirements" shall mean (i) all federal, state, county, municipal and
other governmental statutes, laws, rules, orders, regulations, ordinances or
recommendations affecting the Demised Premises or the Building or any part
thereof, or the use thereof, including without limitation those which require
repairs to or any structural changes in the Demised Premises or the Building
whether or not any such statutes, laws, rules, orders, regulations, ordinances
or recommendations 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
Demised Premises or the Building, and (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 Demised Premises or the Building.

9.   LIENS.   Tenant shall not do or permit to be done anything which creates a
lien upon the Demised Premises or the Project.  Tenant shall indemnify Landlord
against liability for any and all mechanics' and other liens filed in violation
of the foregoing.  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 Demised Premises or Project.  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 discharge the same either by paying the amount claimed to
be due or by deposit or bonding 

6

proceedings. Any amount so paid by Landlord, and all costs and expenses incurred
by Landlord in connection therewith, shall be payable by Tenant upon demand.

7

EXHIBIT "F-1"
-------------

REFUSAL SPACE

EXHIBIT "G"
-----------

RULES AND REGULATIONS

1.  No sign, picture, advertisement or notice visible from the exterior of the
Demised Premises shall be installed, affixed, inscribed, painted or
otherwise displayed by Tenant on any part of the Demised Premises or the
Building unless the same is first approved by Landlord.  Any such sign,
picture, advertisement or notice approved by Landlord shall be painted or
installed for Tenant at Tenant's cost by Landlord or by a party approved by
Landlord.  No awnings, curtains, blinds, shades or screens shall be attached
to or hung in, or used in connection with any window or door of the Demised
Premises without the prior consent of the Landlord, including approval by
the Landlord of the quality, type, design, color and manner of attachment.

2.  Tenant agrees that its use of electrical current shall never exceed the
capacity of existing feeders, risers or wiring installation.

3.  The Demised Premises shall not be used for storage of merchandise held for
sale to the general public.  Tenant shall not do or permit to be done in or
about the Demised Premises or Building anything which shall increase the
rate of insurance on said Building or obstruct or interfere with the rights
of other lessees of Landlord or annoy them in any way, including, but not
limited to, using any musical instrument, making loud or unseemly noises, or
singing, etc.  The Demised Premises shall not be used for sleeping or
lodging.  No cooking or related activities shall be done or permitted by
Tenant in the Demised Premises except with permission of Landlord.  Tenant
will be permitted to use for its own employees within the Demised Premises a
small Underwriter's Laboratory approved microwave oven and Underwriters'
Laboratory approved equipment for brewing coffee, tea, hot chocolate and
similar beverages, provided that such use is in accordance with all
applicable federal, state, county and city laws, codes, ordinances, rules
and regulations, and provided that such use shall not result in the emission
of odors from the Demised Premises into the common area of the Building.
Except for vending machines installed in the Demised Premises solely for the
use of Tenant's employees, no vending machines of any kind will be
installed, permitted or used on any part of the Demised Premises without the
prior consent of Landlord.  No part of said Building or Demised Premises
shall be used for gambling, immoral or other unlawful purposes.  No
intoxicating beverage shall be sold in said Building or Demised Premises
without prior written consent of the Landlord.  No area outside of the
Demised Premises shall be used for storage purposes at any time.  Smoking
shall be permitted only in identified areas outside the Building.

4.  No birds or animals of any kind shall be brought into the Building (other
than trained seeing-eye dogs required to be used by the visually impaired).
No bicycles, motorcycles or other motorized vehicles shall be brought into
the Building.

5.  The sidewalks, entrances, passages, corridors, halls, elevators, and
stairways in the Building shall not be obstructed by Tenant or used for any
purposes other than those for which same were intended as ingress and
egress.  No windows, floors or skylights that reflect or admit light into
the Building shall be covered or obstructed by Tenant.  Toilets, wash basins
and sinks shall not be used for any purpose other than those for which they
were constructed, and no sweeping, rubbish, or other obstructing or improper
substances shall be thrown therein.  Any damage resulting to them, or to
heating apparatus, from misuse by Tenant or its employees, shall be borne by
Tenant.

6.  Five (5) keys for the front door and five (5) keys for the rear door will be
furnished Tenant without charge.  Landlord may make a reasonable charge for
any additional keys.  No additional lock, latch or bolt of any kind shall be
placed upon any door nor shall any changes be made in existing locks without
written consent of Landlord and Tenant shall in each such case furnish
Landlord with a key for any such lock; provided, however, that Landlord
agrees that Tenant may place an additional lock on Tenant's computer room
door and need not furnish Landlord with a key to such lock but shall permit
Landlord access to the computer room for the performance of Landlord's
obligations under this Lease, including but not limited to repairs (further
provided, however, that in the event Landlord in good faith believes an
emergency exists which requires entry into the computer room, Landlord may
take such action as Landlord in good faith believes necessary under the
circumstances (including but not limited to breaking down the computer room
door), without being liable to Tenant for the damage caused thereby).  At
the termination of the Lease, Tenant shall return to Landlord all keys
furnished to Tenant by Landlord, or otherwise procured by Tenant, and in the
event of loss of any keys so furnished, Tenant shall pay to Landlord the
cost thereof.

7.  Landlord shall have the right to prescribe the weight, position and manner
of installation of heavy articles such as safes, machines and other
equipment brought into the Building.  No safes, furniture, boxes, large
parcels or other kind of freight shall be taken to or from the Demised
Premises or allowed in any elevator, hall or corridor except at times
allowed by Landlord.  In no event shall any weight be placed upon any floor
by Tenant so as to exceed the design conditions of the floors at the
applicable locations.

8.  Tenant shall not cause or permit any gases, liquids or odors to be produced
upon or permeate from the Demised Premises, and, except in the case of
normal and customary medical supplies, no flammable, combustible or
explosive fluid, chemical or substance shall be brought into the Building.

9.  Landlord may implement a card access security system to control access
during times other than the Building Operating Hours.  Landlord shall not be
liable for excluding any person from the Building during such other times,
or for admission of any person to the Building at any time, or for damages
or loss for theft resulting therefrom to any person, including Tenant.

2

10. Unless agreed to in writing by Landlord, Tenant shall not employ any person
other than Landlord's contractors for the purpose of cleaning and taking
care of the Demised Premises.  Cleaning service will not be furnished on
nights when rooms are occupied after 10:00 p.m., unless, by agreement in
writing, service is extended to a later hour for specifically designated
rooms.  Landlord shall not be responsible for any loss, theft, mysterious
disappearance of or damage to, any property, however occurring.

11. No connection shall be made to the electric wires or gas or electric
fixtures, without the consent in writing on each occasion of Landlord.  All
glass, locks and trimmings in or upon the doors and windows of the Demised
Premises shall be kept whole and in good repair.  Tenant shall not injure,
overload or deface the Building, the woodwork or the walls of the Demised
Premises, nor permit upon the Demised Premises any noisome, noxious, noisy
or offensive business.

12. If Tenant requires wiring for a bell or buzzer system, such wiring shall be
done by the electrician of the Landlord only, and no outside wiring men
shall be allowed to do work of this kind unless by the written permission of
Landlord or its representatives.  Any wiring for telephone service must be
approved by Landlord, and no boring or cutting for wiring shall be done
unless approved by Landlord or its representatives, as stated.

13. Tenant and its employees and invitees shall observe and obey all parking and
traffic regulations as imposed by Landlord.  All vehicles shall be parked
only in areas designated for vehicle parking by Landlord.

14. Canvassing, peddling, soliciting and distribution of handbills or any other
written materials in the Building are prohibited, and Tenant shall cooperate
to prevent the same.

15. Landlord shall have the right to change the name of the Building and to
change the street address of the Building, provided that in the case of a
change in the street address, Landlord shall give Tenant not less than 180
days' prior notice of the change, unless the change is required by
governmental authority.  In the event of any such change requested by
Landlord, Tenant shall deliver to Landlord a statement in reasonable detail,
including invoices, showing the reasonable costs and expenses incurred by
Tenant in connection with changing Tenant's address on Tenant's letterhead
and business cards on account of such change requested by Landlord, and
Landlord shall reimburse Tenant such reasonable costs and expenses;
provided, however, that no reimbursement shall be due from or owed by
Landlord in the event such change is required by governmental authority.

16. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular lessee, but no such waiver by Landlord shall be
construed as a waiver of such Rules and Regulations in favor of any other
lessee, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the other lessees of the Building.

3

17. These Rules and Regulations are supplemental to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of any premises in the Building.

18. Landlord reserves the right upon fifteen (15) days' prior written notice to
Tenant to make such other and reasonable Rules and Regulations as in its
judgment may from time to time be needed for the safety, care and
cleanliness of the Building and the Land, and for the preservation of good
order therein.

4

EXHIBIT 10.36

LEASE AGREEMENT

BETWEEN WELLS DEVELOPMENT CORPORATION

AND

ASSOCIATES HOUSING FINANCE, LLC

LEASE AGREEMENT

by and between

WELLS DEVELOPMENT CORPORATION,
a Georgia corporation
("Landlord")

and

ASSOCIATES HOUSING FINANCE, LLC,
a Delaware limited liability company
("Tenant")

dated

September 10, 1998

for

Suite Number 100

containing

50,000 square feet of Rentable Floor Area

TABLE OF CONTENTS

Page

1. Certain Definitions................................................     1
-------------------
2. Lease of Premises..................................................     2
-----------------
3. Term...............................................................     3
----
4. Possession.........................................................     3
----------
5. Rental Payments....................................................     4
---------------
6. Base Rental........................................................     5
-----------
7. Additional Rental..................................................     5
-----------------
8. Operating Expenses.................................................     7
------------------
9. Tenant Taxes; Rent Taxes...........................................    10
------------------------
10. Payments..........................................................    10
--------
11. Late Charges......................................................    10
------------
12. Use Rules.........................................................    10
---------
13. Alterations.......................................................    11
-----------
14. Repairs...........................................................    11
-------
15. Landlord's Right of Entry.........................................    12
-------------------------
16. Insurance.........................................................    12
---------
17. Waiver of Subrogation.............................................    14
---------------------
18. Default...........................................................    14
-------
19. Waiver of Breach..................................................    17
----------------
20. Assignment and Subletting.........................................    17
-------------------------
21. Destruction.......................................................    19
-----------
22. Landlord's Lien...................................................    20
---------------
23. Services by Landlord..............................................    20
--------------------
24. Attorneys' Fees...................................................    20
---------------
25. Time..............................................................    20
----
26. Subordination and Attornment......................................    20
----------------------------
27. Estoppel Certificates.............................................    21
---------------------
28. Cumulative Rights.................................................    22
-----------------
29. Holding Over......................................................    22
------------
30. Surrender of Premises.............................................    22
---------------------
31. Notices...........................................................    23
-------
32. Damage or Theft of Personal Property..............................    23
------------------------------------
33. Eminent Domain....................................................    23
--------------
34. Parties...........................................................    24
-------
35. Liability of Tenant...............................................    25
-------------------
36. Force Majeure.....................................................    25
-------------
37. Landlord's

Liability..............................................    25
--------------------
38. Landlord's Covenant of Quiet Enjoyment............................    25
--------------------------------------
39. First Month's Rent................................................    26
------------------
40. Hazardous Substances..............................................    26
--------------------
41. Submission of Lease...............................................    27 
-------------------

i

42. Severability.......................................................      27
------------
43. Entire Agreement...................................................      27
----------------
44. Headings...........................................................      28
--------
45. Broker.............................................................      28
------
46. Governing Law......................................................      28
-------------
47. Special Stipulations...............................................      28
--------------------
48. Authority..........................................................      28
---------
49. Financial Statements...............................................      29
--------------------

Exhibit "A"    -     Special Stipulations
Exhibit "A-1"  -     Floor Plan Showing Refusal Space
Exhibit "B"    -     Floor Plan
Exhibit "C"    -     Supplemental Notice
Exhibit "D"    -     Construction Obligations
Exhibit "D-1"  -     Preliminary Plans - Base Building
Exhibit "D-2"  -     Base Building vs. Tenant Improvement Matrix
Exhibit "D-3"  -     Coordination of Layout Work by Landlord
Exhibit "E"    -     Building Standard Services
Exhibit "E-1"  -     Cleaning and Janitor Services
Exhibit "F"    -     Legal Description
Exhibit "G"    -     Rules and Regulations
Exhibit "H"    -     Guaranty

ii

LEASE AGREEMENT
---------------

THIS LEASE AGREEMENT ("Lease"), is made and entered into this 10 day of
September, 1998, by and between Landlord and Tenant.

W I T N E S S E T H:
- - - - - - - - - - 

1.   Certain Definitions.  For purposes of this Lease, the following terms
-------------------                                                  
shall have the meanings hereinafter ascribed thereto:

(a)  Landlord: Wells Development Corporation, a Georgia corporation

(b)  Landlord's Address:

Delivery:
c/o Wells Management Company, Inc.
3885 Holcomb Bridge Road
Norcross, Georgia  30092-2295

Mail:
c/o Wells Management Company, Inc.
P.O. Box 926040
Norcross, Georgia  30010-6040

(c)  Tenant:   Associates Housing Finance, LLC, a Delaware limited
liability company

(d)  Tenant's Address:

Delivery:
Associates Housing Finance, LLC
250 East Carpenter Freeway
Irving, Texas 75062
Attn: Corporate Properties

Mail:
Associates Housing Finance, LLC
c/o Associates Corporation of North America
P.O. Box 660237
Dallas, Texas 75266-0237
Attn: Corporate Properties

(e)  Building Address:

CenterPoint Business Park
______ CenterPoint Boulevard
Knoxville, Tennessee 37932

(f)  Suite Number:   100

(g)  Rentable Floor Area of Demised Premises:

50,000 square feet, subject to the provisions of Article 2 hereof

(h)  Rentable Floor Area of Building:

71,400 square feet

(i)  Lease Term: Eighty-four (84) months. The Lease Term is subject to
extension as provided in Special Stipulations paragraph 1.

(j)  Base Rental Rate: Twelve and No/100 Dollars ($12.00) per square
foot of Rentable Floor Area of the Demised Premises for the first twenty-
eight (28) months of the Lease Term, Twelve and 50/100 Dollars ($12.50) per
square foot of Rentable Floor Area of the Demised Premises for the second
twenty-eight (28) months of the Lease Term, and Thirteen and No/100 Dollars
($13.00) per square foot of Rentable Floor Area of the Demised Premises for
the third twenty-eight (28) months of the Lease Term.

(k)  Rental Commencement Date: The earlier of (x) the date which is
thirty (30) days after Substantial Completion (as defined in Paragraph 1(i)
of Exhibit "D" attached hereto) or (y) the date upon which Tenant takes
-----------                                                         
possession and occupies any portion of the Demised Premises for business
purposes. Occupancy of the Demised Premises for the purpose of installing
voice/data communications, furniture and fixtures shall not be deemed
occupancy for business purposes.

(l)  Construction Allowance for initial Demised Premises:
$1,500,000.00 (calculated at the rate of $30.00 per square foot of Rentable
Floor Area of the initial Demised Premises).

(m)  First Month's Rent:  $50,000.00 (Article 39)

(n)  Broker(s):   Eakin & Smith, Inc. Real Estate

2.   Lease of Premises.  Landlord, in consideration of the covenants and
-----------------                                                  
agreements to be performed by Tenant, and upon the terms and conditions
hereinafter stated, does hereby rent and lease unto Tenant, and Tenant does
hereby rent and lease from Landlord, certain premises (the "Demised Premises")
in the single story building (hereinafter referred to as 

2

"Building") located or to be located on that certain tract of land (the "Land")
more particularly described on Exhibit "F" attached hereto and by this reference
----------- 
made a part hereof, which Demised Premises comprise approximately 50,000 square
feet of Rentable Floor Area of the Building and are outlined on the floor plan
attached hereto as Exhibit "B" and by this reference made a part hereof, with no
-----------    
easement for light, view or air included in the Demised Premises or being
granted hereunder. The "Project" is comprised of the Building, the Land, the
Building's parking facilities, any walkways, covered walkways or other means of
access to the Building and the Building's parking facilities, all common areas,
including any lobbies or plazas, and any other improvements or landscaping on
the Land. For purposes of this Lease, the usable area of the Demised Premises
shall be determined in accordance with the American National Standard Method of
Measuring Floor Area in Office Buildings, ANSI Z65.1-1996 published by the
Building Owners and Managers Association International. The Rentable Floor Area
of the Demised Premises for purposes of this Lease shall be the product of the
usable area of the Demised Premises multiplied by 1.05. Likewise, the Rentable
Floor Area of the Building shall be the product of the usable area of the
Building multiplied by 1.05. Landlord and Tenant will cause their architects to
make physical measurements of the Demised Premises and the Building, and the
Rentable Floor Area of the Demised Premises and the Rentable Floor Area of the
Building will be adjusted based upon such physical measurements.

3.   Term.  The term of this Lease ("Lease Term") shall commence on the
----                                                              
date first hereinabove set forth, and, unless sooner terminated as provided in
this Lease, shall end on the expiration of the period designated in Article 1(i)
above, which period shall commence on the Rental Commencement Date, unless the
Rental Commencement Date shall be other than the first day of a calendar month,
in which event such period shall commence on the first day of the calendar month
following the month in which the Rental Commencement Date occurs.  Promptly
after the Rental Commencement Date Landlord shall send to Tenant a Supplemental
Notice in the form of Exhibit "C" attached hereto and by this reference made a
-----------                                             
part hereof, specifying the Rental Commencement Date, the date of expiration of
the Lease Term in accordance with Article 1(i) above and certain other matters
as therein set forth.  If for any reason whatsoever (other than delays caused by
Tenant), Substantial Completion does not occur on or before January 1, 2000,
Tenant's sole right and remedy shall be to terminate this Lease upon ten (10)
days written notice to Landlord, without incurring any liability to Landlord;
provided, however, that this Lease shall not terminate if Substantial Completion
occurs during such ten (l0) day period.

4.   Possession.  The obligations of Landlord and Tenant with respect to
----------                                                         
the Building and the initial leasehold improvements to the Demised Premises are
set forth in Exhibit "D" attached hereto and by this reference made a part
-----------                                                  
hereof.  Taking of possession by Tenant shall be deemed conclusively to
establish that Landlord's construction obligations with respect to the Demised
Premises have been completed in accordance with the plans and specifications
approved by Landlord and Tenant and that the Demised Premises, to the extent of
Landlord's construction obligations with respect thereto, are in good and
satisfactory condition.  Within thirty (30) days after the date of Substantial
Completion, Tenant shall have the right to prepare and provide to Landlord a
list of incomplete or defective Punch List Items, all of which shall be promptly
repaired and/or completed by Landlord at its sole cost and expense in a
commercially reasonable time, and, for a period of one (1) year following the
date 

3

of Substantial Completion, Tenant shall have the right to notify Landlord of its
discovery of latent defects in the Base Building Work and Layout Work all of
which shall be promptly repaired and/or completed by Landlord in a commercially
reasonable time at its sole cost and expense. Except for such punch list items
so specified by Tenant within said thirty (30) day period, and except for such
latent defects specified by Tenant within such one (1) year period, the taking
of possession by Tenant shall be deemed conclusively to establish that
Landlord's construction obligations with respect to the Demised Premises have
been completed in accordance with the plans and specifications approved by
Landlord and Tenant and that the Demised Premises, to the extent of Landlord's
construction obligations with respect thereto, are in good and satisfactory
condition.

5.   Rental Payments.
--------------- 

(a)  Commencing on the Rental Commencement Date, and continuing
thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent
due and payable under this Lease. As used in this Lease, the term "Rent"
shall mean the Base Rental, Tenant's Forecast Additional Rental, Tenant's
Additional Rental, and any other amounts that Tenant assumes or agrees to
pay under the provisions of this Lease that are owed to Landlord, including
without limitation any and all other sums that may become due by reason of
any default of Tenant or failure on Tenant's part to comply with the
agreements, terms, covenants and conditions of this Lease to be performed
by Tenant. Base Rental together with Tenant's Forecast Additional Rental
shall be due and payable in twelve (12) equal installments on the first day
of each calendar month, commencing on the Rental Commencement Date and
continuing thereafter throughout the Lease Term and any extensions or
renewals thereof, and Tenant hereby agrees to pay such Rent to Landlord at
Landlord's address as provided herein (or such other address as may be
designated by Landlord from time to time) monthly in advance. Tenant shall
pay all Rent and other sums of money as shall become due from and payable
by Tenant to Landlord under this Lease at the times and in the manner
provided in this Lease, without demand, set-off or counterclaim except as
expressly set forth in this Lease.

(b)  If the Rental Commencement Date is other than the first day of a
calendar month or if this Lease terminates on other than the last day of a
calendar month, then the installments of Base Rental and Tenant's Forecast
Additional Rental for such month or months shall be prorated on a daily
basis and the installment or installments so prorated shall be paid in
advance. Also, if the Rental Commencement Date occurs on other than the
first day of a calendar year, or if this Lease expires or is terminated on
other than the last day of a calendar year, Tenant's Additional Rental
shall be prorated for such commencement or termination year, as the case
may be, by multiplying such Tenant's Additional Rental by a fraction, the
numerator of which shall be the number of days of the Lease Term (from and
after the Rental Commencement Date) during the commencement or expiration
or termination year, as the case may be, and the denominator of which shall
be 365, and the calculation described in Article 7 hereof shall be made as
soon as possible after the expiration or termination of this 

4

Lease, Landlord and Tenant hereby agreeing that the provisions relating to
said calculation shall survive the expiration or termination of this Lease.

6.   Base Rental.  From and after the Rental Commencement Date Tenant shall
-----------                                                           
pay to Landlord a base annual rental (herein called "Base Rental") for each
Lease Year equal to the Base Rental Rate set forth for such Lease Year in
Article 1(j) above multiplied by the Rentable Floor Area of Demised Premises set
forth in Article 1(g) above.  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 Lease 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.

7.   Additional Rental.
----------------- 

(a)  For purposes of this Lease, "Tenant's Forecast Additional Rental"
shall mean Landlord's reasonable estimate of Tenant's Additional Rental for
the coming calendar year or portion thereof. Landlord's current estimate of
Tenant's Forecast Additional Rental for the first calendar year or partial
calendar year of this Lease is $4.50 per Rentable Square Foot per annum. If
at any time it appears to Landlord that Tenant's Additional Rental for the
current calendar year will vary from Landlord's estimate by more than five
percent (5%), Landlord shall have the right to revise, by notice to Tenant,
its estimate for such year, and subsequent payments by Tenant for such year
shall be based upon such revised estimate of Tenant's Additional Rental.
Failure to make a revision contemplated by the immediately preceding
sentence shall not prejudice Landlord's right to collect the full amount of
Tenant's Additional Rental. Prior to the Rental Commencement Date and
thereafter prior to the beginning of each calendar year during the Lease
Term, including any extensions thereof, Landlord shall present to Tenant a
statement of Tenant's Forecast Additional Rental for such calendar year;
provided, however, that if such statement is not given prior to the
beginning of any calendar year as aforesaid, Tenant shall continue to pay
during the next ensuing calendar year on the basis of the amount of
Tenant's Forecast Additional Rental payable during the calendar year just
ended until the month after such statement is delivered to Tenant.

(b)  For purposes of this Lease, "Tenant's Additional Rental" shall
mean for each calendar year (or portion thereof) Tenant's Share of the
Operating Expenses (as defined below) for such calendar year (or portion
thereof). The "Tenant's Share" shall mean seventy and 03/100 percent
(70.03%), determined by dividing 50,000 square feet of Rentable Floor Area
of the Demised Premises by 71,400 square feet of Rentable Floor Area of the
Building. The Tenant's Share shall be adjusted to reflect any change in the
Rentable Floor Area of the Demised Premises or Rentable Floor Area of the
Building. In the event the Building is not fully occupied during any
calendar year, the Operating Expenses which are variable in nature shall be
adjusted for the purposes of determining Tenant's Additional Rental to an
amount that would have been incurred by Landlord for such calendar year if
the Building had been fully occupied during such 

5

calendar year. Landlord agrees that only Operating Expenses which would
normally vary depending on the amount of space actually occupied in the
Building, such as costs of utilities, supplies and janitorial services,
shall be adjusted in this manner and that fixed expenses which are
unrelated to occupancy levels (such as but not limited to taxes, insurance,
landscaping, parking lot lighting and repairs, elevator service and repair,
window washing and roof repair) shall not be so adjusted. Notwithstanding
anything contained herein to the contrary, in no event shall Tenant's Share
of Operating Expenses for the second or any succeeding calendar year during
the Lease Term exceed what Tenant's Share of Operating Expenses would have
been, had Operating Expenses for the first calendar year during the Lease
Term (as adjusted as provided above) increased for each calendar year
thereafter by five percent (5%) on a compounded annual basis; provided,
however, and notwithstanding the above limitation, for purposes of
determining whether or not the aforesaid limit on increases in Tenant's
Share of Operating Expenses from year to year is exceeded, the components
of Operating Expenses relating to taxes and assessments attributable to the
Project or its operation, utilities costs of the Project and insurance
premiums relating to or payable in connection with the Project shall not be
considered or taken into account in such determination, and there shall be
no limit on the components of Operating Expenses relating to such taxes and
assessments, utilities and insurance premiums for the Project that can be
passed through by Landlord to Tenant as Operating Expenses under this
Lease, except as otherwise expressly provided for in Article 8 of this
Lease.

(c)  Within ninety (90) days after the end of the calendar year in
which the Rental Commencement Date occurs and of each calendar year
thereafter during the Lease Term, or as soon thereafter as practicable,
Landlord shall provide Tenant a written statement showing the Operating
Expenses for said calendar year and a statement prepared by Landlord
showing, if necessary, any adjustment to the Operating Expenses to reflect
full occupancy of the Building during such calendar year, and comparing
Tenant's Forecast Additional Rental with Tenant's Additional Rental. In the
event Tenant's Forecast Additional Rental exceeds Tenant's Additional
Rental for said calendar year, Landlord shall credit such amount against
Rent next due hereunder or, if the Lease Term has expired or is about to
expire, refund such excess to Tenant within thirty (30) days after Tenant's
receipt of the statement if Tenant is not in default under this Lease (in
the instance of a default such excess shall be held as additional security
for Tenant's performance, may be applied by Landlord to cure any such
default, and shall not be refunded until any such default is cured). In the
event that the Tenant's Additional Rental exceeds Tenant's Forecast
Additional Rental for said calendar year, Tenant shall pay Landlord, within
thirty (30) days of receipt of the statement, an amount equal to such
difference as shown by such statement. The provisions of this Lease
concerning the payment of Tenant's Additional Rental shall survive the
expiration or earlier termination of this Lease.

(d)  For so long as Tenant is not in default under this Lease,
Landlord's books and records pertaining to the calculation of Operating
Expenses for any calendar year within the Lease Term may be audited by
Tenant or its representatives at Tenant's expense, at any time within
twelve (12) months after Tenant's receipt of Landlord's 

6

statement; provided that Tenant shall give Landlord not less than thirty
(30) days' prior written notice of any such audit; further provided,
however, that the accountant performing such audit shall not be paid any
fee contingent in whole or in part upon the results of such audit or which
is calculated or otherwise based in whole or in part upon the results of
such audit. Prior to the commencement of such audit, Tenant shall cause its
authorized representative to agree in writing for the benefit of Landlord
that such representative will keep the results of the audit confidential
and that such representative will not disclose or divulge the results of
such audit except to Tenant and Landlord and except in connection with any
dispute between Landlord and Tenant relating to Operating Expenses. Such
audit shall be conducted during reasonable business hours at Landlord's
office where Landlord's books and records are maintained. Tenant shall
cause a written audit report, certified in favor of Landlord and Tenant, to
be prepared by its authorized representative following any such audit and
shall provide Landlord with a copy of such report promptly after receipt
thereof by Tenant. If Landlord's calculation of Tenant's Additional Rental
for the audited calendar year was incorrect, then Tenant shall be entitled
to a prompt refund of any overpayment or Tenant shall promptly pay to
Landlord the amount of any underpayment, as the case may be. In the event
such audit discloses an overpayment by Tenant of more than four percent
(4%), then Landlord shall pay the cost of such audit.

8.   Operating Expenses.
------------------ 

(a)  For the purposes of this Lease, "Operating Expenses" shall mean
all expenses, costs and disbursements (but not specific costs billed to
specific tenants of the Building) of every kind and nature (subject to the
limitations set forth below), computed on the accrual basis, directly
relating to or incurred or paid in connection with the ownership,
management, operation, repair and maintenance of the Project, including but
not limited to, the following:

(1)  wages, salaries and other costs of all on-site and off-site
employees at or below the level of building manager engaged in the
operation, management, maintenance or access control of the Project,
including taxes, insurance and benefits relating to such employees,
allocated based upon the time such employees are engaged directly in
providing such services;

(2)  the cost of all supplies, tools, equipment and materials
used in the operation, management, maintenance and access control of the
Project;

(3)  the cost of all utilities for the Project, including but not
limited to the cost of electricity, gas, water, sewer services and power
for heating, lighting, air conditioning and ventilating;

(4)  the cost of all maintenance and service agreements for the
Project and the equipment therein, including but not limited to security
service, window cleaning, elevator maintenance, HVAC maintenance,
janitorial service, waste recycling service, landscaping maintenance and
customary landscaping replacement;

7

(5)  the cost of repairs and general maintenance of the Project;

(6)  amortization of the cost of acquisition and/or installation
of capital investment 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 Project;

(7)  the cost of casualty, rental loss, liability and other
insurance applicable to the Project and Landlord's personal property used
in connection therewith;

(8)  the cost of trash and garbage removal, vermin extermination,
and snow, ice and debris removal;

(9)  the cost of legal and accounting services incurred by
Landlord in connection with the management, maintenance, operation and
repair of the Project for the general benefit of tenants of the Project,
excluding the owner's or Landlord's general accounting and fund accounting,
such as partnership statements and tax returns, and excluding services
described in Article 8(b)(14) below;

(10) all taxes, assessments and governmental charges, whether or
not directly paid by Landlord, whether federal, state, county or municipal
and whether they be by taxing districts or authorities presently taxing the
Project or by others subsequently created or otherwise, and any other taxes
and assessments attributable to the Project or its operation (and the
reasonable costs of contesting any of the same), including business license
taxes and fees, excluding, however, taxes and assessments imposed on the
personal property of the tenants of the Project, federal and state taxes on
income, death taxes, franchise taxes, and any taxes (other than business
license taxes and fees) imposed or measured on or by the income of Landlord
from the operation of the Project; and it is agreed that Tenant will be
responsible for ad valorem taxes on its personal property; and

(11) a management fee in the amount of three and one half percent
(3.5%) of the gross rental income from the Project.

(b)  For purposes of this Lease, and notwithstanding anything in any
other provision of this Lease to the contrary, "Operating Expenses" shall
not include the following:

(1)  the cost of any special build-out work or service performed
for any tenant (including Tenant) at such tenant's cost;

(2)  the cost of installing, operating and maintaining any
specialty service, such as a restaurant, cafeteria, retail store, sundry
shop, newsstand, or 

8

concession, but only to the extent such costs exceed those which would
normally be expected to be incurred had such space been general office
space;

(3)  the cost of correcting defects in construction (including,
without limitation, latent defects);

(4)  compensation paid to officers and executives of Landlord;

(5)  the cost of any items for which Landlord is reimbursed by
insurance, condemnation or otherwise, except for costs reimbursed pursuant
to provisions similar to Articles 7 and 8 hereof;

(6)  the cost of any additions, changes, replacements and other
items which are made in order to prepare for a tenant's occupancy;

(7)  the cost of repairs incurred by reason of fire or other
casualty;

(8)  insurance premiums to the extent Landlord may be directly
reimbursed therefor, except for premiums reimbursed pursuant to provisions
similar to Articles 7 and 8 hereof;

(9)  interest on debt or amortization payments on any mortgage or
deed of trust and rental under any ground lease or other underlying lease;

(10) any real estate brokerage commissions;

(11) any advertising expenses incurred in connection with the
marketing of any rentable space;

(12) rental payments for base building equipment such as HVAC
equipment and elevators;

(13) any expenses for repairs or maintenance which are covered by
warranties and service contracts, to the extent such maintenance and
repairs are made at no cost to Landlord;

(14) legal expenses arising out of the construction of the
improvements on the Land or the enforcement of the provisions of any lease
affecting the Land or Building, including without limitation this Lease;

(15) Federal income taxes imposed on or measured by the income of
Landlord from the operation of the Building; and

(16) costs of alterations or additions made for the purpose of
complying with any laws, rules or ordinances in effect prior to the date of
this Lease.

9

9.   Tenant Taxes; Rent Taxes.  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 or
the Building.  In the event that such taxes are imposed or assessed against
Landlord or the Building, Landlord shall furnish Tenant with all applicable tax
bills, public charges and other assessments or impositions and Tenant shall pay
the same either directly to the taxing authority or, at Landlord's option, to
Landlord (in the event such taxes are paid by Tenant to Landlord, Landlord shall
furnish Tenant with a copy of the paid bill or other evidence of the payment of
such taxes by 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.

10.  Payments.  All payments of Rent and other payments to be made to
--------                                                        
Landlord shall be made on a timely basis and shall be payable to Landlord or as
Landlord may otherwise designate in writing.  All such payments shall be mailed
or delivered to Landlord's Address designated in Article 1(b) above or at such
other place as Landlord may designate from time to time in writing.  If mailed,
all payments shall be mailed in sufficient time and with adequate postage
thereon to be received in Landlord's account by no later than the due date for
such payment.

11.  Late Charges.  Any Rent or other amounts payable to Landlord under
------------                                                      
this Lease, if not paid by the tenth day after receipt of written notice that
such payment is due, or by the due date specified on any invoices from Landlord
for any other amounts payable hereunder, shall incur a late charge of Fifty
Dollars ($50.00) for Landlord's administrative expense in processing such
delinquent payment and in addition thereto shall bear interest at the rate of
eighteen percent (18%) per annum from and after the due date for such payment.
In no event shall the rate of interest payable on any late payment exceed the
legal limits for such interest enforceable under applicable law.

12.  Use Rules.  The Demised Premises shall be used for executive, general
---------                                                            
administrative, office space and other similar purposes and no other purposes
and in accordance with all applicable laws, ordinances, rules and regulations of
governmental authorities, all nationally recognized industry standards
applicable to such uses and the Rules and Regulations attached hereto as Exhibit
-------
"G" and made a part hereof.  The occupancy rate of the Demised Premises shall in
- ---                                                                             
no event be more than such density as shall be permitted under the zoning,
building, health and other laws, rules, ordinances and statutes applicable to
the Demised Premises.  Tenant covenants and agrees to abide by the Rules and
Regulations in all respects as now set forth and attached hereto or as hereafter
promulgated by Landlord.  Landlord shall have the right at all times during the
Lease Term to publish and promulgate and thereafter enforce such uniformly
applicable 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 Demised Premises and the Project.  To the
extent of any inconsistency between the Rules and Regulations and this Lease,
this Lease shall control.

10

13.  Alterations.  Except for any initial improvement of the Demised
-----------                                                    
Premises pursuant to Exhibit "D", which shall be governed by the provisions of
-----------                                              
said Exhibit "D", Tenant shall not make, suffer or permit to be made any
-----------                                                        
alterations, additions or improvements to or of the Demised Premises or any part
thereof (individually an "Alteration" and any two or more collectively
"Alterations"; Alterations do not include furniture and unattached cubicles), or
attach any fixtures or equipment thereto, without first obtaining Landlord's
written consent, which consent shall not be unreasonably withheld; 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 Building and do not
materially reduce the value of the Demised Premises or the Building or the
Project; (iv) do not affect the proper functioning of the Building equipment;
(v) do not cost in excess of $10,000.00.  Whether or not Landlord's consent is
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.  All such
alterations, additions and improvements shall become Landlord's property at the
expiration or earlier termination of the Lease Term and shall remain on the
Demised Premises without compensation to Tenant.

14.  Repairs.
------- 

(a)  Landlord shall maintain in good order and repair, subject to
normal wear and tear and subject to casualty and condemnation, the Building
(excluding the Demised Premises and other portions of the Building leased
to other tenants), the Building parking facilities, the public areas, the
landscaped areas, the roof of the Building, the structural floor slab, the
structural portions of the interior and exterior structural walls, and the
base building mechanical, electrical and plumbing systems.. Notwithstanding
the foregoing obligation, to the extent not covered by insurance, the cost
of any repairs or maintenance to the foregoing necessitated by the willful
misconduct or negligence of Tenant or its agents, contractors, employees,
licensees, subtenants or assigns, shall be borne solely by Tenant and shall
be deemed Rent hereunder and shall be reimbursed by Tenant to Landlord upon
demand. Landlord shall not be required to make any repairs or improvements
to the Demised Premises except for any initial improvements to the Demised
Premises pursuant to the provisions of Exhibit "D" and except structural
-----------                      
repairs necessary for safety and tenantability.

(b)  Tenant covenants and agrees that it will take good care of the
Demised 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, using contractors and subcontractors selected by
Tenant and approved by Landlord. 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 shall not make repairs at the
expense of Landlord or in lieu thereof vacate the Demised Premises

11

notwithstanding any law, statute or ordinance now or hereafter in effect.
Landlord has no obligation and has made no promise to alter, remodel,
improve, repair, decorate or paint the Demised Premises or any part
thereof, except as specifically and expressly herein set forth.

15.  Landlord's Right of Entry.  Landlord shall retain duplicate keys to
-------------------------                                          
all doors of the Demised Premises and Landlord and its agents, employees and
independent contractors shall have the right to enter the Demised Premises at
reasonable hours to inspect and examine same, to make repairs, additions,
alterations, and improvements, to exhibit the Demised Premises to mortgagees,
prospective mortgagees, purchasers or tenants, and to inspect the Demised
Premises to ascertain that Tenant is complying with all of its covenants and
obligations hereunder; provided, however, that Landlord shall, except in case of
emergency, afford Tenant such prior notification of an entry into the Demised
Premises as shall be reasonably practicable under the circumstances.  Landlord
shall be allowed to take into and through the Demised 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
Demised Premises, the Rent provided herein shall not abate, and Tenant shall
have no 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 provided Landlord shall use all
reasonable efforts in connection with such work to minimize the disruption of
Tenant's business within the Demised Premises.  Notwithstanding the foregoing to
the contrary, if Landlord shall fail to use such reasonable efforts and Tenant's
business is disrupted within the Demised Premises on account thereof, and
Landlord fails to use such reasonable efforts within one business day after
actual receipt by Landlord of written notice to Landlord from Tenant specifying
such disruption in reasonable detail, then Base Rental shall abate equitably
with respect to the portion of the Demised Premises affected by such disruption
commencing on the second business day after such actual receipt by Landlord and
continuing thereafter until Landlord shall use all reasonable efforts in
connection with such work to minimize the disruption of Tenant's business within
the Demised Premises.

16.  Insurance.
--------- 

(a)  Tenant shall procure at its expense and maintain throughout the
Lease Term a standard form property insurance policy commonly known as all-
risk or "special form" insurance insuring 80% of the full replacement cost
of its furniture, equipment, supplies, and other property owned, leased,
held or possessed by it and contained in the Demised Premises, together
with the excess value of the improvements to the Demised Premises over the
Construction Allowance, and worker's compensation insurance as required by
applicable law. Tenant shall also procure at its expense and maintain
throughout the Lease Term a policy or policies of commercial general
liability insurance, insuring Tenant, Landlord, Landlord's managing agent
and Landlord's mortgagee, if any, as additional insureds, against any and
all liability for injury to or death of a person or persons and for damage
to property occasioned by or arising out of any construction work being
done by Tenant or Tenant's contractors on the Demised Premises, or arising
out of the condition, use or occupancy of the Demised 

12

Premises, or in any way occasioned by or arising out of the activities of
Tenant, its agents, contractors or employees in the Demised Premises, or
other portions of the Building or the Project, and of Tenant's guests and
licensees while they are in the Demised Premises, 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 Three Million Dollars
($3,000,000) for each occurrence. Such insurance shall, in addition, extend
to any liability of Tenant arising out of the indemnities provided for in
this Lease. All insurance policies (other than the all-risk or "special
form" insurance set forth above) procured and maintained by Tenant pursuant
to this Article 16 shall name Landlord and any additional parties
designated by Landlord as additional insured. All insurance policies
procured and maintained by Tenant pursuant to this Article 16 shall be
carried with companies licensed to do business in the State of Tennessee
having a rating from Best's Insurance Reports of not less than A-/VII, and
shall be non-cancellable and not subject to material change except after
twenty (20) days' written notice to Landlord. Duly executed certificates of
insurance with respect thereto shall be delivered to Landlord prior to the
date Tenant enters the Demised Premises for the installation of its
improvements, trade fixtures or furniture, and renewals of such policies
shall be delivered to Landlord at least thirty (30) days prior to the
expiration of each respective policy term. Proof of payment of the premium
therefor shall be delivered to Landlord from time to time upon written
request.

(b)  Landlord shall procure at its expense (but with the expense to be
included in Operating Expenses as provided in Article 8[a] hereof) and
shall thereafter maintain throughout the Lease Term a policy or policies of
all-risk or "special form" (including rent loss coverage) real and personal
property coverage insurance with respect to the Building including the
leasehold improvements to the Demised Premises, insuring against loss or
damage by fire and such other risks as are from time to time included in a
standard form of all-risk or "special form" policy of insurance available
in the State of Tennessee. Said Building and improvements to the Demised
Premises shall be insured for the benefit of Landlord in an amount not less
than the full replacement costs thereof as determined from time to time by
the insurance company (excluding any costs of replacing leasehold
improvements in the Demised Premises in excess of the Construction
Allowance, and such insurance may provide for a reasonable deductible).
Landlord shall also procure at its expense (but with the expense to be
included in Operating Expenses as provided in Article 8[a] hereof) and
shall thereafter maintain throughout the Lease Term 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 Project,
with 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
Three Million Dollars ($3,000,000.00) for each occurrence. Such insurance
required herein shall be issued by an insurance company approved by the
Insurance Commissioner of the State of Tennessee and licensed to do
business in the State of Tennessee. Any insurance required to be carried by
Landlord hereunder may be carried under blanket policies covering other
properties of Landlord and/or its partners and/or their respective related
or affiliated corporations so long as such blanket policies provide
insurance at all times for the Project as required by this Lease. Upon

13

reasonable request from Tenant, Landlord will provide a certificate of
insurance evidencing the maintenance of the insurance required herein.

17.  Waiver of Subrogation.  Landlord and Tenant shall each have included
---------------------                                               
in all policies of all-risk or "special form" insurance and business
interruption and loss of rents insurance respectively obtained by them covering
the Demised Premises, the Building and contents therein, a waiver by the insurer
of all right of subrogation against the other in connection with any loss or
damage thereby insured against.  Any additional premium for such waiver shall be
paid by the primary insured.  To the full extent permitted by law, Landlord and
Tenant each waives all right of recovery against the other for, and agrees to
release the other from liability for, loss or damage to the extent such loss or
damage is covered by valid and collectible property  insurance in effect at the
time of such loss or damage or would be covered by the property insurance
required to be maintained under this Lease by the party seeking recovery.

18.  Default.
------- 

(a)  The following events shall be deemed to be events of default by
Tenant under this Lease: (i) Tenant shall fail to pay any installment of
Rent or any other charge or assessment against Tenant pursuant to the terms
hereof within ten (10) business days after receipt by Tenant of written
notice of such failure of payment; (ii) Tenant shall fail to comply with
any term, provision, covenant or warranty made under this Lease by Tenant,
other than the payment of the Rent or any other charge or assessment
payable by Tenant, and shall not cure such failure within thirty (30) days
after receipt by Tenant of written notice thereof; (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 sixty (60) days after the commencement
thereof; (v) a receiver or trustee shall be appointed for the Demised
Premises or for all or substantially all of the assets of Tenant or of any
guarantor of this Lease and such receiver or trustee shall not have been
dismissed within sixty (60) days after the appointment thereof; (vi) Tenant
shall fail to take possession of the Demised Premises or any portion
thereof as provided in this Lease; (vii) Tenant shall do or permit to be
done anything which creates a lien upon the Demised Premises or the Project
and such lien is not removed or discharged within thirty (30) days after
Tenant receives written notice of the filing thereof (whether from Landlord
or from any other source whatsoever); or (viii) Tenant shall fail to return
a properly executed estoppel certificate to Landlord in accordance with the
provisions of Article 27 hereof within the time period provided for such
return 

14

following Landlord's request for same as provided in Article 27 and such
failure continues uncured for ten (10) days following receipt by Tenant of
written notice thereof.

(b)  Upon the occurrence of any of the aforesaid events of default,
Landlord shall have the option to pursue any one or more of the following
remedies without any notice or demand whatsoever: (i) terminate this Lease,
in which event Tenant shall immediately surrender the Demised Premises to
Landlord 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 Demised Premises and expel or remove
Tenant and any other person who may be occupying said Demised Premises or
any part thereof, without being liable for prosecution or any claim of
damages therefor; Tenant hereby agreeing to pay to Landlord on demand the
amount of all loss and damage which Landlord may suffer by reason of such
termination, whether through inability to relet the Demised Premises on
satisfactory terms or otherwise; (ii) terminate Tenant's right of
possession (but not this Lease) and enter upon and take possession of the
Demised Premises and expel or remove Tenant and any other person who may be
occupying said Demised Premises or any part thereof, by entry,
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 Demised Premises, and Landlord may
relet the Demised 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 Lease Term) and at such rental or rentals
and upon such other terms as Landlord may reasonably deem advisable, with
or without advertisement, and by private negotiations, and receive the rent
therefor, Tenant hereby agreeing to pay to Landlord the deficiency, if any,
between all Rent reserved hereunder and the total rental applicable to the
Lease Term hereof obtained by Landlord re-letting, and Tenant shall be
liable for Landlord's expenses in redecorating and restoring the Demised
Premises and all costs incident to such re-letting, including broker's
commissions and lease assumptions, and in no event shall Tenant be entitled
to any rentals received by Landlord in excess of the amounts due by Tenant
hereunder; or (iii) enter upon the Demised 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, except for damage to property or injury to
persons to the extent caused by the gross negligence or willful misconduct
of Landlord. If Landlord shall reenter the Demised Premises and take
possession from Tenant without terminating this Lease, provided that Tenant
has vacated the Demised Premises and is not contesting Landlord's right to
the possession of the Demised Premises, Landlord will use reasonable
efforts to relet the Demised Premises and thereby mitigate the damages
which Landlord shall incur. Tenant hereby agrees that Landlord's agreement
to use 

15

reasonable efforts to relet the Demised Premises in order to mitigate
Landlord's damages shall not be deemed to impose upon Landlord any
obligation to relet the Demised 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 upon Tenant under
this Lease, or (iii) to prefer the Demised Premises over any other space
available in the Building. If this Lease is terminated by Landlord as a
result of the occurrence of an event of default, Landlord may declare to be
due and payable immediately, the present value (calculated with a discount
factor of eight percent [8%] per annum) of the difference between (x) the
entire amount of Rent and other charges and assessments which in Landlord's
reasonable determination would become due and payable during the remainder
of the Lease Term determined as though this Lease had not been terminated
(including, but not limited to, increases in Rent pursuant to this Lease),
and (y) the then fair market rental value of the Demised Premises for the
remainder of the Lease Term. 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,
it being agreed 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).

(c)  Pursuit 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 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 Demised 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 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 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 Demised 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 Article 24 hereof.

(d)  The abandonment or vacation of the Demised Premises shall not be
an event of default by Tenant under this Lease, but in the event Tenant
shall abandon or vacate the Demised Premises, unless due to a casualty,
condemnation or remodeling (which remodeling is being diligently
prosecuted), Landlord may, at any time while

16

such abandonment or vacation of the Demised Premises is continuing, notify
Tenant of Landlord's election to terminate this Lease, in which event this
Lease shall terminate on the date so selected by Landlord in Landlord's
written election to terminate this Lease, and on the date so set forth in
Landlord's written election, this Lease shall terminate and come to an end
as though the date selected by Landlord were the last day of the natural
expiration of the Lease Term; provided, however, that no such termination
shall affect or limit any obligations or liabilities of Tenant arising or
accruing under this Lease prior to the effective date of any such
termination; and provided further that Tenant may rescind Landlord's
election by (i) notifying Landlord in writing, within ten (10) days after
receipt of Landlord's written election to terminate this Lease, that Tenant
will reoccupy the Demised Premises for business purposes and (ii) in fact,
so reoccupying the Demised Premises for business purposes within sixty (60)
days thereafter.

19.  Waiver of Breach.  No waiver of any breach of the covenants,
----------------                                            
warranties, agreements, provisions, or conditions contained in this Lease shall
be construed as a waiver of said covenant, warranty, provision, agreement or
condition or of any subsequent breach thereof, and if any breach shall occur and
afterwards be compromised, settled or adjusted, this Lease shall continue in
full force and effect as if no breach had occurred.

20.  Assignment and Subletting.  Tenant shall not, without the prior
-------------------------                                      
written consent of Landlord, assign this Lease or any interest herein or in the
Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise
transfer or sublet the Demised Premises or any part thereof or permit the use of
the Demised Premises by any party other than Tenant.  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 Demised
Premises or any part thereof or permit the use of the Demised 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
chiropractic office or a governmental office, (ii) if the proposed use of the
Demised Premises shall involve an occupancy rate in excess of the maximum
density permitted under the zoning, building, health and other laws, rules,
ordinances and statutes applicable to the Demised Premises, (iii) 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, (iv)
if such proposed assignee or subtenant is an existing tenant of the Building, or
(v) if such proposed assignment, subletting or use would contravene any
restrictive covenant (including any exclusive use) granted to any other tenant
of the Building or would contravene the provisions of Article 12 of this Lease.

Notwithstanding the foregoing prohibition, Tenant shall have the absolute
right, without the consent of Landlord but with prior notice to Landlord, to
assign this Lease or sublet all or any part of the Demised Premises to an
Affiliate of Tenant (as hereinafter defined), so long as such transaction is not
entered as a subterfuge to avoid the restrictions relating to assignments and
subletting set forth in this Lease.  Tenant shall also have the absolute right,

17

without the consent of Landlord but with prior notice to Landlord, to assign
this Lease to another entity in connection with the merger or consolidation of
Tenant and such other entity or to the purchaser or transferee of all or
substantially all of the business and assets of Tenant, provided (i) that the
successor entity, purchaser or transferee shall, as a result of such merger,
consolidation or acquisition, be legally bound to pay the Rent 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, (ii) that such successor, purchaser or transferee shall
have a net worth, determined in accordance with generally accepted accounting
principles, which is not less than the net worth of Tenant immediately prior to
such transaction, and (iii) that any such transaction is not entered into as a
subterfuge to avoid the restrictions relating to assignments set forth in this
Lease.  No assignment of this Lease or subletting of the Demised Premises shall
relieve Tenant of any of Tenant's obligations or liabilities under this Lease,
and Tenant shall remain fully liable for the faithful performance of all
covenants, terms and conditions hereof on the Tenant's part to be performed.  As
used herein, the term "Affiliate of Tenant" shall mean any person, partnership,
corporation, limited liability company or other form of business or legal
association or entity which directly or indirectly controls Tenant or which is
directly or indirectly controlled by or under common control with Tenant (the
term "control" for these purposes shall mean, in the case of a corporation, the
right to exercise, directly or indirectly, more than fifty percent [50%] of the
voting rights attributable to the shares of the controlled corporation, and with
respect to an entity that is not a corporation, the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of the controlled entity).

Sublessees or transferees of the Demised Premises for the balance of the
Lease 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 Lease Term including any extensions thereof, whether or not
authorized herein.  If Tenant is a partnership, a withdrawal or change, whether
voluntary, involuntary or by operation of law, of partners owning a controlling
interest in the Tenant shall be deemed a voluntary assignment of this Lease and
subject to the foregoing provisions.  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 20 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.  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 statements of any proposed subtenant or assignee.  In the event
Landlord consents to an assignment or sublease, Tenant shall reimburse 

18

Landlord, not in excess of $1,000.00 per assignment or sublease, for Landlord's
reasonable accounting costs, and reasonable legal fees, actually incurred by
Landlord as a result of the assignment or sublease. Any consideration, in excess
of the Rent and other charges and sums due and payable by Tenant under this
Lease, paid to Tenant by any assignee of this Lease for its assignment, or by
any sublessee 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 Demised Premises or any portion thereof, shall be promptly remitted by
Tenant to Landlord as additional rent hereunder and Tenant shall have no right
or claim thereto as against Landlord. 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 Lease Term of this Lease. 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 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.

21.  Destruction.
----------- 

(a)  If the Demised Premises are damaged by fire or other casualty,
the same shall be repaired or rebuilt as speedily as practical under the
circumstances at the expense of the Landlord, unless this Lease is
terminated as provided in this Article 21, and during the period required
for restoration, a just and proportionate part of Base Rental shall be
abated until the Demised Premises are repaired or rebuilt.

(b)  If the Demised 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 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 Lease Term, or if the
Building is damaged in whole or in part (whether or not the Demised
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 the Tenant within sixty (60) days after the date of such
occurrence. If the Demised 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 Demised Premises
are substantially damaged during the last eighteen (18) months of the Lease
Term, then in either such event Tenant may elect to terminate this Lease by
notice in writing to Landlord within thirty (30) days after the date of
such occurrence. If the Demised Premises are damaged and this Lease is not
terminated by Landlord or Tenant pursuant to this Paragraph 21(b) and the
repairs to the Demised Premises on account of such damage are not completed
within two hundred (200) days after the date of the casualty,

19

then on or before the earlier of the date such repairs are completed or the
date two hundred twenty (220) days after the date of the casualty, Tenant
may elect to terminate this Lease by notice in writing to Landlord. Unless
Landlord or Tenant elects to terminate this Lease as hereinabove provided,
this Lease will remain in full force and effect and Landlord shall repair
such damage at its expense to the extent required under subparagraph (c)
below as expeditiously as possible under the circumstances.

(c)  If Landlord should elect or be obligated pursuant to subparagraph
(a) above to repair or rebuild because of any damage or destruction,
Landlord's obligation shall be limited to the original Building and any
other work or improvements which were originally performed or installed at
Landlord's expense as described in Exhibit "D" hereto or with the proceeds
-----------       
of the Construction Allowance. 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 thirty (30) 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.

22.  Landlord's Lien.   Intentionally omitted.
---------------                          

23.  Services by Landlord.  Landlord shall provide the Building Standard
--------------------                                               
Services described on Exhibit "E" attached hereto and by reference made a part
-----------                                             
hereof.

24.  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 Demised Premises, in the hands of an attorney,
or files suit upon the same, and should such non-defaulting party prevail in
such suit, the non-prevailing party, to the extent permitted by applicable law,
agrees to pay the prevailing party all reasonable attorney's fees actually
incurred by the prevailing party.

25.  Time.  Time is of the essence of this Lease and whenever a certain day
----                                                                  
is stated for payment or performance of any obligation of Tenant or Landlord,
the same enters into and becomes a part of the consideration hereof.

26.  Subordination and Attornment.
---------------------------- 

(a)  Existing Security Deeds or Underlying Leases. Landlord represents
--------------------------------------------
and warrants to Tenant that as of the date of this Lease, the Land and
Building are 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. Tenant agrees that upon request from the Landlord,
-------------  
from the holder or proposed holder of any Security Deed or from the lessor
or proposed 

20

lessor under any underlying lease, Tenant shall execute a subordination,
non-disturbance and attornment agreement ("non-disturbance agreement")
subordinating this Lease to the interest of such holder or lessor and their
respective heirs, successors and assigns. The holder of any such Security
Deed or the lessor under any such underlying lease shall agree in such
nondisturbance agreement that, so long as Tenant complies with all of the
terms and conditions of this Lease and is not in default hereunder beyond
the period of cure of such default as provided herein, 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 lease or
deed in lieu thereof (the "Successor Landlord") shall not take any action
to disturb Tenant's possession of the Demised Premises during the remainder
of the Lease Term 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
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 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) at the same time as such
notice is given to Landlord and time periods to cure such defaults which
are the same as those granted to Landlord hereunder (which time period
shall run from and after such notice is given to such holder or lessor),
and Tenant shall further agree that any Successor Landlord shall not be
personally liable for any accrued obligation of the former landlord, or for
any act or omission of the former landlord, whether prior to or after such
enforcement proceedings, 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. 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; (b) bound by any Base Rental 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 express written
consent of the holder of the Security Deed or lessor under the underlying
lease, as the case may be. 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 Knox County, Tennessee.

(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 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.

27.  Estoppel Certificates.  Within ten (10) days after receipt of written
---------------------                                                
request therefor by Landlord (including a copy of the form of estoppel
certificate), Tenant agrees to 

21

execute and return to Landlord in recordable form an estoppel certificate
addressed to Landlord, any mortgagee or assignee of Landlord's interest in, or
purchaser of, the Demised Premises or the Building or any part thereof,
certifying (if such be the case) that this Lease is unmodified and is in full
force and effect (and if there have been modifications, that the same is in full
force and effect as modified and stating said modifications); that there are no
defenses or offsets against the enforcement thereof or stating those claimed by
Tenant; and stating the date to which Rent and other charges have been paid.
Such certificate shall also include such other 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. In the event Tenant delivers such estoppel certificate within such
time period, Landlord shall reimburse Tenant, not in excess of $1,000.00 per
estoppel certificate, for Tenant's reasonable administration costs, actually
incurred by Tenant as a result of executing such estoppel certificate.

28.  Cumulative Rights.  All rights, powers and privileges conferred
-----------------                                              
hereunder upon the parties hereto shall be cumulative to, but not restrictive
of, or in lieu of those conferred by law.

29.  Holding Over.  If Tenant remains in possession after expiration or
------------                                                      
termination of the Lease Term without Landlord's written consent, Tenant shall
become a tenant-at-sufferance, and there shall be no renewal of this Lease 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 monthly rental shall be
125% of the amount of Rent (including any adjustments as provided herein)
payable for the last full calendar month of the Lease Term including renewals or
extensions.  The inclusion of the preceding sentence in this Lease shall not be
construed as Landlord's consent for Tenant to hold over.

30.  Surrender of Premises.  Upon the expiration or other termination of
---------------------                                              
this Lease, Tenant shall quit and surrender to Landlord the Demised 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
and insured casualty only excepted.  Tenant shall remove all personalty and
equipment not attached to the Demised Premises which it has placed upon the
Demised Premises (including but not limited to Tenant's voice and data equipment
and back-up power equipment installed by Tenant at Tenant's cost, trade fixtures
and furniture), and Tenant shall repair all damage to the Demised Premises,
Building or Project caused by the removal of such property.  If Tenant shall
fail or refuse to remove all of Tenant's effects, personalty and equipment from
the Demised Premises upon the expiration or termination of this Lease for any
cause whatsoever or upon the Tenant being dispossessed by process of law or
otherwise, such effects, personalty and equipment 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 them.  Tenant shall
pay Landlord on demand any and all expenses (net of the net proceeds, if any,
received by Landlord from the sale, if any, of such property or any portion
thereof) incurred by Landlord in the removal of such property, including,
without limitation, the cost of repairing any damage to the Building or Project
caused by the removal of such property and storage charges (if Landlord elects
to 

22

store such property). The covenants and conditions of this Article 30 shall
survive any expiration or termination of this Lease.

31.  Notices.  All notices required or permitted to be given hereunder
-------                                                          
shall be in writing and may be delivered by hand delivery to either party or may
be sent by courier or by United States Mail, certified, return receipt
requested, postage prepaid.  Any such notice shall be deemed received by the
party to whom it was sent (i) in the case of hand delivery or courier delivery,
on the date of delivery to such party, and (ii) in the case of certified mail,
the date receipt is acknowledged on the return receipt for such notice or, if
delivery is rejected or refused or the U.S. Postal Service is unable to deliver
same because of changed address of which no notice was given pursuant hereto,
the first date of such rejection, refusal or inability to deliver.  All such
notices shall be addressed to Landlord or Tenant at their respective address set
forth hereinabove or at such other address as either party shall have
theretofore given to the other by notice as herein provided.

32.  Damage or Theft of Personal Property.  All personal property brought
------------------------------------                                
into Demised 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 Article 17 hereof.  Unless caused by the negligent
acts or omissions of Landlord or its employees, Landlord shall not at any time
be liable for damage to any property in or upon the Demised 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.

33.  Eminent Domain.
-------------- 

(a)  If all or part of the Demised Premises shall be taken for any
public or quasi-public use by virtue of the exercise of the power of
eminent domain or by private purchase in lieu thereof, this Lease shall
terminate as to the part so taken as of the date of taking, and, in the
case of a partial taking, either Landlord or Tenant shall have the right to
terminate this Lease as to the balance of the Demised Premises by written
notice to the other within thirty (30) days after such date; provided,
however, that a condition to the exercise by Tenant of such right to
terminate shall be either (i) that more than fifteen percent (15%) of the
Demised Premises was taken or (ii) that the portion of the Demised Premises
taken shall be of such extent and nature as substantially to handicap,
impede or impair, in Tenant's reasonable opinion, Tenant's use of the
balance of the Demised Premises 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

23

designed, then this Lease shall terminate on the date that the condemning
authority actually takes possession of the part so condemned or purchased.

(b)  If this Lease is terminated under the provisions of this Article
33, Rent shall be apportioned and adjusted as of the date of termination.
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 Lease Term provided that the foregoing shall not preclude any
claim that Tenant may have against the condemning authority for the
unamortized cost of leasehold improvements, to the extent the same were
installed at Tenant's expense (and not with the proceeds of the
Construction Allowance), or for loss of business, moving expenses or other
consequential damages, in accordance with subparagraph (d) below.

(c)  If there is a partial taking of the Building and this Lease is
not thereupon terminated under the provisions of this Article 33, then this
Lease shall remain in full force and effect, and Landlord shall, within a
reasonable time thereafter, repair or reconstruct the remaining portion of
the Building to the extent necessary to make the same a complete
architectural unit; provided that in complying with its obligations
hereunder Landlord shall not be required to expend more than the net
proceeds of the condemnation award which are paid to Landlord.

(d)  All compensation awarded or paid to Landlord upon a total or
partial taking of the Demised Premises or the Building 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 (and not
with the proceeds of the Construction Allowance). In no event shall Tenant
have or assert a claim for the value of any unexpired term of this Lease.
Subject to the foregoing provisions of this subparagraph (d), 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.

34.  Parties.  The term "Landlord", as used in this Lease, shall include
-------                                                            
Landlord and its assigns and successors.  It is hereby covenanted and agreed by
Tenant that should Landlord's interest in the Demised Premises cease to exist
for any reason during the Lease Term, then notwithstanding the happening of such
event, this Lease nevertheless shall remain in full force and effect, and Tenant
hereby agrees to attorn to the then owner of the Demised Premises.  The term
"Tenant" shall include Tenant and its heirs, legal representatives and
successors, and shall also include Tenant's assignees and sublessees, if this
Lease shall be validly assigned or the Demised Premises sublet for the balance
of the Lease Term or any renewals or extensions thereof.  In addition, Landlord
and Tenant covenant and agree that Landlord's right to transfer or assign
Landlord's interest in and to the Demised Premises, or any part or parts
thereof, shall be unrestricted, and that in the event of any such transfer or
assignment by Landlord which includes the Demised Premises, Landlord's
obligations to 

24

Tenant thereafter arising hereunder shall cease and terminate, and Tenant shall
look only and solely to Landlord's assignee or transferee for performance of
Landlord's obligations to Tenant thereafter arising hereunder.

35.  Liability of Tenant.  Tenant hereby indemnifies Landlord from and
-------------------                                              
agrees to hold Landlord harmless against, any and all liability, loss, cost,
damage or expense, including, without limitation, court costs and reasonable
attorney's fees, imposed on Landlord by any person whomsoever, caused in whole
or in part by any negligent act or omission of Tenant, or any of its employees,
contractors, servants, agents, subtenants or assignees, or of Tenant's customers
while such customers are within the Demised Premises, or otherwise occurring in
connection with any default of Tenant hereunder.  The provisions of this Article
35 shall survive any termination of this Lease.

36.  Force Majeure.  In the event of strike, lockout, civil commotion, act
-------------                                                        
of God, or any other cause beyond a party's control (collectively "force
majeure") resulting in the 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, 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.

37.  Landlord's Liability.  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
Building and the Land described in Exhibit "F" hereto and to the proceeds of
-----------                              
Landlord's insurance policy or policies actually paid to Landlord and not
applied by Landlord by 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) and to any rent derived from the
Building accruing after the date of a final judgment obtained by Tenant against
Landlord with respect to such default.  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 said Land and Building, the aforedescribed
rent derived from the Building accruing after the date of a final judgment
obtained by Tenant against Landlord with respect to such default, 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.

38.  Landlord's Covenant of Quiet Enjoyment.  Provided Tenant performs the
--------------------------------------                               
terms, conditions and covenants of this Lease, and subject to the terms and
provisions hereof, Landlord covenants and agrees to take all necessary steps to
secure and to maintain for the benefit of Tenant the quiet and peaceful
possession of the Demised Premises, for the Lease 

25

Term, without hindrance, claim or molestation by Landlord or any other person
lawfully claiming under Landlord.

39.  First Month's Rent.  Tenant has deposited with Landlord the sum set
------------------                                                 
forth in Article 1(m) above.  Such amount shall be applied by Landlord to the
first monthly installment(s) of Base Rental and Tenant's Forecast Additional
Rental as they become due hereunder.  This Lease shall be of no force or effect
and the sum set forth in Article 1(m) above shall be refunded to Tenant in the
event this Lease has not been executed by Landlord within fourteen (14) days
after counterparts of this Lease fully executed by Tenant have been delivered to
Landlord together with the sum set forth in Article 1(m) above.

40.  Hazardous Substances.  Tenant hereby covenants and agrees that Tenant
--------------------                                                 
shall not cause or permit any "Hazardous Substances" (as hereinafter defined) to
be generated, placed, held, stored, used, located or disposed of at the Project
or any part thereof, except for Hazardous Substances as are commonly and legally
used or stored as a consequence of using the Demised Premises for general office
and administrative purposes (and, if permitted hereunder, medical treatment and
medical laboratory purposes), but only so long as the quantities thereof do not
pose a threat to public health or to the environment or would necessitate a
"response action", as that term is defined in CERCLA (as hereinafter defined),
and so long as Tenant strictly complies or causes compliance with all applicable
governmental rules and regulations concerning the use, storage, production,
transportation and disposal of such Hazardous Substances.  For purposes of this
Article 40, "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 hereby agrees to indemnify Landlord
and hold Landlord harmless from and against any and all losses, liabilities,
including strict liability, damages, injuries, expenses, including reasonable
attorneys' fees, costs of settlement or judgment and claims of any and every
kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by
any person, entity or governmental agency for, with respect to, or as a direct
or indirect result of, the presence in, or the escape, leakage, spillage,
discharge, emission or release from, the Demised Premises of any Hazardous
Substances (including, without limitation, any losses, liabilities, including
strict liability, damages, injuries, expenses, including reasonable attorneys'
fees, costs of any settlement or judgment or claims asserted or arising under
the Comprehensive Environmental Response, Compensation and Liability Act
["CERCLA"], any so-called federal, state or local "Superfund" or "Superlien"
laws or any other Environmental Law); provided, however, that the foregoing
indemnity is limited to matters arising solely from Tenant's violation of the
covenant contained in this Article.  The obligations of Tenant under this
Article shall survive any expiration or termination of this Lease.

26

Landlord hereby covenants and agrees that Landlord has not caused or permitted
and shall not cause or permit any Hazardous Substances to be generated, placed,
held, stored, used, located or disposed of at the Project or any part thereof
(excluding, however, the Demised Premises and such other portions of the Project
as are from time to time leased to tenants, but including the "building
standard" work), except for Hazardous Substances as are commonly and legally
used or stored as a consequence of constructing, operating, and maintaining the
Project in accordance with this Lease, and using the Project for general office
and administrative purposes (and, if permitted hereunder, medical treatment and
medical laboratory purposes), but only so long as the quantities thereof do not
pose a threat to public health or to the environment or would necessitate a
"response action", as that term is defined in CERCLA, and so long as Landlord
strictly complies or causes compliance with all applicable governmental rules
and regulations concerning the use, storage, production, transportation and
disposal of such Hazardous Substances.  Landlord hereby agrees to indemnify
Tenant and hold Tenant harmless from and against any and all losses,
liabilities, including strict liability, damages, injuries, expenses, including
reasonable attorneys' fees, costs of settlement or judgment and claims of any
and every kind whatsoever paid, incurred or suffered by, or asserted against,
Tenant by any person, entity or governmental agency for, with respect to, or as
a direct or indirect result of, the presence in, or the escape, leakage,
spillage, discharge, emission or release from, the Project of any Hazardous
Substances (including, without limitation, any losses, liabilities, including
strict liability, damages, injuries, expenses, including reasonable attorneys'
fees, costs of any settlement or judgment or claims asserted or arising under
CERCLA, any so-called federal, state or local "Superfund" or "Superlien" laws or
any other Environmental Law); provided, however, that the foregoing indemnity is
limited to matters arising solely from Landlord's violation of the covenant
contained in this Article.  The obligations of Landlord under this Article shall
survive any expiration or termination of this Lease.

41.  Submission of Lease.  The submission of this Lease for examination
-------------------                                               
does not constitute an offer to lease and this Lease shall be effective only
upon execution hereof by Landlord and Tenant.

42.  Severability.  If any clause or provision of the 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.

43.  Entire Agreement.  This Lease contains the entire agreement of the
----------------                                                  
parties and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.  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.  This Lease may not be altered, waived, amended or
extended except by an instrument in writing signed by Landlord and Tenant.  This
Lease is not in recordable form, and Tenant agrees not to record or cause to be
recorded this Lease or any short form or memorandum thereof.

27

44.  Headings.  The use of headings herein is solely for the convenience of
--------                                                              
indexing the various paragraphs hereof and shall in no event be considered in
construing or interpreting any provision of this Lease.

45.  Broker.  Tenant represents and warrants to Landlord that (except with
------                                                               
respect to any Broker[s] identified in Article 1[n] hereinabove) no broker,
agent, commission salesperson, or other person has represented Tenant in the
negotiations for and procurement of this Lease and of the Demised Premises and
that (except with respect to any Broker[s] identified in Article 1[n]
hereinabove) no commissions, fees, or compensation of any kind are due and
payable in connection herewith to any broker, agent, commission salesperson, or
other person as a result of any act or agreement of Tenant.  Tenant agrees to
indemnify and hold Landlord harmless from all loss, liability, damage, claim,
judgment, cost or expense (including reasonable attorneys' fees and court costs)
suffered or incurred by Landlord as a result of a breach by Tenant of the
representation and warranty contained in the immediately preceding sentence or
as a result of Tenant's failure to pay commissions, fees, or compensation due to
any broker who represented Tenant, whether or not disclosed, 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 (other than the Broker[s] identified
in Article 1[n] hereinabove) claiming to have dealt with Tenant.

Landlord represents and warrants to Tenant that (except with respect to any
Broker[s] identified in Article 1[n] hereinabove) no broker, agent, commission
salesperson, or other person has represented Landlord in the negotiations for
and procurement of this Lease and of the Demised Premises and that (except with
respect to any Broker[s] identified in Article 1[n] hereinabove) no commissions,
fees, or compensation of any kind are due and payable in connection herewith to
any broker, agent, commission salesperson, or other person as a result of any
act or agreement of Landlord.  Landlord agrees to indemnify and hold Tenant
harmless from all loss, liability, damage, claim, judgment, cost or expense
(including reasonable attorneys' fees and court costs) suffered or incurred by
Tenant as a result of a breach by Landlord of the representation and warranty
contained in the immediately preceding sentence or as a result of Landlord's
failure to pay commissions, fees, or compensation due to any broker who
represented Landlord, whether or not disclosed, 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 the Broker[s] identified in Article 1[n]
hereinabove) claiming to have dealt with Landlord.

46.  Governing Law.  The laws of the State of Tennessee shall govern the
-------------                                                      
validity, performance and enforcement of this Lease.

47.  Special Stipulations.  The special stipulations attached hereto as
--------------------                                              
Exhibit "A" are hereby incorporated herein by this reference as though fully set
- -----------                                                                     
forth.

48.  Authority.  Each of the persons executing this Lease on behalf of
---------                                                        
Tenant does hereby personally represent that Tenant is a duly formed and validly
existing limited liability company and is fully authorized and qualified to do
business in the State of Tennessee, that the 

28

limited liability company has full right and authority to enter into this Lease,
and that each person signing on behalf of the limited liability is a manager or
officer of the limited liability company and is authorized to sign on behalf of
and to bind the limited liability company. Upon the request of Landlord, Tenant
shall deliver to Landlord documentation satisfactory to Landlord evidencing
Tenant's compliance with this Article, and Tenant agrees to promptly execute all
necessary and reasonable applications or documents as reasonably requested by
Landlord, required by the jurisdiction in which the Demised Premises is located,
to permit the issuance of necessary permits and certificates for Tenant's use
and occupancy of the Demised Premises.

49.  Financial Statements.  Upon Landlord's written request therefor, but
--------------------                                                 
not more often than once per year, Tenant shall promptly furnish to Landlord
Tenant's most recent annual report (provided, however, if Tenant is not publicly
traded at such time, Tenant shall deliver a financial statement with respect to
Associates First Capital Corporation for its most recent fiscal year prepared in
accordance with generally accepted accounting principles and certified to be
true and correct by Associates First Capital Corporation, which statement
Landlord agrees to keep confidential and not use except in connection with
proposed sale or loan transaction).

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the day, month and year first above written.

"LANDLORD":

WELLS DEVELOPMENT CORPORATION,
a Georgia corporation

By:/s/ Leo F. Wells
---------------------------------  
Its: President
--------------------------------

(CORPORATE SEAL)

"TENANT":

ASSOCIATES HOUSING FINANCE, LLC,
a Delaware limited liability company

By:/s/ Wayne G. Stoltzman
---------------------------------
Name: Wayne G. Stoltzman
Its: Vice President

By:_________________________________
Its:________________________________

(SEAL)

29

EXHIBIT "A"
-----------

SPECIAL STIPULATIONS

1.   EXTENSION OPTIONS.

(a) Tenant is hereby granted options to extend the Lease Term for two (2)
successive additional periods of five (5) years each (each such additional
period being herein referred to as an "Extended Term") by giving written notice
of such extension to Landlord at least nine (9) months prior to the expiration
of the initial Lease Term or the then current Extended Term, as the case may be.
Tenant shall have the right to exercise these options to extend provided that on
the date of such exercise no default or event of default under this Lease then
exists. Each Extended Term shall be upon all of the same terms, covenants and
conditions of this Lease then applicable except that the Base Rental Rate during
the Extended Terms shall be the "Market Rate" (as hereinafter defined), and
except that after the exercise of the option for the first Extended Term, Tenant
shall have only one (1) option to extend, and after the exercise of the option
for the second Extended Term, Tenant shall have no further options to extend the
Lease Term. The term "Lease Term" as used in this Lease shall mean the initial
Lease Term and any Extended Term which may become effective. For purposes of
this Special Stipulation, "Market Rate" shall mean 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 Knoxville, Tennessee market
for space similar to the Demised Premises in a building of comparable quality
and with comparable parking and other amenities. In determining the Market Rate,
Landlord and Tenant (and any appraisers, if applicable) shall take into account
the fact that Tenant shall pay Tenant's Share of the Operating Expenses, and
that Tenant's Share of Operating Expenses are subject to a cap as provided in
Article 7(b) hereof. Also, in determining the Market Rental Rate, Landlord and
Tenant (and any appraisers, if applicable) shall compare actual rental rates
only (after making appropriate adjustments resulting from the foregoing facts)
and shall take into consideration any discounts, allowances, free rent,
remodeling credits, construction allowances and other concessions and
inducements granted by other landlords.

(b) Tenant may not assign the options to extend under Special Stipulation
1(a) to any subtenant of the Demised Premises or any assignee of this Lease
other than an "Affiliate" (as hereinafter defined), nor may any such subtenant
or assignee other than an Affiliate exercise the options to extend. "Affiliate"
shall mean an entity which is more than fifty percent (50%) owned, directly or
indirectly, by Tenant, or an entity which directly or indirectly owns more than
fifty percent (50%) of Tenant, or an entity which is more than fifty percent
(50%) owned, directly or indirectly, by an entity which itself owns, directly or
indirectly, more than fifty percent (50%) of Tenant.

(c) In the event that, prior to Tenant's exercise of the applicable option
to extend, and between forty five and seventy five days prior to the date nine
(9) months prior to the expiration of the initial Lease Term or the then current
Extended Term, as the case may be, Tenant gives Landlord written notice
requesting that Landlord provide Tenant with Landlord's good faith estimate of
what the Market Rate for the Demised Premises would be if Tenant 

exercised such option to extend, then, within thirty (30) days after such
written notice, Landlord shall notify Tenant in writing of Landlord's good faith
estimate of what the Market Rate for the Demised Premises would be if Tenant
exercised such option to extend. In the event Landlord and Tenant are unable to
agree on the Market Rate for the Demised Premises on or before the first day of
the applicable Extended Term, then, within ten (10) days after that date, each
party shall appoint and employ, at its cost, a real estate appraiser [who shall
be a member of the American Institute of Real Estate Appraisers (MAI) or be a
Counselor of Real Estate (a member of the American Society of Real Estate
Counsellors) and who shall have at least ten (10) years of full-time commercial
appraisal experience in the Knoxville area and who is not affiliated with either
party hereto] to appraise and establish the Market Rate for the Demised
Premises. The two appraisers, thus appointed, shall meet promptly and attempt to
agree on such rate. In the event one party fails to appoint an appraiser, the
other designated appraiser shall independently determine the Market Rate for the
Demised Premises in accordance herewith. If they are unable to agree within
twenty (20) days after the last of them has been appointed, they shall attempt
to agree upon and designate a third appraiser meeting the qualifications set
forth above within ten (10) days after the last date on which the two appraisers
were given to agree. If they are unable to agree on the third appraiser, either
of the parties, after giving five (5) days notice to the other, may apply to the
presiding judge of the Chancery Court of Knox County, Tennessee, for the
selection of a third appraiser meeting the qualifications stated above. Each of
the parties shall bear one-half of the cost of the appointment of the third
appraiser, and each of the appraisers shall make a determination of Market Rate
for the Demised Premises. The appraisal that is farthest from the middle
appraisal shall be disregarded and the remaining two appraisals shall be
averaged in order to establish such rate; provided, however, if the low
appraisal and/or the high appraisal are equidistant from the middle appraisal,
all three appraisals shall be averaged. After the Market Rate for the Demised
Premises has been established, the appraisers shall immediately notify the
parties in writing and such Market Rate for the Demised Premises shall be
binding upon the parties for the applicable Extended Term. In the event the
Market Rate for the Demised Premises has not been finally determined by the
appraisers prior to the first day of the Extended Term, Tenant shall pay Base
Rental at the rate in effect immediately prior to the first day of the Extended
Term, with appropriate adjustment to be made within thirty (30) days following
conclusion of the determination of Market Rate.

2.   REFUSAL RIGHT. Provided and on the condition that Tenant is not then in
default and no event of default has occurred under this Lease, Tenant shall have
a right of refusal (the "Refusal Right"), subject to and upon the terms and
conditions set forth below, with respect to that certain space in the Building
and designated on Exhibit "A-1" attached hereto and by reference made a part
-------------                                             
hereof (the "Refusal Space"). Prior to entering into a lease with any other
party of any of the Refusal Space, Landlord shall notify Tenant that it intends
to enter into such lease (a "Refusal Notice"). Tenant shall have the right to
exercise its Refusal Right to add the space identified in the Refusal Notice to
the Demised Premises (with such space subject to all the terms and conditions of
this Lease, except as herein expressly provided), by giving notice thereof to
Landlord within ten (10) business days after the date Tenant receives the
Refusal Notice. If Tenant does not so exercise its Refusal Right within such ten
(10) business day period, Landlord shall have the right to lease the Refusal
Space identified in the Refusal Notice free and clear of any further rights of
Tenant under this Special Stipulation 2.

2 

In the event Tenant exercises its Refusal Right with respect to any Refusal
Space, Landlord and Tenant shall proceed with diligence and continuity to
prepare such Refusal Space for Tenant's occupancy in accordance with the
provisions of this Lease applicable to the initial construction of the Demised
Premises. In the event Tenant exercises a Refusal Right, as of the date (the
"Commencement Date for the applicable Refusal Space") which is the earlier to
occur of (i) the date upon which Tenant occupies such Refusal Space for the
conduct of Tenant's business (for purposes hereof, Tenant shall not be deemed to
be occupying such Refusal Space for the conduct of its business merely by moving
furniture and equipment into such Refusal Space), or (ii) the date seven (7)
days after the date upon which Landlord tenders such Refusal Space to Tenant
after Substantial Completion of construction of such Refusal Space (as defined
in Exhibit "D" attached to this Lease). Effective as of the Commencement Date
-----------                                       
for the applicable Refusal Space, the Base Rental and other charges payable
hereunder shall be increased based upon the number of square feet of Rentable
Floor Area added to the Demised Premises. During the course of construction of
the improvements in such Refusal Space to be constructed pursuant to this
Special Stipulation 2, Landlord shall update Tenant during weekly construction
meetings on the status of construction, the anticipated completion date, and any
delays in such construction. Within ten (10) days after the addition of any
Refusal Space to the Demised Premises, Landlord and Tenant shall enter into an
amendment evidencing the addition, but the failure or refusal of Tenant to enter
into an amendment shall not impair or negate the exercise of the option or
relieve Tenant of any of its obligations with respect to the Refusal Space added
to the Demised Premises.

Notwithstanding the foregoing or any other provision of this Lease to the
contrary, (a) Tenant may not exercise the Refusal Right unless at least forty-
two (42) months shall remain in the initial Lease Term at the time of such
exercise, (b) the Construction Allowance for the Refusal Space shall be the
product of the Rentable Floor Area of the applicable Refusal Space to be added
to the Demised Premises, multiplied by Thirty and No/100 Dollars ($30.00), and
further multiplied by a fraction, the numerator of which is the number of months
remaining in the initial Lease Term following the Commencement Date for the
applicable Refusal Space and the denominator of which is eighty-four (84), and
(c) the space planning allowance for the Refusal Space shall be the product of
the Rentable Floor Area of the applicable Refusal Space to be added to the
Demised Premises, multiplied by Three and No/100 Dollars ($3.00), and further
multiplied by a fraction, the numerator of which is the number of months
remaining in the initial Lease Term following the Commencement Date for the
applicable Refusal Space and the denominator of which is eighty-four (84).

3.   PARKING.

(a) Landlord will provide to Tenant, without charge, unassigned parking in
the parking area adjacent to the Building for the Lease Term; provided, however,
that the total parking available for Tenant without charge shall be six (6)
spaces per one thousand (1000) square feet of Rentable Floor Area contained in
the Demised Premises.

(b) Landlord may make, modify and enforce reasonable rules and regulations
relating to the parking of vehicles in the parking areas, and Tenant agrees to
abide by any such

3

rules and regulations. Tenant's failure to use commercially reasonable efforts
in good faith to cause Tenant's agents, contractors, employees, licensees,
subtenants, assigns, guests and invitees to abide by any such rules and
regulations after written notice by Landlord to Tenant and expiration of any
applicable cure period, if any, shall constitute a default by Tenant under this
Lease.

(c) If the number of parking spaces available in the Building parking
facilities shall be reduced as a result of a taking by condemnation, Landlord
shall have the right to effect a proportionate reduction in the number of
parking spaces provided to Tenant. However, in the event the number of parking
spaces made available to Tenant shall be reduced for more than six (6) months to
a number which is less than 5.1 parking spaces for every 1,000 square feet of
Rentable Floor Area of the Demised Premises, and provided that Landlord does not
provide comparable parking to the extent of at least 5.1 parking spaces for
every 1,000 square feet of Rentable Floor Area of the Demised Premises within
such six (6) month period, Tenant shall have the right to terminate this Lease
by giving written notice thereof to Landlord.

4.   COMMUNICATIONS

(a) Subject to the terms and conditions as described below, Tenant shall
have the right, at Tenant's sole cost and expense, to place on the roof of the
Building a satellite antenna module (the "Antenna") and related hardware and
cabling connected to the Demised Premises. Tenant shall not be charged any rent
or other fees by Landlord in connection with the placement of the Antenna on the
roof. The right of Tenant to install the Antenna is expressly conditioned upon
(i) the receipt by Tenant of the approval of such Antenna by the developer of
CenterPoint Park, and (ii) the Antenna and related hardware and cabling not
damaging or interfering with Landlord's roof warranty, communication devices or
building systems or any antennas and related hardware and cabling which other
tenants of the Building have installed or may install on the roof, and Tenant
hereby covenants and agrees that the Antenna and related hardware and cabling
will not so interfere.

(b) Tenant shall furnish detailed plans and specifications for the Antenna
and related hardware and cabling to Landlord for Landlord's consent, which
consent shall not be unreasonably withheld or delayed, provided Landlord may
condition its consent by requiring that the Antenna be installed in the least
conspicuous of all acceptable locations on which the Antenna might be located
and that all components and elements thereof (except the terminal devices and
structures) be concealed from view from within and without the Building. Upon
the giving of such consent, the Antenna and related hardware and cabling shall
be installed and maintained, at Tenant's sole cost and expense, by a contractor
selected by Tenant and approved by Landlord, such approval not to be
unreasonably withheld or delayed. In the installation of the Antenna and related
hardware and cabling, Tenant shall comply with all applicable laws, codes,
ordinances and building and zoning rules and regulations and keep the Demised
Premises and Building free and clear from liens arising from or related to
Tenant's installation. Tenant shall consult with Landlord's roofing contractor
to ensure that neither the integrity of the roof of the Building, nor Landlord's
roof warranty, shall be negatively affected by the placement and installation of
the Antenna and the walkway referred to in Special

4

Stipulation 4(d) hereof. Tenant shall be entitled to use such portions of the
Building as may be reasonably necessary for the installation, operation and
maintenance of the Antenna and related hardware and cabling, and Tenant shall
have reasonable access to such portions of the Building at all times throughout
the Lease Term for such purposes; provided however, that except for the roof of
the Building, any cables, conduits or other physical connections between the
Antenna and the Demised Premises shall be concealed underground or within
permanent walls, floors, columns and ceilings of the Building and in the shafts
of the Building provided for such installations, not damaging the appearance of
the Building or reducing the usable or rentable space of the Building, and
provided further, that except for the roof and Demised Premises, any
installation or maintenance work performed by Tenant or at Tenant's direction
shall be performed without unreasonably interfering with Landlord's or any other
tenant's use of the Building, and upon completion of such installation and
maintenance (initially and from time to time) Tenant shall restore such portions
of the Building to a condition reasonably comparable to that existing prior to
such installation or maintenance. In addition, Tenant shall paint and maintain
the Antenna in the color designated by Landlord unless such painting would void
the manufacturer's warranty on the Antenna.

(c) Tenant shall be responsible for procuring and paying for all
certificates, licenses, permits or approvals which may be required for the
installation, operation, use and maintenance of the Antenna and related hardware
and cabling, and Landlord shall cooperate with Tenant, at Tenant's sole cost and
expense, in procuring such licenses or permits, to the extent required by
applicable law. Upon receiving a written request by Landlord, Tenant shall
provide Landlord with documentation that Tenant has obtained all such
certificates, licenses, permits and approvals. Landlord makes no warranties
whatsoever as to the permissibility of the Antenna or systems under applicable
laws. The Antenna and related hardware and cabling shall be installed, operated
and maintained by Tenant, at Tenant's sole cost and expense, in such a manner as
not to constitute a nuisance, or unreasonably interfere with the operations of
other tenants of the Building or with the normal use of the area surrounding the
Building by occupants thereof.

(d) Tenant shall be responsible for installing and maintaining a walkway
system to the Antenna in order to protect the roof of the Building. Tenant shall
furnish plans and specifications for such walkway to Landlord for Landlord's
consent, which consent shall not be unreasonably withheld or delayed.

(e) Upon termination or expiration of the Lease, Tenant shall, at Tenant's
sole cost and expense, remove the Antenna and related hardware and cabling
installed by it pursuant to this Special Stipulation 4 and shall repair and
restore the Building to a condition comparable to that existing prior to such
installation, normal wear and tear excepted.

(f) Landlord reserves the right to relocate the Antenna and related
hardware and cabling at Landlord's sole expense, provided such relocation, in
the reasonable opinion of Tenant, shall have no material adverse impact on the
same.

(g) Tenant hereby indemnifies Landlord and agrees to hold Landlord harmless
from and against any and all claims, liability, judgments, damages, cost and
expenses

5

(including reasonable attorney's fees) related to, resulting from, arising out
of or caused by the installation, maintenance, operation or removal of the
Antenna and related hardware and cabling. In addition, Tenant shall maintain in
full force and effect throughout the Lease Term public liability, property
damage, fire and extended coverage insurance in an amount sufficient to fully
protect the Antenna and related hardware and cabling from fire or other loss or
damage, as well as contractual insurance in an amount sufficient to fully
protect Landlord from any loss or damage resulting from, arising out of or
caused by the installation, maintenance, operation or removal of the Antenna and
related hardware and cabling or by the exercise of Tenant's rights under this
Special Stipulation 5.

5.   BUILDING SIGN

Tenant shall have the right to design and designate the location of one (1)
monument-type sign naming the Building. Landlord shall bear $7,500 of the cost
and Tenant any excess cost of purchasing and installing any monument-type sign.
The cost of maintaining, repairing or replacing said monument-type sign shall be
included within Operating Expenses. The monument-type sign shall be subject to
the prior approval of Landlord as to size, materials, method of lighting and
method of attachment of identification signs, which approval shall not be
unreasonably withheld. Tenant acknowledges that such sign must also comply with,
and shall be installed only if permitted by, applicable laws and regulations of
governmental authorities, and private restrictive covenants applicable to the
Project. So long as Tenant occupies fifty percent (50%) of the Rentable Floor
Area of the Building, Tenant shall have the right to place and maintain its
identification sign in the top position on such monument-type sign. Tenant
agrees that Tenant will not unreasonably withhold its consent to the placement
of up to two (2) additional names of tenants on the monument-type sign. Tenant
shall have the right, at Tenant's sole cost and expense, subject to applicable
laws and regulations of governmental authorities, and private restrictive
covenants applicable to the Project, and subject to the approval by Landlord,
which approval shall not be unreasonably withheld, to install signs on the
exterior of the Building [in the event and for so long as Tenant occupies fifty
percent (50%) or more of the Rentable Floor Area of the Building, Tenant's signs
shall be the only signs on the exterior of the Building (other than directional
signs and signs required by laws, orders, ordinances, rules and regulations)];
all such signs installed by Tenant shall be maintained by Tenant at Tenant's
sole cost and expense.

6.   LAND ACQUISITION

The parties acknowledge that Landlord has entered into an agreement for the
purchase of the Land, and the obligations of the parties hereto are conditioned
upon the acquisition of the Land by Landlord on or before September 25, 1998. In
the event the Land is not acquired by Landlord on or before September 25, 1998,
Landlord and Tenant shall each have the right to terminate this Lease by notice
given to the other party on or before October 2, 1998. Landlord shall furnish to
Tenant within thirty (30) days following acquisition of the Land by Landlord a
title insurance policy showing good and marketable title to the Land to be
vested in Landlord, and not subject to any restrictions which would prevent the
Demised Premises from being used for business offices.

6

7.   YEAR 2000

Landlord agrees that any and all mechanical, digital, electronic or
computerized equipment owned by Landlord which controls, operates and/or
regulates equipment and services applicable to systems which service all or any
one or more of the Demised Premises or the Building or common areas of the
Building (including, but not limited to, elevators, security systems, lighting
systems, heating, ventilating and air conditioning, plumbing, fire and sprinkler
control systems) will not malfunction as a result of date changes in the year
2000 and beyond. In the event Landlord fails to properly and fully restore those
services affected by a year 2000 malfunction, such malfunction shall be an event
of default by Landlord under the Lease and Tenant shall have the right to avail
itself of remedies for such default, as set forth in this Lease. Furthermore,
Landlord agrees to indemnify and hold Tenant harmless from loss, costs, damages
and expenses (excluding consequential damages) incurred by Tenant as a result of
any such equipment and/or computer systems malfunction which materially
adversely affects or impacts Tenant's use and occupancy of the Demised Premises.

8.   LANDLORD'S DEFAULT.  If Landlord shall default in the performance of any of
its obligations under this Lease, and such default shall continue for thirty
(30) days after notice from Tenant specifying Landlord's default (except that if
such default cannot be cured within said thirty [30] day period, this period
shall be extended for a reasonable additional time, provided that Landlord
commences to cure such default within the thirty [30] day and proceeds
diligently thereafter to affect such cure), Tenant may, without prejudice to any
of its other rights under this Lease, correct or cure such default by Landlord
and invoice Landlord the cost and expenses incurred by Tenant therefor, 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 Base Rental thereafter due hereunder,
provided, however, that in the event Landlord notifies Tenant that it disputes
the existence of any such 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.

9.   AIR QUALITY.  Landlord agrees that the Building shall comply with all
applicable provisions of the Federal Clean Air Act Amendments of 1990 (the
"Act") and Landlord will take all actions with respect to Building systems and
sub-systems which are necessary to meet the applicable requirements of the Act.
The costs of any modifications, replacements, or repairs to and Building systems
or systems required to comply with the applicable requirements of the Act shall
be included in Operating Expenses and amortized over the useful life thereof
pursuant to Section 8(a)(6) of this Lease. Landlord shall have an Indoor Air

7

Quality survey (air quality audit) performed each year by a qualified
environmental engineer. The air quality audit shall test for, at a minimum,
asbestos, molds, fungi, radon, carbon monoxide, carbon dioxide, HCOH, ozone,
formaldehyde, and water tower contaminants, and such other tests as are
recommended for office buildings by the applicable guidelines of the American
Society of Heating and Air-Conditioning Engineers and the United States
Environmental Protection Agency. Copies of the results of such air quality
audits shall be maintained for a minimum of five years (or, if sooner, until the
end of the Term). In the event Tenant shall cause or permit any activity which
shall adversely affect the air quality in the Demised Premises, in the common
area of the Building or in any premises within the Building, Tenant shall be
responsible for all costs of remedying same.

10.  LEGAL REQUIREMENTS.  Landlord represents and warrants that as of the date
of Substantial Completion, the "building standard" work, the common areas and
exterior entrances to the Building and to the Demised Premises shall be in
compliance in all material respects with all applicable Legal Requirements,
including without limitation the Americans with Disabilities Act. Tenant
represents and warrants that the design and furnishing of the Demised Premises
shall be in compliance in all material respects with all applicable Legal
Requirements, including without limitation the Americans with Disabilities Act.
"Legal Requirements" shall mean (i) all federal, state, county, municipal and
other governmental statutes, laws, rules, orders, regulations, ordinances or
recommendations affecting the Demised Premises or the Building or any part
thereof, or the use thereof, including without limitation those which require
repairs to or any structural changes in the Demised Premises or the Building
whether or not any such statutes, laws, rules, orders, regulations, ordinances
or recommendations 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
Demised Premises or the Building, and (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 Demised Premises or the Building.

11.  LIENS.  Tenant shall not do or permit to be done anything which creates a
lien upon the Demised Premises or the Project. Tenant shall indemnify Landlord
against liability for any and all mechanics' and other liens filed in violation
of the foregoing. 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 Demised Premises or Project. 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 discharge the same either by paying the amount claimed to
be due or by deposit or bonding proceedings. Any amount so paid by Landlord, and
all costs and expenses incurred by Landlord in connection therewith, shall be
payable by Tenant upon demand.

8

EXHIBIT 10.37

AMENDED AND RESTATED PURCHASE AGREEMENT

BETWEEN CARTER SUNFOREST, L.P.

AND

WELLS OPERATING PARTNERSHIP, L.P.

EXECUTION COUNTERPART

AMENDED AND RESTATED
PURCHASE AGREEMENT

between

CARTER SUNFOREST, L.P.,
as Seller

and

WELLS OPERATING PARTNERSHIP, L.P.,
as Purchaser

DECEMBER 4, 1998

Price Waterhouse Facility
Sunforest Building Park
Tampa, Florida

AMENDED AND RESTATED PURCHASE AGREEMENT

THIS AMENDED AND RESTATED PURCHASE AGREEMENT made and entered into as of
DECEMBER 4, 1998 (the "Effective Date") by and between CARTER SUNFOREST, L.P., a
Georgia limited partnership ("Seller") and WELLS OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("Purchaser"), amends and restates that certain
Purchase Agreement dated as of March 30, 1998 (the "Original Agreement") by and
between Seller and TriNet Corporate Realty Trust, Inc., a Maryland corporation
("TriNet").

WHEREAS, Seller and TriNet entered into the Original Agreement on or around
March 30, 1998; and

WHEREAS, by the Assignment and Assumption Agreement (as hereinafter
defined) TriNet assigned the Original Agreement to Purchaser; and

WHEREAS, Seller and Purchaser, as the parties to the Original Agreement
following the assignment thereof to Purchaser by TriNet, wish to amend and
restate the Original Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing recitals, and other good
and valuable considerations, receipt and sufficiency of which are hereby
mutually acknowledged, Seller and Purchaser hereby amend and restate the
Original Agreement as follows:

PRELIMINARY STATEMENT

Seller is the owner of fee simple title to the "Land" (as hereinafter
defined).  Seller has retained the "Architect", caused the "Plans and
Specifications" to be prepared, negotiated with a certain prospective tenant for
the "Building" and otherwise taken certain action preliminary to the development
of the Building (all terms in quotations being hereinafter defined).  Purchaser
and Seller wish to enter into this Agreement to set forth the terms and
conditions upon and subject to which Seller will sell, and Purchaser will
purchase, the "Project" (as hereinafter defined).

NOW, THEREFORE, it is hereby agreed by and between the parties hereto as
follows:

1

ARTICLE 1

DEFINITIONS

1.1  DEFINITIONS.  Except as otherwise herein expressly provided, the
following terms shall have the respective meanings indicated below:

"Agreement" means this Amended and Restated Purchase Agreement and as
the same may hereafter be amended from time to time in accordance with the
provisions hereof.

"Architect" shall mean the architectural firm of Smallwood, Reynolds,
Stewart, Stewart & Associates, Inc., which has been retained by Seller to
prepare, and to supervise the preparation of, the Plans and Specifications,
and to act as supervising architect for the construction and development of
the Building on behalf of Purchaser and Seller.

"As-built Survey" shall mean the "as-built" survey required to be
delivered by Seller to Purchaser pursuant to SECTION 3.4.

"Assignment and Assumption Agreement" shall mean that certain
Assignment and Assumption Agreement dated December __, 1998, by and between
TriNet, as assignor, and Purchaser, as assignee.

"Building" means the four-story building to be constructed by Seller
on the Land, located at Sunforest Executive Center, Tampa, Florida,
containing approximately 130,997 Rentable Square Feet.

"Building Equipment" shall mean all mechanical, electrical, plumbing
and other fixtures and equipment owned by Seller and located, or to be
located, in or about the Project, including, without limitation, all
elevators, escalators, boilers and other heating, ventilating and air
conditioning equipment, sprinklers, pipes, water tanks, water heaters,
reservoirs, life safety systems, and other items of equipment provided for
in the Plans and Specifications, whether or not the same, as a matter of
law, constitutes part of the real property, together with all of those
items and quantities of personal property listed in Exhibit A.

"Carter" shall mean Carter & Associates, L.L.C., doing business in
Florida as Carter, L.C., a Georgia limited liability company.

"Claims" shall have the meaning set forth in SECTION 6.1.10 hereof.

"Closing" shall mean the conveyance of title to the Project in
accordance with the provisions of this Agreement by delivery of the deed
and other documents of title required hereunder.

2

"Closing Date" shall mean the date selected by Seller for the closing
of the transaction contemplated hereby, by written notice from Seller to
Purchaser not less than fifteen (15) days prior to such date, and which
date shall not be prior to the Commencement Date (as defined in the Price
Waterhouse Lease) or later than the Final Closing Date.

"Construction Lender" shall mean SouthTrust Bank, National
Association, a national banking association.

"Construction Loan" shall mean the loan made by Construction Lender to
Seller to finance the acquisition of the Land, the construction of the
Building, the acquisition of certain Building Equipment, and the
development of the Project.

"Defects" shall have the meaning set forth in SECTION 2.3 hereof.

"Deposit" shall have the meaning set forth in SECTION 2.6 hereof.

"Environmental Laws" shall mean all federal, state and local laws,
ordinances, rules and regulations enacted or in force as of the date of
this Agreement, and all federal and state court decisions, consent decrees
and orders entered prior to the date of this Agreement interpreting or
enforcing any of the foregoing, in any way relating to or regulating human
health or safety, or industrial hygiene or environmental conditions, or
protection of the environment, or pollution or contamination of the air,
soil, surface water or groundwater, and includes the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
(S) 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
(S) 6901, et seq., and the Clean Water Act, 33 U.S.C. (S) 1251, et seq.

"Escrow" shall have the meaning set forth in SECTION 3.1 hereof.

"Excess Project Costs" shall have the meaning set forth in SECTION
2.2.3 hereof.

"Existing Collateral Documents" shall mean those certain documents and
instruments executed by, among other persons or entities, Seller or Carter,
or both of them, in connection with the Construction Loan, which documents
and instruments are listed on Exhibit Q.

"Final Closing Date" shall mean thirty (30) days after the Outside
Delivery Date (as defined in the Price Waterhouse Lease).

3

"General Contractor" shall mean Hardin Construction Group, Inc., which
has been retained by Seller to act as general contractor for the
construction of the Project.

"Good and Marketable Title" shall mean such title as is insurable by a
title insurance company licensed to do business in Florida, under its
standard form of ALTA owner's policy of title insurance (A.L.T.A. Form B,
1992), at its standard rates, subject to the Permitted Exceptions and to
any lien of mortgages which will be released at or prior to the Closing
Date.

"Hazardous Substances" shall mean any substance or material that is
described as a toxic or hazardous substance, waste or material or a
pollutant or contaminant, or words of similar import, in any of the
Environmental Laws, and includes, without limitation, asbestos, petroleum
(including, without limitation, crude oil or any fraction thereof, natural
gas, natural gas liquids, liquefied natural gas, or synthetic gas usable
for fuel, or any mixture thereof), petroleum products, polychlorinated
biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste,
and chemicals which may cause cancer or reproductive toxicity.

"Initial Survey" shall have the meaning set forth in SECTION 3.4.

"Intangibles" shall mean all intangible property owned or held by
Seller on the Closing Date in connection with the Project, or any business
or businesses conducted on the Land or in connection with the use thereof,
including, without limitation, (i) any trade style or tradename used in
connection with the Project; (ii) any contract rights and agreements
designated by Purchaser as hereinafter set forth; (iii) all of the estate,
right, title and interest of Seller under the Price Waterhouse Lease; (iv)
all of Seller's right, title and interest in, to or under all of the Plans
and Specifications; (v) subject to SECTION 3.5.4 hereof, the right, title
and interest of Seller under all construction contracts, architectural and
engineering agreements, and other similar contracts entered into in
connection with the construction of the Project; (vi) the right, title and
interest of Seller in, to and under the Studies; (vii) the right, title and
interest of Seller in, to and under any guarantees or warranties, including
without limitation, performance and completion bonds, obtained by Seller,
or otherwise pertaining to the Project; (viii) all books and records
pertaining to the Project, including correspondence with suppliers; and
(ix) the right, title and interest of Seller in, to and under all booklets
and manuals, advertising materials, utility contracts, telephone exchange
numbers, assignable licenses and governmental permits and permissions
relating to the Project, and the operation thereof.

"Interest Differential" shall mean, for any month, an amount equal to
the excess of (x) the sum of the Base Rent and Capital Reserve payments due
and payable during such month under the Price Waterhouse Lease over (y) the
amount of interest due and payable for such month under the Construction
Loan or any 

4

other loan obtained by Seller in connection with the acquisition of the
Land, the construction of the Building, the acquisition of Building
Equipment and the development of the Project (and excluding any project or
property other than the foregoing) or the refinancing or extension of any
of the foregoing, for each month from and after the commencement date of
the Price Waterhouse Lease through and including the Closing (prorated for
the month in which the Closing occurs).

"Land" shall mean that parcel of land located in the City of Tampa,
Hillsborough County, Florida, more particularly described in Exhibit P
attached hereto.

"Owner's Affidavit" shall have the meaning set forth in SECTION 3.5.6.

"Permitted Exceptions" shall mean those title exceptions and
encumbrances listed on Exhibit C, together with all other title exceptions
and encumbrances agreed to in writing by Purchaser pursuant to the terms of
this Agreement and all other easements, covenants, restrictions, rights of
way and other similar agreements or matters arising in connection with the
development of the Project and which are customarily entered into in
connection with the development of property similar to the Project and
which do not materially impair the use of the Project for Tenant's Intended
Use (as defined in the Price Waterhouse Lease), to which title to the
Project may be subject on the Closing Date (including, without limitation,
an access easement along the northern boundary of the Land for the benefit
of the property adjacent to the Land's northern boundary).

"Plans and Specifications" shall mean the plans and specifications
described in Exhibit D and plans and specifications prepared after the
Effective Date, change orders and other revisions which are approved by
Purchaser or otherwise made in accordance with this Agreement.

"Price Waterhouse" shall mean Price Waterhouse LLP, a Delaware limited
liability partnership.

"Price Waterhouse Lease" shall mean that certain Lease of the Land and
Building from Seller to Price Waterhouse dated as of March 30, 1998.

"Project" means the Land, the Building, the Building Equipment and the
Intangibles, collectively, and also all amenities located thereon or
relating thereto, including provision for on-site parking for not less than
the number of cars as required under the Price Waterhouse Lease (including
a free standing parking garage with covered access to the Building and
containing not less than the number of covered parking spaces required
under the Price Waterhouse Lease) and in any event equal to at least four
(4) parking spaces for every one thousand (1,000) Rentable Square Feet in
the Building, and together with all easements, 

5

rights of way, roadways, streets, sewers and sidewalks appertaining
thereto, all other buildings or improvements located on or about the Land
and used in connection therewith, and all of the estate, right, title and
interest of Seller therein.

"Project Budget" shall mean the budget set forth in Exhibit B setting
forth the Seller's estimates of all costs and expenses to be incurred in
connection with the construction of the Building, and other costs in
connection with the acquisition, development and financing of the Project,
the purchase of Building Equipment, the anticipated costs of owning,
operating and leasing the Building through the Closing Date, and the
consummation of the transaction contemplated by this Agreement.

"Punch List Work" shall have the meaning set forth in SECTION 2.3.

"Purchaser" shall mean the Purchaser named on the first page hereto,
or any permitted assignee hereunder.

"Purchase Price" shall mean the purchase price to be paid for the
Project, calculated as set forth in SECTION 2.2.

"Regular Punch List Work" shall have the meaning set forth in SECTION
2.3.

"Release" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping or
disposing into the environment, including continuing migration, of
Hazardous Substances into or through soil, surface water or groundwater.

"Rentable Square Feet" shall mean the number of square feet of floor
space in the Building, determined in accordance with the Price Waterhouse
Lease.

"Representation and Warranty Certification" shall mean a written
certificate, executed by the party delivering such certificate and
addressed to the other party to the effect that all of the representations
and warranties of the certifying party contained in this Agreement are true
and correct on and as of the Closing Date with the same force and effect as
though made and repeated in full on and as of the Closing Date (except for
matters approved or consented to by the other party) or stating the
specific respects in which any of such representations or warranties is
untrue or incorrect, and acknowledging that all such representations and
warranties survive the Closing hereunder as set forth herein.

"Seasonal Punch List Work" shall have the meaning set forth in SECTION
2.3.

"Seller" shall mean Carter Sunforest, L.P., a Georgia limited
partnership.

6

"Studies" shall mean all marketing, engineering, environmental, soils,
feasibility, appraisal and other professional reports, studies and analysis
prepared by, or at the direction of, Seller, or its affiliates, with
respect to the Land or the Building.

"Title Company" shall mean Chicago Title Insurance Company.

"Title Policy" shall have the meaning set forth in SECTION 3.3.

"TriNet" shall mean TriNet Corporate Realty Trust, Inc., a Maryland
corporation, as defined on the first page hereof.

"Warranty Date" shall have the meaning set forth in SECTION 6.1.17.

1.2  REFERENCES.  All references in this Agreement to particular sections
----------                                                          
or articles shall, unless expressly otherwise provided or unless the context
otherwise requires, be deemed to refer to the specific sections or articles in
this Agreement.  In addition, the words "hereof", "herein", "hereunder" and
words of similar import refer to this Agreement as a whole, and not any
particular section or article.

1.3  PRONOUNS.  All pronouns and variations thereof used herein shall,
--------                                                         
regardless of the pronouns actually used, be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the person or persons
may, in the context in which such pronoun is used, require.

ARTICLE 2

AGREEMENT FOR PURCHASE AND SALE

2.1  PURCHASE AND SALE.  For the consideration and subject to the terms and
-----------------                                                     
conditions herein set forth, and in reliance upon the representations,
warranties, covenants and undertakings herein contained, Seller hereby agrees to
sell, transfer, assign, convey, set over and confirm unto Purchaser (or
Purchaser's permitted assignee), and the Purchaser hereby agrees to purchase
from Seller, the Project on the Closing Date, free and clear of all liens,
claims, charges or encumbrances of any kind or nature whatsoever other than the
Permitted Exceptions.

2.2  PURCHASE PRICE.
-------------- 

2.2.1  The Purchase Price for the Project shall be equal to the sum of
(i) Five Hundred Thousand Dollars ($500,000), plus (ii) Twenty Million Two
Hundred Fifty One Thousand One Hundred Fourteen and No/100 Dollars
($20,251,114.00); provided, however, that for each One Dollar ($1.00) that
the 

7

Agreed Total Price (as such amount is defined in the Price Waterhouse
Lease) is reduced below the initially stated amount thereof in the Price
Waterhouse Lease of Twenty Million Four Hundred Twenty One Thousand Nine
Hundred Forty Dollars ($20,421,940), the amount payable under clause (ii)
above shall be reduced as follows: (A) by Sixty Seven and 8/10 Cents
($0.678) until the amount payable under clause (ii) above is reduced to
Nineteen Million Eight Hundred Ninety One Thousand Five Hundred and No/100
Dollars ($19,891,500.00), and (B) by One Dollar ($1.00) (i.e., on a Dollar
for Dollar basis) thereafter. The Purchase Price, less a credit for the
Deposit and subject to prorations and other adjustments as provided for in
this Agreement, shall be payable to Seller by Purchaser by wire transfer or
other immediately available federal funds through the Escrow at Closing. At
Closing, Purchaser shall receive a credit against the Purchase Price in the
amount equal to the aggregate amount of the Interest Differential.

2.2.2  Purchaser may, provided that Purchaser satisfies the Assumption
Conditions (as hereinafter defined), elect to take title to the Project
subject to the Existing Collateral Documents by giving written notice of
such election to Seller on or before the date ten (10) days prior to the
Closing Date.  In such event, Purchaser shall assume and agree to pay, in
accordance with its terms, the outstanding balance of the indebtedness
payable under the Construction Loan on the Closing Date and assume and
agree to perform all duties and obligations of Seller and Carter arising
under the Existing Collateral Documents, in accordance with the terms
thereof, on or after the Closing Date.  Purchaser's taking title to the
Project subject to the Existing Collateral Documents shall be deemed
payment of that portion of the Purchase Price equal to the outstanding
balance of the indebtedness secured by the Existing Collateral Documents on
the Closing Date.  The remainder of the Purchase Price, subject to
prorations and other adjustments as provided for in this Agreement, shall
be payable to Seller by Purchaser by wire transfer or other immediately
available federal funds through the Escrow at Closing.  As used in this
Section, the term "Assumption Conditions" shall mean (i) obtaining the
written consent of the Construction Lender to, and otherwise entering into
such documents as may be required by Construction Lender with respect to,
the foregoing assumption and agreement to pay and perform, and (ii) causing
Seller and Carter to be fully released, in writing, on the Closing Date
from any and all duties, obligations, liabilities and responsibilities
whatsoever under the Construction Loan and the Existing Collateral
Documents, which consent and other documents and release shall be in such
form as may be prescribed by Construction Lender and reasonably
satisfactory to Seller.  In no event whatsoever shall the satisfaction of
the Assumption Conditions or Purchaser's ability to effect such assumption
be deemed to be a condition precedent to the obligations of Purchaser to
purchase the Project and to pay the Purchase Price, and if the Assumption
Conditions are not satisfied prior to the Closing Date or if Purchaser does
not effect such assumption, then Purchaser shall nonetheless purchase the
Project and pay the Purchase Price in accordance with SECTION 2.2.1, above.

8

2.2.3  Notwithstanding the foregoing, in the event the total Project
Costs (as defined in, and as such amount is determined for the purposes of,
the Price Waterhouse Lease) exceed the Purchase Price (as such amount is
determined in accordance with the first sentence of SECTION 2.2.1) by an
amount greater than $500,000.00 (which amount in excess of $500,000.00 is
herein referred to as the "Excess Project Costs"), Seller shall have the
right to terminate this Agreement by giving a written termination notice to
Purchaser on or before the date five (5) business days after the Lease
Commencement Date ("Seller's Termination Notice Date"), which notice shall
be accompanied by an amendment to this Agreement providing for an increase
in the Purchase Price by an amount equal to the Excess Project Costs;
provided, however, if Purchaser executes such amendment and delivers same
to Seller such that Seller actually receives such executed amendment on or
before the date ten (10) business days after Seller's Termination Notice
Date (the "Amendment Delivery Deadline"), or if Purchaser and Seller
execute and deliver such other amendment as is mutually acceptable to
Purchaser and Seller, then the Purchase Price shall be increased by the
Excess Project Costs or as otherwise agreed by Purchaser and Seller,
Seller's written termination notice shall be deemed null and void, and this
Agreement shall continue in full force and effect.  In the event Seller
gives its written termination notice to Purchaser pursuant to the preceding
sentence, and Seller does not actually receive on or before the Amendment
Delivery Deadline the aforesaid amendment executed by Purchaser, then this
Agreement shall terminate as of the date of such written termination notice
and the Deposit shall be returned to Purchaser.

2.3  PUNCH LIST WORK.  The parties acknowledge that certain portions of the
---------------                                                       
Building and the Building Equipment may not have been finally completed on the
Closing Date.  Accordingly, the Architect shall determine the amount (the "Punch
List Amount") as may be necessary to (i) satisfactorily complete any items of
construction, or to provide any items of Building Equipment, required by the
Plans and Specifications which, while substantially complete, have not been
finally completed or provided on the Closing Date, other than the Seasonal Punch
List Work referred to below (the "Regular Punch List Work"); (ii) satisfactorily
complete any landscaping required by the Plans and Specifications which cannot
then be completed on account of weather or the season (the "Seasonal Punch List
Work"); and (iii) correct any material defects ("Defects") in the design or
construction of the Project or the materials incorporated therein (the Defects,
together with the Regular Punch List Work and the Seasonal Punch List Work being
collectively called the "Punch List Work").  If the Punch List Amount exceeds
One Hundred Thousand Dollars ($100,000), the Closing may, at the option of
Purchaser, be deferred until such time as a sufficient amount of work shall have
been performed with respect to the Seasonal Punch List Work, the Defects or the
Regular Punch List Work so that the Punch List Amount shall be reduced to an
amount within the limit prescribed.  As expeditiously and prudently as possible
after the Closing Date, Seller shall complete, or cause to be completed, all of
the Punch List Work.  Seller's covenant to complete the 

9

Punch List Work shall survive the Closing and any release of construction
holdbacks by Price Waterhouse under the Price Waterhouse Lease.

2.4  ASSIGNMENT OF MEMORANDUM FOR RECORD.  Seller and Purchaser will
-----------------------------------                            
execute an assignment of that certain Memorandum of Agreement executed by and
between Seller and TriNet in connection with the Original Agreement, which
assignment shall be substantially in the form of Exhibit E and which may be
recorded by Purchaser in the Office of the County Clerk for Hillsborough County,
Florida for the purpose of placing third parties on notice of the interest of
Purchaser in the Project as evidenced by this Agreement.

2.5  DUE DILIGENCE PERIOD.  There shall be no "due diligence period"
--------------------                                           
hereunder.  Purchaser shall be entitled to rely upon all of the representations
and warranties made by Seller hereunder notwithstanding any examinations,
investigations, inspections or tests made by the Purchaser.  All costs and
expenses incurred by Purchaser shall be borne by Purchaser.

2.6  DEPOSIT.  On or prior to the Effective Date, the sum of Five Million
-------                                                             
Dollars (US$5,000,000) (the "Deposit"), in immediately available federal funds,
evidencing Purchaser's good faith to perform Purchaser's obligations under this
Agreement, shall be deposited by Purchaser with the Atlanta, Georgia office of
the Title Company.

2.6.1  The Deposit shall be held and disbursed by the Title Company
pursuant to the terms of this Agreement. If this Agreement terminates
pursuant to any express right of Purchaser to terminate this Agreement, the
Deposit shall be refunded to Purchaser immediately upon request, and all
further rights and obligations of the parties under this Agreement shall
terminate. If the Closing under this Agreement occurs, the Title Company
shall pay the Deposit to Seller and the Deposit shall be applied against
the Purchase Price due Seller at Closing.

2.6.2  The Deposit shall be held in an account with Construction
Lender or another interest bearing account or security approved by both
Seller and Purchaser; all interest earned on the Deposit shall be deemed
part of, and administered and disbursed in the same manner as, the Deposit.
The Title Company shall not commingle the Deposit with any funds of the
Title Company or others.

2.6.3  Seller and Purchaser mutually agree that in the event of any
controversy regarding the Deposit, unless mutual written instructions are
received by the Title Company directing the Deposit's disposition, the
Title Company shall not take any action, but instead shall await the
disposition of any proceeding relating to the Deposit or, at the Title
Company's option, the Title Company may interplead all parties and deposit
the Deposit with a court of competent jurisdiction in which event the Title
Company may recover all of its court costs 

10

and reasonable attorneys' fees. Whichever of Seller or Purchaser loses in
any such interpleader action shall be solely obligated to pay such costs
and fees of the Title Company, as well as the reasonable attorneys' fees of
the prevailing party in accordance with the other provisions of this
Agreement.

2.6.4  The parties acknowledge that the Title Company is acting solely
as a stakeholder at their request and for their convenience, that the Title
Company shall not be deemed to be the agent of either of the parties for
such purposes, and that the Title Company shall not be liable to either of
the parties for any action or omission on its part taken or made in good
faith, and not in disregard of this Agreement, but shall be liable for its
negligent acts and for any loss, cost or expense incurred by Seller or
Purchaser resulting from the Title Company's mistake of law respecting the
Title Company's scope or nature of its duties with respect to the Deposit.
Seller and Purchaser shall jointly and severally indemnify and hold the
Title Company harmless from and against all costs, claims and expenses,
including reasonable attorneys' fees, incurred in connection with the
performance of the Title Company's duties hereunder with respect to the
Deposit, except with respect to actions or omissions taken or made by the
Title Company in bad faith, in disregard of this Agreement or involving
negligence on the part of the Title Company.

ARTICLE 3

CLOSING

3.1  TIME AND PLACE FOR CLOSING.  The Closing shall take place on the
--------------------------                                      
Closing Date.  If the Closing shall not have occurred on or prior to the Final
Closing Date for any reason other than the default of Purchaser hereunder
(whether or not the failure to close shall be the fault of Seller or shall
result from causes or circumstances beyond Seller's control), Purchaser shall
have the right at any time thereafter to exercise its rights and remedies in
accordance with SECTION 7.2, and until termination of this Agreement by
Purchaser in accordance with SECTION 7.2 this Agreement shall continue in full
force and effect.  The Closing shall take place through an escrow established
with the Title Company (the "Escrow") by means of a so-called New York style
closing, with the concurrent delivery of Seller's deed and other documents of
title, the delivery of the Title Policy (or marked title commitment) described
below, and the payment of the Purchase Price.

3.2  TITLE COMMITMENT.  Purchaser hereby acknowledges receipt of those
----------------                                                 
certain commitments for title insurance issued by Chicago Title Insurance
Company with respect to a portion of the Land (together covering all of the
Land), having an effective date of February 19, 1998 (Commitment No. 209703421),
February 23, 1998 (Commitment No. 209800811), and November __, 1998 (Commitment
No. _____________) (collectively, the "Title Commitment") and containing the
commitment of said 

11

title company to issue its ALTA Form of title insurance policy, in an amount
equal to the Purchase Price. The title commitment so issued shall be later dated
to a date not more than fifteen (15) days prior to the Closing Date. Each title
commitment delivered hereunder shall be conclusive evidence of Good and
Marketable Title as therein shown, subject only to those exceptions as therein
stated. If any later date title commitment discloses exceptions to title other
than the Permitted Exceptions (whether or not the Title Company is prepared to
insure over such exceptions), Seller shall have until the Closing Date to have
those exceptions removed from the commitment or, in the case of exceptions which
may be removed with the payment of money, deliver the undertaking of the Title
Company to insure over such exceptions. If Seller fails to have any such
exceptions removed (or insured over as above provided) on or prior to the
Closing Date, then provided such unpermitted exceptions are not the result of a
breach or default of Seller under SECTION 6.1.5 or SECTION 6.1.9 of this
Agreement, Purchaser may elect (as its sole remedy for Seller's failure to have
such title exceptions removed or insured over), by delivery of notice to that
effect at any time within thirty (30) days after the Closing Date, either (i) to
take title as it then is, with the right to deduct from the Purchase Price liens
or encumbrances of a definite or ascertainable amount (in which case such
exceptions shall thereafter be deemed "Permitted Exceptions"), or (ii) to
terminate this Agreement, and all of the rights and remedies of the parties
hereto, whereupon the Deposit shall be returned to Purchaser. If such
unpermitted exceptions are the result of a breach or default of Seller under
SECTION 6.1.5 or SECTION 6.1.9 of this Agreement, Purchaser shall have the
rights and remedies provided for in SECTION 7.2 hereof in the event of a default
of Seller hereunder.

3.3  TITLE POLICY.  At the Closing and as a condition precedent to the
------------                                                     
obligations of Purchaser hereunder, Seller shall deliver, or cause to be
delivered, to Purchaser a title insurance policy, or a marked final title
commitment, issued by the Title Company (or, if the Title Company does not issue
such policy or marked title commitment, such title insurance policy or marked
final title commitment issued by Chicago Title Insurance Company) in accordance
with its commitment therefor as above set forth in the amount of the Purchase
Price, subject only to the Permitted Exceptions, with affirmative coverage over
any inchoate mechanic's lien claims which may or could be asserted against the
Project by any contractor, subcontractor or materialman furnishing labor or
materials in connection with the Project, with full extended coverage over all
General Exceptions, and containing the following endorsements: 3.1 zoning with
parking; survey; and contiguity and access (the "Title Policy").  The costs of
issuance of the title insurance policy and each of the commitments required to
be delivered hereunder, and any reasonable charges made by the Title Company for
the New York style closing, shall be borne and paid for entirely by Seller
except to the extent that the costs thereof exceed those that would be charged
by the title company delivering the Title Commitment for identical items and
services.

3.4  SURVEY.  Purchaser hereby acknowledges receipt of that certain
------                                                        
boundary survey of the Land dated February 18, 1998, prepared by Polaris
Associates, Inc. as Job No. 007-2346 (the "Initial Survey").  Not less than
fifteen (15) days prior to the Closing, 

12

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 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 and currently in effect and shall contain
and disclose the matters and information set forth in Exhibit F. 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.

3.5  SELLER'S CLOSING DELIVERIES.  At or prior to the Closing, and in
---------------------------                                     
addition to any other instruments, documents or certificates otherwise required
hereunder to be delivered by Seller, Seller shall deliver, or cause to be
delivered, to or at the direction of Purchaser, the following:

3.5.1  A special warranty deed, in recordable form, transferring and
conveying Good and Marketable Title to the Land and the Building to
Purchaser, or an entity designated by Purchaser to take title to the Land
and the Building, subject only to the Permitted Exceptions.

3.5.2  A bill of sale, with special warranties of title subject only
to the Permitted Exceptions, transferring to Purchaser (or its permitted
assignee) the Building Equipment and the Intangibles, and all other items
of personal property to be sold, transferred, assigned or conveyed to
Purchaser hereunder.

3.5.3  An assignment of all of Seller's estate, right, title and
interest as landlord under and pursuant to the Price Waterhouse Lease,
together with all security deposits, if any, made by Price Waterhouse
thereunder, free and clear of any liens, claims, charges or encumbrances of
any kind or nature other than Permitted Exceptions, together with a written
notice from Seller to Price Waterhouse advising of the assignment of the
Price Waterhouse Lease to Purchaser and directing that Price Waterhouse
make all further payments of rent or other sums due under the Price
Waterhouse Lease to, or at the direction of, Purchaser.  Such assignment of
lease shall provide that, subject to the express provisions of this
Agreement to the contrary, (i) Seller shall assume and be responsible for
all obligations of the landlord under the Price Waterhouse Lease relating
to the period prior to the Closing Date, (ii) Purchaser shall assume and be
responsible for all obligations of the landlord under the Price Waterhouse
Lease relating to the period from and after the Closing Date, (iii) without
limitation on the foregoing, Seller shall indemnify, defend and hold
harmless Purchaser from and against and in respect of any and all
liabilities, damages, losses, costs and expenses (including reasonable
attorneys' fees and disbursements) suffered, 

13

incurred or sustained by Purchaser as a result of or by reason of the
representation and warranty set forth in Section 5.2(a) of the Price
Waterhouse Lease being untrue or incorrect as of the Commencement Date (as
defined in the Price Waterhouse Lease), and (iv) each of Purchaser and
Seller shall indemnify, defend and forever hold the other harmless from,
against and in respect of any and all liabilities damages, losses, costs
and expenses (including reasonable attorneys' fees and disbursements)
suffered, incurred or sustained by the indemnified party as a result of or
by reason of the nonperformance of nonsatisfaction of any obligation that
has been assumed by and is the responsibility of the indemnifying party in
accordance with clause (i) or (ii) of this sentence. The indemnification,
defense and hold harmless obligations of Purchaser and Seller set forth in
this SECTION 3.5.3 shall survive the Closing.

3.5.4  Assignments of all of Seller's right, title and interest in, to
and under that certain Assignment Agreement and Amendment and Restatement
of Registration and Commission Agreement between Carter, Seller and CLW
Realty Group, Inc. dated as of the date hereof (as amended, to the extent
such amendments are approved by Purchaser), all contracts, warranties and
guaranties relating to the construction of the Project, all machinery and
equipment included therein, and any service agreements relating to the
operation or maintenance thereof including elevator, maintenance,
landscaping, security and other similar services, including, without
limitation, assignments of the contracts or agreements with the Architect
and the General Contractor, together with a written notice from Seller to
each other party to such contracts advising of the assignment thereof to
Purchaser and directing the delivery of any future notices to Purchaser.
Each assignment of any contract to be assumed by Purchaser shall provide
that, subject to the express provisions of this Agreement to the contrary,
(i) Seller shall assume and be responsible for all obligations of the owner
of the Project thereunder relating to the period prior to the Closing Date,
and (ii) Purchaser shall assume and be responsible for all obligations of
the owner of the Project relating to the period from and after the Closing
Date, and (iii) each of Purchaser and Seller shall indemnify, defend and
forever hold the other harmless from, against and in respect of any and all
liabilities damages, losses, costs and expenses (including reasonable
attorneys' fees and disbursements) suffered, incurred or sustained by the
indemnified party as a result of or by reason of the nonperformance of
nonsatisfaction of any obligation that has been assumed by and is the
responsibility of the indemnifying party in accordance with clause (i) or
(ii) of this sentence.  The indemnification, defense and hold harmless
obligations of Purchaser and Seller set forth in this SECTION 3.5.4 shall
survive the Closing.  In no event shall the assignment by Seller to
Purchaser of any such right, title and interest transfer or assign to
Purchaser any right, title or interest of Seller in or to any claim or
cause of action related to any disputes with any party to any such
contracts, warranties and guaranties relating to the period prior to the
Closing Date.  It is the intention of the parties in interpreting the
assignment set forth in this SECTION 3.5.4 that Purchaser receive the
benefits of the rights, titles and 

14

interests described in this SECTION 3.5.4, but that Seller retain until
final resolution of any such disputes, all other rights and remedies
against any such party which are necessary or appropriate to enable Seller
to resolve any such disputes. Nothing contained herein shall be interpreted
or construed as a transfer or assignment of any rights, benefits or
remedies of Seller which are necessary or appropriate to enable Seller to
fully enforce, through litigation, arbitration or otherwise, all of
Seller's rights under such contracts, warranties and guaranties in respect
thereof. Upon final resolution of any such disputes, and upon request by
Purchaser, Seller shall further assign to Purchaser all of Seller's rights,
benefits and remedies under such contracts, warranties and guaranties.
Until such time as any such disputes are finally resolved, Purchaser shall
not knowingly take any action which would impair Seller's rights under such
contracts, warranties and guaranties in respect of any such disputes, and
Seller shall not knowingly take any action which would impair Purchaser's
rights under such contracts, warranties and guaranties in respect of the
assignment set forth in this SECTION 3.5.4.

3.5.5  Original executed copies of the Price Waterhouse Lease and, to
the extent theretofore delivered or reasonably available to Seller, all
contracts, warranties and guaranties assigned pursuant to SECTION 3.5.4
above.

3.5.6  An owner's affidavit and such other instruments, documents or
certificates (collectively, the "Owner's Affidavit") as may be reasonably
necessary for the issuance by the Title Company of its title insurance
policy in the form hereinabove contemplated, which affidavit shall include
a so-called gap undertaking required in order to effect a New York style
closing and a statement that:  (i) that all bills for labor and material
then furnished on behalf of Seller for construction of the Project have
been paid in full; (ii) that there are no mechanics or other liens or
claims outstanding against the Land or the Project or any part thereof
(except with respect to liens for which a title endorsement has been
approved pursuant to SECTION 3.2 above); (iii) that Seller has paid for and
is the owner of all of the Building Equipment, including the personal
property included therein, free of any security interests, liens or
encumbrances other than the Permitted Exceptions and any security interest
granted in connection with the Construction Loan (except to the extent that
any such Building Equipment is provided by Price Waterhouse and, pursuant
to the terms of the Price Waterhouse Lease, is and remains the sole
property of Price Waterhouse), none of which shall survive Closing; and
(iv) that no bankruptcy or insolvency proceedings have been instituted by
or against Seller, or any partner of Seller.

3.5.7  Seller's Representation and Warranty Certification, executed by
Seller in favor of Purchaser.

3.5.8  Original copies of any required real estate transfer tax
declarations executed by Seller or any other similar documentation required
to evidence the 

15

payment of any tax imposed by the state, county and city on the transaction
contemplated hereby.

3.5.9  An affidavit stating Seller's U.S. taxpayer identification
number and that Seller is a "United States person", as defined by Internal
Revenue Code Section 1445(f)(3) and Section 7701(b).

3.5.10  A certificate from the Architect setting forth the zoning
classification of the Land and the number of Rentable Square Feet in the
Building and stating that the Project complies with all applicable zoning
laws, ordinances and regulations (including laws, ordinances and
regulations prescribing requirements for parking and loading at the
Project).

3.5.11  A guaranty of Carter in the form attached hereto as Exhibit O
whereby Carter guaranties the payment and performance by Seller of the
obligations of Seller hereunder described therein.

3.5.12  Such other instruments, documents or certificates as Purchaser
shall reasonably request in order to consummate the transaction
contemplated by this Agreement.  At the sole discretion of Purchaser, and
subject to Seller's right to defer the Closing Date in accordance with
SECTION 6.3 of this Agreement, if any of the above documents or deliveries
are not delivered at or prior to the Closing, Purchaser may, in addition to
any other remedy it may have hereunder or at law or in equity, elect (i) to
proceed with the Closing, in which event Seller shall continue to be
obligated to make the delivery not made, or (ii) to defer the Closing Date
from time to time, for such period of time as Purchaser may determine with
respect to each such extension, until such time as such delivery is made,
but in no event may Purchaser defer the Closing to a date later than twenty
(20) days after the Closing Date unless Purchaser shall have, prior to such
date, instituted appropriate proceeding seeking specific performance of
Seller's obligations hereunder, or (iii) to terminate this Agreement, and
all of the rights and remedies of the parties hereto by delivery of written
notice to that effect to Seller, whereupon the Deposit will be returned to
Purchaser.

3.6  PURCHASER'S DELIVERIES.  At or prior to the Closing Date Purchaser
----------------------                                            
shall deliver, or cause to be delivered, to Seller, or Seller's designee, in
addition to each of the other instruments, documents, certificates or other
deliveries required to be made hereunder, the following:

3.6.1  The Purchase Price, subject to the prorations and adjustments
as provided herein.

3.6.2  The assumption of assigned contracts relating to the Project
described in SECTION 3.5.4, the assumption of the Price Waterhouse Lease
described in SECTION 3.5.3, and, with respect to the Price Waterhouse
Lease, the 

16

obligations with respect to any security deposits made by Price Waterhouse
thereunder.

3.6.3  Purchaser's Representation and Warranty Certification, executed
by Purchaser in favor of Seller.

3.7  TRANSFER TAXES.  All state, county and local transfer taxes payable in
--------------                                                        
connection with this transaction, if any, shall be borne and paid for
exclusively by Seller notwithstanding that, under the provisions of applicable
statute or ordinance, such tax is to be borne by Purchaser.

3.8  PRORATIONS.  Seller and Purchaser shall make at Closing ordinary and
----------                                                          
usual prorations, which shall be made as of midnight on the day of the Closing,
including prorations for accrued real estate taxes which are not the
responsibility of Price Waterhouse under the Price Waterhouse Lease (which shall
be tentatively prorated on the basis of the most recent ascertainable tax bill
for the Project, and shall be subject to reproration after receipt of the tax
bill for the year or years for which a proration adjustment is made), rent under
the Price Waterhouse Lease, taxes and expenses not reimbursable by Price
Waterhouse under the Price Waterhouse Lease, security deposits and other
deposits by or with Seller which have not been prorated or adjusted at the
Closing Date, and which have not been either paid by or previously deposited
with Purchaser, any special assessments which have been confirmed against the
Land or the Building to the extent the same are not reimbursable by Price
Waterhouse under the Price Waterhouse Lease, any payments made or payable under
any of the contracts assigned to and assumed by Purchaser hereunder to the
extent such payments are not the responsibility of Price Waterhouse under the
Price Waterhouse Lease, any assessments asserted against the Land or the
Building by any owners' association or similar organization with control or
jurisdiction over any portion of the Project not reimbursable by Price
Waterhouse under the Price Waterhouse Lease (based upon a statement of such
owners' organization, if any, and if such statement is not available at Closing
but thereafter becomes available, the parties agree to make the necessary
reprorations) and any other items which are customarily prorated with the
purchase and sale of properties similar to the Project located in the vicinity
of the Project to the extent that such items are not the responsibility of Price
Waterhouse under the Price Waterhouse Lease.

3.9  REPORTING PERSON.  The Title Company shall file the information return
----------------                                                      
for the sale of the Project required by section 6045 of the Internal Revenue
Code of 1986, as amended, and the Income Tax Regulations thereunder.  Seller and
Purchaser hereby designate the Title Company to act as and perform the duties
and obligations of the "reporting person" with respect to the transaction
contemplated by this Agreement for purposes of 26 C.F.R. Section 1.6045-4(e)(5)
relating to the requirements for information reporting on real estate
transactions closed on or after January 1, 1991.

17

ARTICLE 4

Representations and Warranties

4.1  REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce Purchaser to
----------------------------------------                         
execute, deliver and perform this Agreement, and to purchase the Project, Seller
hereby represents and warrants to Purchaser, and each of Purchaser's successors
and assigns, as follows:

4.1.1  Seller is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Georgia and
has the full right, power and authority to enter into this Agreement, and
to perform all of the obligations and liabilities of Seller required to be
performed hereunder.

4.1.2  This Agreement has been duly and validly executed and delivered
by and on behalf of Seller and, assuming the due authorization, execution
and delivery thereof by and on behalf of Purchaser, constitutes a valid,
binding and enforceable obligation of Seller enforceable in accordance with
its terms.  The aforesaid representation and warranty is qualified to the
extent the enforceability of this Agreement may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws of
general application affecting the rights of creditors in general.

4.1.3  Neither the execution and delivery hereof by Seller, nor the
taking by Seller of any actions contemplated hereby, will conflict with or
result in a breach of any of the provisions of, or constitute a default,
event of default or event creating a right of acceleration, termination or
cancellation of any obligation under any instrument, note, mortgage,
contract, judgment, order, award, decree or other agreement or restriction
to which Seller is a party, or by which Seller, or any partner of Seller or
the Project, is a party or otherwise bound.

4.1.4  To Seller's knowledge, Seller has Good and Marketable Title to
the Project, subject only to the Permitted Exceptions, and the lien of
mortgages which, except as provided in SECTION 2.2.2 of this Agreement,
will be released at or prior to the Closing Date.  Seller has no knowledge
of any fact or circumstance which, if known to the Title Company, would
lead the Title Company either to refuse to issue its title insurance policy
as contemplated by the provisions hereof, or to make additional exceptions
to its policy other than the Permitted Exceptions, or to limit its coverage
to less than the amount required hereunder, or to refuse to issue any
endorsements required to be issued under the provisions hereof.

4.1.5  To Seller's knowledge, the Land is properly zoned to permit
construction and operation of the Building thereon as presently planned and
contemplated without violating any applicable zoning or other similar land
use law, statute or ordinance.  To Seller's knowledge, neither the zoning
nor any other 

18

right to construct or use the Building or the Land is to any extent
dependent upon or related to any real estate other than the Land.

4.1.6  The Building, if built and constructed in accordance with the
Plans and Specifications: (i) will, to Seller's knowledge, conform to, and
be in compliance in all material respects with, all applicable federal,
state and local laws and ordinances, including, without limitation, all
zoning, building, health and safety, environmental, land use and
handicapped laws and ordinances; (ii) will not include any Hazardous
Substances; (iii) will contain not less than the number of Rentable Square
Feet required under the Price Waterhouse Lease or otherwise approved by
Price Waterhouse and contain on-site parking for not less than the number
of cars required under the Price Waterhouse Lease or otherwise approved by
Price Waterhouse (including a free standing parking garage with covered
access to the Building and containing not less than the number of covered
parking spaces required under the Price Waterhouse Lease or otherwise
approved by Price Waterhouse); and (iv) will not be located on or over, or
otherwise materially interfere with the use of, any easements now affecting
the Land.  To Seller's knowledge, if constructed in accordance with the
Plans and Specifications, the Building, and all caisson bells and caps,
curtain walls, copings, fascia, window ledges and other architectural trim,
attached thereto or incorporated in the design thereof, will be located
entirely within the lot lines of the Land.  Seller has not granted to any
person, firm or corporation other than Price Waterhouse any possessory
rights or interests in and to the Land, or any part thereof, except for
rights or interests which comprise part of the Permitted Exceptions.

4.1.7  To Seller's knowledge, except as listed on Exhibit H, there are
no claims, causes of action or other litigation or any judicial,
administrative or investigative proceedings pending against Seller with
respect to the ownership or operation of the Project or any part thereof
(including, without limitation, disputes with tenants, governmental
authorities, utilities, contractors, adjoining land owners and suppliers of
goods or services), except possible inchoate mechanic lien claims to be
determined, and which will, at the Closing, be removed or insured over.

4.1.8  Seller is not currently in default under any mortgage,
contract, lease, or other instrument or document to which Seller is a
party, or by which it or any of its properties is bound, which do or could
create a material adverse effect on the Project, or result in a lien or
encumbrance thereon.

4.1.9  Seller is in compliance in all material respects with all
permits currently in effect with respect to the Project, has obtained all
permits required to be obtained by it to the date hereof, and has no
knowledge or reason to believe that any permits hereafter required in
connection with the ownership or operation of the Project will be
unavailable or will not be obtained.

19

4.1.10  Seller has received no written notice of violations of any
laws, ordinances, orders or requirements of any governmental authority,
agency or officer having jurisdiction against or affecting the Project, or
with respect to the operation thereof, which have not been previously
complied with, nor does Seller have any knowledge of any fact or
circumstance which, if known to the appropriate authorities, would result
in the issuance of any such notice of violation.

4.1.11  Exhibit D hereto contains a complete list (to date) of all
Plans and Specifications relating to the Project, including all change
orders, shop drawings, bulletins and other documents varying or
interpreting the architectural or other drawings.  The Project, when
completed in accordance with the Plans and Specifications, and when fully
equipped with all of the Building Equipment, including the items of
personal property referred to in Exhibit A, will be ready for use and in
conformity in all material respects with all applicable laws, rules,
regulations, ordinances and statutes.

4.1.12  To Seller's knowledge, all utilities and utility equipment,
facilities and services required by law or necessary for the operation of
the Project as contemplated by the Plans and Specifications are installed
and connected pursuant to valid permits, or will be so installed and
connected as contemplated by the Plans and Specifications, and are or will
as of the Closing be adequate to serve the Project for Tenant's Intended
Use (as defined in the Price Waterhouse Lease), which utilities include,
without limitation, adequate electrical and sewer services, including storm
sewers, or, if no storm sewers exist, adequate drainage is provided for the
Project through public drainage facilities or on site detention facilities.

4.1.13  Except for the Price Waterhouse Lease, Seller has not entered
into or assumed any lease(s) currently in effect with respect to the
Project, nor has Seller made any binding offers, which are currently
outstanding, for the leasing of any space in the Project.  To Seller's
knowledge, except for the Price Waterhouse Lease there are no leases
currently in effect with respect to the Project, nor are there any binding
offers, which are currently outstanding, for the leasing of any space in
the Project.

4.1.14  The Price Waterhouse Lease is in full force and effect, and
has not been amended or modified except for such amendments or
modifications disclosed to and approved in writing by Purchaser prior to
the effectiveness thereof.  To Seller's knowledge, there is no existing
breach or default by the landlord or by Price Waterhouse under the Price
Waterhouse Lease, and to Seller's knowledge Price Waterhouse has no
defenses, claims or demands against the landlord, under the Lease or
otherwise, which can be offset against rents or other charges to become due
under the Price Waterhouse Lease.  Seller has 

20

received no written notice from Price Waterhouse under the Price Waterhouse
Lease claiming any breach or default by Seller under the Price Waterhouse
Lease. Except as expressly provided in the Price Waterhouse Lease, no money
is owed to Price Waterhouse for improvements or otherwise under the Price
Waterhouse Lease, and no improvement, moving, relocation or other payment
or credit of any kind is presently owed, or will or could become due and
payable, to Price Waterhouse under the Price Waterhouse Lease. Except as
provided in Exhibit K attached hereto, Seller has not entered into any
agreements requiring the payment of any leasing commissions or other
commissions, fees or compensation with respect to the Price Waterhouse
Lease or which could require any payment in the future upon the exercise of
any right or option contained in the Price Waterhouse Lease. Seller has not
assigned, transferred, pledged or encumbered in any manner the Price
Waterhouse Lease or any rents or other amount payable by Price Waterhouse
thereunder except to secure the Construction Loan. To the extent that any
matter set forth in this SECTION 4.1.14 is expressly confirmed by the
tenant estoppel certificate to be executed by Price Waterhouse and
delivered to Purchaser pursuant to this Agreement, such estoppel
certificate shall be deemed to be conclusive evidence of the truth of the
representation and warranty set forth herein with respect to such matters.

4.1.15  Seller has no knowledge that the existing survey previously
delivered or the Survey to be delivered hereunder is inaccurate or
incomplete in any material respect, or fails to disclose any easements,
rights-of-way, encroachments, and other similar matters known to Seller.
For purposes hereof, encroachments include, without limitation, any
encroachments onto the public way or onto adjoining properties by the bells
or other parts of the footings, caissons or foundations of the Building.

4.1.16  The requirements of all covenants, conditions and restrictions
of record relating to the development or construction of the Project,
including all covenants requiring consent from any third party, have been,
or on the Closing Date will be, fully satisfied and complied with in all
material respects.

4.1.17  Attached hereto as Exhibit J is a complete list and
description of all contracts and agreements known to Seller or to which
Seller is a party relating to or affecting the Land or the development or
construction of the Building thereon, including without limitation any
contracts or agreements with the Architect, General Contractor, any
construction manager, other professionals or specialists, or utility
companies, Purchaser hereby acknowledging receipt of a copy of each such
contract and agreement so listed.  All such contracts or agreements listed
on said Exhibit J are in full force and effect, and may be transferred and
assigned without the consent or approval of any person, firm or corporation
except as otherwise noted on said Exhibit.  To Seller's knowledge, neither
party to any such contract is in default thereunder and no event has
occurred which, with the mere 

21

passage of time or the delivery of notice or both, would constitute a
default or breach thereunder.

4.1.18  Except as permitted by applicable Environmental Laws, and
except as disclosed by any environmental Studies delivered to Purchaser
hereunder, to Seller's knowledge no Hazardous Substances are present in, on
or under the Project, and there is no present Release or threatened Release
of any Hazardous Substances in, on or under the Project.  Seller has never
used the Project or any part thereof, and Seller has never permitted any
person to use the Project or any part thereof, for the production,
processing, manufacture, generation, treatment, handling, storage or
disposal of Hazardous Substances in violation of Environmental Laws.  To
the knowledge of Seller without independent inquiry, no underground or
above-ground storage tanks are or were located in, on, under or about the
Project.  To Seller's knowledge, the Project and every part thereof, and
all operations and activities therein and thereon and the use and occupancy
thereof, comply in all material respects with all applicable Environmental
Laws, and neither Seller nor any person using or occupying the Project or
any part thereof is violating any Environmental Laws.  Seller has not
received any written notice that any claim, demand, action or proceeding of
any kind relating to any past or present Release or threatened Release of
any Hazardous Substances in, on or under the Project or any past or present
violation of any Environmental Laws at the Project has been made or
commenced or is pending against Seller, or to Seller's knowledge (without
independent inquiry) is being threatened or contemplated by any person.

4.1.19  To Seller's knowledge:  (i) no condemnation of any portion of
the Land, (ii) no condemnation or relocation of any public roadways
abutting the Land, and (iii) no denial of access to the Land from any point
of public access to the Land has commenced or is contemplated by any
governmental authority.

4.1.20  To Seller's knowledge, there are no donations of monies or
land or payments, other than general real estate taxes, for schools, parks,
fire departments or any other public facilities or for any other reason
which are or will be required to be made by an owner of the Project.

4.1.21  To Seller's knowledge, there are no obligations burdening the
Project created by any so-called "recapture agreement" involving refund for
sewer or water extension or other improvement to any sewer or water
systems, oversizing utility, lighting or like expense or charge for work or
services done upon or relating to the Project which will bind the Purchaser
or the Project from and after the closing.

4.1.22  The information to be furnished by Seller on which the
computation of prorations is based shall be true, correct and complete in
all respects.

22

4.1.23  Carter, or an affiliate of Carter, is the limited partner of
Seller owning ninety nine percent (99%) of the partnership interests in
Seller.  Carter & Associates Enterprises, Inc., a Georgia corporation
("General Partner"), is the sole general partner of Seller, owning one
percent (1%) of the partnership interests in Seller.  The members of Carter
own one hundred percent (100%) of the outstanding shares of General
Partner.  The members of Carter are in control of Seller and General
Partner, and have the full right, power and authority to cause Seller to
execute and deliver this Agreement and perform its obligations hereunder.
All actions taken by General Partner in its capacity as general partner of
Seller are fully binding upon, and enforceable against, Seller.

4.1.24  Wherever in this Agreement there is any reference to the
"knowledge" of Seller or to any "notice" having been "received" by Seller,
in any variation of such references, such references:  (i) shall mean only
the actual knowledge of, or notice actually received personally by Philip
S. Stevenson, A. Trent Germano, Ken Mattie or Bradley D. Reese after a
review of their respective files and after reasonable inquiry of relevant
factual matters; (ii) shall not include any actual, imputed or constructive
knowledge of any officer, agent, employee or affiliate of Philip S.
Stevenson, A. Trent Germano, Ken Mattie, Bradley D. Reese, or Seller, or
any other person or entity, or any notice actually or constructively
received by any officer, agent, employee or affiliate of Philip S.
Stevenson, A. Trent Germano, Ken Mattie, Bradley D. Reese, or Seller, or
any other person or entity; and (iii) shall not be deemed to imply that
Seller, Philip S. Stevenson, A. Trent Germano, Ken Mattie, Bradley D.
Reese, or any other person or entity has undertaken, or has any duty or
obligation to undertake, any investigation or inquiry with respect to the
subject matter thereof other than a review of their respective files and
reasonable inquiry of relevant factual matters.  Philip S. Stevenson, A.
Trent Germano, Ken Mattie and Bradley D. Reese are the individuals
responsible for the operation, management and construction of the Project
and, as such, are adequately informed to make the representations and
warranties herein restricted to Seller's knowledge or other similar
restrictions.  The foregoing representation and warranty is not limited to
the knowledge of any particular individual.

4.2  REPRESENTATIONS AND WARRANTIES OF PURCHASER.  To induce Seller to
-------------------------------------------                      
execute, deliver and perform this Agreement, and to sell the Project to
Purchaser, Purchaser hereby represents and warrants to Seller as follows:

4.2.1  Purchaser is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Delaware, with
full right, power and authority to enter into (or to assume the obligations
under) this Agreement, and to perform all of the obligations and
liabilities of Purchaser required to be performed hereunder.

23

4.2.2  Wells Real Estate Investment Trust, Inc., is (i) the sole
general partner of Purchaser, and (ii) a corporation duly organized,
validly existing and in good standing under the laws of the State of
Maryland, with full right, power and authority to cause Purchaser to enter
into (or to assume the obligations under) this Agreement and to perform all
of the obligations and liabilities of Purchaser required to be performed
hereunder.  All actions taken by Wells Real Estate Investment Trust, Inc.
in its capacity as general partner of Purchaser are fully binding upon, and
enforceable against, Purchaser.

4.2.3  This Agreement has been duly and validly executed and delivered
by and on behalf of Purchaser, and, assuming the due authorization,
execution and delivery thereof by and on behalf of Seller, constitutes a
valid, binding and enforceable obligation of Purchaser enforceable in
accordance with its terms.  On the Closing Date, and after acquisition of
the Project by Purchaser, Purchaser will, by virtue of its assumption of
the liabilities and obligations of Purchaser hereunder, become bound by all
of the obligations and liabilities of Purchaser herein set forth, and the
same shall constitute a valid, binding and enforceable obligation of
Purchaser enforceable in accordance with its terms.  The aforesaid
representation and warranty is qualified to the extent the enforceability
of this Agreement may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or other similar laws of general application
affecting the rights of creditors in general.

4.2.3  Neither the execution and delivery hereof by Purchaser, nor the
taking by Purchaser of any actions contemplated hereby, will conflict with
or result in a breach of any of the provisions of, or constitute a default,
event of default or event creating a right of acceleration, termination or
cancellation of any obligation under any instrument, note, mortgage,
contract, judgment, order, award, decree or other agreement or restriction
to which Purchaser, or any successor in interest to Purchaser hereunder, is
a party or by which Purchaser, or any such successor in interest, is
otherwise bound.

4.3  SURVIVAL.  Except for (i) the representations and warranties of Seller
--------                                                              
with respect to its ownership and the condition of its title to the Project
(which shall terminate concurrently with the Closing); (ii) facts or
circumstances, the occurrence of which have been disclosed to Purchaser or
Seller (as applicable) in writing prior to Closing; (iii) acts done or suffered
to be done by Seller pursuant to and in accordance with the provisions of this
Agreement; and (iv) any matters which do not materially adversely affect the
rights or benefits to be acquired by Purchaser as part of the transaction
contemplated hereby, the occurrence or avoidance of which was beyond the control
of Seller, the representations and warranties contained in this Article 4 shall
be deemed re-made and re-published on and as of the Closing Date and shall
survive the Closing hereunder and the delivery of the deed and other documents
required to be delivered pursuant hereto for a period of one (1) year after the
Closing.

24

ARTICLE 5

Conditions Precedent to Closing

5.1  CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. Satisfaction on or
-----------------------------------------------                    
prior to the Closing Date of each of the following shall be a condition
precedent to the obligations of Purchaser to purchase the Project and to pay the
Purchase Price:

5.1.1  Seller shall have fully performed and complied, in all material
respects, with all of its obligations, covenants, liabilities and
undertakings (including, without limitation, its obligations, covenants,
liabilities and undertakings under SECTION 3.5 of this Agreement), and
shall not be in breach or default, hereunder as of the Closing Date.

5.1.2  Except for (i) facts or circumstances, the occurrence of which
have been consented to or approved in writing by Purchaser, (ii) acts done
or suffered to be done by Seller pursuant to and in accordance with the
provisions of this Agreement, and (iii) any matters which do not materially
adversely affect the rights or benefits to be acquired by Purchaser as part
of the transaction contemplated hereby, the occurrence or avoidance of
which was beyond the reasonable control of Seller, each of the
representations and warranties of Seller contained herein shall be true and
correct in all material respects on and as of the Closing Date, as though
remade and republished on and as of the Closing Date.

5.1.3  There shall have been delivered to Purchaser, not less than
five (5) days prior to the Closing Date, copies of (i) all building permits
and other necessary governmental licenses or approvals required in
connection with the development and operation of the Project (to the extent
such permits are issuable as of the Closing Date); (ii) true and correct
copies of the most recent real estate tax bills and notices of assessed
valuation pertaining to the Project; (iii) true and correct copies of all
insurance policies and certificates of insurance in Seller's possession
relating to the Project or delivered to Seller by Price Waterhouse under
the Price Waterhouse Lease.

5.1.4  The Project shall have been Substantially Completed (as defined
in the Price Waterhouse Lease) in accordance with the Price Waterhouse
Lease.

5.1.5  As of the Closing Date there shall have been no material damage
or destruction to all or any portion of the Project that has not been
restored to the reasonable satisfaction of Purchaser (and an appropriate
holdback shall be established at the Closing to cover the estimated cost of
repair of any minor items of damage).  As of the Closing Date, there shall
be no condemnation or eminent domain proceedings initiated or threatened
which might result in the taking of any material portion of the Land or the
Project.  For purposes of this SECTION 5.1.5, a 

25

"material" portion of the Land shall be deemed to be any portion which: (i)
equals five percent (5%) or more of the total land area of the Project;
(ii) reduces the number of parking spaces available to the Project to an
amount less than four (4) parking spaces for every one thousand (1,000)
Rentable Square Feet in the Building; (iii) results in the termination of
the Price Waterhouse Lease (and the Closing shall be delayed until Price
Waterhouse's right to terminate the Price Waterhouse Lease on account of
any such condemnation or eminent domain proceeding has been irrevocably
waived); (iv) reduces the rentals payable under the Price Waterhouse Lease;
(v) reduces the number of Rentable Square Feet of the Building; or (vi)
materially restricts access to the Project.

5.1.6  On the Closing Date there shall have been delivered to
Purchaser a copy of each certificate of occupancy issued upon completion of
the Project by the appropriate governmental agency or department having
authority over the issuance thereof (such certificate of occupancy to cover
the so-called "shell building" and any space in the Project which has been
completed for occupancy by Price Waterhouse) if such agency or department
issues the same at the stage of building completion of the Building as of
the Closing Date.

5.1.7  There shall be no proceeding pending before any court, quasi-
judicial body or administrative or governmental agency, relating to the
validity of the proposed or actual use of the Project on the Closing Date.

5.1.8  On the Closing Date the Project, and the operation thereof,
will not be in material violation of any applicable federal or state law,
or any ordinance, order or regulation of any governmental or quasi-
governmental agency having jurisdiction over the Project, except to the
extent that any such violation shall be remedied by the performance of the
Punch List Work.

5.1.9  On or before the Closing Date, Seller shall deliver to
Purchaser as built drawings depicting the Project as constructed, such
drawings to be delivered on a CAD disk.

5.1.10  If required by applicable law, the Land shall have been
properly platted and subdivided.

5.1.11  Seller shall have obtained and delivered to Purchaser an
estoppel certificate of Price Waterhouse, as tenant under the Price
Waterhouse Lease, in substantially the form attached hereto as Exhibit L
and dated not earlier than twenty (20) days prior to the Closing Date.

5.1.12  With respect to the assignment of the contract with the
General Contractor, there shall have been delivered to Purchaser, at or
prior to the Closing, a written instrument from the General Contractor
whereby the General Contractor consents to the assignment of its contract,
warranties and guaranties.

26

5.1.13  Any zoning variance now in effect with respect to the Project
shall, on the Closing Date, continue to be in effect and shall not have
been revoked, canceled, terminated or modified.

5.1.14  As of the Closing Date, neither the Land nor any portion of
the Land or the Building shall comprise part of a tax parcel which includes
property other than property comprising all or a portion of the Land or the
Building or both.

5.2  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER.  Satisfaction in
-------------------------------------------------                  
full of each of the following shall be a condition precedent to the obligations
of Seller hereunder:

5.2.1  Purchaser shall have paid the Purchase Price at the Closing as
herein provided, and shall have fully satisfied and performed all of its
other covenants and obligations hereunder.

5.2.2  All of the representations and warranties of Purchaser
hereunder shall be true and correct on and as of the Closing Date as though
remade and republished as of said date.

5.3  WAIVER.  Each of the parties hereto shall have the right, in the
------                                                          
exercise of their sole and absolute discretion, but under no circumstances shall
be obligated, to waive or defer compliance by the other party with any of the
above conditions precedent to the respective obligations of said party,
provided, however, no waiver shall be effective unless set forth in a written
instrument, executed by the waiving party and delivered to the other party.  No
act or circumstance, other than the delivery of a written waiver as contemplated
by the preceding sentence, shall be deemed to constitute a waiver.

5.4  COVENANT TO SATISFY CONDITIONS; EFFECT OF FAILURE TO SATISFY.  Seller
------------------------------------------------------------         
hereby agrees to use its best 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, and Purchaser hereby agrees to use its best
efforts to cause all of the conditions precedent to the obligations of Seller
hereunder to be fully satisfied, performed and discharged on or prior to the
Closing Date.  If either Purchaser or Seller fails fully to satisfy, perform or
discharge any of the aforesaid conditions precedent, and if the performance,
satisfaction and discharge thereof is within the ability of said party to
control and such failure remains uncured for a period of fifteen days after the
Closing Date, the failure thereof shall constitute a default hereunder entitling
the other party to have and exercise all of the rights, powers and remedies
provided herein.

27

ARTICLE 6

SELLER'S COVENANTS PENDING CLOSING DATE

6.1  SELLER'S COVENANTS.  In addition to each of the covenants,
------------------                                        
undertakings and obligations of Seller herein contained, Seller hereby covenants
and agrees that, from and after the date hereof it will fully perform and comply
with the following:

6.1.1  Seller agrees that it shall, with diligence and continuity,
cause the Project to be completed in accordance with the Price Waterhouse
Lease.

6.1.2  Attached hereto as Exhibit D is an identification of a complete
set of Plans and Specifications for the Project. The Plans and
Specifications shall not be modified or changed in any manner requiring the
approval of any applicable governmental authorities having jurisdiction
over the Project without such approval having been first obtained.

6.1.3  Seller shall cause all amendments to the Plans and
Specifications to be prepared in compliance in all material respects with
(x) the requirements and standards set forth in the Price Waterhouse Lease,
(y) all applicable governmental requirements, and (z) all private
covenants, conditions and restrictions of record that encumber all or any
part of the Land. Seller shall not amend the Plans and Specifications
without the prior written consent of Purchaser, except as otherwise
expressly permitted herein. Purchaser's approval of the Plans and
Specifications shall not constitute, and shall not be deemed to constitute,
an acknowledgment by Purchaser that the Plans and Specifications comply
with the requirements of the immediately preceding sentence, nor shall
Purchaser's approval of the Plans and Specifications in any way constitute
a waiver of (or diminish Seller's obligation to satisfy fully) the
requirements of the immediately preceding sentence.

6.1.4  Seller shall not make or permit to be made any material changes
in the Plans and Specifications (whether such material change is to be made
by means of change orders, architectural bulletins, shop drawings and other
forms of alterations or revisions to the Plans and Specifications), or any
material changes or alterations in the Project, which are not in conformity
with the Plans and Specifications, without in each case the prior written
consent of Purchaser, which consent shall not be unreasonably withheld or
delayed. If Seller or Price Waterhouse proposes any material changes in the
Plans and Specifications, or in the Building, by change order or otherwise,
Seller shall notify Purchaser in writing with respect thereto describing
the nature of the change order, the purpose thereof, and the effect of such
change order on the Project Budget. For purposes hereof a "material change"
in the Plans and Specifications shall mean any change which materially
affects the number of Rentable Square Feet in the Building, materially
affects the quality of materials or construction used in the Building or
the general design of the Building, has or could have the effect of
materially

28

increasing the operating costs for the Project or delaying the completion
of the Project by more than thirty (30) days, or requires the consent of
Price Waterhouse under the Price Waterhouse Lease.

6.1.5  Seller shall not in any manner sell, convey, assign, transfer
or encumber the Project or the Price Waterhouse Lease or any part thereof
or interest therein (except to secure, refinance or extend the Construction
Loan and except for Permitted Exceptions), or otherwise dispose of the
Project or the Price Waterhouse Lease, or any part thereof or interest
therein, or alter or amend the zoning classification of the Project, or
otherwise perform or permit any act or deed which shall materially
diminish, encumber or affect Seller's rights in and to the Project or
prevent it from performing fully its obligations hereunder, nor enter into
any agreement to do so.

6.1.6  Seller will cause to be maintained in full force and effect the
insurance coverage described in Exhibit M, each of which liability
insurance policies shall name Purchaser as an additional insured thereunder
as its interest may appear.  Seller will deliver to Purchaser photocopies
of the original policies of insurance, and original certificates therefor.

6.1.7  Seller shall maintain, or cause to be maintained, complete
books and records with respect to the Project.  At all reasonable times,
and upon prior notice, Purchaser shall have the right, from time to time
upon request therefor, to inspect and make copies of all books and records
of Seller relating to the Project, and Seller agrees to cause the same to
be made available to Purchaser for such purpose during regular business
hours at the principal offices of Seller located in Atlanta, Georgia or, at
Seller's option after notice to Purchaser, at or in the vicinity of the
Project.

6.1.8  Except as otherwise herein expressly provided, Seller shall not
enter into any service, management or maintenance contract, or amend,
cancel or otherwise revise any such contract or agreement currently in
effect, without the prior written consent of Purchaser, except that Seller
shall have the right, without the consent of Purchaser, to enter into any
such contracts which are either terminable by Seller (or, after the Closing
Date, by Purchaser) upon not more than thirty (30) days notice, or which,
by their terms, have been fully performed, complied with or terminated (and
are of no further force or effect) on or as of the Closing Date.

6.1.9  Except for the liens and encumbrances evidencing or securing
the Construction Loan, Seller shall not create any liens or encumbrances of
any kind or nature with respect to the Project other than the Permitted
Exceptions, and, in the event any lien or encumbrance (other than a lien or
encumbrance created by Purchaser or by any person, firm or corporation
claiming, by, through or under Purchaser) shall at any time hereafter be
filed or recorded against the Project, or

29

any part thereof, Seller shall (or, in the case of encumbrances, shall use
its best efforts to) promptly cause the same to be released or bonded over
or insured over by the Title Company.

6.1.10  At all reasonable times after Seller's acquisition of the
Land, and upon the request by Purchaser, Seller shall grant to Purchaser
and its engineers, architects and other agents or representatives of
Purchaser, access to the Project for the purpose of making a physical
inspection thereof, and each of its component parts; provided, however, all
such persons shall comply with reasonable safety requirements of Seller,
and Seller shall have no liability or obligation to any of such persons for
any injury or loss suffered while said persons are upon the Project.
Purchaser shall restore the Land to its condition existing immediately
before Purchaser's entry upon the Land, and Purchaser shall indemnify and
defend Seller against and hold Seller harmless from all claims, demands,
liabilities, losses, damages, costs and expenses, including reasonable
attorneys' fees and disbursements (collectively, "Claims"), in any manner
------                 
arising from or caused by Purchaser in connection with entry on the Land by
Purchaser pursuant to this SECTION 6.1.10; provided, however, Purchaser's
foregoing obligations shall not include any obligation or duty with respect
to Claims (including Claims that the Land has declined in value) arising
out of, resulting from or incurred in connection with (i) the discovery or
presence of any Hazardous Substances on the Land not brought on the Land by
Purchaser or the Release (other than by Purchaser) of any Hazardous
Substances on the Land, or (ii) the results, findings, tests or analyses of
Purchaser's environmental investigation of the Land.

6.1.11  Seller shall report to Purchaser in writing, from time to
time, but not less frequently than monthly, as to (i) the progress of
construction of the Project (such reports to include, without limitation,
an updated construction schedule, photographs of construction progress to
date, a detailed description of issues adversely affecting the construction
schedule or costs, and a monthly progress report of the General
Contractor); and (ii) such other information with respect to the Project
and its operation as Purchaser may reasonably request from time to time.
Seller shall report to Purchaser in writing any construction defects or
material deviations from the Plans and Specifications promptly upon Seller
becoming aware of same, which notice shall describe the nature of such
defect or deviation in reasonable detail.  Seller's failure to fulfill any
of the covenants set forth in this SECTION 6.1.11 shall not be deemed to be
a default by Seller under this Agreement unless such failure materially
prejudices Purchaser's rights or interests under this Agreement.

6.1.12  Seller shall deliver or cause to be delivered to Purchaser,
promptly upon receipt thereof by Seller, copies of any written notices of
default, or the occurrence of any event which could result in a default,
under the Construction Loan or under any mortgage, lease, contract or
agreement now or at any time

30

hereafter in effect with respect to the Project, and shall report to
Purchaser, from time to time, the status of any alleged default thereunder.
Seller's failure to fulfill any of the covenants set forth in this SECTION
6.1.12 shall not be deemed to be a default by Seller under this Agreement
unless such failure materially prejudices Purchaser's rights or interests
under this Agreement.

6.1.13  Seller shall advise Purchaser in writing, promptly upon
obtaining actual knowledge of the occurrence of any event or circumstance
which constitutes a breach of any of the representations or warranties or
covenants of Seller herein contained, which notice shall describe the
nature of such event or circumstance in reasonable detail.  Seller agrees
that it will use its best efforts at all times to correct any such event or
circumstance within Seller's reasonable control and, to the extent the same
is within the reasonable control of Seller, to cause all representations
and warranties of Seller herein contained to be true and correct on and as
of the Closing Date, and to cause Seller to be in compliance with its
covenants and obligations hereunder.  Seller's failure to fulfill any of
the covenants set forth in this SECTION 6.1.13 shall not be deemed to be a
default by Seller under this Agreement unless such failure materially
prejudices Purchaser's rights or interests under this Agreement.

6.1.14  Seller shall pay, or cause to be paid, all installments of
general real estate taxes, special taxes or assessments, service charges,
water and sewer charges, private maintenance charges, and other prior lien
charges by whatever name called, which are due and payable on or prior to
the Closing Date.

6.1.15  Seller shall advise Purchaser promptly in writing of the
receipt, by Seller or any of its affiliates, of notice of:  (i) the
institution or threatened institution of any judicial, quasi-judicial or
administrative inquiry or proceeding with respect to the Project; (ii) any
notice of violation issued by any governmental or quasi-governmental
authority with respect to the Project, (iii) any proposed special
assessments, or (iv) any defects or inadequacies in the Project or any part
thereof issued by any insurance company or fire rating bureau.  Seller's
failure to fulfill any of the covenants set forth in this SECTION 6.1.15
shall not be deemed to be a default by Seller under this Agreement unless
such failure materially prejudices Purchaser's rights or interests under
this Agreement.

6.1.16  With respect to any warranties or guaranties relating to the
Project which are assigned, or required to be assigned, to Purchaser
pursuant to SECTION 3.5.4 and which, by their terms or otherwise expire,
terminate or lapse at any time prior to the date two (2) years following
the Substantial Completion Date (as defined in the Price Waterhouse Lease)
(the "Warranty Date"), Seller hereby assumes and agrees to pay, perform and
discharge all of the liabilities and obligations of the various
contractors, suppliers and others providing warranties or guarantees as
above provided for the period from the date of expiration thereof to and
including the Warranty Date, it being the intention of the parties hereto
that

31

such guarantees or warranties which have expired, terminated or lapsed
prior to the Warranty Date shall be extended by the provisions of this
SUBSECTION 6.1.16 and shall be the liability and obligation of Seller
during such extended period. The warranties and guarantees covered by the
provisions of this SUBSECTION 6.1.16 shall include, but shall not be
limited to, those referred to on Exhibit N hereof.

6.1.17  Between the date of this Agreement and the Closing Date,
Seller shall: (i) not use, produce, process, manufacture, generate, treat,
handle, store or dispose of any Hazardous Substances in, on or under the
Project, or use the Project for any such purposes, in violation of any
Environmental Laws, or (except in the ordinary course of the development
and construction of the Project, but in no event in violation of any
Environmental Law) Release any Hazardous Substances into any air, soil,
surface water or groundwater comprising the Project, or knowingly permit
any person using or occupying the Project or any part thereof to do any of
the foregoing; (ii) give notice to Purchaser promptly after Seller obtains
any information indicating that any Hazardous Substances may be present or
any Release or threatened Release of Hazardous Substances may have occurred
in, on or under the Project (or any nearby real property which could
migrate to the Project) or that any violation of any Environmental Laws may
have occurred at the Project, together with a reasonably detailed
description of the event, occurrence or condition in question; and (iii)
promptly furnish to Purchaser copies of all written communications received
by Seller from any person (including notices, complaints, claims or
citations that any Release or threatened Release of any Hazardous
Substances or any violation of any Environmental Laws has actually or
allegedly occurred) or given by Seller to any person concerning any past or
present Release or threatened Release of any Hazardous Substances in, on or
under the Project (or any nearby real property which could migrate to the
Project) or any past or present violation of any Environmental Laws at the
Project.  Seller's failure to fulfill any of the covenants set forth in
clauses (ii) or (iii) of this SECTION 6.1.17 shall not be deemed to be a
default by Seller under this Agreement unless such failure materially
prejudices Purchaser's rights or interests under this Agreement.

6.2  DEFERRAL OF CLOSING DATE BY PURCHASER.  Anything herein contained to
-------------------------------------                               
the contrary notwithstanding, Purchaser, at its option, shall have the right to
defer the Closing Date in any of the following circumstances:

6.2.1  Seller shall have failed to obtain any license or permit
required to be obtained on or prior to the Closing Date as a result of
which the Building may not be lawfully used or occupied for its intended
purpose;

6.2.2  There shall have been instituted any material litigation or
other judicial or quasi-judicial proceedings relating to the validity of
the proposed or actual use of the Project, the Land or any part thereof;

32

6.2.3  The Title Company shall fail to issue the later date
endorsement referred to in SECTION 3.2;

6.2.4  Seller has intentionally failed or refused to satisfy, perform
or discharge any of its covenants, obligations or undertakings hereunder,
it being presumed that Seller shall have acted intentionally if it shall
have failed to so satisfy, discharge or perform any covenant or obligation
the satisfaction or performance of which was within its reasonable control.

If Purchaser elects to defer the Closing Date, it shall so notify Seller in
writing thereof, and the Closing Date shall be deferred until such time as the
event or events giving rise to the deferral shall have been satisfactorily
resolved in accordance with the provisions of this Agreement, or shall have been
waived by Purchaser in writing.

6.3  DEFERRAL OF CLOSING DATE BY SELLER.  Anything herein contained to the
----------------------------------                                   
contrary notwithstanding, Seller, at its option, shall have the right to defer
the Closing Date in any of the following circumstances:

6.3.1  Without limiting Seller's obligation to use best efforts to
satisfy any conditions precedent on or prior to the Closing Date, the
failure to satisfy, perform or discharge any of the conditions precedent to
Purchaser's obligations under this Agreement which are within the
reasonable control of Seller;

6.3.2  Purchaser has intentionally failed or refused to satisfy,
perform or discharge any of its covenants, obligations or undertakings
hereunder, it being presumed that Purchaser shall have acted intentionally
if it shall have failed to so satisfy, discharge or perform any covenant or
obligation the satisfaction or performance of which was within its
reasonable control.

If Seller elects to defer the Closing Date, it shall so notify Purchaser in
writing thereof, and the Closing Date shall be deferred until such time as the
event or events giving rise to the deferral shall have been satisfactorily
resolved in accordance with the provisions of this Agreement, or shall have been
waived by Seller or Purchaser (as applicable) in writing, but in no event beyond
the Final Closing Date.

6.4  PURCHASER'S OPTION TO COMPLETE CONSTRUCTION AND PAY OBLIGATIONS.  If
---------------------------------------------------------------     
Seller fails to perform any of its covenants or obligations required to be
performed by Seller on or prior to the Closing Date with respect to construction
of the Project or shall otherwise fail to perform any of its other covenants or
obligations hereunder, and such failure shall continue for a period of thirty
(30) business days after written demand from Purchaser to Seller, and if such
failure continues for an additional ten (10) business days after written demand
from Purchaser to Seller setting forth Seller's failure in reasonable detail,
then provided such failure is susceptible of cure, Purchaser, at its option, at
any time thereafter, shall have the right to complete such construction, or pay
or otherwise

33

satisfy any of the other obligations of Seller hereunder, either before, during
or after the commencement of any other proceedings for the enforcement of the
provisions of this Agreement, and may expend such sums as Purchaser in its
reasonable discretion deems proper in order to complete such work or perform
such obligation; provided, however, Purchaser shall have no right to complete
said construction or perform said obligations if, within the aforesaid period of
thirty (30) business days or within the ten (10) business days following
delivery of Purchaser's second notice, Seller has fully performed or completed
the same, or, with respect to any matters which, by their nature cannot be fully
completed within the aforesaid period, Seller shall have, within said period,
commenced to perform or complete the same and shall thereafter, with due
diligence, proceed with the full performance and completion thereof. If
Purchaser completes such work or performs such obligations, any amounts expended
by Purchaser in connection therewith shall, in addition to any other right or
remedy which Purchaser may have hereunder or at law or in equity, be set-off
against any amounts which may at any time thereafter be due or owing by
Purchaser to Seller, or which Purchaser is otherwise required to pay hereunder.

6.5  CASUALTY DAMAGE.  If, before the Closing Date, the improvements
---------------                                                
comprising a part of the Project are damaged by any casualty and as a result of
such damage Price Waterhouse terminates the Price Waterhouse Lease, Purchaser
shall have the right, by giving notice to Seller within thirty (30) days after
Seller gives notice of the occurrence of such casualty to Purchaser, to
terminate this Agreement, in which event this Agreement shall terminate and the
Deposit shall be returned to Purchaser.  If, before the Closing Date, the
improvements comprising a part of the Project are damaged by any casualty and
Purchaser does not have the right to terminate this Agreement as provided in
this SECTION 6.5, or if Purchaser has the right to terminate this Agreement
pursuant to this SECTION 6.5 but Purchaser does not exercise such right, then
this Agreement shall remain in full force and effect and Seller shall use its
reasonable good faith efforts to complete the repair or replacement of such
improvements prior to the Final Closing Date and the Closing shall be postponed
until such repair or replacement is completed; provided, that Purchaser may
terminate this Agreement as of the Final Closing Date (whereupon the Deposit
will be returned to Purchaser) if Seller has not completed the repair or
replacement work on or prior to the Final Closing Date.  Seller shall give
notice to Purchaser immediately after the occurrence of any damage to the
improvements on the Project by any casualty.

6.6  EMINENT DOMAIN.  If, before the Closing Date, proceedings are
--------------                                               
commenced for the taking by exercise of the power of eminent domain of all or
any material portion of the Project, Purchaser shall have the right, by giving
notice to Seller within thirty (30) days after Seller gives notice of the
commencement of such proceedings to Purchaser, to terminate this Agreement, in
which event this Agreement shall terminate.  If Purchaser has the right to
terminate this Agreement as provided in this SECTION 6.6 but Purchaser does not
exercise such right, or if Purchaser does not have the right to terminate this
Agreement pursuant to this SECTION 6.6, then this Agreement shall remain in full
force and effect and, if the purchase and sale of the Project contemplated by
this Agreement is thereafter actually consummated, on the Closing Date, the

34

condemnation award (or, if not theretofore received, the right to receive such
award) payable on account of the taking shall be transferred to Purchaser.
Seller shall give notice to Purchaser immediately after Seller's receiving
notice of the commencement of any proceedings for the taking by exercise of the
power of eminent domain of all or any part of the Project.  Purchaser shall have
a period of thirty (30) days (or such shorter period as Purchaser may elect by
giving notice to Seller) after Seller has given the notice to Purchaser required
by this SECTION 6.6 to evaluate the extent of the taking and make the
determination as to whether to terminate this Agreement.  If necessary, the
Closing Date shall be postponed until Seller has given the notice to Purchaser
required by this SECTION 6.6 and the period of thirty (30) days described in
this SECTION 6.6 has expired.  For purposes of this SECTION 6.6, a 'material'
portion of the Project shall be deemed to be any portion which: (i) equals five
percent (5%) or more of the total land area of the Project; (ii) reduces the
number of parking spaces available to the Project to an amount less than four
(4) parking spaces for every one thousand (1,000) Rentable Square Feet in the
Building; (iii) results in the termination of the Price Waterhouse Lease (and
the Closing shall be delayed until Price Waterhouse's right to terminate the
Price Waterhouse Lease on account of any such condemnation or eminent domain
proceeding has been irrevocably waived); (iv) reduces the rentals payable under
the Price Waterhouse Lease; (v) reduces the number of Rentable Square Feet of
the Building; or (vi) materially restricts access to the Project.

ARTICLE 7

DEFAULT

7.1  PURCHASER'S DEFAULT.  If (a) Purchaser defaults hereunder, (b) Seller
-------------------                                                  
is not then in default hereunder, and (c) such default remains uncured five (5)
business days after written notice from Seller if such default is susceptible of
cure (or, if such default is susceptible of cure but cannot reasonably be cured
within such five [5] business day period and Purchaser commences to cure such
default within said five [5] business day period and diligently pursues the same
to completion, such default remains uncured twenty [20] business days after
written notice from Seller, but in no event beyond the Final Closing Date), then
Seller may, at its sole election and as its sole and exclusive remedies,
terminate this Agreement, whereupon the Deposit shall be paid to Seller as
liquidated damages to recompense Seller for time spent, labor and services
performed, and the loss of its bargain.  Purchaser and Seller agree that it
would be impracticable or extremely difficult to affix damages if Purchaser so
defaults and that the Deposit (including the interest thereon) represents a
reasonable estimate of Seller's damages.  Seller agrees to accept the Deposit as
Seller's sole remedy at law if Purchaser defaults in its obligation to close
hereunder.

7.2  SELLER'S DEFAULT.  If (a) Seller defaults hereunder, (b) Purchaser is
----------------                                                     
not then in default hereunder, and (c) such default remains uncured five (5)
business days after written notice from Purchaser if such default is susceptible
of cure (or, if such default is

35

susceptible of cure but cannot reasonably be cured within such five [5] business
day period and Seller commences to cure such default within said five [5]
business day period and diligently pursues the same to completion, such default
remains uncured twenty [20] business days after written notice from Purchaser,
but in no event beyond the Final Closing Date), then Purchaser may, at its sole
election and as its sole and exclusive remedies:

7.2.1  Terminate this Agreement; or

7.2.2  Assert and seek judgment for specific performance; provided,
that in connection with such specific performance remedy:

(A) Purchaser shall be entitled to recover from Seller the
monetary damages incident to the remedy of specific performance under
law or equity and in any event specifically including the monetary
damages reasonably sustained by Purchaser due to its inability to use
the Project and collect sums due under the Price Waterhouse Lease from
the date that the Closing would have occurred but for Seller's default
until the date on which final judgment is entered against Seller in
such suit, which shall include lost interest on such sums had they
been received and invested in United States Treasury obligations or
similar secure, short-term money market investments, but specifically
excluding consequential, exemplary or punitive damages;

(B) Seller shall not be entitled to assert any equitable
defenses to such specific performance action which are not related to
Seller's ability to obtain the practical realization of the rights and
benefits to be obtained by Seller pursuant to the transaction
contemplated by this Agreement; and

(C) If an act or omission of Seller makes the remedy of
specific performance unavailable or impracticable, Purchaser shall
have such other remedies as are available to it at law or in equity on
account of Seller's default.

Purchaser's exercise of its remedies pursuant to the foregoing SUBSECTION 7.2.2
shall not preclude it from subsequently abandoning its pursuit of specific
performance and exercising the remedy described in the foregoing SUBSECTION
7.2.1.

ARTICLE 8

DISCLAIMER

8.1  DISCLAIMER.  OTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS,
----------                                                            
WARRANTIES, COVENANTS, GUARANTIES OR OTHER

36

UNDERTAKINGS OR OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT OR
INCORPORATED HEREIN BY REFERENCE (INCLUDING WITHOUT LIMITATION ANY EXHIBITS
ATTACHED HERETO AND ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH), SELLER DOES
NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY
THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED
IN CONNECTION WITH THE CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL
SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO
MATTERS OF TITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE SET FORTH IN THE
SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING AND OTHER THAN TO THE EXTENT OF
ANY EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS OR GUARANTIES OF SELLER SET
FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY REFERENCE [INCLUDING WITHOUT
LIMITATION ANY EXHIBITS ATTACHED HERETO AND ANY DOCUMENT DELIVERED IN CONNECTION
HEREWITH]), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION,
VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS, SUITABILITY OR
FITNESS OF THE PROPERTY FOR ANY PURPOSE, MERCHANTABILITY, OR ANY OTHER MATTER OR
THING RELATING TO OR AFFECTING THE PROPERTY OR THAT THE USE OR SALE OF THE
PROPERTY WILL NOT VIOLATE THE TRADEMARK, COPYRIGHT OR PATENT RIGHTS OF ANY
PERSON (HEREINAFTER COLLECTIVELY CALLED THE "DISCLAIMED MATTERS"). BUYER WILL
CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME
AND, UPON CLOSING, OTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS,
WARRANTIES, COVENANTS, GUARANTIES OR OTHER UNDERTAKINGS OR OBLIGATIONS OF SELLER
SET FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY REFERENCE (INCLUDING
WITHOUT LIMITATION ANY EXHIBITS ATTACHED HERETO AND ANY DOCUMENT DELIVERED IN
CONNECTION HEREWITH) SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT
NOT LIMITED TO, THE DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER'S
INSPECTIONS AND INVESTIGATIONS. OTHER THAN TO THE EXTENT OF ANY EXPRESS
REPRESENTATIONS, WARRANTIES, COVENANTS, GUARANTIES OR OTHER UNDERTAKINGS OR
OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY
REFERENCE (INCLUDING WITHOUT LIMITATION ANY EXHIBITS ATTACHED HERETO AND ANY
DOCUMENT DELIVERED IN CONNECTION HEREWITH), SELLER SHALL SELL AND CONVEY TO
BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY "AS IS", "WHERE IS", AND WITH ALL
FAULTS, AND THERE ARE

37

NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING
THE PROPERTY BY SELLER OR ANY THIRD PARTY EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 8.1 SHALL SURVIVE THE
CONSUMMATION OF THE PURCHASE AND SALE OF THE PROPERTY ON THE CLOSING DATE, THE
DELIVERY OF THE DEED AND THE PAYMENT OF THE PURCHASE PRICE, WITHOUT REGARD TO
ANY GENERAL LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT.

ARTICLE 9

ASSIGNMENT

9.1  ASSIGNMENT BY PURCHASER. This Agreement may not be assigned by
-----------------------                                       
Purchaser, in whole or in part, without the prior written consent of Seller,
which consent shall not be unreasonably withheld or conditioned; provided,
however, that Purchaser may assign this Agreement at or prior to the Closing to
an entity controlled by Purchaser or under common control with Purchaser without
the prior written consent of Seller. No such assignment shall relieve Purchaser
of liability for the performance of Purchaser's duties and obligations under
this Agreement.

9.2  COLLATERAL ASSIGNMENT BY SELLER.  This Agreement may be collaterally
-------------------------------                                     
assigned to the Construction Lender as additional security for the Construction
Loan. The form of assignment shall provide that such assignment becomes absolute
only upon the Construction Lender or its designee acquiring title to the Project
by foreclosure or deed in lieu of foreclosure. Seller may not assign this
Agreement, in whole or in part, to any other party.

ARTICLE 10

CERTAIN ADDITIONAL AGREEMENTS

10.1 TRINET KNOWLEDGE.  All knowledge of TriNet as of the Effective Date
----------------                                                   
with respect to the Project, the Original Agreement, this Agreement, or
otherwise with respect to the transaction that is the subject of the Original
Agreement or this Agreement is hereby imputed to Purchaser such that all such
knowledge shall be deemed knowledge of Purchaser and shall be binding upon
Purchaser. The reference in the preceding sentence to the "knowledge" of TriNet:
(i) shall mean only the actual knowledge of David Yeager and ________________;
and (ii) shall not include any actual, imputed or constructive knowledge of any
officer, agent, employee or affiliate of TriNet other than David Yeager and
________________.

38

10.2 TRINET CONSENT OR OTHER ACTIONS.  Any consent or other actions of
-------------------------------                                  
TriNet on or before the Effective Date, whether express or implied, with respect
to the Project, the Original Agreement, this Agreement, or otherwise with
respect to the transaction that is the subject of the Original Agreement or this
Agreement shall be deemed to be the consent or actions of Purchaser and shall be
binding upon Purchaser.

10.3 NOVATION; RATIFICATION.  This Agreement is not intended to be, nor
----------------------                                            
shall it constitute, a novation of the Original Agreement. Purchaser hereby
ratifies the Original Agreement, as amended and modified herein.

ARTICLE 11

MISCELLANEOUS

11.1 NOTICES.  Except as otherwise provided in this agreement, all
-------                                                      
notices, demands, requests, consents, approvals and other communications
required or permitted to be given hereunder, or which are to be given with
respect to this Agreement, shall be in writing and shall be deemed delivered
upon the personal delivery thereof, or by delivery by facsimile electronic
transmission, or on the next business day following delivery to a reliable and
recognized air freight delivery service for next business day delivery, or on
the third (3rd) business day following deposit in the United States mail,
Certified Mail, Return Receipt Requested, provided such notices shall be
addressed or delivered to the parties at their respective addresses set forth
below, or, if to be delivered by electronic facsimile transmission, then at
their respective facsimile telephone numbers set forth below. 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, demand,
request, consent, approval or other communication. Any party, by written notice
to the others in the manner herein provided, may designate an address different
from that stated below. Copies of any notices, demands, requests, consents,
approvals or other communications delivered hereunder shall, concurrently with
the delivery thereof, be delivered to the additional parties set forth below by
the same means of delivery used for delivery thereof to the contracting parties
(except in the case of personal delivery, in which case either one or more of
the alternate means of delivery may be selected for the delivery of copies):

39

With respect to deliveries to Purchaser:
--------------------------------------- 

Wells Real Estate Funds
3885 Holcomb Bridge Road
Atlanta, Georgia 30092
Attn:  Mr. Michael C. Berndt
Facsimile:  (770) 840-7224

With a copy to:

William O'Callaghan, Jr., Esq.
O'Callaghan & Stumm, LLP
127 Peachtree Street
The Candler Building
Suite 1330
Atlanta, Georgia 30303
Facsimile:  (404) 522-3080

With respect to deliveries to Seller:
------------------------------------ 

Carter Sunforest, L.P.
1275 Peachtree Street
Atlanta, Georgia 30367
Attention:  Mr. Philip S. Stevenson
Facsimile:  404/888-3344

with a copy to:

Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, Georgia 30309-4530
Attention:  M. Andrew Kauss, Esq.
Facsimile:  404/815-6555

All costs and expenses of the delivery of notices hereunder shall be borne
and paid for by the delivering party, and no notice shall be deemed to have been
validly delivered hereunder unless delivery charges shall have been prepaid.

11.2  ENFORCEMENT COSTS.  In the event either party retains counsel for the
-----------------                                                    
purpose of collecting any sums required to be paid to such party under the
provisions of this Agreement, or otherwise for the purpose of enforcing any of
the provisions of this Agreement, the prevailing party in any such proceeding
shall be entitled to reimbursement for its reasonable costs and expenses of
prosecuting or defending such

40

proceeding, as the case may be, including, without limitation, reasonable
attorneys' fees and expenses.

11.3  BROKERAGE.  Seller and Purchaser each hereby represent and warrant to
---------                                                            
the other that neither has dealt with any broker or finder in connection with
the sale or purchase of the Project; provided, however, each of Seller and
Purchaser acknowledge that Carter is entitled to a brokerage commission as set
forth in the Assignment and Assumption Agreement.  Each of Seller and Purchaser
agrees to indemnify, defend and hold the other harmless of and from any and all
manner of claims, liabilities, loss, damage, attorneys' fees and expenses,
incurred by either party and arising out of, or resulting from, any claim by any
such broker or finder in contravention of its representation and warranty herein
contained.

11.4  INDEMNITIES.  Seller hereby agrees to indemnify, defend and hold
-----------                                                     
Purchaser free and harmless of and from any and all Claims of any kind or
nature, arising out of or based on any failure of Seller to perform all
obligations of Seller in accordance with the Price Waterhouse Lease or any
contracts or permits relating to the construction, ownership, operation, leasing
of the Project (or any event by Seller or condition that, after notice or the
passage of time, or both, would constitute a breach, default or violation by
Seller) under any of the foregoing arising on or prior to the Closing Date, or
any personal injury or property damage (other than damage to the Land, the
Building or the Building Equipment) occurring in, on or about the Project before
the Closing Date, except to the extent any of the foregoing shall be expressly
assumed by Purchaser pursuant to the provisions hereof. With respect to any
liabilities or obligations which, after the Closing Date, are the liabilities or
obligations of Purchaser under the provisions of this Agreement, or which have
been expressly assumed in writing by Purchaser, or which arise solely as a
result of the acts of Purchaser, Purchaser shall indemnify, defend, and hold
Seller, and each partner of Seller, free and harmless from any and all Claims in
connection therewith.

11.5  AMENDMENTS.  This Agreement may not be altered, modified, extended,
----------                                                         
revised or changed, nor may any party hereto be relieved of any of its
liabilities or obligations hereunder, except by a written instrument duly
executed by each of the parties hereto.  Any such written instrument entered
into in accordance with the provisions of the preceding sentence shall be valid
and enforceable notwithstanding the lack of separate legal consideration
therefor.

11.6  FURTHER ASSURANCES.  Each of the parties hereto, including Purchaser,
------------------                                                   
shall, at any time after the Closing Date, or at any other relevant time,
execute and deliver such further instruments, documents and certificates, and do
such further acts and things, as may be required by law or which may be
appropriate in order to carry out the intent and purposes of this Agreement.

11.7  GOVERNING LAW.  This Agreement is made pursuant to, and shall be
-------------                                                   
governed by and construed in accordance with the laws of the State of Florida.

41

11.8   HEADINGS.  Section and article headings used herein are for
--------                                                   
convenience of reference only and shall have no legal effect.

11.9   COUNTERPARTS.  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 be deemed to be one agreement.

11.10  BINDING EFFECT.  This Agreement shall be binding upon and shall
--------------                                                 
inure to the benefit of the parties hereto, their successors, permitted assigns,
heirs and legal representatives and any person who shall have acquired any of
their interests or rights of any party hereto in accordance with this Agreement.

11.11  SEVERABILITY.  In the event any provision of this Agreement is held
------------                                                       
to be invalid, the remainder of this Agreement shall nevertheless be deemed to
be valid and effective and fully enforceable.

11.12  ENTIRE AGREEMENT.  This Agreement, and the Exhibits herein referred
----------------                                                   
to, constitutes the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements or
understandings.

11.13  NO THIRD PARTY BENEFICIARIES.  Each of the covenants, undertakings
----------------------------                                      
and agreements of the parties hereto are intended solely for the benefit of the
other party or parties hereto, and their successors in interest and assigns, and
are not intended for the benefit of, and may not be enforced by, any third
parties.

11.14  CONSTRUCTION.  Seller and Purchaser acknowledge that each party and
------------                                                       
its counsel have reviewed and revised this Agreement and that the rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any document executed and delivered by either party in connection with the
transactions contemplated by this Agreement.

11.15  TERMS GENERALLY.  The defined terms in this Agreement shall apply
---------------                                                  
equally to both the singular and the plural forms of the terms defined.  The
term "person" includes individuals, corporations, partnerships, trusts, other
legal entities, organizations and associations, and any government or
governmental agency or authority.  The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
The words "approval," "consent" and "notice" shall be deemed to be preceded by
the word "written."

11.16  WAIVERS.  No waiver of any provision of this Agreement or of any
-------                                                         
breach of this Agreement shall be effective unless such waiver is in writing and
signed by the waiving party and any such waiver shall not be deemed a waiver of
any other provision of this Agreement or any other or subsequent breach of this
Agreement.

42

11.17  CONFIDENTIALITY.  Seller covenants that it shall not disclose the
---------------                                                  
existence of this Agreement and its terms to any person (other than the recorded
Memorandum of Agreement provided for in SECTION 2.5), except on a strictly
confidential basis to (i) the Title Company, (ii) Price Waterhouse in connection
with Seller's efforts to obtain the Estoppel Certificate, (iii) Seller's
contractors, and (iv) Seller's directors, officers, affiliates, employees,
attorneys, lenders and advisors who are directly involved in Seller's
obligations under this Agreement.  Prior to Closing Seller shall not make, and
Seller shall use its best efforts to ensure that the foregoing third parties do
not make, any public announcement of this Agreement or the transactions
contemplated by this Agreement without the prior written consent of Purchaser,
which consent may be withheld by Purchaser in its sole and absolute discretion,
unless such public announcement is necessary to comply with applicable law.
After Closing Seller shall not make, and Seller shall use its best efforts to
ensure that the foregoing third parties do not make, any public announcement of
this Agreement or the transactions contemplated by this Agreement for a period
of five (5) business days without the prior written consent of Purchaser.

11.18  EXHIBITS.  Each and every Exhibit referred to or otherwise mentioned
--------                                                            
in this Agreement is attached to this Agreement and is and shall be construed to
be made a part of this Agreement by such reference or other mention at each
point at which such reference or other mention occurs, in the same manner and
with the same effect as if each Exhibit were set forth in full every time it is
referred to or otherwise mentioned.

11.19  CONSIDERATION FOR INDEMNITIES.  Whenever there appears in this
-----------------------------                                 
Agreement an indemnification provision within the purview of Section 725.06,
Florida Statutes, the sum of $10.00 has been paid as specific consideration
therefor to the indemnifying party and such party hereby acknowledges the
adequacy and sufficiency of such consideration and the receipt thereof.

11.20  NON-DISCLOSURE.  No information or contents of any Studies or
--------------                                               
environmental reports, nor the results of any investigation of the Project,
including, but not limited to, the contents of the report issued in connection
therewith, shall be disclosed by Purchaser or its agents, consultants or
employees to any third party without Seller's prior written approval (which
approval shall not be unreasonably withheld, conditioned or delayed), unless and
until Purchaser is legally compelled to make such disclosure under applicable
laws or until Purchaser consummates its purchase of the Project pursuant to this
Agreement.  Notwithstanding the foregoing, Purchaser may disclose such matters
to Purchaser's consultants and Purchaser's directors, officers, employees, legal
counsel and lenders or prospective lenders (hereinafter collectively called the
"Related Parties") who, in Purchaser's reasonable opinion, must know such
information for the purpose of evaluating the same for Purchaser as a potential
purchaser of the Project.  Purchaser shall take commercially reasonable actions
to ensure that any Related Parties to whom such documents, items or information
are furnished not make the same available or disclose the contents thereof to
any person.  If this Agreement is terminated for any reason other than the
default of Seller, Purchaser shall promptly return to Seller any and all
documents, plans and other items furnished to Purchaser or any Related Parties
by Seller

43

pursuant to this SECTION 11.20 without retaining copies thereof. The provisions
of this SECTION 11.20 shall survive any termination or cancellation of this
Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

PURCHASER:               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
--------------------------------------
Name: Leo F. Wells, III
---------------------------------- 
Title: President
----------------------------------

SELLER:                  CARTER SUNFOREST, L.P., a Georgia limited
- ------                   partnership

By:  Carter & Associates Enterprises, Inc., a
Georgia corporation, its general partner

By: /s/ Bradley D. Reese
---------------------------------------
Name:  Bradley D. Reese
----------------------------------
Title: Senior Vice President
---------------------------------

44

INDEX OF EXHIBITS

Exhibit A    -    Schedule of Building Equipment
Exhibit B    -    Project Budget
Exhibit C    -    Schedule of Permitted Exceptions
Exhibit D    -    Schedule of Plans and Specifications
Exhibit E    -    Memorandum of Agreement
Exhibit F    -    Purchaser Survey Requirements
Exhibit G    -    Intentionally omitted
Exhibit H    -    Schedule of Claims, Litigation and Proceedings
Exhibit I    -    Intentionally omitted
Exhibit J    -    Schedule of Contracts and Agreements
Exhibit K    -    Schedule of Leasing Commissions
Exhibit L    -    Form of Price Waterhouse Estoppel Certificate
Exhibit M    -    Schedule of Insurance
Exhibit N    -    Schedule of Warranties and Guaranties
Exhibit O    -    Form of Carter Guaranty Agreement
Exhibit P    -    Legal Description of the Land
Exhibit Q    -    Schedule of Existing Collateral Documents

45

EXHIBIT 10.38

ASSIGNMENT AND ASSUMPTION AGREEMENT

BETWEEN TRINET CORPORATE REALTY TRUST, INC.

AND

WELLS OPERATING PARTNERSHIP, L.P.

EXECUTION COUNTERPART

ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "AGREEMENT") is made as of
DECEMBER 4, 1998 (the "EFFECTIVE DATE"), by and between TRINET CORPORATE REALTY
TRUST, INC., a Maryland corporation ("ASSIGNOR"), and WELLS OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership ("ASSIGNEE").

RECITALS
--------

A.  Assignor and Carter Sunforest, L.P., a Georgia limited partnership
("SELLER") entered into that certain Purchase Agreement dated as of March 30,
1998 (the "PURCHASE AGREEMENT"), pursuant to which Assignor agreed to purchase,
and Seller agreed to sell, certain property located in Sunforest Executive
Center, Tampa, Florida to be improved with a four-story building containing
approximately 132,610 Rentable Square Feet, subject to the terms and conditions
set forth therein.

B.  Assignor, Seller and SouthTrust Bank, National Association ("LENDER")
entered into that certain TriParty Agreement dated on or about March 30, 1998
(the "TRIPARTY AGREEMENT") in connection with a mortgage loan of even date
therewith from Lender to Seller secured, inter alia, by the Project.

C.  Assignor desires to assign all of its rights and obligations as
purchaser under the Purchase Agreement to Assignee, and Assignee desires to
assume all of Assignor's rights and obligations as purchaser under the Purchase
Agreement, on the terms and conditions hereafter set forth.

D.  Assignor desires to assign all of its rights and obligations under the
TriParty Agreement to Assignee, and Assignee desires to assume all of Assignor's
rights and obligations under the TriParty Agreement, on the terms and conditions
hereafter set forth.

NOW THEREFORE, in consideration of the mutual premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  DEFINED TERMS.  All terms used herein but not defined herein shall have
-------------                                                          
the same meaning for purposes hereof as they do for purposes of the Purchase
Agreement.

2.  ASSIGNMENT PRICE; DEPOSIT INTO ESCROW.
------------------------------------- 

(a) The price for the assignment of the Purchase Agreement and the TriParty
Agreement (the "ASSIGNMENT PRICE") shall be FOUR HUNDRED TWENTY THOUSAND AND
NO/100 DOLLARS ($420,000.00).

(b) Within two (2) business days after the execution hereof by both
parties, the parties shall establish a strict joint order escrow with the
Atlanta, Georgia office of Chicago Title Insurance Company ("ESCROW HOLDER").
The terms and conditions set forth in this Agreement shall constitute both an
agreement between Assignor and Assignee and escrow instructions for Escrow
Holder.  Assignor and Assignee shall promptly execute and deliver to Escrow
Holder any separate or additional escrow instructions requested by Escrow Holder
which are consistent with the terms of this Agreement.  Any separate or
additional instructions shall not modify or amend the provisions of this
Agreement unless otherwise expressly set forth by mutual consent of Assignor and
Assignee.

(c) Within two (2) business days after the execution hereof by both
parties, Assignee will deposit the entire Assignment Price with the Escrow
Holder.  The Assignment Price shall be non-refundable to Assignee on and after
the Effective Date except as expressly provided herein.  The failure of Assignee
to timely deposit the full Assignment Price into Escrow shall be a material
breach under this Agreement entitling Assignor to terminate this Agreement by
written notice to Assignee.  The Assignment Price shall at all times prior to
Closing be invested in United States treasury obligations, or such other
interest bearing accounts or securities as are approved by Assignee and Assignor
in writing; all interest earned on the Assignment Price until the Closing (or,
if Assignee earlier defaults in its obligations as purchaser under the Purchase
Agreement on or after the Effective Date, until the date of such default) shall
be paid or credited to Assignee.  All interest earned on the Assignment Price
shall be paid to Assignor, at Closing, or otherwise to Assignee.

3.  DUE DILIGENCE.  Assignee acknowledges that, on or before the date of
-------------                                                       
this Agreement, Assignor has delivered to Assignee legible copies of the
following documents:

(1) Assignment Agreement and Amendment and Restatement of Registration
and Commission Agreement by and among CLW Realty Group, Carter &
Associates, L.L.C. and Seller with respect to the Price Waterhouse Lease;

(2) Seller's existing title insurance policy with respect to the
Project, together with all documents referred to therein as exceptions to
title;

(3) All existing boundary and topographical surveys with respect to
the Land;

2

(4)  All Plans and Specifications with respect to the Project;

(5)  A site plan with respect to the Project;

(6)  All environmental Studies with respect to the Land, including,
without limitation, any wetlands Studies;

(7)  The Price Waterhouse Lease;

(8)  The Purchase Agreement; and

(9)  The TriParty Agreement.

4.  ASSIGNMENT AND ASSUMPTION.
------------------------- 

(a) Effective as of the Release Date (as hereinafter defined), Assignor
hereby assigns and transfers to Assignee all right, title and interest of
Assignor in, to and under (i) the Purchase Agreement, and (ii) the TriParty
Agreement.

(b) Effective as of the Release Date, Assignee hereby accepts the foregoing
assignment, and assumes and agrees to perform and discharge all of the
covenants,  agreements, duties and obligations in the Purchase Agreement and the
TriParty Agreement to be performed by Assignor thereunder.

(c) For purposes of this Agreement, the term "RELEASE DATE" means the date
on the which the latest of the following occurs, if at all:  (I) the timely
deposit of the Assignment Price, in good funds, in accordance with the terms of
this Agreement and receipt by Seller from Escrow Holder of written confirmation
of such deposit; (II) the timely deposit of the Deposit (as such term is defined
in that certain Amended and Restated Purchase Agreement dated on or about the
date hereof by and between Seller and Assignee (the "AMENDED AND RESTATED
PURCHASE AGREEMENT")), in good funds, in accordance with the terms of the
Amended and Restated Purchase Agreement and receipt by Seller from the Title
Company (as defined in the Amended and Restated Purchase Agreement) of written
confirmation of such deposit; and (III) the receipt by Seller of the
Acknowledgment, Consent and Agreement of Lender to this Agreement, duly executed
by Lender, in the form attached hereto or in such other form as may be
acceptable to Seller in its sole and absolute judgment and discretion.

5.  CLOSING.   On the date of the Closing under the Purchase Agreement, the
-------                                                                
Escrow Holder shall pay (i) the Assignment Price, less the Commission (as
hereinafter defined), to Assignor by federal funds wire transfer or other
immediately available funds, and (ii) the Commission to Broker (as hereinafter
defined) by federal funds wire transfer or other immediately available funds.
If the Closing fails to occur because of a default by Assignee in its
obligations as purchaser under the Purchase Agreement, Escrow Holder 

3

shall pay the Assignment Price to Assignor upon demand by Assignor and neither
party shall have any further liability or obligation to the other. If the
Closing fails to occur because of a default by Seller in its obligations under
the Purchase Agreement or the failure to satisfy a condition precedent to the
purchaser's obligations under the Purchase Agreement, this Agreement shall
terminate and all sums deposited with the Escrow Holder shall be refunded to
Assignee upon demand by Assignee and neither party shall have any further
liability or obligation to the other.

6.  ASSIGNOR'S WARRANTIES; DISCLAIMER OF ADDITIONAL WARRANTIES.
---------------------------------------------------------- 

(a) Assignor represents and warrants to Assignee that:  (i) Assignor is not
in default under the Purchase Agreement or the TriParty Agreement; (ii) to
Assignor's knowledge, Seller is not in default under the Purchase Agreement or
the TriParty Agreement; (iii) to Assignor's knowledge, Lender is not in default
under the TriParty Agreement; and (iv) except to the extent disclosed to
Assignee, Assignor has no knowledge as of the Effective Date, and has not given
its consent or undertaken any other action on or before the Effective Date,
whether express or implied, with respect to the Project, the Purchase Agreement,
the Amended and Restated Purchase Agreement, or otherwise with respect to the
transaction that is the subject of the Purchase Agreement or the Amended and
Restated Purchase Agreement that would have a materially adverse effect on the
Project, the Purchase Agreement, the Amended and Restated Purchase Agreement, or
otherwise with respect to such transaction.

(b) Assignee warrants and acknowledges to and agrees with Assignor that,
except as expressly set forth in this Agreement, Assignee is assuming the rights
and obligations of Assignor under the Purchase Agreement and the TriParty
Agreement specifically and expressly without any warranties, representations or
guarantees, either express or implied, of any kind, nature, or type whatsoever
from or on behalf of Assignor.

7.  FURTHER ASSURANCES.  Assignor and Assignee agree to execute such other
------------------                                                    
documents and perform such other acts as may be reasonably necessary or proper
and usual to effect this Assignment.

8.  SUCCESSORS AND ASSIGNS.  This Assignment shall be binding upon and
----------------------                                            
shall inure to the benefit of Assignor and Assignee and their respective
personal representatives, heirs, successors and assigns.

9.  BROKERS.  Assignor and Assignee each represent that they have dealt
-------                                                            
with no real estate brokers with respect to this Agreement other than Carter &
Associates, L.L.C. ("BROKER") and, to their knowledge, no other broker initiated
or participated in the negotiation of this Agreement.  Assignee agrees to
indemnify, defend and hold Assignor harmless from all claims from any real
estate broker other than Broker for commission or fees in connection with this
Agreement arising from or based upon any act or agreement of Assignee.  Assignor
shall be solely responsible for the payment of a commission to Broker in the
amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) 

4

(the "COMMISSION"). Assignor agrees to indemnify, defend and hold Assignee
harmless from all claims from any real estate broker other than Broker for
commission or fees in connection with this Agreement arising from or based upon
any act or agreement of Assignor.

10.  NOTICES.  All notices and other communications required or permitted
-------                                                             
hereunder shall be in writing and shall be mailed, hand delivered, sent by
Federal Express or other recognized overnight courier service or sent by
facsimile, to the parties as follows:

To Assignee:

Wells Real Estate Funds
3885 Holcomb Bridge Road
Atlanta, Georgia 30092
Attn: Mr. Michael C. Berndt
Facsimile: (770) 840-7224

With a copy at the same time to:

William O'Callaghan, Jr., Esq.
O"Callaghan & Stumm, LLP
127 Peachtree Street
The Candler Building
Suite 1330
Atlanta, Georgia 30303
Facsimile: (404) 522-3080

To Assignor:

TriNet Corporate Realty Trust, Inc.
1000 Westlakes Drive
Suite 150
Berwyn, Pennsylvania 19312
Attn: Mr. David Yeager
Facsimile: (610) 640-5829

5

With copies at the same time to:

TriNet Corporate Realty Trust, Inc.
One Embarcadero Center
Suite 3300
San Francisco, California 94111
Attn: James H. Ida
Facsimile: (415) 391-6259

and

Leonard X Rosenberg, Esq.
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois  60603
Facsimile: (312) 702-7711

or to such additional or other persons, at such other address or addresses as
may be designated by notice from Assignor or Assignee, as the case may be, to
the other.  Notices by mail shall be sent by United States certified or
registered mail, return receipt requested, postage prepaid, and shall be deemed
given and effective two business days following posting in the United States
mails.  Notices by hand delivery or facsimile shall be deemed given and
effective upon the delivery thereof.  Notices by overnight courier shall be
deemed given and effective on the first business day following the delivery
thereof to Federal Express or another recognized overnight courier service.

11.  ATTORNEYS' FEES.  In the event of any legal action or proceeding
---------------                                                 
between Assignor and Assignee arising from or based on this Agreement, the
unsuccessful party to such action or proceeding shall pay to the prevailing
party all costs and expenses, including reasonable attorneys' fees and
disbursements, incurred by such prevailing party in such action or proceeding
and in any appeal in connection therewith.  If such prevailing party recovers a
judgment in any such action, proceeding or appeal, such costs, expenses and
attorneys' fees and disbursements shall be included in and as a part of such
judgment.  Without limiting the generality of the foregoing, in the event that
Assignor is the prevailing party in any such action, proceeding or appeal and is
delayed in receiving the Assignment Price because of any such action, proceeding
or appeal, Assignee shall also pay to Assignor interest on the Assignment price
at twelve percent (12%) per annum from the date on which the Assignment Price
would otherwise have been paid to Assignor hereunder until the date on which the
Assignment Price, together with interest as set forth herein, is actually paid
to Assignor.

12.  ENTIRE AGREEMENT.  This Agreement, the Acknowledgment, Consent and
----------------                                                   
Agreement of Seller attached hereto, and the Acknowledgment, Consent and
Agreement of Lender attached hereto represent the entire agreement among the
parties hereto with respect to the subject hereof and supersede all prior
negotiations, either written or oral, including but not limited to any letters
of intent.

6

13.  RECITALS INCORPORATED.  The Recitals set forth in the preamble to this
---------------------                                                 
Agreement are incorporated herein by reference and made a part of this
Agreement.

14.  COUNTERPARTS.  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 be deemed to be one agreement.

15.  CONSTRUCTION.  Assignor and Assignee acknowledge that each party and
------------                                                        
its counsel have reviewed and revised this Agreement and that the rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any document executed and delivered by either party in connection with the
transactions contemplated by this Agreement.

16.  AMENDMENTS.  This Agreement may not be altered, modified, extended,
----------                                                         
revised or changed, nor may any party hereto be relieved of any of its
liabilities or obligations hereunder, except by a written instrument duly
executed by each of the parties hereto to which Seller and Lender has consented.

17.  ESCROW FEES.  One-half (1/2) of any escrow fees and other expenses
-----------                                                     
charged by the Escrow Holder shall be borne and paid by Assignor, and the other
one-half (1/2) of such fees and expenses shall be borne and paid by Assignee.

18.  SURVIVAL.  The provisions of this Agreement shall survive the
--------                                                     
assignment and assumption of the Purchase Agreement contemplated hereby.

19.  CONDITION PRECEDENT.  This Agreement and the assignments and
-------------------                                         
assumptions contemplated hereby are expressly subject to the Acknowledgment,
Consent and Agreement of Seller attached hereto, and the Acknowledgment, Consent
and Agreement of Lender attached hereto, and this Agreement shall not be
effective unless and until both such agreements are executed in full by the
respective parties thereto.

[signature page follows]
------------------------

7

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the date first hereinabove written.

ASSIGNOR:                     TRINET CORPORATE REALTY TRUST INC.,
a Maryland corporation

By: /s/ David J. Yeager
------------------------------
Name: David J. Yeager             
------------------------
Its:  Vice President
------------------------

ASSIGNEE:                     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
----------------------------------
Name: LEO F. WELLS, III
------------------------------
Its:   President
-------------------------------

8

EXHIBIT 10.39

AMENDED AND RESTATED LOAN AGREEMENT

BETWEEN WELLS OPERATING PARTNERSHIP, L.P.

AND

SOUTHTRUST BANK, NATIONAL ASSOCIATION

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 31st day
of December, 1998, by and between CARTER SUNFOREST, L.P., a Delaware limited
partnership ("Borrower"), and SOUTHTRUST BANK, NATIONAL ASSOCIATION, a national
banking association ("Lender").

R e c i t a l s:

Borrower is indebted to Lender for a loan in the original maximum principal
amount of $20,251,000.00 (the "Loan").  The Loan was made available to Borrower
pursuant to the terms and conditions of a Loan Agreement dated March 31, 1998
(the "Original Loan Agreement").  Borrower has requested that Lender renew and
modify the Loan in several respects.  Lender is willing to grant Borrower's
request, and accordingly Borrower and Lender have entered into this Amended and
Restated Loan Agreement (this "Loan Agreement") pursuant to which the Original
Loan Agreement is amended and restated on the terms and conditions set forth
herein.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, agreements, and warranties hereinafter set forth and of the sum of
Ten Dollars ($10.00) in hand paid by each party hereto to the other, Borrower
and Lender agree that the Origional Loan Agreement is hereby amended, extended,
and restated on the following terms and conditions:

ARTICLE I - DEFINITIONS OF GENERAL APPLICATION

In addition to any other terms that are defined in this Loan Agreement, the
following terms shall have the following meanings unless the context hereof
otherwise indicates:

"Affiliate" shall mean, as to any Person, any other Person
(i) who directly or indirectly controls, is controlled by, or is
under common control with such Person, (ii) who is a substantial
creditor, customer, or supplier of such Person, (iii) who is a
director, officer, manager, partner, member, shareholder,
employee, or employer of such Person, or (iv) who is a member of
the immediate family of such Person. "Control," as used in this
definition, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, including the power to
elect a majority of the directors or trustees of a corporation or
trust, as the case might be.

"Applicable Interest Rate" shall have the meaning assigned
to such term in the Note.

"Assignment" shall mean the Assignment of Leases and Rents
dated as of March 31, 1998, executed by Borrower for the benefit
of Lender with respect to the Project, as amended by the Ominbus
Amendment.

"Borrower" shall have the meaning assigned to such term in
the preamble to this Loan Agreement.

Amended and Restated Loan Agreement - Page 1

"Business Day" shall mean any day that is not a Saturday,
Sunday, or a legal holiday on which banks are authorized or
required to be closed in Atlanta, Georgia.

"Collateral" shall mean all real and personal property now
or hereafter encumbered by the Security Documents, including all
after-acquired property and all other collateral from time to
time given by Borrower or any other person to secure the
Obligations.

"Commitment Amount" shall mean $15,500,000.00.

"Commitment Expiration Date" shall mean December 31, 2000.

"Commitment Period" shall mean the period of time commencing
upon the date of this Loan Agreement and ending on the Commitment
Expiration Date.

"Default Rate" shall have the meaning assigned to such term
in the Note.

"Event of Default" shall have the meaning assigned to such
term in Article VI hereof.

"Guarantor" shall mean any Person who at any time is a
guarantor, indemnitor, surety, or endorser of all or any part of
the Loan or any other Obligations.

"Guaranty Agreement" shall mean any guaranty agreement,
indemnity agreement, surety agreement, or endorsement now or
hereafter executed by any Guarantor with respect to the Loan and
the other Obligations.

"Improvements" shall mean the buildings, structures (surface
and subsurface), and other improvements and fixtures now or
hereafter situated on or attached to any portion of the Land,
which Improvements include a four-story office building
containing approximately 130,091 rentable square feet and related
improvements and amenities.

"Land" shall mean the parcel(s) or tract(s) of land lying
and being in Hillsborough, Florida, more particularly described
in the Mortgage.

"Lease" shall mean the Lease dated March 30, 1998, between
Borrower and Tenant with respect to the Improvements, as assumed
by Borrower, with all amendments to, and renewals and extensions
of, the Lease, all guaranties with respect thereto, all work
letter agreements, improvements agreements, and other agreements
with Tenant, all default letters or notices, estoppel letters,
rental adjustment notices, escalations notices, and other
correspondence in regard thereto, and all credit reports and
accounting records in regard thereto.

Amended and Restated Loan Agreement - Page 2

"Lender" shall have the meaning assigned to such term in the
preamble to this Loan Agreement..

"Legal Requirement" or "Legal Requirements" shall mean, as
the case might be, any one or more of all present and future
laws, codes, ordinances, orders, judgments, decrees, injunctions,
rules, regulations, and requirements, even if unforseen or
extraordinary, of every duly constituted governmental authority
or agency (but excluding those which by their terms are not
applicable to and do not impose any obligation on Borrower or the
Project), including, without limitation, the requirements and
conditions of any permits or licenses, and all covenants,
restrictions, and conditions now or hereafter of record that
might be applicable to Borrower or the Project or to the use,
manner of use, occupancy, possession, operation, maintenance,
alteration, repair, or reconstruction of the Project, even if
compliance therewith (i) necessitates structural changes or
improvements (including changes required to comply with the
Americans with Disabilities Act and regulations promulgated
thereunder) or results in interference with the use or enjoyment
of the Project or (ii) requires Borrower to carry insurance other
than as required by the provisions of this Loan Agreement, the
Lease, and the Loan Documents.

"Loan" shall mean the loan in the maximum principal amount
of $15,500,000.00 from Lender to Borrower pursuant to the terms
and conditions of this Loan Agreement, as evidenced by the Note.

"Loan Account" shall mean the depositary account established
by Borrower with Lender.

"Loan Agreement" shall mean this Loan Agreement, as from
time to time amended, modified, supplemented, or restated
pursuant to the applicable provisions hereof.

"Loan Documents" shall mean collectively this Loan
Agreement, the Note, the Security Documents, the Guaranty, and
any and all other documents now or hereafter executed by
Borrower, Guarantor, or any other Person which evidences,
secures, or otherwise relates to the Loan.

"Management Agreement" shall mean that certain Management
Agreement with respect to the Project, obligating Manager to
manage the Project, and any replacement management agreement for
the Project hereafter approved in writing by Lender pursuant to
the applicable provisions of the Loan Documents.

"Manager" shall mean Wells Management Company, Inc., who
shall manage the Property pursuant to the Management Agreement,
or any replacement manager of the Property hereafter approved in
writing by Lender in accordance with the applicable provisions of
the Loan Documents.

Amended and Restated Loan Agreement - Page 3

"Mortgage" shall mean the Mortgage and Security Agreement
dated as of March 31, 1998, executed by Borrower for the benefit
of Lender, as amended by the Mortgage Amendment, which encumbers
the Land, the Improvements, and certain other property and rights
more particularly described therein.

"Mortgage Amendment" means Amendment No. 1 to Mortgage and
Security Agreement and Other Loan Documents dated as of December
31, 1998, between Borrower and Lender.

"Note" shall mean the Amended and Restated Promissory Note
of even date herewith evidencing Borrower's promise to repay the
Loan with interest thereon, as the same might hereafter be
modified, extended, renewed, supplemented, or restated pursuant
to the applicable provisions thereof.

"Obligations" shall mean the aggregate of all principal and
interest owing from time to time under the Note, and all
expenses, charges, and other amounts from time to time owing
under the Note, this Loan Agreement, the Lease, or any of the
Loan Documents, and all covenants, agreements, and other
obligations from time to time owing to, or for the benefit of,
Lender pursuant to this Loan Agreement, the Lease, and the other
Loan Documents.

"Obligor" shall mean Borrower, any general partner of
Borrower (if Borrower is a partnership), any Person who acquires
title to the Project (and any general partner of such Person, if
such Person is a partnership), and Guarantor, separately and
collectively, irrespective of whether the singular or plural is
used and irrespective of whether, if singular, said term is
modified in any particular case by the preposition "each" or by
other appropriate preposition.

"Permits" shall mean all licenses, permits, certificates,
approvals, authorizations and registrations obtained from any
governmental or quasi-governmental authority and used or useful
in connection with the ownership, rental, operation, use, or
occupancy of the Project, including, without limitation, business
licenses, zoning approvals and variances, food and beverage
service licenses, licenses to conduct business, and all such
other permits, licenses, and rights.

"Permitted Encumbrances" shall mean collectively (i) Liens
at any time existing in favor of Lender, (ii) the matters
affecting title to the Land described in title insurance policy
issued in favor of Lender in connection with the Loan, (iii)
statutory Liens incurred in the ordinary course of business for
the purchase of labor, services, materials, equipment, or
supplies, or with respect to workmen's compensation, unemployment
insurance, or other forms of governmental insurance or benefits,
which are not delinquent or are paid or bonded and removed of
record in a manner satisfactory to Lender, (iv) the Lease, and
(v) Liens for real property taxes, assessments, or governmental
charges or levies for the current year, the payment of which is
not delinquent.

Amended and Restated Loan Agreement - Page 4

"Person" shall mean any individual, corporation,
partnership, joint venture, association, trust, unincorporated
organization, and any government or any agency or political
subdivision thereof.

"Potential Default" shall mean the occurrence of any event
or circumstance that, with the giving of notice or the passage of
time, or both, would constitute an Event of Default.

"Project" shall mean the Land and the Improvements
collectively.

"Security Documents" shall mean collectively the Mortgage,
the Assignment, and any and all other documents, instruments, or
financing statements heretofore or hereafter executed by
Borrower, Guarantor, or any other Person for the benefit of
Lender as security for all or any part of the Obligations.

"Tenant" shall mean Pricewaterhouse Coopers LLP, a Delaware
registered limited liability partnership, and its successors and
assigns as permitted under the Lease.

"Title Company" shall mean the issuer of the mortgagee's
policy of title insurance with respect to the Loan, as approved
by Lender in its discretion.

ARTICLE II - DISBURSEMENT OF THE LOAN

2.1. Limitation on Advances.
---------------------- 

1.   Subject to all terms set forth herein but only during the Commitment
Period and for so long as no Event of Default exists, Lender agrees, on the
terms hereinafter set forth, to loan to Borrower, when requested by Borrower,
principal amounts aggregating up the Commitment Amount. Within the aforesaid
limit, Borrower may borrow, make payments, and reborrow under this Loan
Agreement, subject to the provisions hereof. If the outstanding principal amount
of the Loan at any time exceeds the Commitment Amount (an "Overadvance"),
Borrower shall immediately pay Lender an amount equal to the Overadvance as a
payment on the principal amount of the Loan. Without limiting the foregoing,
which provision may be enforced by Lender at any time and which provision, as
well as the other provisions hereof, may not under any circumstance be waived or
altered by a course of dealing or otherwise, insofar as Borrower may request and
Lender may be willing in its sole and absolute discretion to make Overadvances,
all Overadvances shall be payable on demand, shall be secured by the Collateral,
and shall bear interest as provided in the Note. Lender may in its sole
discretion honor any request (or deemed request) for a advance under the Loan
even though an Overadvance then exists or would exist with the making of such
advance, and without regard to the existence of, and without waiving, any
Potential Default or Event of Default.

2.   Borrower acknowledges and agrees that (i) immediately prior to
the execution and delivery of this Loan Agreement, the principal amount
outstanding under the Loan was 

Amended and Restated Loan Agreement - Page 5

$14,143,570.95, and (ii) concurrently with the execution and delivery hereof
Borrower has paid all accrued interest on the Loan through and including
December 31, 1998.

2.2. Procedures for Advances.  Whenever Borrower desires an Advance,
-----------------------                                        
Borrower shall give Lender prior written or telecopied notice (or telephonic
notice promptly confirmed in writing or by telecopy) of its request for such
Advance (a "Advance Request"), such Advance Request to be given not less than
five (5) Business Days prior to the date that Borrower requests that such
Advance be made.  Each Advance Request shall be irrevocable and shall specify
the principal amount of the Advance and the date of the Advance (which shall be
a Business Day).   Each Advance Request shall be given by Borrower's chief
financial officer, vice president-finance, director of finance or treasurer or
such other Person who may be expressly and specifically designated in writing by
any of such officers at such time to be a representative of Borrower with
authority to give Advance Requests on behalf of Borrower. Lender shall have no
liability to Borrower for refusing to honor any Advance Request given by any
Person who Lender is not satisfied is so authorized to give any such notice.
Each Advance shall be made at the main office of Lender in Birmingham, Alabama
(or such other place as Lender may designate) and shall be made no more
frequently that once each month.  All Advances shall be disbursed to Borrower by
depositing the same into the Loan Account.

2.3. Title Updates and Recording Taxes.  Prior to any Advance, Lender    
---------------------------------                        
shall require an endorsement to the title insurance policy insuring the lien of
the Mortgage that extends the effective date of such policy to the date of the
Advance with no additional exceptions added to such policy. In addition, Lender
shall be entitled to deduct and withhold from any Advance an amount equal to any
documentary stamps, intangibles tax, or other recording taxes due and payable
with respect to such Advance.

2.4. Security for the Loan. The Loan shall be secured by, and entitled to
---------------------
the benefits of, the Security Documents, the Guaranty Agreement, and the other
Loan Documents.

2.5. Interest Rate and Repayment Term. Borrower's obligation to repay the
--------------------------------
Loan shall be evidenced by the Note. Interest shall accrue on the principal
amount outstanding under the Note from time to time at the rate or rates
provided in the Note. The principal of, and accrued interest on, the Loan shall
be repaid by Borrower in accordance with the provisions of the Note.

2.6. Maximum Rate.   Regardless of any provision contained in this Loan
------------                                                      
Agreement or any of the Loan Documents, in no event shall the aggregate of all
amounts that are contracted for, charged, or collected pursuant to the terms of
this Loan Agreement, the Note, or any of the Loan Documents and that are deemed
interest under applicable law exceed the maximum rate permitted by applicable
law (the "Maximum Rate").  No provision of this Agreement or in any of the Loan
Documents or the exercise by Lender of any right hereunder or under any Loan
Document or the prepayment by Borrower of any of the Obligations or the
occurrence of any contingency whatsoever, shall entitle Lender to charge or
receive, or to 

Amended and Restated Loan Agreement - Page 6

require Borrower to pay, interest or any amounts deemed interest by applicable
law (such amounts being referred to herein collectively as "Interest") in excess
of the Maximum Rate, and all provisions hereof or in any Loan Document which may
purport to require Borrower to pay Interest exceeding the Maximum Rate shall be
without binding force or effect to the extent only of the excess of Interest
over such Maximum Rate. Any Interest charged or received in excess of the
Maximum Rate ("Excess"), shall be conclusively presumed to be the result of an
accident and bona fide error, and shall, to the extent received by Lender, at
the option of Lender, either be applied to reduce the principal amount of the
Obligations or returned to Borrower. All monies paid to Lender hereunder or
under any of the Loan Documents shall be subject to any rebate of unearned
interest as and to the extent required by Legal Requirements. By the execution
of this Loan Agreement, Borrower covenants that (i) the credit or return of any
Excess shall constitute the acceptance by Borrower of such Excess, and (ii)
Borrower shall not seek or pursue any other remedy, legal or equitable, against
Lender, based in whole or in part upon contracting for, charging, or receiving
any Excess, provided that such Excess has been refunded or credited to the
benefit of Borrower. For the purpose of determining whether or not any Excess
has been contracted for, charged, or received by Lender, all Interest at any
time contracted for, charged, or received from Borrower in connection with this
Loan Agreement shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread in equal parts throughout the full term of the
Obligations. Borrower and Lender shall, to the maximum extent permitted under
applicable law, (i) characterize any non-principal payment as an expense, fee,
or premium rather than as Interest and (ii) exclude voluntary prepayments and
the effects thereof. The provisions of this Section shall be deemed to be
incorporated into the Note and each Loan Document (whether or not any provision
of this Section is referred to therein).

ARTICLE III - CONDITIONS TO LENDING

3.7.   Conditions Precedent to Effectiveness of Loan Agreement. The
-------------------------------------------------------   
obligations of Lender under this Loan Agreement, including, without limitation,
the obligation of Lender to make any Advance to Borrower hereunder, are subject
to the satisfaction of the following conditions precedent:

3.1.1.  Execution, delivery, and, when appropriate, recording or
filing of this Loan Agreement, the Note, and the Mortgage Amendment;

3.1.2.  Payment or reimbursement by Borrower of (i) the interest
payment due under the Note on January 1, 1999, in the amount of $83,640.70,
(ii) an extension fee in the amount of $38,750.00, and (iii) all expenses
incurred by or due to Lender with respect to the Loan, this Loan Agreement,
the Note, the other Loan Documents, and the Project, including, but not
limited to, commitment fees, tax service monitoring fees, fees and taxes on
the Security Documents (including intangibles taxes and documentary stamp
taxes), title insurance premiums, and fees and expenses of Lender's
counsel;

3.1.3.  Receipt by Lender of copies of the organizational documents
for each Obligor (excluding any Obligor who is a natural Person), together
with evidence that each such Obligor is qualified, registered, and in good
standing the

Amended and Restated Loan Agreement - Page 7

in the state of its organization or formation and in the state where the
Project is located (or evidence satisfactory to Lender and its counsel that
such qualification and registration is not legally required under Legal
Requirements), and certified resolutions of the governing body of each such
Obligor authorizing the Loan, the execution and delivery of the Loan
Documents, and the consummation or undertaking of all Obligations;

3.1.4.  Receipt by Lender, without any cost or expense to Lender,
such endorsements to Lender's title insurance policy, hazard insurance
endorsements or certificates and other similar materials as Lender may deem
necessary, all in form and substance reasonably satisfactory to Lender,
including, without limitation, an endorsement or endorsements to Lender's
title insurance policy insuring the lien of the Mortgage, extending the
effective date of such policy to the date of execution and delivery (or, if
later, the recording) of the Mortgage Amendment with no additional
exceptions added to such policy and insuring that fee simple title to the
Project is vested in Borrower, or, in lieu thereof, such other documents or
evidence as Lender may reasonably require in order to confirm that such
policy is unaffected by the transfer;

3.1.5.  Receipt by Lender of a certificate from the design architect
for the Improvements that states that the construction of the Improvements
has been substantially completed in a good and workmanlike manner and in
accordance with the plans and specifications approved by Lender (including,
without limitation, the furnishing and fixturing of the Improvements and
all clearing, landscaping, lighting, and paving of the Land) and in
compliance with Legal Requirements, and addressing such other details
concerning construction of the Improvements as Lender shall request;

3.1.6.  Receipt by Lender of a current as-built survey showing the
location of all the Improvements prepared in accordance with Lender's
standard guidelines, which includes the certification of the surveyor that
the Improvements have been constructed within the established building and
property lines and in compliance with any restrictions of records or
ordinances relating to the location thereof;

3.1.7.  Receipt by Lender of unconditional, final certificates of
occupancy for the Improvements, any required approval by the Board of Fire
Underwriters or its equivalent acting in and for the locality in which the
Project is situated, and any other approval required by the appropriate
governmental authority to the extent that any such approval is a condition
to the lawful use and occupancy of the Improvements and opening the same to
the public;

3.1.8.  Receipt by Lender of a duly sworn and executed affidavit
from the general contractor for the Project, in form and substance
acceptable to Lender and to Title Company, stating that all amounts due to
contractors, subcontractors, laborers, materialmen, and all others
supplying labor or materials to or performing work on the Improvements have
been paid in full and which

Amended and Restated Loan Agreement - Page 8

affidavit shall be legally sufficient to dissolve all statutory
and common law, existing and inchoate liens and claims of liens
against the Project;

3.1.9. Receipt by Lender of an estoppel certificate from
Tenant addressing such matters as Lender may reasonably request,
including, without limitation, a statement from Tenant that (i)
Tenant has accepted possession of its demised premises in the
Improvements, (ii) Tenant has commenced payment of base rent
under the Lease, and (iii) all obligations on the part of
landlord under the Lease regarding the construction and equipping
of the Improvements have been performed;

3.1.10. Receipt by Lender's counsel of an opinion of
counsel for Obligors in form and substance satisfactory to
Lender's counsel; and

3.1.11. Receipt by Lender of such additional legal
opinions, certificates, proceedings, instru-ments, and other
documents as Lender or its counsel may reasonably request to
evidence (i) compliance by Borrower with Legal Requirements, (ii)
the truth and accuracy, as of the date of this Loan Agreement, of
the representations and warranties of Borrower contained herein,
and (iii) the due performance or satisfaction by Borrower, at or
prior to the date hereof, of all agreements required to be
performed and all conditions required to be satisfied by Borrower
pursuant hereto.

3.12. Conditions Precedent to Subsequent Advances.  At the time of (and
-------------------------------------------                 
after giving effect to) the making of any Advance, the following conditions
shall have been satisfied or shall exist:

(a) No Potential Default or Event of Default then exists;

(b) All representations and warranties of Borrower
contained in this Loan Agreement or in the other Loan Documents
(other than those representations and warranties which are, by
their terms, expressly limited to the date made or given) shall
be true and correct in all material respects with the same effect
as those such representations and warranties had been made on and
as of the date of such advance;

(c) No action or proceeding have been instituted or be
pending before any court or other governmental authority or, to
the knowledge of Borrower threatened, (i) which reasonably could
be expected to have a materially adverse effect on Borrower or
the intended or actual use, occupancy, or operation of the
Project;

(d) The advance to be made and the use thereof shall not
contravene, violate, or conflict with, or involve Lender in any
violation of, any Legal Requirement;

Amended and Restated Loan Agreement - Page 9

(e) No casualty or condemnation has occurred with respect
to the Project which, in Lender's determination, might result in
the termination of the Lease or the abatement of rent thereunder;
and

(f) No default, or event which with the giving of notice of
passage of time or both would constitute a default, exists under
the Lease.

ARTICLE IV -   REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender, knowing that Lender will rely
on such representations and warranties as an incentive to make the Loan, that:

4.13. Borrower's Existence.  Borrower is a limited partnership duly
--------------------                                         
organized, validly existing, and in good standing under the laws of the State of
Georgia, has the power to own its properties and to carry on its business as now
being conducted, and is duly qualified to do business and is in good standing in
every jurisdiction in which the character of the properties owned by it or in
which the transaction of its business makes its qualification necessary,
including the State of Florida.

4.2.  Authority.   The execution and delivery by Borrower of this Loan
---------                                                       
Agreement, the Note, and each of the other Loan Documents to which it is a
party, Borrower's performance of its respective obligations thereunder, and the
creation of the security interests and liens provided for in the Security
Documents and the other Loan Documents to which it is a party have been duly
authorized by all requisite action on the part of Borrower  and will not violate
any provision of any Legal Requirement, the organizational documents of
Borrower, or any indenture, agreement, or other instrument to which Borrower is
a party, or by which Borrower is bound, or be in conflict with, result in a
breach of, or constitute (with due notice or lapse of time or both) a default
under, or (except as may be provided in the Security Documents) result in the
creation or imposition of any Lien of any nature whatsoever upon any of the
property or assets of Borrower pursuant to any such Legal Requirement,
indenture, agreement, or instrument.  Borrower is not required to obtain any
consent, approval, or authorization from, or to file any declaration or
statement with, any governmental authority or other agency in connection with or
as a condition to the execution, delivery, or performance of this Loan
Agreement, the Note, or any other Loan Document.

4.3.  Violations or Actions Pending. No actions, suits, or proceedings are
-----------------------------    
pending or, to the best of Borrower's knowledge, threatened that might adversely
affect the financial condition of Borrower or impair the value of the Project.
Borrower is not in violation of any agreement the violation of which might
reasonably be expected to have a materially adverse effect on Borrower's
business or assets.

4.4.  Enforceability. Each of this Loan Agreement, the Note, the Mortgage,
--------------  
and the other Loan Documents executed by Borrower and delivered to Lender is an
original, executed document, and each is the legal, valid, and binding
obligation of Borrower, enforceable against Borrower in accordance with its
terms, subject to bankruptcy, insolvency and other laws of general application
affecting the rights of creditors and subject to the effect of general
principals 

Amended and Restated Loan Agreement - Page 10

of equity regardless of whether enforcement is sought in a proceeding at law or
in equity. This Loan Agreement, the Note, the Mortgage, and the other Loan
Documents executed by Borrower are not subject to any right of rescission, set-
off, counterclaim, or defense by Borrower, including the defense of usury, and
Borrower has not asserted any right of rescission, set-off, counterclaim, or
defense with respect thereto.

4.5.  Financial Statements. All financial statements heretofore provided by
--------------------
Borrower are true and complete in all material respects as of their respective
dates and fairly present the financial condition of the Borrower, and there are
no liabilities, direct or indirect, fixed or contingent, as of the respective
dates of such financial statements which are not reflected therein or in the
notes thereto or in a written certificate delivered with such statements. The
financial statements of the Borrower have been prepared in accordance with GAAP.
There has been no material adverse change in the financial condition,
operations, or prospects of Borrower since the dates of such statements except
as fully disclosed in writing with the delivery thereof to Lender. Borrower has
filed all federal, state, and local tax returns that are required to be filed
and has paid, or made adequate provision for the payment of, all taxes that have
or may become due pursuant to such returns or to assessments received by
Borrower.

4.6.  Federal Reserve Regulation. No part of the proceeds of the Loan will
--------------------------
be used for the purpose of purchasing or acquiring any "margin stock" within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
or for any other purpose which would be inconsistent with such Regulation U or
any other Regulations of such Board of Governors, or for any purposes prohibited
by Legal Requirements or by the terms and conditions of this Loan Agreement.

4.7.  Fraudulent Transfer. Borrower (i) has not entered into the Loan
--------------------    
Documents or any transaction described or contemplated therein with the actual
intent to hinder, delay, or defraud any creditor, and (ii) has received
reasonably equivalent value in exchange for its obligations under the Loan
Documents. The fair saleable value of Borrower's assets is and shall,
immediately following the execution and delivery of the Loan Documents, be
greater than Borrower's probable liabilities, including the maximum amount of
its contingent liabilities or its debts as such debts become absolute and
matured. Borrower's assets do not and, immediately following the execution and
delivery of the Loan Documents shall not, constitute unreasonably small capital
to carry out its business as conducted or as proposed to be conducted. Borrower
does not intend to, and does not believe that it shall, incur debts and
liabilities (including, without limitation, contingent liabilities and other
commitments) beyond its ability to pay such debts as they mature (taking into
account the timing and amounts to be payable on or in respect to obligations of
Borrower).

4.8.  Investment Company Act. Borrower is not (i) an "investment company"
-----------------------
or a company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended, (ii) a "holding company" or a
"subsidiary company" of a "holding company" or an "affiliate" of either a
"holding company" or a "subsidiary company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended, or (iii) subject to any other
federal or state law or regulation that purports to restrict or regulate its
ability to borrow money.

Amended and Restated Loan Agreement - Page 11

4.9.   Not Foreign Person. Borrower is not a "foreign person" within the
------------------   
meaning of (S) 1445(f)(3) of the Internal Revenue Code.

4.10.  ERISA. Neither Borrower nor any member of the controlled group of
-----
Borrower for ERISA purposes has established and is a party to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA, or any other option
or deferred compensation plan or contract for the benefit of its employees or
officers, pension, profit sharing or retirement plan, redemption agreement, or
any other agreement or arrangement with any officer, director or owner, members
of their families, or trusts for their benefit, and the assets of Borrower do
not and shall not constitute "plan assets" of one more such plans for purposes
of ERISA.

4.11.  Ownership. The ownership of all interests in Borrower have been
---------  
accurately disclosed to Lender in writing. There are no outstanding warrants,
options, or rights to purchase any ownership interests of Borrower, nor does any
Person have a Lien upon any of the ownership interests of Borrower.

4.12.  Chief Executive Offices. Borrower's chief executive offices are
-----------------------   
located at the address designated for notices to Borrower in the Document
Protocols attached hereto.

4.13.  Disclosure.   All information furnished or to be furnished by
----------                                                   
Borrower to Lender in connection with the Loan or any of the Loan Documents, is,
or shall be at the time the same is furnished, accurate and correct in all
material respects and complete insofar as completeness may be necessary to
provide the Lender a true and accurate knowledge of the subject matter.

4.14.  Mortgage Liens.  The Mortgage and the other Loan Documents are
--------------                                                
intended by Borrower to create a legal, valid, fully perfected, and enforceable
first priority lien on the Project security for the repayment of the Loan,
subject only to the Permitted Encumbrances.  There are no security agreements or
financing statements affecting any of the Project other than (i) as disclosed in
writing by Borrower to Lender prior to the Closing Date and (ii) the security
agreements and financing statements created in favor of Lender.  The Project is
free from delinquent water charges, sewer rents, taxes, and assessments.

4.15.  Trade Names.   Neither Borrower nor the Project has changed its
-----------                                                    
name or been known by any other name within the last five (5) years.

4.16.  Proceedings Pending. There are no proceedings pending, or, to the
-------------------   
best of the Borrower's knowledge, threatened, to acquire any power of
condemnation or eminent domain with respect to any part of the Project, or to
enjoin or similarly prevent or restrict the use of the Project or the rental and
operation of the Project in any manner, or to relocate the roadways providing
access to the Mortgaged Project.

4.17.  Condition and Compliance. The Project is in good condition, free of
------------------------
any material damage or waste and is free of structural defects and all building
systems contained therein are in good working order subject to ordinary wear and
tear. The Project complies with all Legal Requirements (including the
requirements and conditions of all Permits), and all Permits required to occupy,
use, maintain, and operate the Project have been obtained. The Improvements do
not constitute a nonconforming structure and the rental and operation of the

Amended and Restated Loan Agreement - Page 12

Project is not a nonconforming use under current zoning, and there are no
waivers of any current building code requirements for the Improvements.

4.18.  Access and Utilities. The Project has adequate rights of access to
--------------------   
public ways and is served by adequate water, electricity, natural gas,
telephone, sewer, sanitary sewer, and storm drain facilities. All public
utilities necessary to the continued use and enjoyment of the Project as
presently used and enjoyed are located in the public right-of-way abutting the
Land, and all such utilities are connected so as to serve the Project without
passing over other Project. All roads necessary for the full utilization of the
Project for its current purpose have been completed and dedicated to public use
and accepted by all governmental authorities or are the subject of access
easements for the benefit of the Land. All impact, connection, or other
requisite fees for utility services have been paid.

4.19.  Management Agreement. The Management Agreement is in full force and
--------------------  
effect, has not been and will not be modified, altered, or amended except as
disclosed to Lender in writing, and constitutes the complete agreement among the
parties named therein with respect to the subject matter thereof. No default,
event of default, or event that, but for the giving of notice or the passage of
time (or both), would constitute a default or event of default under the
Management Agreement has occurred or is continuing. Borrower shall promptly
notify Lender of any dispute, default, event of default, or repudiation by
Manager under the Management Agreement. Except as set forth in the Management
Agreement, neither Manager nor any other Person has any right or claim to any
fees, commissions, compensation, or other remuneration in connection with or
arising out of the use, occupancy, and operation of the Project. 

4.20.  Lease.   The Lease is in full force and effect, has not been
-----    
modified, altered, or amended except as disclosed to Lender in writing, and
constitutes the complete agreement between Borrower and Tenant with respect to
the subject matter thereof. No default, event of default, or event that, but for
the giving of notice or the passage of time (or both), would constitute a
default or event of default under the Lease has occurred or is continuing.

4.21.  Year 2000 Compliance.  Borrower represents and warrants that it
--------------------                                           
has (i) begun analyzing Borrower's computer software applications, imbedded
microchips, microprocessors, servers, mainframes, microprocessor-dependant
machinery and/or appliances, and other related computer systems (collectively
referred to as "Computer Operations") to ensure that Borrower's Computer
Operations will be able to perform date-sensitive functions prior to and after
December 31, 1999 (hereinafter referred to as "Year 2000 Compliance" or "Year
2000 Compliant"); (ii) Borrower represents and warrants that it has developed a
plan for Year 2000 Compliance in a timely manner, implementation of which is on
schedule in all material respects.  Borrower represents and warrants that
failure to become Year 2000 Compliant is not reasonably expected to have a
materially adverse effect upon the financial condition of Borrower.  Borrower
reasonably believes that any suppliers and vendors, material to the operation of
Borrower or its subsidiaries and affiliates, will be Year 2000 Compliant for
their own Computer Operations, such that any failure to achieve Year 2000
Compliance is not reasonably expected to have a materially adverse effect upon
the financial condition of Borrower.  Borrower will promptly notify Lender in
the event Borrower determines that any computer application, material to the
operation of Borrower, its subsidiaries or any of its material vendors or
suppliers, will not be fully Year 2000 Compliant on a timely basis and such
failure to be Year 2000 Compliant will have a materially adverse effect upon the
financial condition of Borrower.

Amended and Restated Loan Agreement - Page 13

ARTICLE V - COVENANTS OF BORROWER

Borrower covenants and agrees that, from the date of this Loan
Agreement and so long as the Obligations remain outstanding, Borrower shall
comply at all times with the following covenants:

5.1.   Performance of Obligations.  Borrower shall duly and punctually
--------------------------   
pay or cause to be paid the principal and interest of the Note in accordance
with its terms and duly and punctually pay and perform or cause to be paid or
performed all Obligations hereunder and under the other Loan Documents.

5.2.   Maintain Existence.   Borrower shall maintain its legal
------------------                                     
existence in the state of its formation and its license or qualification and
good standing in the state where the Project is located and in each jurisdiction
in which the character of the property owned by it or in which the transaction
of its business makes qualification necessary.  Borrower shall not amend or
modify, or permit the amendment or modification of, in any material respect, the
organizational documents of Borrower without obtaining the prior written consent
of Lender, which consent shall not be unreasonably withheld or delayed.

5.3.   Payment of Taxes.   During each fiscal year, Borrower shall pay
----------------                                               
when due all tax liabilities of all kinds (including, without limitation,
federal and state income taxes, franchise taxes, and payroll taxes), all
required withholding of income taxes of employees, and all required old age and
unemployment contributions.

5.4.   Insurance Coverage.   Borrower shall acquire and maintain in
------------------                                          
effect all insurance policies required by the Security Documents and Legal
Requirements.

5.5.   Inspection Rights.  Borrower shall permit Persons designated by
----------------- 
Lender to visit and inspect the Project, to examine and make excerpts from the
books and records of Borrower, and to discuss the business affairs, finances,
and accounts of Borrower and the Project with representatives of Borrower, as
designated by Lender, all in such detail and at such times as Lender may
reasonably request.

5.6.   Maintain Records and Books of Account.   Borrower shall
-------------------------------------                  
maintain and keep proper  records and books of account at Borrower's chief
executive office or the Project that enable Borrower to issue financial
statements in accordance with Section 5.7 hereof and in which full, true, and
correct entries shall be made in all material respects of all its dealings and
business and financial affairs.  Borrower shall not change its methods of
accounting, unless such change is permitted by GAAP, and provided such change
does not have the effect of curing or preventing what would otherwise be a
Potential Default or an Event of Default had such change not taken place.
Borrower shall not change the locations at which any of the Collateral is
maintained nor change its chief executive office without first giving Lender at
least thirty (30) days prior written notice thereof and promptly providing
Lender such information as Lender may request in connection therewith.

Amended and Restated Loan Agreement - Page 14

5.7.  Financial Reports.    Until the Obligations are paid in full,
-----------------                                            
Borrower shall furnish or cause to be furnish to Lender within the time periods
specified, the following financial reports and information:

(1) As soon as available, but in no event later that ninety (90)
days after the end of each fiscal year of Borrower, audited financial
statements of Borrower for the year just ended, prepared by a
nationally recognized certified public accounting firm or other
independent certified public accounting firm acceptable to the Lender
(or with Lender's prior written approval, unaudited financial
statements of Borrower for the year just ended, certified as true and
correct by Borrower), prepared in accordance with GAAP, and including
balance sheet, operating statement, and changes in financial position.
The certification or opinion of the accountant shall not contain any
material qualification or exception not satisfactory to Lender.

(2) As soon as available, but in no event later than forty-five
(45) days after the end of each fiscal quarter of Borrower, a balance
sheet and operating statement for such month or quarter, as the case
might be, and year to date, comparison with the same month or quarter,
as the case might be, and year to date in the prior fiscal year. Such
quarterly financial statements and operating statements shall be
certified to be correct by the chief financial officer or equivalent
of Borrower.

(3) As soon as available, all financial reports and statements
furnished by Tenant to Borrower pursuant to the Lease.

(4) All quarterly and annual filings made by Borrower, if any,
with the Securities Exchange Commission, including, without
limitation, all Forms 10K and 10Q, within ten (10) days after the
filing thereof.

(5) Such additional financial information (including tax
returns, detailed cash flow information, and contingent liability
information) of Borrower at such times as Lender shall deem necessary.

5.10. Appraisal.  Borrower shall permit Lender and its agents,
---------                                               
employees, or independent contractors, at any time while the Obligations remain
outstanding, to enter upon and appraise the Project, and Borrower shall
cooperate with and provide any information requested in connection with such
appraisal.  Borrower shall reimburse Lender for the costs of any such appraisal.
Lender agrees to limit any such appraisals to once every three (3) years,
provided that Lender may obtain additional appraisals of the Project without
limitation and at Borrower's expense if (i) an Event of Default occurs, (ii) the
appraisal is required by any law, regulation, or rule binding upon Lender, or
(iii) Lender determines, in its reasonable discretion, that the value of the
Project has materially declined.  In the event that any such reappraisal
indicates that the ratio of the Commitment Amount to the fair market value of
the Project is less than seventy-five percent (75%) (the "Maximum Loan To Value
Ratio"), then Lender may, in its sole discretion, reduce the Commitment Amount
to an amount at which the Maximum Loan To 

Amended and Restated Loan Agreement - Page 15

Value Ratio is achieved (and Borrower shall immediately pay any Overadvance
arising from such reduction in the Commitment Amount).

5.11.   Reports and Notices.   BORROWER SHALL NOTIFY LENDER PROMPTLY
-------------------                                         
OF (I) ANY LITIGATION INSTITUTED OR THREATENED AGAINST BORROWER OR AFFECTING THE
PROJECT, (II) ANY DEFICIENCIES ASSERTED OR LIENS FILED BY ANY TAXING AUTHORITY
AGAINST BORROWER OR THE PROJECT, (III) ANY AUDITS OF ANY FEDERAL OR STATE TAX
RETURN OF BORROWER AND THE RESULTS OF ANY SUCH AUDIT, (IV) ANY CONDEMNATION OR
SIMILAR PROCEEDINGS WITH RESPECT TO THE PROJECT, (V) ANY PROCEEDING SEEKING TO
ENJOIN THE INTENDED USE OF THE IMPROVEMENTS OR ANY PORTION THEREOF, (VI) ANY
EVENT CAUSING A LOSS OR DEPRECIATION IN VALUE OF THE BORROWER'S ASSETS IN EXCESS
OF $250,000.00 AND THE AMOUNT OF SUCH LOSS OR DEPRECIATION (EXCEPT BORROWER
SHALL NOT BE REQUIRED TO NOTIFY LENDER OF DEPRECIATION RESULTING FROM ORDINARY
USE THEREOF), AND (VII) ALL CHANGES IN LEGAL REQUIREMENTS, UTILITY AVAILABILITY,
AND ANY OTHER MATTERS THAT COULD REASONABLY BE EXPECTED TO HAVE AN ADVERSE
AFFECT ON THE PROJECT OR BORROWER'S ABILITY TO PERFORM THE OBLIGATIONS.

5.12.   Conduct of Business.   Borrower shall cause the operation of
-------------------                                         
the Project to be conducted at all times in a manner consistent with the level
of operation of the Project as of the date hereof.  Without limiting the
foregoing, Borrower shall (i) operate the Project in a prudent manner in
compliance with Legal Requirements, (ii) maintain sufficient equipment and
supplies of types and quantities at the Project to enable Borrower adequately to
perform the operation of the Project and Borrower's obligations under the Lease,
and (iii) keep all Improvements in good repair, working order and condition,
reasonable wear and tear excepted, and from time to time make all needed and
proper repairs, renewals, replacements, additions, and improvements thereto to
keep the same in good condition.  Borrower shall not alter or change the use of
the Project except as may be required by the Lease.

5.13.   Management Agreement.   Borrower shall maintain the Management
--------------------                                          
Agreement in full force and effect and duly observe, perform, and comply with
all of Borrower's obligations thereunder and enforce performance of all
obligations of Manager thereunder. Borrower shall promptly notify Lender of any
dispute, default, event of default, or repudiation by Manager under the
Management Agreement.  Borrower shall not enter into any management agreement
for the Project other than the Management Agreement, unless Borrower first
notifies Lender and provides Lender a copy of the proposed management agreement,
obtains Lender's written consent thereto and obtains and provides Lender with a
subordination agreement in form satisfactory to Lender from such manager
subordinating to all rights of Lender.  Borrower shall not enter into,
terminate, amend, modify, or extend the Management Agreement, or consent to any
such action on the part of Manager, without the prior written consent of Lender,
which consent may be withheld or granted in Lender's sole discretion.

5.14.   Transfers of Collateral.  Borrower shall not sell or otherwise
-----------------------                                       
transfer the Collateral or any interest therein, unless the written consent of
Lender is first obtained, which consent may be granted or refused by Lender in
its sole discretion, provided that any utility and right-of-way easements
serving the Project that are reasonably necessary for the development and
operation of the Project (and Lender agrees to subordinate the Mortgage to any
such easements so approved by Lender).

Amended and Restated Loan Agreement - Page 16

5.15.   Liens and Encumbrances.  Borrower shall keep the Project and
----------------------                                      
all other assets of Borrower free from all liens and encumbrances except the
Permitted Encumbrances, and pay promptly all persons or entities supplying work
or materials for the construction of the Improvements; provided, however,
Borrower shall have the right to contest in good faith any disputed claim so
long as such contest does not adversely affect Lender's lien and security
interest in the Project and, at Lender's request, Borrower posts bond or other
security acceptable to Lender with respect to any lien filed against the Project
relating to a claim contested by Borrower.

5.16.   Lease.   Borrower (i) shall observe and perform all the
-----                                                  
obligations imposed upon the lessor under the Lease and shall not do or permit
to be done anything to impair the value of the Lease or any guaranty of the
Lease as a security for the Obligations, (ii) shall promptly send copies to
Lender of all notices of default which Borrower shall send or receive
thereunder, and (iii) shall enforce all of the terms, covenants, and conditions
contained in the Lease upon the part of the Tenant thereunder to be observed or
performed (other than any enforcement action with respect to which Lender's
prior written consent is required under the terms of this Loan Agreement or the
Security Documents).  Borrower (x) shall not alter, modify, or change the terms
of the Lease without the prior consent of Lender, or cancel or terminate the
Lease or accept a surrender thereof or approve or consent to the cancellation or
termination of any guaranty with respect thereto, or convey or transfer or
suffer or permit a conveyance or transfer of the premises demised by the Lease
or of any interest therein so as to effect a merger of the estates and rights
of, or termination or diminution of the obligations of lessee thereunder, (y)
shall not consent to, reject, approve or disapprove any action or inaction
requested by Tenant under the Lease, including, without limitation any
assignment of or subletting under the Lease (provided, however, that Lender's
consent to a subletting or assignment shall not be required if such subletting
or assignment is in accordance with the terms of the Lease), which consent may
be unreasonably withheld by Lender in its sole and absolute discretion, and (z)
shall not pursue any remedies under the Lease or any guaranty with respect
thereto without the prior written consent of Lender.  Notwithstanding the
foregoing, Borrower may, without the prior written consent of Lender, make minor
modifications or amendments, or give consents, with respect to the Lease so long
as such modification, amendment, or consent does not potentially affect the
length of the term of the Lease and does not result in the reduction of the
Tenant's obligations for the payment of rent, additional rent, or any other
charges payable by the Tenant under the Lease, or amend or modify any provision
of the Lease relating to exclusivity of use, co-tenancy rights, or kick-out
rights.

5.16.   Compliance with Legal Requirements.   Borrower shall comply
----------------------------------                         
with all Legal Requirements in all respects.  Without limiting the generality of
the foregoing covenant, Borrower specifically agrees that the Project shall at
all times strictly comply, to the extent applicable, with the requirements of
the Fair Housing Amendments Act of 1988, the Americans with Disabilities Act of
1990, all state and local laws and ordinances related to handicapped access and
all rules, regulations, and orders issued pursuant thereto including, without
limitation, the Americans with Disabilities Act Accessibility Guidelines for
Buildings and Facilities (collectively "Access Laws").  Notwithstanding any
provisions set forth herein or in any other document regarding Lender's approval
of alterations of the Project, Borrower shall not alter or permit the Project to
be altered in any manner which would increase Borrower's responsibilities for
compliance with the applicable Access Laws without the prior written approval of
Lender.  

Amended and Restated Loan Agreement - Page 17

Lender may condition any such approval upon receipt of a certificate of
Access Law compliance from an architect, engineer, or other person acceptable to
Lender.  Borrower agrees to give prompt notice to Lender of the receipt by
Borrower of any complaints related to violation of any Access Laws and of the
commencement of any proceedings or investigations which relate to compliance
with applicable Access Laws.

5.17.   ERISA.   Borrower shall not engage in any transaction which
-----                                                      
would cause any obligation, or action taken or to be taken, hereunder (or the
exercise by Lender of any of its rights under this Loan Agreement or any of the
other Loan Documents) to be a non-exempt (under a statutory or administrative
class exemption) prohibited transaction under the ERISA.  Borrower further
covenants and agrees to deliver to Lender such certifications or other evidence
from time to time throughout the term of the Loan, as requested by Lender in its
sole discretion, that (i) Borrower is not an "employee benefit plan" as defined
in Section 3(3) of ERISA or a "governmental plan" within the meaning of Section
3(3) of ERISA, (ii) Borrower is not subject to state statutes regulating
investments and fiduciary obligations with respect to governmental plans, and
(iii) one or more of the following circumstances is true:  (A) Equity interests
in Borrower are publicly offered securities, within the meaning of 29 C.F.R. (S)
2510.3-101(b)(2); (B) less than twenty-five percent (25%) of each outstanding
class of equity interests in Borrower are held by "benefit plan investors"
within the meaning of 29 C.F.R. (S)  2510.3-101(f)(2); or (C) Borrower qualifies
as an "operating company" or a "real estate operating company" within the
meaning of 29 C.F.R. (S) 2510.3-101(c) or (e) or an investment company
registered under the Investment Company Act of 1940.

5.18.   Other Acts.   At Lender's request, Borrower shall execute and
----------                                                   
deliver any mortgage, security agreements, assignments, consents, financing
statements, or other instruments, in form satisfactory to Lender, as Lender may
from time to time request in connection with the Project.

ARTICLE VI - EVENTS OF DEFAULT

The occurrence of any of the following events will constitute an
"Event of Default" under this Loan Agreement:

6.14.   Nonpayment of Indebtedness.  If Borrower fails to pay
--------------------------                           
interest, principal, or other sum payable under this Loan Agreement, the Note,
or any of the other Loan Documents within ten (10) days after such payment is
due.

6.2.    Failure of Perform Specified Covenants. If Borrower violates 
--------------------------------------  
or does not comply with the covenants contained in Section 5.12, 5.13, or 5.14
hereof.

6.3.    Termination of Lease.  If the Lease is terminated or canceled
--------------------                                         
for any reason without the prior written consent of Lender, which consent may be
withheld or granted in Lender's sole discretion.

6.4     Failure to Perform Obligations.  If Borrower fails to properly
------------------------------                                
and timely to perform or observe any other covenant or condition set forth in
this Loan Agreement that is not cured within any applicable cure period as set
forth herein or, if no cure period is specified therefor, is 

Amended and Restated Loan Agreement - Page 18

not cured within thirty (30) days of Lender's notice to Borrower thereof;
provided that, if such default is not reasonably susceptible to cure within such
thirty (30) days period and Borrower diligently and continuously pursues the
cure of such default, then upon Borrower's written request therefor, Lender
shall grant a reasonable extension of such cure period, but not exceeding sixty
(60) days.

6.5   Events of Default Pursuant to Loan Documents.  If a default or
--------------------------------------------                  
event of default occurs pursuant to the Note, the Security Documents, or any of
the other Loan Documents.

6.6   Assignment or Transfer.  If Borrower assigns or attempts to
----------------------                                     
assign this Loan Agreement, any rights hereunder, or any advance to be made
hereunder to any Person, or if Borrower's interest in or rights under this Loan
Agreement are voluntarily or involuntarily transferred to any Person, by
operation of law or otherwise, including, without limitation, such transfer by
Borrower as debtor-in-possession or by a trustee for Borrower under the United
States Bankruptcy Code, whether or not the obligations of Borrower under this
Loan Agreement are assumed by such Person.

6.7   Voluntary Insolvency Proceedings.  The filing by any Obligor of
--------------------------------                               
a voluntary petition in Bankruptcy or any Obligor's adjudication as a bankrupt
or insolvent, or the filing by any Obligor of any petition or answer seeking or
acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief for such Obligor under any present
or future federal, state, or other statute, law, or regulation relating to
Bankruptcy, insolvency, or other relief for debtors, or any Obligor's seeking or
consenting to, or acquiescence in, the appointment of any trustee, receiver, or
liquidator of such Obligor or of all or any substantial part of such Obligor's
Project or of any or all of the rents, revenues, issues, earnings, profits, or
income thereof, or the making of any general assignment for the benefit of
creditors or the admission in writing by any Obligor of an inability to pay such
Obligor's debts generally as they become due.

6.8   Involuntary Insolvency Proceedings.  The entry by a court of
----------------------------------                          
competent jurisdiction of an order, judgment, or decree approving a petition
filed against any Obligor seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any present or
future federal, state, or other statute, law, or regulation relating to
Bankruptcy, insolvency, or other relief for debtors, which order, judgment, or
decree remains unvacated and unstayed for an aggregate of sixty (60) days
(whether or not consecutive) from the date of entry thereof, or the appointment
of any trustee, receiver, or liquidator of any Obligor or of all or any
substantial part of such Obligor's property or of any or all of the rents,
revenues, issues, earnings, profits, or income thereof, which appointment
remains unvacated and unstayed for an aggregate of sixty (60) days (whether or
not consecutive).

6.9.  Change in Ownership.  If any change occurs in the composition,
-------------------                                           
form of business association, management, or ownership of any Obligor
(including, without limitation, any change occurring as the result of the death
or legal incompetency of Guarantor), unless the prior written consent of Lender
is obtained, which consent may be granted or refused by the Lender in its sole
discretion.

Amended and Restated Loan Agreement - Page 19

6.10.    Misrepresentation.  If any certificate, statement,
-----------------                                 
representation, warranty, or audit, whether written or unwritten, heretofore or
hereafter furnished by or on behalf of any Obligor pursuant to or in connection
with this Loan Agreement, the Lease, or otherwise (including, without
limitation, representations and warranties contained herein) or as an inducement
to Lender to extend any credit to or to enter into this or any other agreement
with Borrower proves to have been false in any material respect at the time as
of which the facts therein set forth were stated or certified or to have omitted
any substantial contingent or unliquidated liability or claim against any
Obligor, or if on the date of execution of this Loan Agreement any materially
adverse change has occurred in any of the facts previously disclosed by any such
certificate, statement, representation, warranty, or audit, and such change was
not disclosed to Lender at or prior to the time of the execution of this Loan
Agreement.

ARTICLE VII -   REMEDIES UPON DEFAULT

Upon the occurrence of any Event of Default, Lender will have the
absolute right to refuse to disburse any funds hereunder and at its option and
election and in its sole discretion to exercise alternatively or cumulatively
any or all of the remedies set forth in this Article.

7.15.    Termination.  Cancel Lender's obligations pursuant to this
-----------                                               
Loan Agreement by written notice to Borrower; provided that upon the occurrence
of any Event of Default described in Sections 6.6, 6.7, or 6.8 hereof, Lender's
obligations pursuant to this Loan Agreement will terminate immediately and
automatically without notice to Borrower.

7.16.    Specific Performance.  Institute appropriate proceedings to
--------------------                                       
specifically enforce the performance of the terms and conditions of this Loan
Agreement.

7.17.    Taking of Possession.  At Lender's option, take immediate
--------------------                                     
possession of the Project and do anything in its sole judgment to fulfill the
obligations of Borrower hereunder, including availing itself of and procuring
performance of existing contracts, amending the same, or entering into new
contracts with the same contractors or others and employment of watchmen to
protect the Project from injury.

7.18.    Receivership.  Appoint or seek appointment of a receiver,
------------                                             
without notice and without regard to the solvency of Borrower or the adequacy of
the Collateral as security, for the purpose of preserving the Project,
preventing waste, or to protect any and all rights accruing to Lender by virtue
of this Loan Agreement and the Security Documents, and expressly to make any and
all further improvements, whether onsite or offsite, as Lender determines is
necessary to complete the development and construction of the Improvements.  All
expenses incurred in connection with the appointment of such receiver, or in
protecting, preserving, or improving the Project, will be charged against
Borrower and will be deemed Obligations.

7.19.    Acceleration.  Accelerate the maturity of the Note and any
------------                                              
other indebtedness of Borrower to Lender and demand payment of the principal sum
due thereunder, with interest, advances, costs, and reasonable attorneys' fees
actually incurred, and enforce collection of such payment by foreclosure of the
Security Documents, the enforcement of any lien, security title, or security
interest in any other Collateral, or other appropriate action.

Amended and Restated Loan Agreement - Page 20

7.20.    Other.  Exercise any other right, privilege, or remedy
-----                                                 
available to Lender as might  be provided by the Security Documents, the other
Loan Documents, or under any applicable law.

ARTICLE VIII - GENERAL PROVISIONS

8.21.    Loan Agreement Part of Note and Other Loan Documents.  The
----------------------------------------------------      
Note and the other Loan Documents specifically incorporate this Loan Agreement
by reference, and in the event that the Note and the other Loan Documents are
duly assigned, this Loan Agreement will be considered assigned in like manner.
If a conflict exists or arises between any of the provisions of this Loan
Agreement and any other Loan Document, the provisions of this Loan Agreement
will control.

8.22.    Document Protocols.  This  Loan Agreement is governed by the
------------------                                          
Document Protocols attached hereto as EXHIBIT A, which is incorporated by
reference herein as if fully set forth herein.

8.23.    Indemnification.  Borrower shall, at its sole cost and
---------------                                       
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties (defined below) from and against any and all claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages, losses, costs, expenses, diminutions in value,
fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in
settlement, or punitive damages, of whatever kind or nature (including, but not
limited to reasonable attorney's fees and other costs of defense) (the "Losses")
imposed upon or incurred by or asserted against any Indemnified Party (but
excluding Losses arising out of Lender's gross negligence or willful misconduct)
and directly or indirectly arising out of or in any way relating to (i) the
ownership of the Security Documents, the Project, or any interest therein, (ii)
any amendment to, or restructuring of, the Loan or the Loan Documents; (iii) any
and all lawful action that may be taken by Lender in connection with the
enforcement of the provisions of this Loan Agreement, the Security Documents, or
any of the other Loan Documents, whether or not suit is filed in connection with
same, or in connection with Borrower, Completion Guarantor, and/or any member,
partner, joint venturer, or shareholder of Borrower becoming a party to a
voluntary or involuntary federal or state bankruptcy, insolvency or similar
proceeding, (iv) any accident, injury to or death of persons or loss of or
damage to property occurring  in, on or about the Project or any part thereof or
adjacent parking areas, streets or ways, (v) any use, nonuse or condition in, on
or about the Project or any part thereof or on the adjoining sidewalks, curbs,
adjacent property or adjacent parking areas, streets, or ways, (vi) any failure
on the part of Borrower to perform or be in compliance with any of the terms of
this Loan Agreement, the Security Documents, or any of the other Loan Documents,
(vii) performance of any labor or services or the furnishing of any materials or
other property in respect of the Project or any part thereof, (viii) the failure
of any person to file timely with the Internal Revenue Service an accurate Form
1099-B, Statement or Recipients of Proceeds from Real Estate, Broker and Barter
Exchange Transactions, which may be required in connection with the Loan, or to
supply copy thereof in a timely fashion to the recipient of the proceeds of the
Loan, (ix) any failure of the Project to be in compliance with any Legal
Requirement, (x) the enforcement by any Indemnified Party of the 

Amended and Restated Loan Agreement - Page 21

provisions of this Section, (xi) any and all claims and demands whatsoever which
may be asserted against Lender by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants, or
agreements contained in the Lease, (xii) the payment of any commission, charge
or brokerage fee to anyone which may be payable in connection with the funding
of the Loan, or (xiii) any misrepresentation made by Borrower in this Loan
Agreement or in any of the other Loan Documents. Any amounts payable to Lender
by reason of the application of this Section shall become immediately due and
payable and shall bear interest at the Default Rate from the date loss or damage
is sustained by Lender until paid. For purposes of this Section, the term
"Indemnified Parties" shall mean Lender and any Person who is or will have been
involved in the origination or administration of the Loan, any Person in whose
name the encumbrance created by the Security Documents is or will have been
recorded, Persons who may hold or acquire or will have held a full or partial
interest in the Loan (including, but not limited to Investors or prospective
investors who hold or have held a full or partial interest in the Loan for the
benefit of third parties) as well as the respective directors, officers,
shareholders, members, partners, employees, agents, servants, representatives,
contractors, subcontractors, affiliates, subsidiaries, participants, successors
and assigns of any other Person who holds or acquires or will have held a
participation or other full or partial interest in the Loan or the Project,
whether during the term of the Loan or as a part of or following a foreclosure
of the Loan and including, but not limited to any successors by merger,
consolidation or acquisition of all or a substantial portion of Lender's assets
and business.

8.24.   Costs and Expenses.  Borrower will bear all taxes, fees, and
------------------                                          
expenses (including reasonable fees and expenses of counsel for Lender) in
connection with the Loan, the Note, the preparation and, if applicable, the
recordation of this Loan Agreement and the other Loan Documents, and in
connection with any amendments, waivers, or consents pursuant to the provisions
hereof hereafter made and any workout or restructuring relating  to the Loan.
If, at any time, an Event of Default occurs or Lender becomes a party to any
suit or proceeding in order to protect its interests or priority in the Project
or its rights under this Loan Agreement or any of the other Loan Documents, or
if Lender is made a party to any suit or proceeding by virtue of the Loan, this
Loan Agreement, or the Project and as a result of any of the foregoing, Lender
employs counsel to advise or provide other representation with respect to this
Loan Agreement, the Project, or to collect the Obligations, or to take any
action in or with respect to any suit or proceeding relating to this Loan
Agreement, any of the other Loan Documents, the Project, Borrower, or any other
Obligor, or to protect, collect, or liquidate any of the Project, or attempt to
enforce any security interest or lien granted to Lender by any of the Loan
Documents, then in any such event, all of the attorney's fees arising from such
services, including fees on appeal and in any bankruptcy proceedings, and any
expenses, costs, and charges relating thereto shall constitute additional
obligations of Borrower to Lender payable on demand of Lender.  Without limiting
the foregoing, Borrower has undertaken the obligation for payment of, and shall
pay, all recording and filing fees, revenue or documentary stamps or taxes,
intangibles taxes, transfer taxes, recording taxes and other taxes, expenses and
charges payable in connection with this Loan Agreement, any of the other Loan
Documents, the Obligations, or the filing of any financing statements or other
instruments required to effectuate the purposes of this Loan Agreement, and if
Borrower fails to do so, Borrower agrees to reimburse Lender for the amounts
paid by Lender, together with penalties or interest, if any, incurred by Lender
as a result of underpayment or nonpayment.  This Section shall survive repayment
of the Obligations.

Amended and Restated Loan Agreement - Page 22

8.25.    Assignability.  Neither this Loan Agreement, nor any rights
-------------                                              
or obligations hereunder, nor any advance to be made hereunder, is assignable by
Borrower.  The rights of Lender under this Loan Agreement are assignable in part
or wholly and any assignee of Lender will succeed to and be possessed of the
rights of Lender hereunder to the extent of the assignment made, including the
right to make advances to Borrower or any approved assignee of Borrower in
accordance with this Loan Agreement.

8.26.    Relationship of the Parties.  Borrower agrees that its
---------------------------                           
relationship with Lender is solely that of debtor and creditor.  Nothing
contained in this Loan Agreement or in any other Loan Document will be deemed to
create a partnership, tenancy-in-common, joint tenancy, joint venture, or co-
ownership by or between Borrower and Lender, or make Lender the agent or
representative of Borrower.  Lender will not be in any way liable or responsible
for any debts, losses, obligations, or duties of Borrower with respect to the
Project or otherwise, including, without limitation, any debts, obligations, or
duties owed at any time to materialmen, contractors, craftsmen, laborers, or
others for goods delivered to or services performed by them in relation to the
Project, it being understood that no contractual relationship, either expressed
or implied, exists between Lender and any materialmen, subcontractors,
craftsmen, laborers, or any other person supplying any work, labor, or materials
for the Project.  Borrower, at all times consistent with the terms and
provisions of this Loan Agreement and the other Loan Documents, will be free to
determine and follow its own policies and practices in the conduct of its
business.

8.27.    Participation.  Borrower acknowledges and agrees that Lender
-------------                                               
may, at its option, sell participation interests in the Loan to other
participating lenders, provided, however, that Borrower shall continue to be
entitled to deal with Lender as though no such participations had been sold.
Borrower agrees with all present and future such participants that if an Event
of Default occurs, each participant will have all of the rights and remedies of
Lender with respect to any deposit due from any participant to Borrower,
including, without limitation, the right to set off such deposits against
Borrower's obligations hereunder.  The execution by a participant of a
participation agreement with Lender and the execution by Borrower of this Loan
Agreement, regardless of the order of execution, will evidence an agreement
between Borrower and such participant in accordance with the terms hereof.

8.9.     Repair and Restoration of Property.
---------------------------------- 

(a)      In the event that (i) the net proceeds of insurance received
by Lender as a result of damage or destruction of the Project, or in the case of
condemnation, the net amount of all awards and payments received by Lender with
respect to such taking, after deduction of Lender's reasonable costs and
expenses (including, but not limited to, reasonable legal costs and expenses),
in collecting the same, whichever the case may be (the "Net Proceeds") do not
exceed $250,000.00 ("Casualty Benchmark"), (ii) the costs of completing the
repair and restoration of the Project (a "Restoration"), as reasonably estimated
by Lender, shall be less than or equal to the Casualty Benchmark, (iii) no
Default or Event of Default shall have occurred and be continuing, (iv) the
Project and the use thereof after the Restoration shall be in compliance with,
and permitted under, all Legal Requirements, (v) such fire or other casualty or
taking, as applicable, does not materially impair access to the Project in any
respect, then Lender shall disburse the entire Net Proceeds directly to
Borrower, and Borrower shall 

Amended and Restated Loan Agreement - Page 23

commence and diligently prosecute to completion the Restoration to as nearly as
possible the condition the Project was in immediately prior to such fire or
other casualty or to such taking. Borrower shall segregate the Net Proceeds from
other funds of Borrower to be used to pay for the cost of the Restoration in
accordance with the terms hereof.

(b)  If the Net Proceeds are greater than the Casualty Benchmark, such
Net Proceeds shall be held by Lender in a segregated account to be made
available to Borrower for the Restoration in accordance with the following
provisions:

(1)  Borrower shall commence and diligently prosecute to
completion the Restoration of the Project (in the case of a taking, to
the extent the Project is capable of being restored). The Net Proceeds
shall be made available to Borrower for payment of, or reimbursement
of Borrower's expenses in connection with, the Restoration, subject to
the following conditions: (i) no Potential Default or Event of Default
shall have occurred and be continuing; (ii) Lender shall, within a
reasonable period to time prior to request for initial disbursement of
the Net Proceeds, be furnished with an estimate of the cost of the
Restoration accompanied by a design architect's certification as to
such costs and appropriate plans and specifications for the
Restoration; (iii) the Net Proceeds, together with any cash or cash
equivalent deposited by Borrower with Lender, are sufficient to cover
the cost of the Restoration as such costs are certified by the design
architect; (iv) the Lease shall not have been terminated as a result
of such damage, destruction or condemnation of the Project; (v) the
Restoration can reasonably be completed on or before the earlier of
(A) the Commitment Expiration Date, and (B) the date required for such
completion under the terms of the Lease,; (vii) the Project and the
use thereof after the Restoration shall be in compliance with, and
permitted under, all Legal Requirements; and (viii) such fire or other
casualty or taking, as applicable, does not impair access to the Land
or the Improvements to such an extent that the Project cannot be used
for the purpose intended.

(b)  The Net Proceeds shall be held by Lender, and until
disbursed in accordance with the provisions of this Section, shall
constitute additional security for the Obligations. The Net Proceeds
shall be disbursed by Lender to, or directed by, Borrower from time to
time during the course of the Restoration in accordance with the
provisions of this Loan Agreement applicable to disbursement of
proceeds of the Loan. Lender shall have the use of the plans and
specifications and all permits, licenses and approvals required or
obtained in connection with the Restoration. The identity of the
contractors, subcontractors and materialmen engaged in the
Restoration, as well as the contracts under which they have been
engaged, shall be subject to prior review and approval (not to be
unreasonably withheld) by Lender and Lender's independent construction
consultant. All reasonable costs and expenses actually incurred by
Lender in connection with making the Net Proceeds available for the
Restoration including, without limitation, reasonable counsel fees and
disbursements and the Lender's consultant's fees, shall be paid by
Borrower.

(c)  In no event shall Lender be obligated to make disbursements
of the Net Proceeds in excess of an amount equal to the costs actually
incurred from time to time for work in place as part of the
Restoration, as certified by Lender's consultant (the

Amended and Restated Loan Agreement - Page 24

"Casualty Consultant"), minus the Retainage as provided with respect
to the Loan (the "Casualty Retainage"). The Casualty Retainage shall
not be released until the Casualty Consultant certifies to Lender that
the Restoration has been completed in accordance with the provisions
of this Section and that all approvals necessary for the re-occupancy
and use of the Project have been obtained from all appropriate
governmental and quasi-governmental authorities, and Lender receives
evidence reasonably satisfactory to Lender that the costs of the
Restoration have been paid in full or shall be paid in full out of the
Casualty Retainage, provided, however, that Lender shall release the
portion of the Casualty Retainage being held with respect to any
contractor, subcontractor or materialman engaged in the Restoration as
of the date upon which the Casualty Consultant certifies to Lender
that the contractor, subcontractor or materialman engaged in the
Restoration has satisfactorily completed all work and has supplied all
materials in accordance with the provisions of the contractor's,
subcontractor's, or materialman's contract, and the contractor,
subcontractor or materialman delivers the lien waivers and evidence of
payment in full of all sums due to the contractor, subcontractor, or
materialman as may be reasonably requested by Lender or by the title
company insuring the lien of the Mortgage. If required by Lender, the
release of any such portion of the Casualty Retainage shall be
approved by the surety company, if any, which has issued a payment or
performance bond with respect to the contractor, subcontractor, or
materialman.

(d)  If at any time the Net Proceeds or the undisbursed balance
thereof shall not, in the opinion of Lender, be sufficient to pay in
full the balance of the costs which are estimated by the Lender's
Consultant to be incurred in connection with the completion of the
Restoration, Borrower shall deposit the deficiency (the "Net Proceeds
Deficiency") with Lender before any further disbursement of the Net
Proceeds shall be made. The Net Proceeds Deficiency deposited with
Lender shall be held by Lender and shall be disbursed for costs
actually incurred in connection with the Restoration on the same
conditions applicable to the disbursement of the Net Proceeds, and
until so disbursed pursuant to this Section shall constitute
additional security for the Obligations.

(e)  The excess, if any, of the Net Proceeds and the remaining
balance, if any, of the Net Proceeds Deficiency deposited with Lender
after the Lender's Consultant certifies to Lender that the Restoration
has been completed in accordance with the provisions of this Section
and the receipt by Lender of evidence satisfactory to Lender that all
costs incurred in connection with the Restoration have been paid in
full, shall be remitted by Lender to Borrower, provided no Potential
Default or Event of Default shall have occurred and be continuing.

(f)  All Net Proceeds not required (i) to be made available for
the Restoration or (ii) to be returned to Borrower as excess Net
Proceeds pursuant to the preceding subsection shall be retained and
applied by Lender toward the payment of the Obligations, whether or
not then due and payable, in such order, priority, and proportions as
Lender in its discretion shall deem proper or, at the discretion of
Lender, the same shall be paid, either in whole or in part, to
Borrower.

[THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]

Amended and Restated Loan Agreement - Page 25

IN WITNESS WHEREOF, Borrower and Lender have caused this Loan
Agreement to be executed by their duly authorized representatives under seal as
of the date first set forth above, with the intention that this instrument take
effect as an instrument under seal.

CARTER SUNFOREST, L.P., a Georgia limited
partnership

By:  CARTER & ASSOCIATES ENTERPRISES, INC.,
a Georgia corporation
Its Sole General Partner

By: /s/ Bradley D. Reese
---------------------------
Name: Bradley D. Reese
-------------------------
Title: Senior Vice President
------------------------

[Affix corporate seal]

SOUTHTRUST BANK, NATIONAL
ASSOCIATION,
a national banking association

By: /s/ James R. Potter
--------------------------
Name: James R. Potter
------------------------
Title: Vice President
-----------------------
Amended and Restated Loan Agreement - Page 26    

EXHIBIT A

DOCUMENT PROTOCOLS RIDER

With respect to any Loan Document that states in substance that it is
governed by the "Document Protocols," the following provisions shall govern and
apply to such Loan Document:

(2) DEFINITIONS. For the purposes of this Document Protocols Rider,
all capitalized terms used but not otherwise defined herein shall have the
meanings provided therefor in the Loan Agreement to which this Document
Protocols Rider is annexed.

(3) GENERAL RULES OF USAGE. These Document Protocols shall apply to
such Loan Document as from time to time amended, modified, replaced, restated,
extended or supplemented, including by waiver or consent, and to all attachments
thereto and all other documents or instruments incorporated therein. When used
in any Loan Document governed by these Document Protocols, (i) references to a
Person are, unless the context otherwise requires, also to its heirs, executors,
legal representatives, successors, and assigns, as applicable, (ii) "hereof,"
"herein," "hereunder" and comparable terms refer to the entire Loan Document in
which such terms are used and not to any particular article, section, or other
subdivision thereof or attachment thereto, (iii) references to any gender
include, unless the context otherwise requires, references to all genders, and
references to the singular include, unless the context otherwise requires,
references to the plural, and vice versa, (iv) "shall" and "will" have equal
force and effect, (v) references in a Loan Document to "Article," "Section,"
"paragraph" or another subdivision or to an attachment are, unless the context
otherwise requires, to an article, section, paragraph, or subdivision of or an
attachment to such Loan Document, (vi) all accounting terms not otherwise
defined therein have the meanings assigned to them in accordance with GAAP, and
(vii) "include," "includes" and "including" shall be deemed to be followed by
"without limitation" whether or not they are in fact followed by such words or
words of like import.

(4) [RESERVED] 

(5) NOTICES. All notices, consents, approvals, statements, requests,
reports, demands, instruments or other communications to be made, given or
furnished pursuant to, under or by virtue of such Loan Document (a "notice")
shall be in writing and shall be deemed given or furnished if addressed to the
party intended to receive the same at the address of such party as set forth
below (i) upon receipt when personally delivered at such address, (ii) three (3)
Business Days after the same is deposited in the United States mail as first
class registered or certified mail, return receipt requested, postage prepaid,
or (iii) one Business Day after the date of delivery of such notice to a
nationwide, reputable commercial courier service:

Amended and Restated Loan Agreement - Page 27

Lender:             SouthTrust Bank, National Association        
420 North Twentieth Street                   
11th Floor                                   
Birmingham, Alabama 35203                    
Attention:  Commercial Real Estate Loan Dept. 

Borrower:           Carter Sunforest, L.P. 
1275 Peachtree Street  
Suite 100              
Atlanta, Georgia  30367
Attn:  Bradley D. Reese 

Guarantor:          Carter & Associates, L.L.C.
1275 Peachtree Street     
Suite 100                 
Atlanta, Georgia  30367   
Attn:  Bradley D. Reese    

With a copy to:     M. Andrew Kauss, Esq.
Kilpatrick, Stockton, LLP
1100 Peachtree Street
Suite 2800                  
Atlanta, Georgia  30309-4530 

Any party may change the address to which any notice is to be delivered to any
other address within the United States of America by furnishing written notice
of such change at least fifteen (15) days prior to the effective date of such
change to the other parties in the manner set forth above, but no such notice of
change shall be effective unless and until received by such other parties.
Rejection or refusal to accept, or inability to deliver because of changed
address or because no notice of changed address was given, shall be deemed to be
receipt of any such notice. Any notice to an entity shall be deemed to be given
on the date specified in this Section without regard to when such notice is
delivered by the entity to the individual to whose attention it is directed and
without regard to the fact that proper delivery may be refused by someone other
than the individual to whose attention it is directed. If a notice is received
by an entity, the fact that the individual to whose attention it is directed is
no longer at such address or associated with such entity shall not affect the
effectiveness of such notice. Notices may be given on behalf of any party by
such party's attorneys.

(6) SEVERABILITY. Whenever possible, each provision of such Loan
Document shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of such Loan Document shall be
prohibited by or invalid or unenforceable under the applicable law of any
jurisdiction with respect to any Person or circumstance, such provision shall be
ineffective to the extent of such prohibition, invalidity or unenforceability,
without invalidating the remaining provisions of such Loan Document or affecting
the validity or enforceability of such provisions in any other jurisdiction or
with respect to other Persons or circumstances. To the extent permitted by
applicable law, the parties to such Loan Document 

Amended and Restated Loan Agreement - Page 28

thereby waive any provision of law that renders any provision thereof
prohibited, invalid or unenforceable in any respect.

(7) REMEDIES NOT EXCLUSIVE. No remedy therein conferred upon or
reserved to Lender is intended to be exclusive of any other remedy or remedies
available to Lender under such Loan Document, at law, in equity or by statute,
and each and every such remedy shall be cumulative and in addition to every
other remedy given thereunder or now or hereafter existing at law, in equity or
by statute.

(8) LIABILITY. If Borrower or Guarantor consists of more than one
Person, the obligations and liabilities of each such Person under such Loan
Document shall be joint and several.

(9) BINDING OBLIGATIONS; COVENANTS RUN WITH THE LAND. Such Loan
Document shall be binding upon Borrower or Indemnitor, as the case may be, and
the successors, assigns, heirs and personal representatives of Borrower or
Indemnitor, as the case may be, and shall inure to the benefit of Lender and all
subsequent holders of such Loan Document and their respective officers,
directors, employees, shareholders, agents, successors and assigns. Nothing in
such Loan Document, whether express or implied, shall be construed to give any
Person (other than the parties thereto and their permitted successors and
assigns and as expressly provided therein) any legal or equitable right, remedy
or claim under or in respect of such Loan Document or any covenants, conditions
or provisions contained therein. If such Loan Document is to be recorded, all of
the grants, covenants, terms, provisions, covenants and conditions of such Loan
Document shall run with the land.

(10) NO ORAL MODIFICATIONS. Such Loan Document, and any of the
provisions thereof, cannot be altered, modified, amended, waived, extended,
changed, discharged or terminated orally or by any act on the part of Borrower,
Guarantor, or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any alteration, modification, amendment, waiver,
extension, change, discharge or termination is sought. Without limiting the
generality of the foregoing, any payment made by Lender for insurance premiums,
impositions or any other charges affecting the Property shall not constitute a
waiver of Borrower's or Guarantor's default in making such payments and shall
not obligate Lender to make any further payments.

(11) ENTIRE AGREEMENT. Such Loan Document, together with the other
applicable Loan Documents and this Rider, constitutes the entire agreement of
the parties thereto with respect to the subject matter thereof and supersedes
all prior written and oral agreements and understandings with respect to such
subject matter.

(12) WAIVER OF ACCEPTANCE. Borrower and Guarantor hereby waive any
acceptance of such Loan Document by Lender in writing, and such Loan Document
shall immediately be binding upon Borrower or Guarantor, or both, as the case
may be.

(13) JURISDICTION, COURT PROCEEDINGS. EACH OF LENDER, BORROWER, AND
GUARANTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,
(I) SUBMITS TO PERSONAL, NONEXCLUSIVE

Amended and Restated Loan Agreement - Page 29

JURISDICTION IN THE STATE OF GEORGIA RESPECT TO ANY SUIT, ACTION, OR PROCEEDING
BY ANY PERSON ARISING FROM, RELATING TO, OR IN CONNECTION WITH SUCH LOAN
DOCUMENT OR THE LOAN, (II) AGREES THAT ANY SUCH SUIT, ACTION, OR PROCEEDING MAY
BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN
THE STATE OF GEORGIA, AND (III) SUBMITS TO THE JURISDICTION OF SUCH COURTS. EACH
OF BORROWER AND GUARANTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, FURTHER AGREES THAT IT SHALL NOT BRING ANY ACTION, SUIT, OR PROCEEDING
IN ANY FORUM OTHER THAN IN THE STATE OF GEORGIA (BUT NOTHING HEREIN SHALL AFFECT
THE RIGHT OF LENDER TO BRING ANY ACTION, SUIT, OR PROCEEDING IN ANY OTHER
FORUM), AND IRREVOCABLY AGREES NOT TO ASSERT ANY OBJECTION WHICH IT MAY EVER
HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION, OR PROCEEDING IN ANY
FEDERAL OR STATE COURT LOCATED IN THE STATE OF GEORGIA AND ANY CLAIM THAT ANY
SUCH ACTION, SUIT, OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

(14) [RESERVED]

(15) WAIVER OF COUNTERCLAIM. BORROWER AND GUARANTOR EACH HEREBY
KNOWINGLY WAIVES THE RIGHT TO ASSERT ANY COUNTERCLAIM, OTHER THAN A COMPULSORY
OR MANDATORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST EITHER OF
THEM BY LENDER.

(16) WAIVER OF JURY TRIAL. BORROWER, GUARANTOR, AND LENDER, TO THE
FULL EXTENT PERMITTED BY LAW, EACH HEREBY KNOWINGLY, INTENTIONALLY, AND
VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES,
RELINQUISHES, AND FOREVER FORGOES HEREBY THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY
ANY OF THEM AGAINST THE OTHER BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING
TO OR IN CONNECTION WITH SUCH LOAN DOCUMENT, THE LOAN, OR ANY COURSE OF CONDUCT,
ACT, OMISSION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, SUCH PERSON'S DIRECTORS,
OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER
PERSONS AFFILIATED WITH SUCH PERSON), IN CONNECTION WITH THE LOAN OR SUCH LOAN
DOCUMENT, INCLUDING, WITHOUT LIMITATION, IN ANY COUNTERCLAIM WHICH BORROWER OR
GUARANTOR MAY BE PERMITTED TO ASSERT THEREUNDER OR WHICH MAY BE ASSERTED BY
LENDER AGAINST BORROWER OR GUARANTOR, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE. THIS WAIVER BY BORROWER AND GUARANTOR OF THEIR RIGHT TO A JURY TRIAL
IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN.

(17) NO WAIVERS BY LENDER. No delay or omission of Lender in
exercising any right or power accruing upon any default under such Loan Document
shall impair any such right or power or shall be construed to be a waiver of any
default under such Loan Document or any acquiescence therein, nor shall any
single or partial exercise of any such right or power or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. Acceptance
of any payment after the occurrence of a default under such Loan Document shall
not be deemed to waive or cure such default under such Loan Document; and every
power and remedy given by such Loan Document to Lender may be exercised from
time to time as often as may be deemed expedient by Lender. Borrower and
Guarantor hereby waive any right to require Lender at any time to pursue any
remedy in Lender's power whatsoever.

Amended and Restated Loan Agreement - Page 30

(18) WAIVER OF NOTICE. Neither Borrower nor Guarantor shall be
entitled to any notices of any nature whatsoever from Lender except with respect
to matters for which such Loan Document specifically and expressly provides for
the giving of notice by Lender to Borrower or Guarantor, as the case may be, and
except with respect to matters for which Borrower or Guarantor, as the case may
be, is not, pursuant to applicable legal requirements, permitted to waive the
giving of notice. Each of Borrower and Guarantor hereby expressly waives the
right to receive any notice from Lender with respect to any matter for which
such Loan Document does not specifically and expressly provide for the giving of
notice by Lender to Borrower or Guarantor, as the case may be. Any provision of
such Loan Document which expressly provides for the giving of notice by Lender
to Borrower or Guarantor shall be deemed eliminated ab initio if Lender is
prevented from giving such notice by bankruptcy or other applicable law, and
with respect to any provision of such Loan Document which gives Borrower or
Guarantor the opportunity to cure a default within a specified period commencing
upon the giving of notice by Lender to Borrower or Guarantor, then such cure
period shall commence upon the occurrence of the event giving rise to such
default rather than the giving of notice.

(19) OFFSETS, COUNTERCLAIMS AND DEFENSES. Any assignee of such Loan
Document from Lender or any successor or assignee of Lender shall take the same
free and clear of all offsets, counterclaims, or defenses that are unrelated to
such Loan Document which Borrower or Guarantor may otherwise have against any
assignor of such Loan Document, and no such unrelated counterclaim or defense
shall be interposed or asserted by Borrower or Guarantor in any action or
proceeding brought by any such assignee upon such Loan Document, and any such
right to interpose or assert any such unrelated offset, counterclaim or defense
in any such action or proceeding is hereby expressly waived by Borrower and
Guarantor.

(20) TIME OF THE ESSENCE. TIME SHALL BE OF THE ESSENCE IN THE
PERFORMANCE OF ALL OBLIGATIONS OF BORROWER AND GUARANTOR UNDER SUCH LOAN
DOCUMENT.

(21) GOVERNING LAW. SUCH LOAN DOCUMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, EXCEPT (I) THE
CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS OF THE
SECURITY DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE
PROJECT IS LOCATED AND (II) TO THE EXTENT THAT THE APPLICABILITY OF ANY OF SUCH
LAWS MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAW, THEN IN SUCH CASE FEDERAL
LAW SHALL SO GOVERN AND BE CONTROLLING.

(22) SOLE DISCRETION OF LENDER. Wherever pursuant to such Loan
Document, Lender exercises any right given to it to approve or disapprove, or
any arrangement or term is to be satisfactory to Lender, the decision of Lender
to approve or disapprove or to decide that arrangements or terms are
satisfactory or not satisfactory shall be in the sole discretion of Lender and
shall be final and conclusive, except as may be otherwise specifically provided
therein. In addition, Lender shall have the right to refuse to grant its
consent, approval or acceptance or to indicate its satisfaction whenever such
consent, approval, acceptance or satisfaction shall be required under such Loan
Document.

(23) COUNTERPARTS. Such Loan Document may be executed in any number of
separate counterparts, each of which, when so executed and delivered, shall be
deemed an

Amended and Restated Loan Agreement - Page 31

original, but all of which, collectively and separately, shall constitute one
and the same Loan Document. All signatures need not be on the same counterpart.
The failure of any party thereto to execute such Loan Document, or any
counterpart hereof, shall not relieve the other signatories from their
obligations hereunder.

(24) EXHIBITS INCORPORATED; HEADINGS. The information set forth on the
cover of such Loan Document, the table of contents, the headings, and the
exhibits annexed thereto, if any, shall be deemed to be incorporated therein as
a part thereof with the same effect as if set forth in the body thereof. The
headings and captions of the various articles, sections, and paragraphs of such
Loan Document are for convenience of reference only and shall not be construed
as modifying, defining, or limiting, in any way, the scope or intent of the
provisions thereof.

(25) INTERPRETATION. No provision of such Loan Document shall be
construed against or interpreted to the disadvantage of any party thereto by any
court or other governmental or judicial authority by reason of such party's
having or being deemed to have structured or dictated such provision.

(26) REMEDIES OF BORROWER AND GUARANTOR. If Borrower or Guarantor, as
the case may be, shall seek the approval or consent of Lender under such Loan
Document, which Loan Document expressly provides that Lender's approval shall
not be unreasonably withheld, and Lender shall fail or refuse to give such
consent or approval, the burden of proof as to whether or not Lender acted
unreasonably shall be upon Borrower or Guarantor, as the case may be. In
addition thereto, in the event that a claim or adjudication is made that Lender
has acted unreasonably or unreasonably delayed acting in any case where by law
or under such Loan Document it has an obligation to act reasonably or promptly,
Lender shall not be liable for any monetary damages, and the remedies of
Borrower and Guarantor shall be limited to injunctive relief or declaratory
judgment.

(27) RELEASE OF ANY PARTY. Any one or more parties liable upon or in
respect of such Loan Document may be released without affecting the liability of
any party not so released.

(28) ATTORNEYS' FEES. Wherever it is provided in such Loan Document
that Borrower or Guarantor pay any costs and expenses, such costs and expenses
shall include, without limitation, all reasonable attorneys', paralegal and law
clerk fees and disbursements, including, without limitation, fees and
disbursements at the pre-trial, trial and appellate levels incurred or paid by
Lender.

(29) METHOD OF PAYMENT. All amounts required to be paid by any party
to such Loan Document to any other party shall be paid in such freely
transferable coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.

(30) TRUE COPY. By executing such Loan Document, Borrower or
Guarantor, as the case may be, acknowledges that it has received a true copy of
such Loan Document.

Amended and Restated Loan Agreement - Page 32

1. SECONDARY MARKET TRANSACTIONS. Lender may (i) sell the Loan and the
Loan Documents to one or more investors as a whole, (ii) participate the Loan to
one or more investors, (iii) deposit the Loan Documents with a trust, which
trust may sell certificates to investors evidencing an ownership interest in the
trust assets, or (iv) otherwise sell the Loan or interest therein to investors
(the transactions referred to in clauses (i) through (iv) are hereinafter
referred to as "Secondary Market Transactions"). Borrower shall, at Lender's
expense, cooperate in good faith with Lender in effecting any such Secondary
Market Transaction and shall cooperate in good faith to implement all
requirements reasonably imposed by the participants involved in any Secondary
Market Transaction, including, without limitation, all structural or other
changes to the Loan, modifications to any Loan Documents, delivery of opinions
of counsel acceptable to the Rating Agency and addressing such matters as the
Rating Agency may require; provided, however, that Borrower shall not be
required to modify any Loan Documents that would modify (aa) the interest rate
payable under the Note, (bb) the stated maturity of the Note, (cc) the
amortization of principal of the Note, or (dd) any other material economic term
or other operating covenants of the Loan. Borrower shall provide such
information and documents relating to Borrower or the Property as Lender or any
Rating Agency may reasonably request in connection with a Secondary Market
Transaction. Borrower acknowledges and agrees that all information relating to
the Loan, the Loan Documents, the Property, and Borrower within the possession
of or later acquired by Lender or its agents, may be disclosed to prospective or
actual purchasers, participants, underwriters, Rating Agencies, other loan
servicers, and persons or entities acting as trustee of any trusts, investment
conduits, or other entities to which the Loan may be assigned, and Borrower
hereby consents to such disclosures. Borrower acknowledges that certain
information regarding the Loan and the parties thereto and the Property may be
included in a private placement memorandum, prospectus, or other disclosure
documents.

Amended and Restated Loan Agreement - Page 33

EXHIBIT 10.40

AMENDED AND RESTATED PROMISSORY NOTE

FROM CARTER SUNFOREST, L.P.

TO

SOUTHTRUST BANK, NATIONAL ASSOCIATION

AMENDED AND RESTATED PROMISSORY NOTE

$15,500,000.00                                                DECEMBER 31, 1998

FOR VALUE RECEIVED, the undersigned CARTER SUNFOREST, L.P., a Georgia
limited partnership, ("Borrower"), promises to pay to the order of SOUTHTRUST
BANK, NATIONAL ASSOCIATION, a national banking association ("Lender), the
principal sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($15,500,000.00) or so much thereof as may have been advanced to Borrower from
time to time hereunder in accordance with, and subject to the conditions of,
that certain Amended and Restated Loan Agreement of even date herewith between
Borrower and Lender (as the same might hereafter be amended, extended,
supplemented, or restated, the "Loan Agreement"), together with interest and
other charges as provided herein.

1.   DEFINITIONS.  Capitalized terms used, but not otherwise defined, in
this Note shall have the meanings given them in the Loan Agreement.  In
addition, the following terms shall have the following meanings:

"Adjusted LIBOR" shall mean the quotient of (i) the "London Interbank
Offered Rate (LIBOR)" at which U.S. Dollar deposits for a maturity
comparable to the Interest Period are offered to Lender in immediately
available funds in the London Interbank Market, as quoted in the Money
Rates section of The Wall Street Journal as effective for contracts entered
into on the first day of the applicable Interest Period, divided by (ii)
1.00 minus any applicable Reserve Requirement for such Interest Period
required by Regulation D (expressed as a decimal).

"Base Rate" shall mean the per annum rate of interest periodically
designated and announced to the public by Lender as its "Base Rate". The
Base Rate is not necessarily the lowest rate charged by Lender.

"Business Day" shall mean a day which is not a public holiday and on
which banks in Atlanta, Georgia, are customarily open for business.

"Default Rate" shall mean a per annum rate of interest equal to two
percentage points (2%) in excess of the rate of interest otherwise
applicable hereunder on the date the Default Rate takes effect.

================================================================================
THIS NOTE AMENDS, RENEWS, DECREASES, AND RESTATES THAT CERTAIN PROMISSORY NOTE
DATED MARCH 31, 1998, PAYABLE BY BORROWER TO THE ORDER OF LENDER IN THE
PRINCIPAL AMOUNT OF $20,251,000.00 (THE "ORIGINAL NOTE").  LENDER HAS PAID THE
STATE OF FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT REQUIRED BY LAW WITH
RESPECT TO THE ORIGINAL NOTE AND, ACCORDINGLY, NO ADDITIONAL DOCUMENTARY STAMP
TAX IS DUE WITH RESPECT TO THIS AMENDED AND RESTATED NOTE.

- --------------------------------------------------------------------------------
Amended and Restated Promissory Note - Page 1

"Eurodollar Rate" shall mean the rate per annum (rounded upwards, if
necessary, to the nearest 0.0625%) equal to the Adjusted LIBOR plus one
hundred eighty-five basis points (1.85%), which rate shall not fluctuate
during each Interest Period.

"Interest Period" shall mean each successive period of one (1) Month
following the date of this Note, provided that (i) no Interest Period may
extend beyond the maturity of this Note, and (ii) if any such Interest
Period would otherwise end on a day that is not a Business Day, that
Interest Period shall be extended to the next succeeding Business Day.

"Maturity Date" shall mean December 31, 2000.

"Month" shall mean, with respect to an Interest Period, the interval
commencing on a Scheduled Payment Date and ending on the day before the
next Scheduled Payment Date, inclusive; provided that the first Month of
the initial Interest Period shall commence on the date of this Note and end
on the day before the first Scheduled Payment Date.

"Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System from time to time in effect and shall include
any successor or other regulation or official interpretation of said Board
of Governors relating to reserve requirements applicable to member banks of
the Federal Reserve System.

"Reserve Requirement" shall mean with respect to any Interest Period,
the weighted average during such Interest Period of the maximum aggregate
reserve requirement (including all basic, supplemental, marginal, and other
reserves and taking into account any transitional adjustments or other
scheduled changes in reserve requirements during the Interest Period), if
any, that is imposed under Regulation D and that is applicable to the class
of banks of which Lender is a member on "eurocurrency liabilities," as that
term is defined in Regulation D. Lender acknowledges that, as of the date
hereof, the Reserve Requirement is zero, provided that the Reserve
Requirement may increase from time to time during the term of this Note.

"Scheduled Payment Date" shall mean any date on which a payment of
principal or interest (or both) is due under the terms of this Note.

2.   PAYMENT TERMS. On the date of this Note, Borrower shall pay all
interest accrued and to accrue on the outstanding principal of the Note through
and including December 31, 1998.  On February 1, 1999, and on the first (1st)
day of each successive calendar month thereafter until the Maturity Date,
Borrower shall pay to Lender (i) all accrued but unpaid interest on the
outstanding principal of this Note, plus (ii) an installment of principal in the
amount of $12,500.00.  On the Maturity Date, Borrower shall pay to Lender the
entire outstanding principal balance of this Note, together with all accrued
interest thereon.  All payments shall be applied, at Lender's option, first to
any fees, expenses, or other costs that Borrower is obligated to pay under this
Note or the

- --------------------------------------------------------------------------------
Amended and Restated Promissory Note - Page 2

other Loan Documents, second to interest due on this Note, and third to the
outstanding principal of this Note. All payments, fees, charges, and other sums
due hereunder shall be remitted to Lender at the following address:

SouthTrust Bank, National Association
P. O. Box 830776
Birmingham, Alabama  35283-0776
Attn:  McCracken Loan Servicing

or at such other address as Lender or any subsequent holder of this Note may
from time to time designate in writing.  All principal, interest, and other
charges payable under this Note shall be paid in lawful money of the United
States of America.

3.   INTEREST RATE.

(a)  The principal of this Note outstanding from time to time shall bear
interest at the Eurodollar Rate.  As of the commencement of each Interest Period
following the initial Interest Period hereunder, the rate of interest on this
Note shall increase or decrease to reflect change in the Eurodollar Rate from
the Interest Period just ended.

(b)  Notwithstanding anything to the contrary herein, if at any time Lender
determines, in accordance with reasonable and ordinary commercial standards,
that its acquisition of funds in the London Interbank Market would be in
violation of any law, regulation, guideline, or order, Lender may so notify
Borrower in writing or by telephone, and upon the giving of such notice, this
Note will immediately cease bearing interest at the Eurodollar Rate as provided
above, and the outstanding principal of this Note shall thereupon commence to
bear interest at the variable per annum rate equal to the Base Rate; provided
that if, as of the last day on which interest on this Note accrues at the
Eurodollar Rate, the Base Rate is lower or higher than the Eurodollar Rate in
effect on this Note on such date, then a spread shall be added to or subtracted
from Base Rate in an amount equal to the difference between the Base Rate and
the Eurodollar Rate in effect on this Note (the "Base Rate Spread"), and
principal of this Note shall thereafter bear interest at the variable rate equal
to the Base Rate Spread plus the Base Rate.  For example, if on such day the
Eurodollar Rate is 6.75% and the Base Rate is 6.25%, then the Base Rate Spread
shall be 0.50%.  If on such day the Base Rate is 7.50%, then the Base Rate
Spread shall be -0.75%.  At all times while this Note bears interest at a rate
determining by using the Base Rate as a reference, such rate shall be adjusted
to reflect changes in the Base Rate, with such adjustments being effective of
the date that the Base Rate changes.  Notwithstanding the fact that Lender has
based the interest rate applicable hereunder upon Lender's cost of funds in the
London Interbank Market, Lender shall not be required actually to obtain funds
from such source at any time.

(c)  Upon the occurrence of any Event of Default hereunder, the principal
amount of this Note shall automatically, without notice to or demand upon
Borrower, bear interest at the Default Rate.  Borrower agrees that the Default
Rate represents a fair and reasonable estimate by Borrower and Lender of a fair
average compensation for the risk of loss that Lender will experience due to the
occurrence of an Event of Default and for the cost and expenses that might be
incurred by Lender by reason of the occurrence of an Event of Default, with the
parties agreeing that the

- --------------------------------------------------------------------------------
Amended and Restated Promissory Note - Page 3

damages caused by such increased risk and extra cost and expenses are
impracticable or extremely difficult to ascertain or estimate. The payment by
Borrower of interest at the Default Rate will not prejudice the rights of Lender
to collect any other amounts required to be paid by Borrower hereunder or under
any of the other Loan Documents.

(d)  All interest on the principal of this Note, whether calculated using
the Eurodollar Rate, the Base Rate, or the Default Rate as a reference, shall be
calculated on the basis of a 360-day year by multiplying the outstanding
principal amount by the applicable per annum rate, multiplying the product
thereof by the actual number of days elapsed, and dividing the product so
obtained by 360.

4.   PREPAYMENT.  Borrower may prepay the outstanding principal of this
Note, or any part thereof, at any time and from time to time.  Partial
prepayments will be applied to principal installments coming due under this Note
in their inverse order of maturity.  Amounts prepaid may reborrowed in
accordance with the provisions of the Loan Agreement.

5.   LATE CHARGES.  Borrower will pay to Lender a late charge equal to five
percent (5%) of the amount of any payment that is not received by Lender within
ten (10) days after the date such payment is due under the terms of this Note.
In no case will any such late charge be less than $0.50 or more than the maximum
amount allowed by applicable law.  Collection or acceptance by Lender of such
late charge will not constitute a waiver of any rights or remedies of Lender
provided in this Note or in any other Loan Document.  The late charge provided
for herein represents a fair and reasonable estimate by Borrower and Lender of a
fair average compensation for the loss that might be sustained by Lender due to
the failure of Borrower to make timely payments hereunder, the parties
recognizing that the damages caused by such extra administrative expenses and
loss of the use of funds is impracticable or extremely difficult to ascertain or
estimate.

6.   COLLECTION COSTS.  Lender shall be entitled to recover all costs of
collecting, securing, or attempting to collect or secure this Note, or defending
any action seeking the avoidance or rescission of any payment of or security for
this Note, including, without limitation, court costs and reasonable attorneys'
fees actually incurred, including attorneys' fees on any appeal by either
Borrower or Lender.

7.   LOAN DOCUMENTS. This Note evidences borrowings under, and is the
"Note" referred to in, and is issued pursuant to, the Loan Agreement and is
entitled to all of the benefits and security of the Loan Agreement, the
Guaranty, the Security Documents, and the other Loan Documents (as such terms
are defined in the Loan Agreement). This Note amends, extends, decreases, and
restates that certain Promissory Note dated March 31, 1998, payable by Borrower
to the order of Lender in the principal amount of $20,251,000.00 (the "Original
Note"). The execution and delivery by Borrower of this Note shall not be
construed or interpreted as a payment, satisfaction, or novation, in whole or in
part, of the Original Note; rather this Note is strictly amendatory in nature.

8.   EVENTS OF DEFAULT.  The occurrence or existence of an Event of
Default pursuant to, and as defined in, the Loan Agreement, including, without
limitation, Borrower's failure to pay any installment of principal or interest
on this Note or any other sum due hereunder on the due date 

- --------------------------------------------------------------------------------
Amended and Restated Promissory Note - Page 4

thereof, which failure continues beyond any cure period and notice requirement
set forth in the Loan Agreement, will constitute an event of default under this
Note (an "Event of Default"). Lender, at its option, upon or at any time after
the occurrence of an Event of Default, may (i) declare the then outstanding
principal amount of this Note, together with all accrued interest thereon and
all other agreed or permitted charges owing by Borrower hereunder, to be, and
the same will thereupon become, immediately due and payable without notice to or
demand upon Borrower, all of which Borrower hereby expressly waives, and (ii)
pursue all rights and remedies available under the Loan Documents and at law or
in equity. All rights and remedies of Lender under the terms of this Note and
the other Loan Documents and applicable statutes or rules of law will be
cumulative and may be exercised successively or concurrently.

9.   USURY.  It is the intent of Borrower and Lender in the execution of
this Note and all other Loan Documents to contract in strict compliance with the
usury laws governing the loan evidenced by this Note.  In furtherance thereof,
Lender and Borrower stipulate and agree that none of the terms and provisions
contained in the Loan Documents shall ever be construed to create a contract for
the use, forbearance, or detention of money requiring payment of interest at a
rate in excess of the maximum interest rate permitted to be charged by the laws
governing the loan evidenced by the Note.  Borrower or any guarantor (including
Guarantor), endorser, or other party now or hereafter becoming liable for the
payment of the Note shall never be liable for unearned interest on the Note and
shall never be required to pay interest on the Note at a rate in excess of the
maximum interest that may be lawfully charged under the laws governing the loan
evidenced by the Note, and the provisions of this paragraph shall control over
all other provisions of the Note and any other instrument executed in connection
herewith which may be in apparent conflict herewith.  In the event any holder of
the Note shall collect monies that are deemed to constitute interest and that
would otherwise increase the effective interest rate on the Note to a rate in
excess of that permitted to be charged by the laws governing the loan evidenced
by the Note, all such sums deemed to constitute interest in excess of the legal
rate shall be applied to the unpaid principal balance of the Note and if in
excess of such balance, shall be immediately returned to the Borrower upon such
determination.  All sums paid or agreed to be paid for the use, forbearance or
detention of money payable under this Note shall, to the extent allowed by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of this Note.

10.  TIME OF ESSENCE. Time is of the essence with respect to this Note and
the performance of all obligations contained herein.

11.  WAIVER. Borrower, and all guarantors (including Guarantor), endorsers,
and sureties of this Note, hereby waives, to the fullest extent permitted by
applicable law, (i) all rights of exemption of property from levy or sale under
execution or other process for the collection of debts under the Constitution or
laws of the United States or any state thereof, (ii) demand, presentment,
protest, notice of dishonor, notice of non-payment, diligence in collection, and
all other requirements necessary to charge or hold the Borrower liable on any
obligations hereunder, and (iii) any further receipt for or acknowledgment of
any collateral now or hereafter deposited by Borrower as security for the
obligations hereunder.

12.  BINDING EFFECT. Lender will not by any act, delay, omission, or
otherwise be deemed to have waived any of its rights or remedies under this Note
or the other Loan Documents,

- --------------------------------------------------------------------------------
Amended and Restated Promissory Note - Page 5

and no waiver of any kind will be valid unless in writing and signed by Lender.
The provisions of this Note will be construed without regard to the party
responsible for the drafting and preparation hereof. Any provision in this Note
that might be unenforceable or invalid under any law will be ineffective to the
extent of such unenforceability or invalidity without affecting the
enforceability or validity of any other provision hereof. This Note and the
obligations of Borrower hereunder shall be binding upon and enforceable against
Borrower and its successors and assigns and will inure to the benefit of Lender
and its successors and assigns, including any subsequent holder of this Note.
Borrower agrees that, without releasing or impairing Borrower's liability
hereunder, Lender may at any time release, surrender, substitute, or exchange
any collateral securing this Note and may at any time release any party
primarily or secondarily liable for the indebtedness evidenced by this Note.

13.  DOCUMENT PROTOCOLS.  This Note is governed by the Document Protocols
set forth in Exhibit A attached to the Loan Agreement, which are incorporated by
reference into this Note as if fully set forth herein.

- --------------------------------------------------------------------------------
Amended and Restated Promissory Note - Page 6

IN WITNESS WHEREOF, Borrower has executed this Note, or has caused this
Note to be executed by its duly authorized representative, on the day and year
first above written, with the intention that this Note to take effect as an
instrument under seal.

CARTER SUNFOREST, L.P., a Georgia limited
partnership

By:   CARTER & ASSOCIATES ENTERPRISES, INC.,
a Georgia corporation
Its Sole General Partner

By: /s/ Bradley D. Reese
------------------------------------ 
Name: Bradley D. Reese     
---------------------------------- 
Title: Senior Vice President
--------------------------------- 

[Affix corporate seal]

-------------------------------------------------------------------------------
Amended and Restated Promissory Note - Page 7

EXHIBIT 10.41

AMENDMENT NO. 1 TO MORTGAGE AND SECURITY AGREEMENT

AND OTHER LOAN DOCUMENTS

BETWEEN CARTER SUNFOREST, L.P.

AND

SOUTHTRUST BANK, NATIONAL ASSOCIATION

This instrument prepared by:
Gary W. Farris, Esq.
Burr & Forman LLP
One Georgia Center - Suite 1200
600 West Peachtree Street
Atlanta, Georgia 30308
Telephone: (404)815-3000

================================================================================

AMENDMENT NO. 1 TO MORTGAGE AND 
SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS

THIS AMENDMENT NO. 1 TO MORTGAGE AND SECURITY AGREEMENT AND OTHER LOAN
DOCUMENTS (this "Amendment") is effective as of the 31st day of December, 1998,
by and among CARTER SUNFOREST, L.P., a Georgia limited partnership (hereinafter
referred to as "Borrower"), and SOUTHTRUST BANK, NATIONAL ASSOCIATION, a
national banking association (hereinafter referred to as "Lender").

RECITALS:

Borrower is indebted to Lender for a loan in the principal amount of 
$20,251,000.00 (the "Loan"), which was advanced pursuant to the terms and 
conditions of a Loan Agreement dated as of March 30, 1998, between Borrower and 
Lender (the "Original Loan Agreement") and is evidenced by Promissory Note 
dated as of March 30, 1998 (the "Original Note"), is said principal amount 
payable by Borrower to the order of Lender. The proceeds of the Loan were used 
by Borrower to acquire and construct a 130,997 square foot office building and 
related improvements on certain real estate located in Tampa, Hillsborough 
County, Florida, more particularly described in EXHIBIT A (collectively, the 
"Property"). As security for the Loan, Borrower granted a first lien and 
security interest in the Property and certain other collateral pursuant to the 
following instruments:

(1)  Mortgage and Security Agreement dated as of March 30,
1998, from Borrower to Lender, as recorded on April 6, 1998,
with the County Clerk of Hills borough County, Florida, at Deed
Book 8980, Page 370 (the "Mortgage");

________________________________________________________________________________
Amendment No. 1 To Mortgage and Security
Agreement and Other Loan Documents - Page 1

(2)  Assignment of Leases and Rents dated as of March 30, 1998, from
Borrower to Lender, as recorded on April 6, with the County Clerk of
Hillsborough County, Florida, at Deed Book 8980, Page 392 (the
"Assignment"); and

(3)  UCC-1 Financing Statement naming Borrower as debtor and Lender as
secured party, as filed on April 6, 1998, with the County Clerk of
Hillsborough County, Florida, as instrument #98091481.

The Original Loan Agreement, the Original Note, the Mortgage, the Assignment, 
and the other documents, certificates, and instruments executed in connection 
with the Loan are collectively referred to as the "Loan Documents".

Lender has agreed, at the request of Borrower, to several modifications of 
the terms and conditions of the Loan, including modifications which will extend
the term of the Loan for a period of approximately twenty-four (24) months, 
reduce the maximum principal amount of the Loan to $15,500,000.00 and permit 
borrowings under the Loan on revolving basis. To evidence such modifications, 
Borrower and Lender have entered into an Amended and Restated Loan Agreement 
(the "Amended Loan Agreement") and an Amended and Restated Promissory Note (the 
"Amended Note") dated of even date herewith, pursuant to which the Original Loan
Agreement and the Original Note respectively are modified and restated in their 
entirety. Borrower and Lender have entered into this Amendment for the purpose 
of amending the Mortgage, the Assignment, and other Loan Documents.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, Borrower and Lender agree as follows:

1.   MODIFICATIONS TO LOAN DOCUMENTS. Borrower and Lender hereby agree that
the Mortgage, the Assignment, and the other Loan Documents are hereby amended 
and modified in the following respects;

(a)  The following provision is inserted at the end of Article VI of 
the Mortgage, titled "Defeasance":

"Notwithstanding the foregoing, Borrower acknowledges 
and agrees that the Secured Indebtedness is revolving 
in nature and pursuant to the Loan Agreement the 
principal amount of the Secured Indebtedness might, 
periodically and from t ime to time, be reduced to 
zero. Borrower agrees that, although the Secured In
debtedness might be fully repaid at any time or from 
time to time, for so long as the Loan Agreement remains 
in effect and has not been terminated pursuant to the 
terms thereof, this Mortgage shall not be extinguished, 
discharged, nullified, impaired, or otherwise adversely 
affect, by operation of law or otherwise, but shall 
remain in full force and effect as to all amounts that 
Borrower might subsequently 

________________________________________________________________________________

Amendment No. 1 To Mortgage and Security
Agreement and Other Loan Documents - Page 2

borrow and owe to Lender under the Loan Agreement and the Note or 
otherwise constitute Secured Obligations."

(b)  All references to the "Loan" in the Mortgage, the Assignment, and
the other Loan Documents shall henceforth refer to the Loan as decreased to
the maximum principal amount of $15,500,000.00. Accordingly, all references
in the Mortgage, the Assignment, and the other Loan Documents to the words
and figures "Twenty Million Two Hundred Fifty-One Thousand and No/100
Dollars" and "$20,251,000.00" are hereby deleted and the words and figures
"Fifteen Million Five Hundred Thousand and No/100 Dollars" and
"$15,500,000.00" are substituted in lieu thereof.

(c)  All references to the "Loan Agreement" and the "Note" in the
Mortgage, the Assignment, and the other Loan Documents shall henceforth
refer to the Amended Loan Agreement and the Amended Note respectively, as
the same might hereafter be amended, extended, restated, replaced, or
consolidated.

2.   DOCUMENT PROTOCOLS.  This Amendment shall be governed by the Document 
Protocols attached as Exhibit A to the Amended Loan Agreement, which are 
incorporated herein by reference in their entirety.

- --------------------------------------------------------------------------------
Amendment No. 1 To Mortgage and Security
Agreement and Other Loan Documents - Page 3

IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written, with the intention that this Amendment take effect as 
an instrument under seal.

CARTER SUNFOREST, L.P., a Georgia limited
partnership

By:  CARTER & ASSOCIATES ENTERPRISES, INC.,
a Georgia corporation
Its Sole General Partner

By: /s/ Bradley D. Reese
-------------------------------------
Name:   Bradley D. Reese
-----------------------------------
Title:  Senior Vice President
----------------------------------

[Affix corporate seal]

STATE OF GEORGIA    )
COUNTY OF FULTON    )

The foregoing Amendment No. 1 To Mortgage and Security Agreement and Other 
Loan Documents was acknowledged before me by Bradley D. Reese, as Senior Vice 
President of Carter & Associates Enterprises, Inc., a Georgia corporation, as 
sole general partner of Carter Sunforest, L.P., a Georgia limited partnership, 
on behalf of said corporation as such sole general partner, and who is 
personally known to me and who did not take an oath.

Given under my hand and official seal this 5/th/ day of January, 1998.

/s/ Judy L. Grayheal
-----------------------------------
Notary Public
My commission expires: Feb 16, 2003
-------------

[Affix notarial seal]

[EXECUTIONS AND ACKNOWLEDGEMENTS CONTINUED ON NEXT PAGE]

- --------------------------------------------------------------------------------
Amendment No. 1 To Mortgage and Security
Agreement and Other Loan Documents - Page 4

SOUTHTRUST BANK, NATIONAL ASSOCIATION,
a national banking association

By: /s/ James R. Potter
-----------------------------------
Name:   James R. Potter
---------------------------------
Title:  V.P.
--------------------------------

STATE OF GEORGIA    )
COUNTY OF FULTON    )

The foregoing Amendment No. 1 To Mortgage and Security Agreement and Other 
Loan Documents was acknowledged before me by James R. Potter, as Vice President 
of SouthTrust Bank, National Association, a national banking association, on 
behalf of said national banking association and who is personally known to me 
and who did not take an oath.

Given under my hand and official seal this 5 day of January, 1998.

/s/ [SIGNATURE ILLEGIBLE]
---------------------------------
Notary Public
My commission expires:___________

[Affix notarial seal]

[END OF EXECUTIONS AND ACKNOWLEDGEMENTS]

________________________________________________________________________________
Amendment No. 1 To Mortgage and Security
Agreement and Other Loan Documents - Page 5

EXHIBIT 10.42

LEASE

BETWEEN WELLS OPERATING PARTNERSHIP

AND

PRICE WATERHOUSE LLP

Lease

BETWEEN

CARTER SUNFOREST, L.P., a Georgia Limited Partnership

as Landlord

AND

PRICE WATERHOUSE LLP, a Delaware Registered Limited Liability Partnership

as Tenant

Effective Date:
March 30, 1998

TABLE OF CONTENTS

1.       TERM OF LEASE........................................................................................    2
-------------                                                                                            
1.1      Initial Term of Lease..............................................................    2
---------------------                                                                  
1.2      Lease Renewal Options..............................................................    2
---------------------                                                                  

2.       DESIGN AND CONSTRUCTION OF IMPROVEMENTS..............................................................    5
---------------------------------------                                                                  

3.       RENT.................................................................................................    5
----                                                                                                     
3.1      Base Rent..........................................................................    5
---------                                                                              
3.2      Operating Expenses/Impositions.....................................................    6
------------------------------                                                         
3.3      Capital Reserve....................................................................    6
---------------                                                                        
3.4      Delinquent Rental Payments.........................................................    6
--------------------------                                                             
3.5      Rentable Square Feet...............................................................    6
--------------------                                                                   

4.       USE OF DEMISED PREMISES..............................................................................    7
-----------------------                                                                                  
4.1      Permitted Use......................................................................    7
-------------                                                                          
4.2      Preservation of Demised Premises...................................................    7
--------------------------------                                                       

5.       HAZARDOUS SUBSTANCES.................................................................................    7
--------------------                                                                                     
5.1      Tenant's Covenants Regarding Hazardous Substances..................................    7
-------------------------------------------------
5.2      Landlord's Covenants Regarding Hazardous Substances................................   10
---------------------------------------------------                                   

6.       OPERATING EXPENSES...................................................................................   12
------------------                                                                                      
6.1      Payment of Operating Expenses......................................................   12
-----------------------------                                                         
6.2      Definition of Operating Expenses...................................................   12
--------------------------------                                                      
6.3      Certain Exclusions from Operating Expenses.........................................   13
------------------------------------------                                            
6.4      Estimated Operating Expenses.......................................................   15
----------------------------                                                          

7.       PAYMENT OF TAXES AND ASSESSMENTS.....................................................................   17
--------------------------------                                                                        
7.1.     Payment of Impositions.............................................................   17
----------------------                                                                
7.2      Tenant's Right to Contest Impositions..............................................   18
-------------------------------------                                                 
7.3      Levies and Other Taxes.............................................................   19
----------------------                                                                
7.4      Evidence of Payment................................................................   19
-------------------                                                                   
7.5      Landlord's Right to Contest Impositions............................................   19
---------------------------------------                                               
7.6      Installment

Payments...............................................................   19
--------------------                                                                  

8.       INSURANCE............................................................................................   20
---------                                                                                               
8.1      Landlord's Casualty Insurance......................................................   20
-----------------------------                                                         
8.2      Tenant's Casualty Insurance Coverage...............................................   20
------------------------------------                                                  
8.3      Tenant's Liability Insurance Coverage..............................................   21
-------------------------------------                                                 
8.4      Landlord's Liability Insurance Coverage............................................   21
---------------------------------------

i

8.5      Extended Coverage Insurance Provisions.............................................   21
--------------------------------------                                                
8.6      General Insurance Requirements.....................................................   21
------------------------------                                                        
8.7      Waiver of Subrogation..............................................................   22
---------------------                                                                 
8.8      Unearned Premiums..................................................................   22
-----------------                                                                     
8.9      Blanket Insurance Coverage.........................................................   22
--------------------------                                                            

9.       SERVICES.............................................................................................   22
--------                                                                                                
9.1      Services...........................................................................   22
--------                                                                              
9.2      Standards; Interruption............................................................   23
-----------------------                                                               

10.      REPAIRS..............................................................................................   24
-------                                                                                                 
10.1     Landlord's Repairs.................................................................   24
------------------                                                                    
10.2     Tenants Repairs....................................................................   24
---------------                                                                       
10.3     Exterior Maintenance...............................................................   25
--------------------                                                                  
10.4     Standards..........................................................................   25
---------                                                                             
10.5     Prohibition Against Waste..........................................................   25
-------------------------                                                             

11.      COMPLIANCE WITH LAWS AND ORDINANCES..................................................................   25
-----------------------------------                                                                     
11.1     Compliance with Laws and Ordinances................................................   25
-----------------------------------                                                   
11.2     Compliance with Permitted Encumbrances.............................................   27
--------------------------------------                                                
11.3     Tenant's Right to Contest Laws and Ordinances......................................   27
---------------------------------------------                                         

12.      CONSTRUCTION LIENS AND OTHER LIENS...................................................................   28
----------------------------------                                                                      
12.1     Freedom from Liens.................................................................   28
------------------                                                                    
12.2     Landlord's Indemnification.........................................................   29
--------------------------                                                            
12.3     Removal of Liens...................................................................   29
----------------                                                                      

13.      INTENTIONALLY OMITTED................................................................................   29
---------------------                                                                                   

14.      DEFAULTS.............................................................................................   29
--------                                                                                                
14.1     Event of Default...................................................................   29
----------------                                                                      
14.2     Landlord's Remedies................................................................   30
-------------------                                                                   
14.3     Landlord's Default.................................................................   31
------------------                                                                    
14.4     No Waiver..........................................................................   31
---------                                                                             
14.5     Remedies Cumulative................................................................   31
-------------------                                                                   

15.      DESTRUCTION AND RESTORATION..........................................................................   32
---------------------------                                                                             
15.1     Destruction and Restoration........................................................   32
---------------------------                                                           
15.2     Application of Insurance Proceeds..................................................   32
---------------------------------                                                     
15.3     Continuance of Tenant's Obligations................................................   32
-----------------------------------                                                   
15.4     Completion of Restoration..........................................................   32
-------------------------                                                             
15.5     Adjustment of Rent and Termination of Lease........................................   33
-------------------------------------------

ii

16.      CONDEMNATION.........................................................................................   34
------------                                                                                            
16.1     Condemnation of Entire Demised Premises............................................   34
---------------------------------------                                               
16.2     Partial Condemnation/Termination of Lease..........................................   35
-----------------------------------------                                             
16.3     Partial Condemnation/Continuation of Lease.........................................   35
------------------------------------------                                            
16.4     Continuance of Obligations.........................................................   36
--------------------------                                                            
16.5     Determination of "Material Partial Comdemnation" and "Minor Partial Condemnation;"    
----------------------------------------------------------------------------------    
Arbitration.......................................................................   6
-----------                                                                          

17.      ASSIGNMENT, SUBLETTING...............................................................................   37
----------------------                                                                                  
17.1     Restriction on Transfer (Transfer Requiring Landlord Consent)......................   37
-------------------------------------------------------------                         
17.2     Transfers..........................................................................   37
---------                                                                             
17.3     Conditions to all Assignments and Sublettings......................................   38
---------------------------------------------                                         
17.4     Excess Consideration...............................................................   38
--------------------                                                                  
17.5     Tenant's Liability.................................................................   38
------------------                                                                    

18.      SUBORDINATION, NONDISTURBANCE, NOTICE TO MORTGAGEE AND ATTORNMENT....................................   39
-----------------------------------------------------------------                                       
18.1     Subordination and Attornment by Tenant.............................................   39
--------------------------------------                                                

19.      SIGNS................................................................................................   39
-----                                                                                                   
19.1     Tenant's Signs.....................................................................   39
--------------                                                                        

20.      CHANGES AND ALTERATIONS..............................................................................   39
-----------------------                                                                                 
20.1     Tenant's Changes and Alterations...................................................   39
--------------------------------                                                      

21.      INDEMNITY............................................................................................   41
---------                                                                                               
21.1     Indemnity of Landlord..............................................................   41
---------------------                                                                 
21.2     Indemnity of Tenant................................................................   42
-------------------                                                                   
21.3     Defense Provisions.................................................................   43
------------------                                                                    

22.      MISCELLANEOUS PROVISIONS.............................................................................   44
------------------------                                                                                
22.1     Entry by Landlord..................................................................   44
-----------------                                                                     
22.2     Exhibition of Demised Premises.....................................................   44
------------------------------                                                        
22.3     Notices............................................................................   45
-------                                                                               
22.4     Quiet Enjoyment....................................................................   45
---------------                                                                       
22.5     Landlord's Continuing Obligations..................................................   46
---------------------------------                                                     
22.6     Estoppel...........................................................................   46
--------                                                                              
22.7     Short Form.........................................................................   47
----------                                                                            
22.8     Severability.......................................................................   47
------------                                                                          
22.9     Successors and Assigns.............................................................   47
----------------------                                                                
22.10    Captions...........................................................................   48
--------                                                                              
22.11    Relationship of Parties............................................................   48
-----------------------                                                               
22.12    Entire Agreement...................................................................   48
----------------                                                                      

iii

22.13    No Merger..........................................................................   48
---------                                                                             
22.14    No Surrender During Lease Term.....................................................   48
------------------------------                                                        
22.15    Surrender of Demised Premises......................................................   48
-----------------------------                                                         
22.16    Holding Over.......................................................................   49
------------                                                                          
22.17    Attorneys' Fees....................................................................   49
---------------                                                                       
22.18    Landlord's Limited Liability.......................................................   49
----------------------------                                                          
22.19    Tenant's Limited Liability.........................................................   49
--------------------------                                                            
22.20    Sunforest Declaration..............................................................   50
---------------------                                                                 
22.21    Broker's Commissions...............................................................   50
--------------------                                                                  
22.22    Covenants, Representations and Warranties..........................................   50
-----------------------------------------                                             
22.23    Permission, Consent or Approval....................................................   51
-------------------------------                                                       
22.24    Counterparts; Expiration of Lease; "Effective Date"................................   51
---------------------------------------------------                                   
22.25    Guaranty...........................................................................   51
--------                                                                              
22.26    Radon Gas..........................................................................   51
---------                                                                             

23.      EXPANSION OPTION.....................................................................................   51
----------------                                                                                        

24.      PURCHASE OPTION......................................................................................   54
---------------

iv

LEASE
-----

THIS LEASE ("Lease"), made as of the "Effective Date" (as defined in Section
-------
22.24), by and between CARTER SUNFOREST, L.P., a Georgia limited partnership
- -----                                                                       
("Landlord"), and PRICE WATERHOUSE LLP, a Delaware Registered Limited Liability
Partnership ("Tenant").

WITNESSETH:
-----------

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,
subject to the conditions and limitations hereinafter expressed, that parcel of
land situated in the Sunforest Office Park, in the City of Tampa, the County of
Hillsborough and State of Florida, described in Exhibit "A" attached hereto and
-----------                    
made a part hereof, together with any appurtenant easements described in said

Exhibit "A" (the "Land"), the Building (as hereinafter defined), together with
- -----------                                                                   
all other Improvements (as hereinafter defined). The term "Improvements" means:
(a) a four-story building of approximately 130,000 square feet of "Rentable
Area" (as such term is defined in Section 3.5) (the "Building"), (b) parking
-----------                               
areas containing approximately 455 parking spaces, including a free standing
parking garage, with covered access to the Building, containing approximately
200 covered parking spaces (the "Garage"), and (c) all other improvements,
machinery, equipment, fixtures and other property, real, personal or mixed
(except Tenant's trade fixtures) installed or located on the Land or within the
Building and Garage, together with all additions, alterations and replacements
thereof.  The Land and the Improvements are hereinafter referred to as the
"Demised Premises."  The Demised Premises are subject only to the easements,
restrictions, reservations and other encumbrances (the "Existing Encumbrances")
set forth in said Exhibit "B", true and complete copies of which Landlord has
-----------                                                
furnished to Tenant prior to the execution and delivery hereof, and will be
subject on the Commencement Date to (i) the Existing Encumbrances, (ii) all
easements, covenants, restrictions, rights of way and other similar matters
created or arising in connection with Landlord's development and construction of
the Base Building Improvements and Tenant Improvements which do not materially
interfere with the use of the Demised Premises hereunder for Tenant's
Professional Development Center, training facilities, and educational facilities
for Tenant's employees ("Tenant's Intended Use"), (iii) an access easement along
the northern boundary of the Land for the benefit of the property adjacent to
the Land's northern boundary, and (iv) subject to Section 18.1 below, any
institutional first mortgage executed by Landlord encumbering the Demised
Premises (collectively, the "Permitted Encumbrances").  Without limiting
Tenant's permitted uses of the Demised Premises as set forth in this Lease,
Landlord and Tenant acknowledge that Tenant's intended primary use of the
Demised Premises will be for Tenant's Intended Use.  Landlord represents and
warrants to Tenant: (a) that Landlord is the sole owner in fee simple of the
Land; and (b) that Landlord has the full right and authority to lease to Tenant
the Demised Premises and to otherwise enter into this Lease on the terms and
conditions set forth herein; and (c) Landlord is not in default in any of its
obligations to any existing mortgagee or ground lessor and Landlord is current
in all its payments to said mortgagee(s) or ground lessor.

1

1.  TERM OF LEASE
-------------

1.1  Initial Term of Lease
---------------------

(a)  Commencement Date. This Lease shall be for an initial term of ten
-----------------
(10) years (the "Initial Term") commencing on the "Commencement Date" (as
hereinafter defined). Except as otherwise expressly provided for in the Pre-
Occupancy and Construction Agreement attached hereto as Exhibit "C" (the
-----------
"Pre-Occupancy Agreement"), the "Commencement Date" shall be December __,
1998 (the "Commencement Date"). (All terms defined in the Pre-Occupancy
Agreement and used in this Lease shall have the meanings ascribed to them in
the Pre-Occupancy Agreement.) The parties shall confirm the Actual
Substantial Completion Date and the Commencement Date in writing as provided
in Section 18 of the Pre-Occupancy Agreement.
----------

(b)  Lease Year. For the purposes of this Lease, the term "Lease Year"
---------- 
shall be defined as follows. The first Lease Year shall begin on the
Commencement Date and, if the Commencement Date occurs on the first day of
the month, the first Lease Year shall end twelve (12) months thereafter. If
the commencement Date occurs on other than the first day of a calendar
month, the first Lease Year will end on the last day of the twelfth (12th)
calendar month after and excluding the calendar month in which the
Commencement Date occurred. For example, if the Commencement Date occurs on
December 6, 1998, the first Lease Year ends on December 31, 1999. Each
subsequent Lease Year shall commence on the day immediately following the
last day of the preceding Lease Year and shall continue for a period of
twelve (12) full calendar months. Promptly after the Commencement Date the
parties shall execute and deliver a written statement which verifies the
actual Commencement Date.

1.2  Lease Renewal Options.
--------------------- 

(a)  Subject to the terms, covenants and conditions of this Section
-------
1.2, the Term of this Lease may be extended, at the option of Tenant, for
---
two (2) successive periods of five (5) years each. Each such period is
sometimes called a "Renewal Term". Each Renewal Term shall be upon the same
terms, covenants and conditions contained in this Lease, except for the
payment of Base Rent (which shall be determined in accordance with
Subsection 1.2 (b)). Any reference in this Lease to the "Term" shall be
-------------------
deemed to include any Renewal Term and apply thereto, unless otherwise
expressly provided herein. Tenant shall have no renewal options beyond the
aforesaid two consecutive five-year renewal options. Any termination of this
Lease during the initial Term of this Lease, or during a Renewal Term, shall
terminate all of Tenant's rights under this Section 1.2.
----------- 

(b)  Base Rent during the first Lease Year of a Renewal Term for any
space then constituting a portion of the Demised Premises shall be at a rate
equal to the greater
-------

2

of (i) ninety percent (90%) the Market Rent Rate for such space multiplied
by the Rentable Area of the Demised Premises, or (ii) one hundred percent
(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 of a Renewal Term is determined pursuant to clause (i),
----------
above, then the Base Rent for each Lease Year of such Renewal Term after the
first Lease Year thereof shall be one hundred three percent (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 (ii),
above, then there shall be no escalation of the Base Rent until such time
(if such be the case) that the total Base Rent paid during such Renewal Term
is equal to the total Base Rent that would have been paid during such
Renewal Term if the Base Rent therefor had been determined pursuant to
clause (i), above; and, thereafter, the Base Rent for each subsequent Lease
----------
Year of such Renewal Term shall be one hundred three percent (103%) of the
Base Rent for the immediately preceding Lease Year.

(c) For purposes of this Lease, Market Rent Rate shall be determined
as follows:

(i)   Within five (5) days after Tenant delivers its Non-Binding
Notice (defined below), Landlord and Tenant shall commence
negotiations to agree upon the Market Rent Rate. If Landlord and
Tenant are unable to reach agreement on the Market Rent Rate within
thirty (30) days after the date on which Tenant delivered its Non-
Binding Notice, then the Market Rent Rate shall be determined in
accordance with clause (ii) of this Subsection 1.2(c).
-----------         ----------------- 

(ii)  If Landlord and Tenant are unable to reach agreement on the
Market Rent Rate within said 30-day period, then within seven (7)
days, Landlord and Tenant shall each simultaneously submit to the
other in a sealed envelope its good faith estimate of the Market Rent
Rate. If the higher of such estimates is not more than one hundred
five percent (105%) of the lower of such estimates then the Market
Rent Rate shall be the average of the two estimates. Otherwise, within
five (5) days either Landlord or Tenant may submit the question to
arbitration in accordance with clause (iii) of this Subsection 1.2(c).
------------         -----------------

(iii) If the Market Rent Rate cannot be established by exchange of
estimates as provided in clause (ii) of this Subsection 1.2(c), then
-----------         -----------------
either party may, by written notice to the other within five (5) days
after the exchange of good faith estimates pursuant to said clause
------   
(ii), request to resolve the dispute by arbitration. Within seven (7)
----
days after the receipt of such request, the parties shall select as an
arbitrator a mutually acceptable independent appraiser who is a Member
of the Appraisal Institute ("MAI"), with experience in real estate
appraisal, including at least five (5) years experience in appraising
properties similar to the Demised Premises in Hillsborough County,
Florida (a "Qualified Appraiser"). If the parties

3

cannot agree on a Qualified Appraiser, then, within a second period of
seven (7) days, each shall elect a Qualified Appraiser and within ten
(10) days thereafter the two appointed Qualified Appraisers shall
select a third Qualified Appraiser and the third Qualified Appraiser
shall be the arbitrator and shall determine the Market Rent Rate. If
one party shall fail to make such appointment within said second seven
(7) day period, then the Qualified Appraiser chosen by the other party
shall be the sole arbitrator.

(iv)  Once the arbitrator has been selected as provided in clause
(iii) of this Subsection 1.2(c), then, as soon thereafter as
-----------------
practicable but in any case within twenty-one (21) days, the
arbitrator shall select one of the two estimates of the Market Rent
Rate submitted by Landlord and Tenant pursuant to clause (ii) of this
Subsection 1.2(c), which shall be the one that is closer to the fair
-----------------
market net rental value as determined by the arbitrator. The value so
selected shall be the Market Rent Rate. The decision of the arbitrator
as to the Market Rent Rate shall be submitted in writing to, and be
final and binding on, Landlord and Tenant. If the arbitrator believes
that expert advice would materially assist him, he may retain one or
more qualified persons, including but not limited to, legal counsel,
brokers, architects or engineers, to provide such expert advice.
Except as expressly provided to the contrary in Subsection 1.2(e), the
----------------- 
parties shall split evenly the costs of the arbitrator and of any
experts retained by the arbitrator. Except as expressly provided to
the contrary in Subsection 1.2(e), any fees of any counsel or expert
-----------------
engaged directly by Landlord or Tenant shall be borne by the party
obtaining such counsel or expert.

(d)  Each option to renew shall be exercised by Tenant delivering an
initial non-binding written notice to Landlord no earlier than eighteen
(18) months and no later than fifteen (15) months prior to the expiration
of the Initial Term or the then current Renewal Term, as the case may be
(the "Non-Binding Notice"). Thereafter, the Market Rent Rate for the
Renewal Term shall be determined pursuant to Subsections 1.2(b) and 1.2(c).
-----------------------------
Tenant shall give Landlord final binding written notice of intent to
exercise an option to renew no later than twelve (12) months prior to the
expiration of the Initial Term or the then current Renewal Term, as the
case may be (the "Binding Notice"). If Tenant fails to give its Non-Binding
Notice or its Binding Notice when due as provided in this Section 1.2(d)
-------------    
Tenant will be deemed to have waived such option to renew.

(e)  Tenant's right to exercise a particular option to renew this
Lease pursuant to this Section 1.2 is subject to the conditions that on the
-----------  
date Tenant delivers its Non-Binding Notice or its Binding Notice, no Event
of Default has occurred and is continuing past pertinent notice and cure
periods. Notwithstanding anything contained herein to the contrary, if
Tenant delivers its Non-Binding Notice with respect to any option to renew,
but does not deliver its Binding Notice with respect to such option, Tenant
shall pay: (i) the fees and costs of all arbitrators, if any, used to
determine the Market Rent Rate in

4

connection with such option; (ii) the fees and costs of any experts
retained by such arbitrators; and (iii) the reasonable fees and costs of
any counsel or expert engaged by Landlord or Tenant to assist in
determining the Fair Market Rent Rate for such option.

(f)   "Market Rent Rate" means the rental rate per square foot of
"Rentable Area" at which tenants entering into new leases lease comparable
space with comparable tenant improvements in place as of the commencement
of the applicable Renewal Term (or adjusting the rental rate as appropriate
for differences in the existing tenant improvements and term commencement),
taking into consideration (and appropriately adjusting the rental rate for
differences in) the location, quality and age of the building and tenant
improvements, as the case may be, with respect to which such rental rates
are computed, rent concessions or other allowances, abatements, lease
assumptions or take-overs and other tenant concessions and benefits such as
new carpeting, paint and wall coverings for the Demised Premises,
differences in terms and provisions of the applicable leases such as pass-
throughs of operating expenses and taxes, moving expenses, brokerage
commissions, parking rights and costs therefor, the term of the lease under
consideration, and the extent of services provided thereunder, applicable
distinctions between "gross" leases and "net" leases, base year or expense
stop figures for escalation purposes, and any other relevant term or
condition in making such evaluation. For this purpose, "comparable space"
shall be office space in comparable buildings within the Westshore
submarket of Tampa that is comparable in size, location, and quality to the
Demised Premises and leased for a term comparable to the applicable Renewal
Term.

2.   DESIGN AND CONSTRUCTION OF IMPROVEMENTS.
--------------------------------------- 

Landlord shall design the Base Building Improvements (as defined in the
Pre-Occupancy Agreement) and Tenant shall design the Tenant Improvements (as
defined in the Pre-Occupancy Agreement), and Landlord shall construct the Base
Building Improvements and the Tenant Improvements, all in accordance with the
provisions of the Pre-Occupancy Agreement. The "Demised Premises" for the
purposes of this Lease shall include all Tenant Improvements.

3.   RENT.
---- 

3.1  Base Rent. In consideration of the leasing of the Demised Premises and
---------
the construction of the Base Building Improvements and the Tenant Improvements,
Tenant shall pay to Landlord, and Tenant covenants to pay Landlord, without
previous demand therefor and without any right of setoff or deduction whatsoever
(except as otherwise expressly provided hereinafter), at the address of Landlord
set forth hereinbelow, or at such other place as Landlord may from time to time
designate in writing, a fixed base rental ("Base Rent") for the Initial Term of
this Lease, as follows:

(a)  The Base Rent for the first Lease Year of the Initial Term shall
be at the annual rate determined by multiplying by 9.4102% the Agreed Total
Price.

5

(b)  The Base Rent for each Lease Year of the Initial Term after the
first Lease Year thereof shall be one hundred three percent (103%) of the
Base Rent for the immediately preceding Lease Year.

Base Rent shall be payable in equal monthly installments, in advance, together
with any Federal, State, local or other jurisdictional sales or use taxes. If
the Term commences on other than the first day of a calendar month, or ends on
other than the last day of a calendar month, Base Rent for such partial calendar
month shall be prorated.

3.2  Operating Expenses/Impositions. The parties each acknowledge that the
------------------------------    
Base Rent specified in Section 3.1 does not include Operating Expenses (as
-----------
hereinafter defined) or Impositions (as hereinafter defined); accordingly,
during the Term of this Lease, and any extension(s) thereof, Tenant shall pay to
Landlord Operating Expenses (plus any applicable tax) and Impositions in
accordance with the terms of this Lease, which payments shall be deemed
Additional Rent.

3.3  Capital Reserve.  Tenant shall pay a "Capital Reserve" for each Lease
--------------- 
Year during the Term of this Lease in an amount equal to Ten Cents ($0.10) per
square foot of Rentable Area in the Demised Premises, which payment shall be
deemed Additional Rent. The Capital Reserve payable for each Lease Year shall be
paid in twelve (12) equal monthly installments, paid in advance not later than
the first (1st) day of each and every calendar month. If the Commencement Date
is other than the first (1st) day of a month, then the Capital Reserve for such
initial month shall be prorated for such fractional period.

3.4  Delinquent Rental Payments.  All payments of Base Rent and Additional
--------------------------
Rent (collectively referred to herein as "Rent") shall be payable without
previous demand therefor and without any right of abatement, setoff or
deduction, except as expressly provided in this Lease, and in case of nonpayment
of any item of Rent by Tenant when the same is due, Landlord shall have, in
addition to all its other rights and remedies, all of the rights and remedies
available to Landlord under the provisions of this Lease or by law in the case
of nonpayment of Rent. The performance and observance by Tenant of all the
terms, covenants, conditions and agreements to be performed or observed by
Tenant hereunder shall be performed and observed by Tenant at Tenant"s sole cost
and expense. Tenant shall pay a late charge of two percent (2%) of any
installment of Rent or any other charges payable by Tenant under the provisions
of this Lease which shall not be paid within ten (10) days after the date the
same is due; provided, however, that the late charge shall not be assessed in
--------  -------
respect of the first late payment occurring in any twelve (12) month period. Any
installment of Rent or any other charges payable by Tenant under the provisions
of this Lease which shall not be paid within ten (10) days after the date the
same is due shall also bear interest at the Maximum Rate of Interest.

3.5  Rentable Square Feet.  For the purposes of this Lease, "Rentable Area" or
"Rentable Square Feet" shall be calculated in accordance with the methods of
measuring rentable

6

area as described in the Standard Method for Measuring Floor Area in Office
Buildings, ANSI Z65.1-1996, as promulgated by the Building Owners and Managers
Association (BOMA) International. On or before the Actual Substantial Completion
Date, Landlord shall submit to Tenant a statement in writing, certified to both
Landlord and Tenant as being true and correct by the Landlord Architect, of the
exact number of Rentable Square Feet contained in the Building.

4.  USE OF DEMISED PREMISES
-----------------------

4.1  Permitted Use.  The Demised Premises including all buildings or other
-------------    
improvements hereafter erected upon the same shall be used for Tenant's Intended
Use and such other office type uses as may be lawfully carried on in and about
the Demised Premises. Tenant shall not use or occupy the same, or permit them to
be used or occupied, contrary to any statute, rule, order, ordinance,
requirement or regulation applicable thereto, or in any manner which would
violate any certificate of occupancy affecting the same, or which would make
void or voidable any insurance then in force with respect thereto or which would
make it impossible to obtain fire or other insurance thereon required to be
furnished hereunder, or which would cause structural injury to the improvements
or which would constitute a public or private nuisance or waste, and Tenant
agrees that it will promptly, upon discovery of any such use, take all necessary
steps to compel the discontinuance of such use.

4.2  Preservation of Demised Premises. Tenant shall not use, suffer, or
--------------------------------     
permit the Demised Premises, or any portion thereof, to be used by Tenant, any
third party or the public in such manner as might reasonably tend to impair
Landlord"s title to the Demised Premises, or any portion thereof, or in such
manner as might reasonably make possible a claim or claims of adverse usage or
adverse possession by the public, as such, or third persons, or of implied
dedication of the Demised Premises, or any portion thereof. Nothing in this
Lease contained and no action or inaction by Landlord shall be deemed or
construed to mean that Landlord has granted to Tenant any right, power or
permission to do any act or make any agreement that may create, or give rise to
or be the foundation for any such right, title, interest, lien, charge or other
encumbrance upon the estate of Landlord in the Demised Premises.

5.  HAZARDOUS SUBSTANCES
--------------------

5.1  Tenant's Covenants Regarding Hazardous Substances.
------------------------------------------------- 

(a)   In connection with the use and occupancy of the Demised Premises
during the term of this Lease, Tenant shall comply at all times and in all
material respects, and shall cause its subtenants and Tenant's and its
subtenants' agents, employees, contractors, licensees and invitees to
comply at all times and in all material respects, with all applicable
federal, state and local laws, ordinances and regulations ("Hazardous
Materials Laws") relating to industrial hygiene, environmental protection
or the use, analysis, generation, manufacture, storage, presence, disposal
or transportation of any oil,

7

flammable explosives, asbestos, urea formaldehyde, radioactive materials or
waste, or other hazardous, toxic, contaminated or polluting materials,
substances or wastes, including without limitation any "hazardous
substances," "hazardous wastes," "Hazardous Materials" or "toxic
substances" under any such laws, ordinances or regulations (collectively,
"Hazardous Materials").

(b) Tenant, at its own expense, shall procure, maintain in effect and
comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals required for Tenant's use of the
Demised Premises, including, without limitation, discharge of
(appropriately treated) materials or waste into or through any sanitary
sewer system serving the Demised Premises (excluding therefrom, however,
normal sanitary sewer discharge, it being understood and agreed by the
parties hereto that Landlord shall be responsible for costs and expenses
associated with initially obtaining normal sanitary sewer permits and
authorizations with respect to the Demised Premises). Except as installed
in the Demised Premises or discharged into the sanitary sewer in strict
accordance and conformity with all applicable Hazardous Materials Laws,
Tenant shall cause any and all Hazardous Materials placed or installed on
the Demised Premises by Tenant, its agents, employees or contractors, to be
removed from the Demised Premises and transported solely by duly licensed
haulers to duly licensed facilities for final disposal of such Hazardous
Materials. Tenant shall, in all material respects, handle, treat, deal with
and manage any and all such Hazardous Materials in, on, under or about the
Demised Premises in conformity with all applicable Hazardous Materials Laws
and prudent industry practices regarding the management of such Hazardous
Materials. All reporting obligations imposed by Hazardous Materials Laws
regarding such Hazardous Materials are solely the responsibility of Tenant
unless otherwise required by law. Upon expiration or earlier termination of
this Lease, Tenant shall cause all Hazardous Materials which were installed
or placed in the Demised Premises by Tenant or its subtenants, or any of
their respective agents, employees, contractors, licensees and invitees, to
be removed from the Demised Premises and transported for use, storage or
disposal in accordance with all applicable Hazardous Materials Laws. Tenant
shall not take any remedial action in response to the presence of any such
Hazardous Materials in, on, about or under the Demised Premises, nor enter
into any settlement agreement, consent decree or other compromise in
respect to any claims relating to any such Hazardous Materials in any way
connected with the Demised Premises without first notifying Landlord of
Tenant's intention to do so and affording Landlord ample opportunity to
appear, intervene or otherwise appropriately assert and protect Landlord's
interest with respect thereto. In addition, at Landlord's request, Tenant
shall remove all tanks or fixtures which were installed or placed in or on
the Demised Premises by Tenant, its agents, employees or contractors, and
which contain or contained or are contaminated with Hazardous Materials.

(c) Promptly after Tenant acquires actual knowledge of same, Tenant
shall notify Landlord in writing of: (i) any enforcement, clean-up, removal
or other

8

governmental or regulatory action instituted, completed or threatened
pursuant to any Hazardous Materials Laws with respect to the Demised
Premises; (ii) any claim made or threatened by any person against Landlord,
or the Demised Premises, relating to damage, contribution, cost recovery,
compensation, loss or injury resulting from or claimed to result from any
Hazardous Materials placed or installed on the Demised Premises by Tenant
or its subtenants, or any of their respective agents, employees,
contractors, licensees and invitees; and (iii) any reports made to any
environmental agency arising out of or in connection with any such
Hazardous Materials in, on or about the Demised Premises or with respect to
any such Hazardous Materials removed from the Demised Premises, including,
any complaints, notices, warnings, reports or asserted violations in
connection therewith. Tenant shall also provide to Landlord, as promptly as
possible, and in any event within ten (10) business days after Tenant first
receives or sends the same, copies of all claims, reports, complaints,
notices, warnings or asserted violations relating in any way to the Demised
Premises or Tenant's use thereof. Upon written request therefor by
Landlord, Tenant shall promptly deliver to Landlord notices of hazardous
waste manifests reflecting the legal and proper disposal of all such
Hazardous Materials removed from the Demised Premises.

(d)  Tenant shall indemnify, defend (with counsel reasonably
acceptable to Landlord), protect and hold Landlord and each of Landlord's
officers, directors, partners, employees, agents, attorneys, successors and
assigns free and harmless from and against any and all claims, liabilities,
damages, costs, penalties, forfeitures, losses or expenses (including
attorneys' fees) for death or injury to any person or damage to any
property whatsoever arising or resulting in whole or in part, directly or
indirectly: (i) from the presence or discharge of Hazardous Materials, in,
on, under, upon or from the Demised Premises placed or installed thereon by
Tenant or its subtenants, or any of their respective agents, employees or
contractors, licensees and invitees; or (ii) from the transportation or
disposal of any Hazardous Materials by Tenant, to or from the Demised
Premises, whether knowingly or unknowingly; or (iii) the violation or
alleged violation of Hazardous Materials Laws by Tenant, whether knowingly
or unknowingly. Tenant's obligations hereunder shall include, without
limitation, and whether foreseeable or unforeseeable, all costs of any
required or necessary repairs, clean-up or detoxification or
decontamination of the Demised Premises, and the presence and
implementation of any closure, remedial action or other required plans in
connection therewith, and shall survive the expiration of or early
termination of the term of this Lease. For purposes of the indemnity
provided herein, any acts or omissions of Tenant and its assignees and
subtenants, and their respective employees, agents, customers, assignees,
contractors or sub-contractors (whether or not they are negligent,
intentional, willful or unlawful) shall be strictly attributable to Tenant.

9

5.2  Landlord's Covenants Regarding Hazardous Substances.
--------------------------------------------------- 

(a)   Landlord covenants, warrants and represents, to the best of its
present knowledge: (i) that the Demised Premises will be at the
Commencement Date free from any Hazardous Materials (other than those
incorporated therein in accordance with the Base Building Plans and the
Tenant Plans and in compliance with Hazardous Materials Laws) and shall
comply in all material respects with all applicable Hazardous Materials
Laws; (ii) that the Base Building Improvements and Tenant Improvements will
be at the Commencement Date free of Hazardous Materials (other than those
incorporated therein in accordance with the Base Building Plans and the
Tenant Plans and in compliance with Hazardous Materials Laws), including
without limitation, any asbestos or asbestos containing substance; (iii)
that Landlord has never received any notice of any violation of or non-
compliance with any Hazardous Material Laws as regards the Demised
Premises; and (iv) that, except for use or discharge in accordance and
conformity with all applicable laws in all material respects, Landlord has
never caused or permitted any Hazardous Material, asbestos or asbestos-
containing substance to be placed, held, located or disposed of on, under
or at the Demised Premises.

(b)  In connection with Landlord's ownership, development, operation,
management and maintenance and replacement of the Demised Premises (such
status of Landlord as owner, developer, operator and manager of the Demised
Premises, and such activity by or at the bequest of Landlord and/or its
affiliate being hereinafter collectively called the "Landlord's
Activities"), Landlord shall comply at all times and in all material
respects with all Hazardous Materials Laws.

(c)  Landlord, at its own expense, shall procure, maintain in effect and
comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals in connection with Landlord's
Activities, including, without limitation, discharge of (appropriately
treated) materials or waste into or through any sanitary sewer system
serving the Demised Premises. Except as discharged into the sanitary sewer
in strict accordance and conformity with all applicable Hazardous Materials
Laws, Landlord shall cause any and all Hazardous Materials placed or
installed on the Demised Premises either prior to the Effective Date or in
connection with Landlord's Activities, to be removed from the Demised
Premises and transported solely by duly licensed haulers to duly licensed
facilities for final disposal of such Hazardous Materials. Landlord shall
in all material respects, handle, treat, deal with and manage any and all
such Hazardous Materials in, on, under or about the Demised Premises in
conformity with all applicable Hazardous Materials Laws and prudent
industry practices regarding the management of such Hazardous Materials.
All reporting obligations imposed by Hazardous Materials Laws with respect
to the Landlord's Activities are solely the responsibility of Landlord.
Landlord shall not take any remedial action in response to the presence of
any Hazardous Materials in, on, about or under the Demised Premises, nor
enter into any settlement agreement, consent decree or other compromise in
respect to any claims relating to any

10

Hazardous Materials in any way connected with the Demised Premises without
first notifying Tenant of Landlord's intention to do so and affording
Tenant ample opportunity to appear, intervene or otherwise appropriately
assert and protect Tenant's interest with respect thereto.

(d)  Promptly after Landlord acquires actual knowledge of same,
Landlord shall notify Tenant in writing of: (i) any enforcement, clean-up,
removal or other governmental or regulatory action instituted, completed or
threatened pursuant to any Hazardous Materials Laws with respect to the
Demised Premises; (ii) any claim made or threatened by any person against
Tenant, or the Demised Premises, relating to damage, contribution, cost
recovery, compensation, loss or injury resulting from or claimed to result
from any Hazardous Materials; and (iii) any reports made to any
environmental agency arising out of or in connection with any Hazardous
Materials in, on or about the Demised Premises or with respect to any
Hazardous Materials removed from the Demised Premises, including, any
complaints, notices, warnings, reports or asserted violations in connection
therewith. Landlord shall also provide to Tenant, as promptly as possible,
and in any event within five (5) business days after Landlord first
receives or sends the same, with copies of all claims, reports, complaints,
notices, warnings or asserted violations relating in any way to the Demised
Premises or Landlord's Activities.

(e)  Landlord shall indemnify, defend (with counsel reasonably
acceptable to Tenant), protect and hold Tenant and each of Tenant's
officers, directors, partners, employees, agents, attorneys, successors and
assigns free and harmless from and against any and all claims, liabilities,
damages, costs, penalties, forfeitures, losses or expenses (including
attorneys' fees) for death or injury to any person or damage to any
property whatsoever arising or resulting in whole or in part, directly or
indirectly: (i) from the presence or discharge of Hazardous Materials, in,
on, under, upon or from the Demised Premises either prior to the Effective
Date or to the extent resulting from or related to Landlord's Activities,
other than those incorporated into the Base Building Improvements and
Tenant Improvements in accordance with Hazardous Materials Laws; or (ii)
from the transportation or disposal of Hazardous Materials to or from the
Demised Premises to the extent resulting from or related to Landlord's
Activities; or (iii) the violation or alleged violation of Hazardous
Materials Laws by Landlord, whether knowingly or unknowingly. Landlord's
obligations hereunder shall include, without limitation, and whether
foreseeable or unforeseeable, all costs of any required or necessary
repairs, clean-up or detoxification or decontamination of the Demised
Premises or the Landlord's Work, and the presence and implementation of any
closure, remedial action or other required plans in connection therewith,
and shall survive the expiration of or early termination of the term of
this Lease. For purposes of the indemnity provided herein, any acts or
omissions of Landlord, or its employees, agents, contractors or sub-
contractors of Landlord (whether or not they are negligent, intentional,
willful or unlawful) shall be strictly attributable to Landlord.

11

6.  OPERATING EXPENSES.
------------------ 

6.1  Payment of Operating Expenses. Tenant shall pay to Landlord as
-----------------------------
"Additional Rent" actual Operating Expenses for each Lease Year in accordance
with Section 3.2.
-----------                                      

6.2  Definition of Operating Expenses. Subject to the exclusions set forth
--------------------------------
in Section 6.3, for the purposes of this Lease, the term "Operating Expenses"
----------- 
shall mean the total cost or expense incurred by Landlord in connection with the
operation, repair or maintenance of the Demised Premises and sales, use and
other similar taxes which are paid by Tenant to Landlord together with the
monthly installments of Rent. Operating Expenses shall include, without
limitation, the following:

(a)  wages, salaries, payroll costs, and benefits paid to or on behalf
of Landlord's or Landlord's management company's employees at or below the
level of building manager directly engaged in the operation, maintenance,
repair and security (pro rated to reflect only that portion of the
employee(s) time serving the Demised Premises and excluding any time,
expenses, etc. to the extent relating to any other building or property
owned, operated or managed by Landlord or Landlord's management company, or
any affiliate of Landlord);

(b)  the cost of insurance required by Article 8 and other insurance
---------
obtained by Landlord in respect of the Demised Premises that is then
reasonable and customary in respect of comparable buildings in the
Westshore submarket of Tampa;

(c)  charges (including applicable taxes) for all utilities not
directly billed to Tenant (if any) required in the operation of the Demised
Premises (including the tenanted areas thereof), including water, sewer,
electricity and gas;

(d)  amounts paid by Landlord, or charged to Landlord by independent
contractors, for services (including full or part-time labor), materials
and supplies;

(e)  amounts paid by Landlord, or charged to Landlord by independent
contractors, for window cleaning, janitorial, rubbish removal, snow and ice
removal, porter services, security, and pest control;

(f)  amounts paid by Landlord, or charged to Landlord by independent
contractors, for cleaning, operating and maintaining the Demised Premises,
including operating, maintaining and repairing the heating, air
conditioning and electrical systems servicing the Building and the
elevators in the Building;

(g)  repairs and maintenance (except as expressly excluded from
Operating Expenses or as such costs are expressly imposed on Landlord);

12

(h) costs of supplies, materials, tools and equipment;

(i) maintenance of the Land and exterior Improvements (including water
retention areas), including costs of landscaping, gardening and planting;

(j) the cost of telephone service, postage, office supplies,
maintenance and repair of office equipment and similar charges related to
operation of the Building management office located in the Building;

(k) the cost of licenses, permits and similar fees and charges for the
operation of the Building, but not including any franchise fees or any fee
for the issuance of the initial, permanent, or temporary certificate of
occupancy for the Building or any space therein;

(l)  reasonable, market fees for the management of the Demised
Premises; and

(m)  amortization of capital improvements made to the Demised Premises
after the Commencement Date which are undertaken primarily for the purpose
of reducing Operating Expenses, but only to the extent of the lesser of (i)
the annual amortized amount of such improvements over the useful life
thereof, and (ii) the actual annual cost savings.

In calculating Operating Expenses, Operating Expenses shall be reduced by all
cash, trade or quantity discounts to the extent actually received by Landlord in
the purchase of any goods, utilities or services in connection with the Demised
Premises.  All Operating Expenses shall be accounted for with the utilization of
generally accepted accounting principles consistently applied.

6.3  Certain Exclusions from Operating Expenses.
------------------------------------------ 

(a)  Notwithstanding the terms and provisions of Section 6.2 or of any
-----------
other terms or provision of this Lease, the following shall be
excluded from Operating Expenses:

(i)   leasing commissions;

(ii)  subject to Subsection 6.2 (m) and Tenant's obligation to
-----------------
make "Tenant's Compliance Contribution" pursuant to Section 11.1, any
------------     
depreciation or amortization on the Demised Premises;

(iii) subject to Subsection 6.2 (m) and Tenant's obligation to
----------------- 
make "Tenant's Compliance Contribution" pursuant to Section 11.1,
------------
costs of a capital

13

nature, including, without limitation, capital improvements, capital
repairs, capital equipment and capital tools as determined in
accordance with the Internal Revenue Code and generally accepted
accounting principles;

(iv)   costs, fines or penalties incurred due to a violation by
Landlord of any of the terms and conditions of this Lease, or of any
Laws;

(v)    interest on debt or amortization payments on any mortgage
or any other debt for borrowed money, or increases in principal or
interest on debt;

(vi)   rental under any ground or  underlying lease;

(vii)  repairs and any other work occasioned by fire, windstorm
or other casualty required under this Lease to be covered by insurance
(other than to the extent of reasonable and customary deductible
amounts under Landlord's insurance policies), or repairs required as a
result of eminent domain exercise;

(viii) fines, penalties or late charges incurred because of
Landlord's failure to promptly pay an obligation;

(ix)   any cost or expense which is already passed on to Tenant
(or reimbursed to Landlord) pursuant to some other term or provision
of this Lease, or any expense billed to and paid directly by Tenant on
its own account or on behalf of Landlord;

(x)    the cost of constructing the Base Building Improvements
and Tenant Improvements; and

(xi)   Landlord's general overhead and other administration
costs.

(b)  Tenant's Direct Obligations. Except as included within Operating
---------------------------
Expenses as set forth in Section 6.2, Tenant shall directly maintain, pay
-----------     
and perform any and all other obligations and charges in connection with
business licenses or similar permits pertaining to Tenant's use and
occupancy of the Demised Premises (but not certificates of occupancy or
construction related permits, licenses or other authorizations, all of
which shall be paid by Landlord). In the event Tenant fails to perform, pay
or discharge any such obligations or charges when due without penalty or
interest which would result in a lien against the Demised Premises if not
timely performed or paid, Landlord may, but shall not be obligated to, pay
the same. In the event Landlord makes any such payment, Tenant shall
immediately reimburse Landlord therefor together with interest at the
Maximum Rate of Interest on such amount within 15 days of demand by
Landlord. Further, Tenant agrees to indemnify, defend and hold Landlord
harmless from and against Tenant's failure to comply with this Section
-------
6.3(b).  Tenant, upon thirty (30) days' prior
-----

14

notice to Landlord, may elect to purchase directly any services, materials
or utilities included in Operating Expenses under Section 6.2. In that event,
-----------
Landlord shall fully cooperate in shifting such obligation to Tenant. The
calculation of Operating Expenses and determination of Estimated Operating for
preceding Lease Years shall be appropriately adjusted to account for Tenant's
assumption of such costs. Tenant shall initially contract and pay directly for
the following utilities and services:

(i)    utilities including but not limited to electricity, water and
sewer;

(ii)   Impositions as set forth in Article 7;
--------- 

(iii)  janitorial service; and

(iv)   security services for the Demised Premises, the Building and
common areas in and around the Building, including fire and burglar alarm
devices and guard protection, to perform annual inspection and/ or testing
of the smoke detectors and fire extinguishers in the Demised Premises and
elsewhere in the Building and to provide for the periodic maintain and
annual inspection of the Building fire alarm system.

6.4  Estimated Operating Expenses.
---------------------------- 

(a)  To implement Tenant's obligation to pay the Operating Expenses,
Tenant shall pay Landlord on or before the first day of each calendar month
during the Term one-twelfth (1/12) of the amount of the estimated Operating
Expenses for the then current Lease Year ("Estimated Operating Expenses")
which shall not exceed the greater of (i) 104% of the actual Operating
-------
Expenses for the immediately preceding Lease Year, or (ii) that amount
determined by applying to the actual Operating Expenses for the immediately
preceding Lease Year the percentage increase in Operating between such
immediately preceding Lease Year and the next preceding Lease Year. Landlord's
good faith initial Estimated Operating Expenses for the first Lease Year is
$8.00 per Rentable Square Foot. Landlord shall deliver to Tenant no later than
the Actual Substantial Completion Date its revised estimate of that figure,
together with all back-up documentation. There shall be an annual
reconciliation between what Tenant paid and what Tenant should have paid, and
Landlord shall deliver to Tenant a certified statement reflecting such
reconciliation with a reasonably detailed statement of actual Operating
Expenses for the preceding Lease Year, with appropriate back-up data
(together, the "Reconciliation Statement"), within ninety (90) days following
the end of each Lease Year. Any amount paid by Tenant which exceeds the actual
Operating Expenses due shall be refunded to Tenant simultaneous with the
delivery to Tenant of the Reconciliation Statement. If Tenant has paid less
than the correct amount due, Tenant shall pay the balance within thirty (30)
days of receipt of written notice from Landlord. Landlord's and Tenant's
obligation to pay the

15

adjustments described in this Section 6.4 shall survive the expiration or
-----------
earlier termination of this Lease.

(b) Tenant shall have ninety (90) days after receipt of a Reconciliation
Statement to notify Landlord of its election to audit the preceding year's
Operating Expenses. Upon such notice, Tenant shall have the right, by
itself, or through its employees or agents, at reasonable times and at a
reasonable place in Tampa, Florida, designated by Landlord, to audit
Landlord's books and records in support of the then applicable year-end
adjustment calculation. If there is a timely written objection by Tenant,
and if Landlord and Tenant are unable to resolve such objection within
thirty (30) days following the delivery by Tenant to Landlord of such
written notice of audit, then Tenant shall immediately thereafter pay
Landlord what Landlord claims is due. Tenant, at its sole election, may
submit the dispute to binding arbitration by the American Arbitration
Association in Tampa, Florida, in accordance with its then prevailing
rules. Judgment upon the arbitration award may be entered in any court in
Tampa, Florida, having jurisdiction. The arbitrators shall have no power to
change the provisions of this Lease. The arbitration panel shall consist of
three arbitrators, one of whom shall be a commercial real estate attorney
actively engaged in the practice of law for at least the last 10 years,
another of whom shall be a certified public accountant actively engaged in
the practice of accounting in the commercial real estate area for at least
the last 10 years, and the third of whom shall be a licensed real estate
broker actively engaged in the commercial leasing brokerage area for at
least the last 10 years. Both parties shall continue to perform their
respective Lease obligations during the pendency of any arbitration
proceedings. If it is determined by such arbitration that Tenant overpaid
the amount due, the overpaid amount, together with interest thereon at the
rate of three percent (3%) above the "prime rate" or "base rate" from time
to time announced by NationsBank, N.A. or its successors (such rate of
interest is sometimes referred to herein as the "Maximum Rate of Interest"
and shall be charged from the date when the same was paid to Landlord until
the same shall be repaid to Tenant, but in no event shall such rate be in
excess of the maximum rate permitted by law), shall be paid by Landlord to
Tenant within ten (10) days, or, at Tenant's election, applied to the Rent
next due under this Lease. For the purposes of that portion of this Lease
dealing with attorney"s fees, Tenant shall not be deemed to be "the
prevailing party" unless it is determined by such arbitration that Tenant
overpaid by more than three percent (3%) the Estimated Increases. Likewise
for the purposes of that portion of this Lease dealing with attorney"s
fees, Landlord shall not be deemed to be "the prevailing party" unless it
is determined by such arbitration that Tenant has underpaid by more than
three percent (3%) the Estimated Increases. Subject to the foregoing, the
arbitrators shall have the power to award reasonable attorney's fees and
reasonable expenses and costs.

16

7.  PAYMENT OF TAXES AND ASSESSMENTS.
-------------------------------- 

7.1.  Payment of Impositions. Tenant covenants and agrees to pay during the
----------------------
Term directly to the applicable authority before any fine, penalty, interest or
cost may be added thereto for the nonpayment thereof, all real estate taxes,
special assessments, water rates and charges, sewer rates and charges, including
charges for public utilities, street lighting, excise levies, licenses, permits,
inspection fees, other governmental charges, and all other charges or burdens of
whatsoever kind and nature (including assessments and expenses imposed on the
Demised Premises under restrictive covenants or similar agreements to which the
Demised Premises are subject) incurred in the use, occupancy, ownership,
operation, leasing or possession of the Demised Premises, without
particularizing by any known name or by whatever name hereafter called, and
whether any of the foregoing be general or special, ordinary or extraordinary,
foreseen or unforeseen (all of which are sometimes herein referred to as
"Impositions"), which at any time during the Term may have been or may be
assessed, levied, confirmed, imposed upon, or become a lien on the Demised
Premises, or any portion thereof, or any appurtenance thereto, rents or income
therefrom, and such easements or rights as may now or hereafter be appurtenant
or appertain to the use of the Demised Premises. Within ten (10) days after
receipt, Landlord shall deliver to Tenant any Imposition bill or statement sent
by the pertinent governmental agency or utility to Landlord. Tenant shall be
able to take advantage of all applicable discounts for early payment of
Impositions. Neither the Impositions nor any other charge passed on to Tenant
shall ever include any (i) profit, income, revenue or similar tax upon the
income of Landlord or any franchise, excise, corporate, estate, partnership,
inheritance, succession, capital levy, transfer, documentary or similar tax of
Landlord, or (ii) any charge, fee or amount due and payable in connection with
the design, development or construction of the Demised Premises, including
without limitation impact fees, utility connection, inspection or impact fees;
and building fees. Tenant shall pay all special (or similar) assessments for
public improvements or benefits which, during the Term shall be assessed, levied
or imposed upon or become payable or become a lien upon the Demised Premises, or
any portion thereof, provided, however, that if by law any special assessment is
--------  -------
payable (without default) or, at the option of the owner, may be paid (without
default) in installments (whether or not interest shall accrue on the unpaid
balance of such special assessment), Tenant may pay the same, together with any
interest accrued on the unpaid balance of such special assessment, in
installments as the same respectively become payable and before any fine,
penalty, interest or cost may be added thereto for the nonpayment of any such
installment and the interest thereon. Tenant shall pay all special assessments
or installments thereof (including interest accrued thereon), whether heretofore
or hereafter, assessed, levied or imposed upon the Demised Premises, or any
portion thereof, which are due and payable during the Term. Landlord shall pay
all installments of special assessments (including interest accrued on the
unpaid balance) which are payable prior to the commencement and after the
expiration or sooner termination of the Term. Tenant shall pay all real estate
taxes, whether heretofore or hereafter levied or assessed upon the Demised
Premises, or any portion thereof, which pertain to the Term. Landlord shall pay
all real estate taxes which pertain to the period prior to the commencement of
the Term. Any provision herein to the contrary notwithstanding, Landlord shall
pay that portion of the real estate taxes and installments of special
assessments attributable

17

to the Demised Premises prior to and after the Term which the number of days in
said years not within the Term bears to 365, and Tenant shall pay the balance of
said real estate taxes and installments of special assessments during said
years.

7.2  Tenant's Right to Contest Impositions. Tenant shall have the right at
-------------------------------------        
its own expense to contest the amount or validity, in whole or in part, of any
Imposition by appropriate proceedings diligently conducted in good faith, but
only after payment of such Imposition, unless such payment, or a payment thereof
under protest, would operate as a bar to such contest or interfere materially
with the prosecution thereof, in which event, notwithstanding the provisions of
Section 7.1, Tenant may postpone or defer payment of such Imposition if (i)
- ----------- 
neither the Demised Premises nor any portion thereof would, by reason of such
postponement or deferment, be in danger of being forfeited or lost, and (ii)
Tenant shall have deposited with Landlord cash or a certificate of deposit or
irrevocable letter of credit payable to Landlord issued by a national bank or
federal savings and loan association or other security reasonably acceptable to
Landlord in the amount of the Imposition so contested and unpaid, together with
all interest and penalties which may accrue in Landlord's reasonable judgment in
connection therewith, and all charges that may or might be assessed against or
become a charge on the Demised Premises, or any portion thereof, during the
pendency of such proceedings. Upon the termination or final determination of any
such proceedings, Tenant shall pay the amount of such Imposition or part
thereof, if any, as finally determined in such proceedings, the payment of which
may have been deferred during the prosecution of such proceedings, together with
any costs, fees, including reasonable attorney"s fees, interest, penalties,
fines and other liability in connection therewith, and upon such payment
Landlord shall return all amounts, certificates or other security deposited with
it with respect to the contest of such Imposition, as aforesaid, or, at the
written direction of Tenant, Landlord shall make such payment out of the funds
on deposit with Landlord and the balance, if any, shall be returned to Tenant.
Tenant shall be entitled to the refund of any Imposition, penalty, fine and
interest thereon received by Landlord which have been paid by Tenant or which
have been paid by Landlord but for which Landlord has been previously reimbursed
in full by Tenant. Landlord shall not be required to join in any proceedings
referred to in this Section 7.2 unless the provisions of any law, rule or
-----------   
regulation at the time in effect shall require that such proceedings be brought
by or in the name of Landlord, in which event Landlord shall join in such
proceedings or permit the same to be brought in Landlord's name upon compliance
with such conditions as Landlord may reasonably require. Landlord shall not
ultimately be subject to any liability for the payment of any fees, including
attorney's fees, costs and expenses in connection with such proceedings. Tenant
agrees to pay all such fees (including reasonable attorney's fees), costs and
expenses or, within ten (10) days of Landlord's demand, to make reimbursement to
Landlord for such payment. During the time when any such certificate of deposit
or other security is on deposit with Landlord, and prior to the time when the
same is returned to Tenant or applied against the payment, removal or discharge
of Impositions, as above provided, Tenant shall be entitled to receive all
interest paid thereon. Cash deposits shall bear interest.

18

7.3  Levies and Other Taxes. If, at any time during the term of this Lease,
----------------------
any method of taxation shall be such that there shall be levied, assessed or
imposed on Landlord, or on the Base Rent or Additional Rent, or on the Demised
Premises, or any portion thereof, a capital levy, gross receipts tax or other
tax on the rents received therefrom, or a franchise tax, or an assessment, levy
or charge measured by or based in whole or in part upon such rents, Tenant
covenants to pay and discharge the same, it being the intention of the parties
hereto that the rent to be paid hereunder shall be paid to Landlord absolutely
net without deduction or charge of any nature whatsoever foreseeable or
unforeseeable, ordinary or extraordinary, or of any nature, kind or description,
except as in this Lease otherwise expressly provided. Nothing in this Lease
shall require Tenant to pay any profit, income, revenue or similar tax upon the
income of Landlord or any franchise, excise, corporate, estate, partnership,
inheritance, succession, capital levy, transfer, documentary or similar tax of
Landlord.

7.4  Evidence of Payment. Tenant covenants to furnish Landlord, within
-------------------
thirty (30) days after the date upon which any ad valorem tax or special
assessment (or at Landlord's request, any other Imposition or tax, assessment,
levy or charge) is payable by Tenant without imposition of any fine, penalty,
interest or cost, official receipts of the appropriate taxing authority, or
other appropriate proof satisfactory to Landlord, evidencing the payment of the
same. The certificate, advice or bill of the appropriate official designated by
law to make or issue the same or to receive payment of any Imposition or other
tax, assessment, levy or charge may be relied upon by Landlord as sufficient
evidence that such Imposition or other tax, assessment, levy or charge is due
and unpaid at the time of the making or issuance of such certificate, advice or
bill.

7.5  Landlord's Right to Contest Impositions. In the event that Tenant
---------------------------------------
under Section 7.2, elects not to contest the amount or validity of Impositions,
-----------  
Landlord shall also have the right, but not the obligation, to contest the
amount or validity, in whole or in part, of any Impositions not contested by
Tenant, by appropriate proceedings conducted in the name of Landlord or in the
name of Landlord and Tenant. If Landlord elects to contest the amount or
validity, in whole or in part, of any Impositions, such contests by Landlord
shall be at Landlord's expense, provided, however, that if the amounts payable
--------  -------
by Tenant for Impositions are reduced (or if a proposed increase in such amounts
is avoided or reduced) by reason of Landlord's contest of Impositions, Tenant
shall reimburse Landlord for Landlord's actual and reasonable costs incurred by
Landlord in contesting Impositions, but such reimbursements shall not be in
excess of the amount saved by Tenant by reason of Landlord's actions in
contesting such Impositions.

7.6  Installment Payments. To the extent permitted by law, Tenant may pay
--------------------
any real estate tax and special assessments in annual installments. If Tenant
elects to pay such tax or assessment on an installment basis, then Tenant shall
pay only those installments which become due and payable during the Lease Term.
Any such installment due and payable in the year in which the Lease commences or
terminates shall be prorated.

19

8.  INSURANCE.
--------- 

8.1  Landlord's Casualty Insurance. Landlord agrees to obtain and
-----------------------------
continuously maintain in full force and effect during the Term, policies of
insurance covering all Improvements constructed, installed or located on the
Demised Premises naming Tenant, as an additional insured, against: (i) loss or
damage by fire; (ii) loss or damage from such other risks or hazards now or
hereafter embraced by an "Extended Coverage Endorsement," including, but not
limited to, windstorm, hail, explosion, vandalism, riot and civil commotion,
damage from vehicles, smoke damage, water damage and debris removal; (iii) loss
for flood if the Demised Premises are in a designated flood or flood insurance
area; (iv) loss from so-called explosion, collapse and underground hazards; (v)
loss of rental insurance for a twenty four (24) month period; and (vi) loss or
damage from such other risks or hazards of a similar or dissimilar nature which
are now or may hereafter be customarily insured against with respect to
improvements similar in construction, design, general location, use, occupancy
and location to Improvements. At all times, such insurance coverage shall be in
an amount equal to one hundred percent (100%) of the then "full replacement
cost" of the Improvements. "Full Replacement Cost" shall be interpreted to mean
the cost of replacing the Improvements without deduction for depreciation or
wear and tear, and it shall include a reasonable sum for architectural,
engineering, legal, administrative and supervisory fees connected with the
restoration or replacement of the Improvements in the event of damage thereto or
destruction thereof. If a sprinkler system shall be located in the Building,
sprinkler leakage insurance shall be procured and continuously maintained by
Landlord. For the period prior to the date when full or partial Rent commences
hereunder Landlord, at its sole cost and expense, shall also maintain in full
force and effect, on a completed value basis, insurance coverage on the
Improvements on Builder's Risk or other comparable coverage. Landlord and Tenant
shall require any contractor, subcontractor, sub-subcontractor, supplier, or
laborer that works on the Demised Premises for Landlord or Tenant to provide a
satisfactory certificate of insurance to the other prior to commencement of any
such work.

8.2  Tenant's Casualty Insurance Coverage. Tenant agrees to obtain and
------------------------------------ 
continuously maintain in full force and effect during the Term, policies of
insurance covering all of Tenant's furniture, fixtures, equipment and other
personal property located on the Demised Premises ("Tenant's FF&E"), naming
Landlord as an additional insured, against: (i) loss or damage by fire; (ii)
loss or damage from such other risks or hazards now or hereafter embraced by an
"Extended Coverage Endorsement," including, but not limited to, windstorm, hail,
explosion, vandalism, riot and civil commotion, damage from vehicles, smoke
damage, water damage and debris removal; (iii) loss for flood if the Demised
Premises are in a designated flood or flood insurance area; (iv) loss from so-
called explosion, collapse and underground hazards; (v) rental value insurance
for at least an twenty-four (24) month period; and (vi) loss or damage from such
other risks or hazards of a similar or dissimilar nature which are now or may
hereafter be customarily insured against with respect to improvements similar in
construction, design, general location, use, occupancy and location to the
Improvements. At all times, such insurance coverage shall be in

20

an amount equal to one hundred percent (100%) of the then "full replacement
cost" of the Tenant's FF&E. "Full Replacement Cost" shall be interpreted to mean
the cost of replacing Tenant"s FF&E without deduction for depreciation or wear
and tear.

8.3  Tenant's Liability Insurance Coverage. During the Term, Tenant, at its
-------------------------------------
sole cost and expense, shall obtain and continuously maintain in full force and
effect commercial general liability insurance against any loss, liability or
damage on, about or relating to the Demised Premises, or any portion thereof,
with limits of not less than Five Million Dollars ($5,000,000.00) combined
single limit coverage, per occurrence and aggregate, on an occurrence basis. Any
such insurance obtained and maintained by Tenant shall name Landlord as an
additional insured therein and shall be obtained and maintained from and with a
reputable and financially sound insurance company authorized to issue such
insurance in the State of Florida. Where possible, such insurance shall
specifically insure (by contractual liability endorsement) Tenant's obligations
under Section 21.1.
------------ 

8.4  Landlord's Liability Insurance Coverage. During the Term, Landlord, at
---------------------------------------
its sole cost and expense, shall obtain and continuously maintain in full force
and effect commercial general liability insurance against any loss, liability
or damage on, about or relating to the Demised Premises, or any portion
thereof, with limits of not less than Five Million Dollars ($5,000,000.00)
combined single limit coverage, per occurrence and aggregate, on an occurrence
basis. Any such insurance obtained and maintained by Landlord shall name Tenant
as an additional insured therein and shall be obtained and maintained from and
with a reputable and financially sound insurance company authorized to issue
such insurance in the State of Florida. Where possible, such insurance shall
specifically insure (by contractual liability endorsement) Landlord's
obligations under Section 21.2.
------------ 

8.5  Extended Coverage Insurance Provisions. All policies of insurance
-------------------------------------- 
required by Section 8.1 shall provide that the thereof shall be payable to
-----------
Landlord and, if Landlord so requests, shall also be payable to any contract
purchaser of the Demised Premises and the holder of any mortgages now or
hereafter becoming a lien on the fee of the Demised Premises, or any portion
thereof, as the interest of such purchaser or holder appears pursuant to a
standard named insured or mortgagee clause. Tenant shall not, on Tenant's own
initiative or pursuant to request or requirement of any third party, take out
separate insurance concurrent in form or contributing in the event of loss with
that required in Section 8.1, unless Landlord is named therein as an additional
----------- 
insured with loss payable as in said Section 8.1 provided. Tenant shall
-----------
immediately notify Landlord whenever any such separate insurance is taken out
and shall deliver to Landlord original certificates evidencing the same.

8.6  General Insurance Requirements. Each policy required under Sections
------------------------------                             --------   
8.1, 8.2, 8.3 and 8.4 shall have attached thereto (i) an endorsement that such
- ---------------------
policy shall not be canceled or materially changed without at least thirty (30)
days prior written notice to the party named therein as an additional insured,
and (ii) an endorsement to the effect that the insurance as to the interest of
the party named as additional insured shall not be invalidated by any act or
neglect

21

of the insuring party. All policies of insurance shall be written on companies
reasonably satisfactory to the party named as an additional insured therein and
licensed in the State of Florida. Certificates evidencing insurance shall be in
a form reasonably acceptable to the recipient party, shall be delivered to such
party upon commencement of the Term and prior to expiration of such policy, new
certificates evidencing such insurance shall be delivered to such party not less
than twenty (20) days prior to the expiration of the then current policy term.

8.7  Waiver of Subrogation. Landlord and Tenant hereby waive any rights
---------------------
each may have against the other on account of any loss or damage occasioned to
Landlord or Tenant, as the case may be, to their respective property, the
Building or its contents, Tenant's FF&E or to other portions of the Demised
Premises, arising from any risk generally covered by the "extended coverage"
property insurance, and each party, on behalf of its respective insurance
companies insuring its property against any such loss, waives any right of
subrogation that they may have against the Landlord or the Tenant, as the case
may be. Landlord and Tenant shall include in the policy or policies of insurance
required by this Article 8 a waiver by the insurer of all rights of subrogation
---------
against Landlord or Tenant in connection with any loss or damage thereby insured
against.

8.8  Unearned Premiums. Upon expiration or sooner termination of the Term,
-----------------
the unearned premiums upon any insurance policies required by this Article 8 the
---------   
cost for which has been passed on to Tenant as an Operating Expense shall be
payable to Tenant.

8.9  Blanket Insurance Coverage. Nothing in this Article 8 shall prevent
--------------------------                  ---------
Landlord or Tenant from obtaining insurance of the kind and in the amount
provided for under this Article 8 under a blanket insurance policy or policies
---------
(evidence thereof reasonably satisfactory to the other party shall be delivered
to the other party by the insuring party) which may cover other properties
owned or operated by the insuring party as well as the Demised Premises;
provided, however, that any such policy of blanket insurance of the kind
- --------  -------
provided for shall (i) specify therein the amounts thereof exclusively allocated
to the Demised Premises or the insuring party shall furnish the other party and
the holder of any fee mortgage with a written statement from the insurers under
such policies specifying the amounts of the total insurance exclusively
allocated to the Demised Premises, and (ii) not contain any clause which would
result in the insured thereunder being required to carry any insurance with
respect to the property covered thereby in an amount not less than any specific
percentage of the Full Replacement Cost of such property in order to prevent the
insured therein named from becoming a co-insurer of any loss with the insurer
under such policy; and provided further, however, that such policies of blanket
-------- -------  -------  
insurance shall, as respects the Demised Premises, contain the various
provisions required of such an insurance policy by the foregoing provisions of
this Article 8.
---------

9.  SERVICES.
-------- 

9.1  Services.  Landlord shall furnish the following services, the cost of
--------
which shall be an Operating Expense, all of the standard of a first class office
building and office park in the

22

Westshore submarket of Tampa, through and consistent with the capacity of the
systems described in the Base Building Plans.

(a)  Elevator service for passenger and delivery needs;

(b)  Heating, ventilation and air-conditioning as required to maintain
temperature and humidity levels as hereinafter provided, and to maintain
fresh air levels in the Building consistent with prevailing ASHRAE Standard
62-1989 "Ventilation of Acceptable Indoor Air Quality" and all applicable
laws, regulations and codes, and to maintain air quality at such levels to
protect all occupants of the Building from harmful or adverse exposure to
chemical contaminants, bacteria, mold, mildew, dust, ozone, and other
allergens or contaminants. Subject to applicable mandatory federal and
local energy conservation regulations, Landlord shall use its best efforts
to maintain the usable area within the Building at a constant temperature
between 70 Degrees F and 75 Degrees F during Standard Building Hours, and
at humidity levels between 37 and 60 percent, unless the outside
temperature is below 40 Degrees F or above 95 Degrees for at least 3 hours
each day for five consecutive days. If the outside temperature is below 40
Degrees or above 95 Degrees for at least 3 hours each day for five
consecutive days, Landlord will use its best efforts to maintain the
Building between 72 Degrees F and 78 Degrees F, with humidity levels
between 25 and 60 percent, regardless of the outside temperature. Landlord
shall maintain the Building envelope, roof, and systems and components to
prevent moisture intrusion into the Building.

(c)  Hot and cold running water for all restrooms, lavatories and
kitchens;

(d)  Electric power, including electric power for lighting and
receptacles;

(e)  Replacement of light bulbs and ballasts for interior and exterior
electric lighting; and

(f)  General management of the Demised Premises, including
supervision, inspections and management functions.

The services described above shall be provided 24 hours per day, 7 days per
week, 52 weeks a year, every day during the Term.

9.2  Standards; Interruption. Landlord shall exercise due care in
----------------------- 
furnishing adequate and uninterrupted services and in restoring any interrupted
service as quickly as possible; but Landlord shall not be liable for any damages
directly or indirectly resulting from the interruption or failure to furnish any
of services referred to herein, unless due to Landlord"s gross negligence or
willful misconduct. Tenant shall promptly notify Landlord in the event any
service which Landlord is obligated under this Lease to provide is not provided.
Notwithstanding the foregoing provisions of this Section 9.2, in the event a
-----------
service which Landlord is obligated to provide in the Demised Premises is not
provided for reasons within the reasonable control of Landlord for

23

a period of three (3) consecutive business days and, as a result of the failure
to provide such service, Tenant is unable to reasonably operate its business in
a material portion of the Demised Premises during such three (3) consecutive
business day period, and if Landlord does not commence to cure such situation
within five (5) days after receipt of written notice from Tenant and thereafter
diligently prosecute such cure to completion, then Tenant shall be entitled
equitably abate its Rent for the period commencing at the time Tenant notifies
Landlord of the interruption of service which causes Tenant to be unable to
reasonably operate its business in that portion of the Demised Premises until
such service is resumed in a manner such that Tenant is able to reasonably
conduct its business therein. In addition, Tenant may, at its election, cure
such situation and set off against, and deduct from, the Rent next due under
this Lease the costs and expenses incurred by Tenant in connection therewith,
together with an administrative charge of five percent (5%) of such costs and
expenses. The remedies set forth in this Section 9.2 are in addition to Tenant's
----------- 
other remedies for Landlord's default.

10.  REPAIRS
-------

10.1  Landlord's Repairs. In addition to the Guarantee provided in
------------------
paragraph 12.1 of Exhibit "C", during the Term, Landlord, at its sole cost and
----------
expense (and not as a component of Operating Expenses pursuant to Section 6.1),
------------ 
shall maintain and repair in first-class condition the roof and structural
elements (which, for the purposes of this Lease shall mean load bearing walls,
foundation, roof system and glazing and curtain wall systems of the Building and
Garage, excluding items of a cosmetic nature). Except to the extent maintained
by Tenant in accordance with Section 10.2, Landlord, at its initial cost,
------------  
recoverable as an Operating Expense pursuant to Section 6.1 (except as excluded
under Section 6.3), shall make and perform all other routine maintenance of the
-----------
Demised Premises and all necessary repairs to every portion and element of the
Demised Premises, ordinary and extraordinary, foreseen and unforeseen, of every
nature, kind and description, including without limitation, repairs to
electricity, water, sewer, and other utility lines and connections, roadways,
driveways and paved parking areas. When used in this Article 10, "repairs" shall
----------   
include all necessary replacements, renewals, alterations, additions and
betterments. All repairs made by Landlord shall be at least equal in quality to
the original work and shall be made by Landlord in accordance with all Laws,
whether heretofore or hereafter enacted. The necessity for or adequacy of
maintenance and repairs shall be measured by the standards which are appropriate
for improvements of similar construction and class in the Westshore submarket of
Tampa, Florida, provided that Landlord shall in any event make all repairs
necessary to avoid any structural damage or other damage or injury to the
Improvements.

10.2  Tenants Repairs. Tenant, at its sole cost and expense, throughout the
--------------- 
Term, shall take good care of the non-structural, interior surfaces of the
Building and shall keep the same in good order and condition, and shall make and
perform all routine maintenance thereof and all necessary repairs thereto,
ordinary and extraordinary, foreseen and unforeseen, of every nature, kind and
description. When used in this Article 10, "repairs" shall include all necessary
----------
replacements, renewals, alterations, additions and betterments. All repairs made
by Tenant shall be at least equal in quality to the original work and shall be
made by Tenant in accordance with

24

all Laws, whether heretofore or hereafter enacted. The necessity for or adequacy
of maintenance and repairs shall be measured by the standards which are
appropriate for improvements of similar construction and class in the Westshore
submarket of Tampa, Florida, provided that Tenant shall in any event make all
repairs necessary to avoid any damage or injury to the Improvements.
Notwithstanding the foregoing, at Tenant's election, Landlord shall perform the
repairs described in this Section 10.2, and costs so incurred by Landlord shall
------------              
be included in Operating Expenses.

10.3    Exterior Maintenance. Except to the extent otherwise set forth in
--------------------
Section 10.1 or 10.2, Landlord shall take good care of and maintain in first-
- --------------------
class condition all exterior areas of the Demised Premises, and keep all
exterior areas of the Demised Premises in first class condition, free of dirt,
rubbish, debris and unlawful obstructions, and the cost of such maintenance
shall be included in Operating Expenses (except as excluded under Section 6.3).
-----------  

10.4    Standards.  All work performed by Landlord and Tenant under this
---------
Article 10 shall provide for containment of any toxic materials which may be
- ---------- 
encountered and shall be in strict conformance with OSHA and EPA standards and
local building codes and regulations. Landlord shall not use toxic paint or
other materials which may emit fumes or odors harmful to Tenant's employees.

10.5    Prohibition Against Waste. Tenant shall not do or suffer any waste
-------------------------
or damage, disfigurement or injury to the Demised Premises, or any improvements
hereafter erected thereon

11.  COMPLIANCE WITH LAWS AND ORDINANCES.
-----------------------------------

11.1    Compliance with Laws and Ordinances. As used in this Lease, the
-----------------------------------
term "Laws" shall mean all present and future laws, ordinances, orders, rules,
regulations and requirements of all federal, state, municipal and other
governmental bodies having jurisdiction over the planning, design and
construction of the Improvements and operation and maintenance of Demised
Premises, and the appropriate departments, commissions, boards and officers
thereof, and the orders, rules and regulations of the Board of Fire Underwriters
where the Demised Premises are situated, or any other body now or hereafter
constituted exercising lawful or valid authority over the Demised Premises or
exercising authority with respect to the use or manner of use of the Demised
Premises, including, without limitation, the Americans with Disabilities Act and
the Florida Accessibility Code. At all times during Tenant's occupancy of the
Demised Premises (or any portion thereof), Tenant shall cease and remove any
violation of Laws resulting from Tenant's specific use of the Demised Premises.
Landlord and Tenant mutually acknowledge that amendments to existing Laws, new
interpretations of existing Laws or enactment of new Laws taking effect after
the Commencement Date may require that substantial cost be incurred in making
physical alterations or improvement to the Improvements (physical alterations or
improvements to the Improvements that are required to be made during the term to
bring the Demised Premises into compliance with amendments to existing Laws or
enactments of new Laws are collectively referred to as "Future Compliance
Improvements"). The term "Future Compliance Improvements" shall not include any
improvements necessary due to the failure of 

25

the design or construction of the Base Building Improvements or the construction
(but not the design) of the Tenant Improvements to comply with all existing
Laws, which improvements shall be performed by Landlord at its sole cost and
expense. The term "Future Compliance Improvements" also shall not include any
improvements necessary due to the failure of the design of the Tenant
Improvements to comply with all existing Laws, which improvements shall be
performed by Tenant at its sole cost and expense. Because the cost of making the
Future Compliance Improvements is unforeseeable as of the Effective Date of this
Lease and may be substantial, the parties hereby agree to the following with
respect to making Future Compliance Improvements:

(a)  Landlord shall have the responsibility, at Landlord's sole
expense, for constructing or making the Future Compliance Improvements
which are attributable solely to changes in Laws and are required for
Tenant to continue to utilize the Demised Premises for the purposes
permitted under this Lease, subject only to Tenant's obligation to pay
Landlord "Tenant's Compliance Contribution."

(b)  Except to the extent otherwise elected by Tenant or Landlord
below, Tenant shall be required to reimburse Landlord for the cost of
constructing or making the Future Compliance Improvements by paying
Landlord additional Operating Expenses in a monthly amount during the Lease
Term equal to the cost of the Future Compliance Improvements constructed or
made by Landlord, amortized on a debt service basis over the useful life of
such Future Compliance Improvements as reasonably determined under
generally accepted accounting principles, using an interest rate of
9.4102%. ("Tenant's Compliance Contribution"). As conditions precedent to
Landlord's right to receive Tenant's Compliance Contribution, (i) Landlord
shall have delivered a written notice to Tenant stating that Landlord
intends to commence a Future Compliance Improvement, which notice shall
also cite the applicable Law pursuant to which the Future Compliance
Improvement is being made and provide an estimate of Tenant's Compliance
Contribution, and (ii) Landlord shall submit to Tenant invoices and other
reasonable documentation evidencing the amounts paid by Landlord in making
or constructing the Future Compliance Improvements. Notwithstanding the
foregoing, in the event that the cost of any Future Compliance Improvements
is reasonably estimated by Landlord to exceed $2,500,000, then either
Landlord or Tenant shall have the right to terminate this Lease within
thirty (30) days after the date of Landlord's notice to Tenant of the
pending Future Compliance Improvement. If either party so elects to
terminate, the other party shall have the right to cancel such termination
by giving written notice to the other party to the effect that, (i) if
Landlord has terminated, Tenant agrees to pay in cash the full cost of
constructing of such Future Compliance Improvement in excess of
$2,500,000.00, or (ii) if Tenant has terminated, Landlord agrees to proceed
with such Future Compliance Improvement without the requirement of Tenant's
Compliance Contribution as to amounts in excess of $2,500,000.00.

26

(c)  Tenant shall have the responsibility, at Tenant's sole expense,
for constructing or making the Future Compliance Improvements which are
solely attributable to changes in use by Tenant or alterations by Tenant.

11.2    Compliance with Permitted Encumbrances. Tenant shall not violate
--------------------------------------
the terms and provisions of the Permitted Encumbrances or any agreements,
contracts, easements, restrictions, reservations or covenants, hereafter created
by Tenant or consented to in writing by Tenant or requested in writing by
Tenant; provided, however, that, although Tenant shall not violate the terms of
--------  -------                       
the Permitted Encumbrances as aforesaid, the parties acknowledge and agree that
Tenant is not a party to or otherwise bound by any of the Permitted Encumbrances
and that nothing in this Lease is intended or shall be deemed or construed to
impose upon Tenant the duties, obligations or liabilities of Landlord or of any
other party under the Permitted Encumbrances (except for Tenant's covenant to
Landlord not to violate such documents as provided in this Section 11.2), and
------------
except for Tenant's agreement to pay an expense deemed an Imposition or
Operating Expense hereunder.

11.3    Tenant's Right to Contest Laws and Ordinances. After prior written
---------------------------------------------
notice to Landlord, Tenant, at its sole cost and expense and without cost or
expense to Landlord, shall have the right to contest the validity or application
of any law or ordinance referred to in this Article 11 in the name of Tenant or
---------- 
Landlord, or both, by appropriate legal proceedings diligently conducted, but
only if under the terms of such law or ordinance, compliance therewith pending
the prosecution of any such proceeding may legally be delayed without the
occurrence of any lien, charge or liability of any kind against the Demised
Premises, or any portion thereof, and without subjecting Landlord or Tenant to
any liability, civil or criminal, for failure so to comply therewith until the
termination or final determination of such proceeding; provided, however, that
--------  ------- 
if any lien, charge or civil liability would be incurred by reason of any such
delay, Tenant nevertheless, on the prior written consent of Landlord, may
contest as aforesaid and delay as aforesaid, provided that such delay would not
subject Tenant or Landlord to criminal liability and Tenant: (i) furnishes
Landlord security, reasonably satisfactory to Landlord, against any loss or
injury by reason of any such contest or delay; (ii) prosecutes the contest with
due diligence and in good faith; and (iii) agrees to indemnify, defend and hold
harmless Landlord and the Demised Premises from any charge, liability or expense
whatsoever. The security furnished to Landlord by Tenant shall be in the form of
a cash deposit, a certificate of deposit issued by a national bank or federal
savings and loan association payable to Landlord or irrevocable letter of credit
payable to Landlord or other form reasonably acceptable to Landlord. Said
deposit shall be held, administered and distributed in accordance with the
provisions of Section 7.2 relating to the contest of the amount or validity of
-----------                               
any Imposition. If necessary or proper to permit Tenant to contest the validity
or application of any such law or ordinance, Landlord shall, at Tenant's sole
cost and expense, including reasonable attorneys fees incurred by Landlord,
execute and deliver any appropriate papers or other documents.

27

12.  CONSTRUCTION LIENS AND OTHER LIENS.
----------------------------------

12.1    Freedom from Liens.
------------------

(a)  Tenant shall not suffer or permit any construction lien or other
lien to be filed against the Demised Premises, or any portion thereof, by
reason of work, labor, skill, services, equipment or materials supplied to
the Demised Premises at the request of Tenant, or anyone holding the
Demised Premises, or any portion thereof, through or under Tenant. If any
such construction lien or other lien caused by or attributed to Tenant
shall at any time be filed against the Demised Premises, or any portion
thereof, Tenant shall cause the same to be discharged of record or bonded
within sixty (60) days after the date of filing the same. If Tenant shall
fail to discharge or bond such construction lien or liens or other lien
within such period, then, in addition to any other right or remedy of
Landlord, after five (5) days prior written notice to Tenant, Landlord may,
but shall not be obligated to, discharge the same by paying to the claimant
the amount claimed to be due or by procuring the discharge of such lien as
to the Demised Premises by deposit into the court having jurisdiction of
such lien, the foreclosure thereof or other proceedings with respect
thereto, of a cash sum sufficient to secure the discharge of the same, or
by the deposit of a bond or other security with such court sufficient in
form, content and amount to procure the discharge of such lien, or in such
other manner as is now or may in the future be provided by present or
future law for the discharge of such lien as a lien against the Demised
Premises. Any amount paid by Landlord, or the value of any deposit so made
by Landlord, together with all costs, fees and expenses in connection
therewith (including reasonable attorneys' fees of Landlord), together with
interest thereon at the Maximum Rate of Interest, shall be repaid by Tenant
to Landlord on demand by Landlord and, if unpaid, may be treated as
Additional Rent. Tenant shall indemnify and defend Landlord against and
save Landlord and the Demised Premises, and any portion thereof, harmless
from all losses, costs, damages, expenses, liabilities, suits penalties,
claims, demands and obligations, including, without limitation, reasonable
attorneys' fees, resulting from the assertion, filing, foreclosure or other
legal proceedings with respect to any such construction lien or other lien.

(b)  All materialmen, contractors, artisans, mechanics, laborers and
any other persons now or hereafter furnishing any labor, services,
materials, supplies or equipment to Tenant with respect to the Demised
Premises, or any portion thereof, are hereby charged with notice that they
must look exclusively to Tenant to obtain payment for the same. Notice is
hereby given that Landlord shall not be liable for any labor, services,
materials, supplies, skill, machinery, fixtures or equipment finished or to
be furnished to Tenant upon credit, and that no construction lien or other
lien for any such labor, services, materials, supplies, machinery, fixtures
or equipment shall attach to or affect the state or interest of Landlord in
and to the Demised Premises, or any portion thereof.

28

12.2    Landlord's Indemnification. The provisions of Section 12.1 above
--------------------------                    ------------
shall not apply to any construction lien or other lien for labor, services,
materials, supplies, machinery, fixtures or equipment furnished to the Demised
Premises in the performance of Landlord's obligation to construct the Base
Building Improvements and the Tenant Improvements, and Landlord does hereby
agree to indemnify and defend Tenant against and save Tenant and the Demised
Premises, and any portion thereof, harmless from all losses, costs, damages,
expenses, liabilities and obligations, including, without limitation, reasonable
attorneys' fees, resulting from the assertion, filing, foreclosure or other
legal proceedings with respect to any such construction lien or other lien.

12.3    Removal of Liens. Except as otherwise provided for in this Article
----------------                                           -------
12, Tenant shall not create, permit or suffer, and shall promptly discharge and
- --
satisfy of record, any other lien, encumbrance, charge, security interest, or
other right or interest which shall be or become a lien, encumbrance, charge or
security interest upon the Demised Premises, or any portion thereof, or the
income therefrom, or on the interest of Landlord or Tenant in the Demised
Premises, or any portion thereof, save and except for those liens, encumbrances,
charges, security interests, or other rights or interests consented to in
writing by Landlord, or those mortgages, assignments of rents, assignments of
leases and other mortgage documentation placed thereon by Landlord in financing
or refinancing the Demised Premises.

13.  INTENTIONALLY OMITTED.
---------------------

14.  DEFAULTS.
--------

14.1    Event of Default. Any one or more of the following events are 
----------------
deemed an "Event of Default" in the singular and "Events of Default" in the
plural;

(a)  If Tenant fails to pay when due any installment of Rent
payable under this Lease or if Tenant fails to pay any other amount to be
paid by Tenant hereunder, when and as the same shall become due and payable
without imposition of any fine, penalty, interest or cost, and such breach
shall continue for a period of ten (10) days after written notice thereof
given by Landlord to Tenant in accordance with Section 22.3, provided,
------------  --------  
however, that Landlord shall be obligated to provide Tenant notice and
------- 
opportunity to cure pursuant to this Subsection 14.1(a) on only two (2)
------------------     
occasions in any twelve (12) month period, and any subsequent failure to
pay occurring during such twelve (12) month shall constitute an Event of
Default without the requirement of any notice to Tenant or opportunity to
cure.

(b)  If Tenant in fails to keep, observe or perform any of the terms
contained in this Lease, other than those referred to in Subsection
----------
(14.1)(a), and such breach shall continue for a period of thirty (30) days
---------     
after written notice thereof given by Landlord to Tenant, (or in the case
of such a default which cannot with due diligence and in good faith be
cured within thirty (30) days, Tenant fails to proceed promptly and with
due 

29

diligence and in good faith to cure the same and thereafter to prosecute
the curing of such default with due diligence and in good faith, it being
intended that the time allowed Tenant within which to cure the same shall
be extended for such period as may be necessary for the curing thereof
promptly with due diligence and in good faith).

14.2    Landlord's Remedies. Upon an Event of Default by Tenant, Landlord
-------------------
may at its option at any time thereafter without notice or demand of any kind
except as provided in this Article 14, exercise one or more of the following
----------
described remedies, in addition to all other rights and remedies provided
herein, and at law or equity:

(a)    Landlord may terminate this Lease, in which event Landlord
may forthwith repossess the Demised Premises in accordance with law, and be
entitled to recover from Tenant all Rent accrued and unpaid for the period
up to and including the date of termination.

(b)    Landlord may terminate Tenant's right of possession without
terminating this Lease, and may repossess the Demised Premises by forcible
entry or detainer suit or otherwise, in which event Landlord shall use
reasonable good faith efforts to relet the Demised Premises for the account
of Tenant, for such rent and upon such terms as Landlord in its reasonable
discretion shall determine. For the purpose of such reletting, Landlord is
authorized to decorate and make any repairs, changes, or alterations in or
to the Demised Premises that may be necessary or appropriate, and Tenant
shall, upon written demand, pay the cost thereof. If the Demised Premises
are relet and a sufficient sum shall not be realized from such reletting to
pay all of the costs and expenses (i) of such decoration, repairs, changes,
alterations and additions, (ii) of such termination and reletting
(including, without limitation, all brokerage, advertising, and legal
expenses), and (iii) of the collection of the rent accruing therefrom, and
to satisfy the Rent provided for in this Lease, then Tenant shall satisfy
and pay any such deficiency upon demand therefor from time to time, or at
Landlord's discretion, in a lump sum equal to the present value of such sum
discounted over the remaining Term at a rate equal to the prime rate from
time to time announced by NationsBank, N.A. or its successors. Tenant
agrees that Landlord may file suit to recover any sums falling due under
the terms of this Section 14.2 from time to time and that no suit or
------------                                      
recovery of any portion due Landlord hereunder shall be any defense to any
subsequent action brought for any amount not theretofore reduced to
judgment in favor of Landlord.

(c)    Landlord may enter upon the Demised Premises and do whatever
Tenant is obligated to do under the terms of this Lease and Tenant
covenants and agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease together with interest at the Maximum Rate, and Tenant
further agrees that Landlord shall not be liable for any damages resulting
to Tenant from such action, unless caused by the negligence of Landlord,
its agents, employees or contractors.

30

14.3    Landlord's Default. In the event of Landlord's defaults in its
------------------
performance of any covenant or obligation in this Lease, Tenant shall not
exercise any remedy until Tenant has given Landlord prior written notice of such
act or omission and until a thirty (30) day period of time to allow Landlord or
the mortgagee to remedy such act or omission shall have elapsed following the
giving of such notice; provided, however, that if such act or omission cannot,
--------  -------
with due diligence and in good faith, be remedied within such thirty (30) day
period, Landlord and/or the mortgagee shall be allowed such further period of
time as may be reasonably necessary provided that it shall have commenced
remedying the same with due diligence and in good faith within said thirty (30)
day period. Notwithstanding the foregoing, in the event Landlord's default
hereunder results in an immediate threat of bodily harm to Tenant's employees,
agents or invitees, or damage to Tenant's property, Tenant may proceed to cure
the default without prior notice to Landlord provided, however, that in that
--------  -------    
event Tenant shall give written notice to Landlord as soon as possible. Nothing
herein contained shall be construed or interpreted as requiring any mortgagee to
remedy such act or omission. Landlord shall reimburse Tenant for any costs or
expenses paid by Tenant on behalf of Landlord under this Section 14.3, together
------------     
with interest at the Maximum Rate of Interest, within fifteen (15) days of
written demand by Tenant. If Landlord fails to timely reimburse Tenant for such
costs or expenses, Tenant may deduct such amounts from subsequent payments of
Rent. Nothing herein shall provide any extension or cure right with respect to
the time frames for design and construction of the Base Building Improvements
and the Tenant Improvements set forth in the Pre-Occupancy Agreement.

14.4    No Waiver. No failure by Landlord or by Tenant to insist upon the
---------
performance of any of the terms of this Lease or to exercise any right or remedy
consequent upon a breach thereof, and no acceptance by Landlord of full or
partial rent from Tenant or any third party during the continuance of any such
breach, shall constitute a waiver of any such breach or of any of the terms of
this Lease. None of the terms of this Lease to be kept, observed or performed by
Landlord or by Tenant, and no breach thereof, shall be waived, altered or
modified except by a written instrument executed by Landlord or by Tenant, as
the case may be. No waiver of any breach shall affect or alter this Lease, but
each of the terms of this Lease shall continue in full force and effect with
respect to any other then existing or subsequent breach of this Lease. No waiver
of any default of Landlord or Tenant herein shall be implied from any omission
by non-defaulting party to take any action on account of such default, if such
default persists or is repeated and no express waiver shall affect any default
other than the default specified in the express waiver and then only for the
time and to the extent therein stated. One or more waivers by Landlord or Tenant
shall not be construed as a waiver of a subsequent breach of the same covenant,
term or condition.

14.5    Remedies Cumulative. In the event of any breach or threatened 
-------------------
breach by either party of any of the terms contained in this Lease, the non-
breaching party shall be entitled to enjoin such breach or threatened breach and
shall have the right to invoke any right or remedy allowed at law or in equity
or by statute or otherwise as though entry, reentry, summary proceedings and
other remedies were not provided for in this Lease. Each remedy or right of
either party provided for in this Lease shall be cumulative and shall be in
addition to every other 

31

right or remedy provided for in this Lease, or now or hereafter existing under
Florida law or in equity or otherwise, and the exercise or the beginning of the
exercise by Landlord or Tenant of any one or more of such rights or remedies
shall not preclude the simultaneous or later exercise by Landlord or Tenant of
any or all other rights or remedies.

15.  DESTRUCTION AND RESTORATION.
---------------------------

15.1    Destruction and Restoration. Landlord covenants and agrees that, in
---------------------------
case of damage to or destruction of the Improvements after the Commencement Date
by fire or otherwise, Landlord, at its sole cost and expense, shall promptly and
diligently proceed with the adjustment of Landlord's insurance claims in respect
thereof within a period of six (6) months after the date of the damage or
destruction and, thereafter, if and to the extent required by this Article 15,
----------
promptly commence, and diligently prosecute to completion, the restoration,
repair, replacement and rebuilding of the same. The Demised Premises (including
Tenant Improvements, and Tenant's changes and alterations made pursuant to
Section 20.1), shall be restored as nearly as possible to the condition that the
- ------------                       
same were in immediately prior to such damage or destruction with such changes
or alterations (made in conformity with Article 20) as may be reasonably
----------
acceptable to Landlord and Tenant or required by Law. Tenant shall forthwith
give Landlord written notice of such damage or destruction upon the occurrence
thereof and specify in such notice, in reasonable detail, the extent thereof.
Such restoration, repairs, replacements, rebuilding, changes and alterations,
including the cost of temporary repairs for the protection of the Demised
Premises, or any portion thereof, pending completion thereof are sometimes
hereinafter referred to as the "Restoration." The Restoration shall be carried
on and completed in accordance with the provisions and conditions of this
Article 15.
- ---------- 

15.2    Application of Insurance Proceeds. All insurance monies recovered
---------------------------------
by Landlord or Tenant shall be held by Landlord for the mutual benefit of
Landlord and Tenant on account of such damage or destruction, less the costs, if
any, to Landlord of such recovery, shall be applied to the payment of the costs
of the Restoration and shall be paid out from time to time as the Restoration
progresses upon the written request of Landlord. Any insurance proceeds in
excess of the cost of Restoration shall be the property of Landlord.

15.3    Continuance of Tenant's Obligations. Except as provided for in
-----------------------------------
Section 15.5, no destruction of or damage to the Demised Premises, or any
- ------------
portion thereof, by fire, casualty or otherwise shall permit Tenant to surrender
this Lease or shall relieve Tenant from its liability to pay to Landlord the
Rent and Additional Rent payable under this Lease or from any of its other
obligations under this Lease, and Tenant waives any rights now or hereafter
conferred upon Tenant by present or future law or otherwise to quit or surrender
this Lease or the Demised Premises, or any portion thereof, to Landlord or to
any suspension, diminution, abatement or reduction of rent on account of any
such damage or destruction.

15.4    Completion of Restoration. The foregoing provisions of this Article
-------------------------                                   -------
15 apply only to damage or destruction of the Improvements by fire, casualty or
- --
other cause occurring after the 

32

Commencement Date. During all periods of construction, Landlord shall obtain and
maintain builder's risk insurance coverage referred to in Article 8. All monies
--------- 
received by Landlord under its builder's risk insurance coverage shall be
applied by Landlord to complete the Restoration of such damage or destruction.
Section 15.5(c) shall apply if such insurance proceeds are insufficient to
complete the Restoration of the Improvements.

15.5    Adjustment of Rent and Termination of Lease.
-------------------------------------------

(a)   In the event of damage to or destruction of the Improvements,
in whole or in part, under Section 15.1, the Base Rent payable hereunder
------------
for the perio from and after such damage or destruction to the date of
substantial completion of the Restoration of the Improvements shall be
equitably adjusted and abated based on the portion of the Improvements,
parking and access reasonably able to be utilized by Tenant after such
damage or destruction.

(b)   If Landlord fails to complete the Restoration of the Demised
Premises required under this Lease within twenty four (24) months after the
date of the damage or destruction, Tenant may terminate this Lease upon
giving Landlord written notice of its election to terminate fifteen (15)
days following the expiration of such time period or Tenant shall have
waived its right to terminate the Lease, except to the extent otherwise
provided under this Section 15.5.
------------ 

(c)   If the Improvements shall be destroyed or damaged to such an
extent that the Restoration thereof will cost an amount in excess of the
net proceeds of the insurance required to be and maintained by Landlord,
Landlord shall contribute up to Two Hundred Fifty Thousand Dollars
($250,000.00) over and above the net proceeds of insurance towards the cost
of Restoration ("Landlord's Contribution"). In such event, then, commencing
upon the completion of the Restoration and for the balance of the Term, the
annual Base Rent payable under this Lease shall be increased by an amount
determined by multiplying the total amount of the Landlord's Contribution
expended by Landlord by 10%, which amount shall be subject to escalation in
subsequent Lease Years in accordance with the provisions of this Lease
governing escalations of Base Rent . If the Improvements shall be destroyed
or damaged to such an extent that the Restoration thereof will cost an
amount in excess of net proceeds of insurance and Landlord's Contribution,
(the amount of such excess hereinafter referred to as the "Excess Funds"),
Landlord shall, with reasonable promptness, notify Tenant, in writing, of
such fact, which notice shall be accompanied by a detailed statement of the
nature and extent of such damage or destruction and detailed estimates of
the total cost of Restoration. Within thirty (30) days after the giving of
such notice, Tenant shall notify Landlord either that (i) it will furnish,
at its sole cost and expense, the Excess Funds which are necessarily
required in connection with the Restoration, or (ii) it is unwilling to
expend the Excess Funds for such purpose. Failure to give such notice
within such thirty (30) day period shall be deemed an election by Tenant
not to make such expenditure. In the event that 

33

Landlord, subsequent to Tenant's election not to make such expenditure,
elects by written notice to Tenant ("Landlord's Second Notice") not to
expend the Excess Funds, then Tenant shall have the option, within thirty
(30) days after receipt of Landlord's Second Notice, to either expend the
Excess Funds or terminate this Lease and surrender the Demised Premises to
Landlord by a notice, in writing, addressed to Landlord, specifying such
election accompanied by Tenant's payment of the then remaining balance, if
any, of the Rent and other charges hereafter specified in this Section
-------
15.5.  Upon the giving of such notice and the payment of such amounts, the
-----
Term shall cease and come to an end on a day to be specified in Tenant's
notice, which date shall not be more than thirty (30) days after the date
of delivery of such notice by Tenant to Landlord.  Tenant shall accompany
such notice with its payment of all Rent and other charges payable by
Tenant hereunder, justly apportioned to the date of such termination.  In
such event, Landlord shall be entitled to the proceeds of all insurance
carried hereunder.

(d)   If, within twenty-four (24) months prior to the expiration of
the Term, the Improvements shall be destroyed or damaged to such an extent
that, after the Restoration thereof, there cannot reasonably be anticipated
to remain at least twelve (12) months in the Term of this Lease, then
either Landlord or Tenant shall have the right to terminate this Lease by
giving the other written notice to the other party within thirty (30) days
after the damage or destruction. Upon the giving of such notice, the Term
shall cease and come to an end on a day to be specified in the termination
notice, which date shall not be more than thirty (30) days after the
delivery of such notice. In such event Landlord shall be entitled to the
proceeds of all insurance carried hereunder.

(e)   In the event of any termination of this Lease under this
Section 15, Landlord shall refund to Tenant any prepaid Rent pertaining to
that period after the date of such termination, and that portion of
insurance proceeds received in the proportion that Tenant's actual out-of-
pocket unamortized contribution to the cost of Tenant Improvements
("Tenant's Contribution") bears to the cost of the Building.

16.  CONDEMNATION.
------------

16.1    Condemnation of Entire Demised Premises.
---------------------------------------

(a)   If, during the Term, the entire Demised Premises shall be
taken as the result of the exercise of the power of eminent domain
(hereinafter referred to as the "Proceedings"), this Lease and all right,
title and interest of Tenant hereunder shall cease and come to an end on
the sooner of (i) the date of vesting of title pursuant to such
Proceedings, or (ii) the date on which Tenant can no longer occupy the
Demised Premises as set forth herein, and Landlord shall be entitled to and
shall receive the total award made in such Proceedings, Tenant hereby
assigning any interest in such awards, damages, consequential damages and
compensation to Landlord and Tenant hereby waiving any right Tenant has now
or may have under present or future law to receive any separate 

34

award of damages for its interest in the Demised Premises, or any portion
thereof, or its interest in this Lease, except as hereinafter provided in
Subsection 16.1(b).
------------------ 

(b)  In any taking of the Demised Premises, or any portion thereof,
whether or not this Lease is terminated as in this Subsection 16.1(b)
------------------   
provided, Tenant shall not be entitled to any portion of the award for the
taking of the Demised Premises or damage to the Improvements, except as
otherwise provided for in Section 16.3 with respect to the restoration of
the Improvements, or for the estate or interest of Tenant therein, all such
award, damages, consequential damages and compensation being hereby
assigned to Landlord, and Tenant hereby waives any right it now has or may
have under present or future law to receive any separate award of damages
for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease, except that Tenant shall have, nevertheless, the
limited right to prove in the Proceedings and to receive any award which
may be made for damages to or condemnation of Tenant's trade fixtures and
equipment, improvements funded by Tenant, the damage to Tenant's business
and for Tenant's relocation costs, and moving expenses and reestablishment
costs in connection therewith and for Tenant's Contribution.

16.2    Partial Condemnation/Termination of Lease. If, during the Initial 
-----------------------------------------
Term, or any extension or renewal thereof, less the entire Demised Premises,
shall be taken in any such Proceedings and the portion taken constitutes a
"Material Partial Condemnation" (as defined below), this Lease shall terminate
as to the portion of the Demised Premises so taken upon the sooner of (i) the
date of vesting of title in the Proceedings, or (ii) the date on which Tenant
can no longer occupy the portion of the Demised Premises so taken; and either
Landlord or Tenant may, at their option, terminate this Lease as to the
remainder of the Demised Premises. A "Material Partial Condemnation" shall mean
a taking pursuant to which the business of Tenant conducted in the portion of
the Demised Premises taken cannot reasonably be carried on with substantially
the same scope, utility and efficiency in the remainder of the Demised Premises.
Such termination as to the remainder of the Demised Premises shall be effected
by notice in writing given not more than sixty (60) days after the date of
vesting of title in such Proceedings, and shall specify a date not more than
sixty (60) days after the giving of such notice as the date for such
termination. Upon the date specified in such notice, the Term, and all right,
title and interest of Tenant hereunder, shall cease and come to an end. In the
event that neither Landlord nor Tenant elects to terminate this Lease as to the
remainder of the Demised Premises, the rights and obligations of Landlord and
Tenant shall be governed by the provisions of Section 16.3.
------------ 

16.3    Partial Condemnation/Continuation of Lease. If, during the Initial
------------------------------------------
Term, or any extension or renewal thereof, less than the entire Demised Premises
shall be taken in any such Proceeding, and either (a) the portion taken is not a
Material Partial Condemnation, or (b) the portion taken is a Material Partial
Condemnation but this Lease is not terminated as provided in Section 16.2, (in
either event, a "Minor Partial Condemnation"), this Lease shall, upon the sooner
of (i) the date of vesting of title in the Proceedings, or (ii) the date on
which Tenant can no longer occupy the portion of the Demised Premises so taken,
terminate as to the parts so taken. 

35

The net amount of the award (after deduction of all costs and expenses,
including attorneys' fees) shall be held by Landlord and Tenant as co-trustees
and applied as hereinafter provided. Landlord, in such case, covenants and
agrees, at Landlord's sole cost and expense (subject to reimbursement as
hereinafter provided), promptly to restore that portion of the Improvements on
the Demised Premises not so taken to a complete architectural and mechanical
unit for the use and occupancy of Tenant as in this Lease. Landlord agrees in
connection with such restoration work to apply so much of the net amount of any
award (after deduction of all costs and expenses, including attorneys' fees)
that may be received by Landlord in any such Proceedings for physical damage to
the Improvements as a result of such taking to the costs of such restoration
work; provided however, that in no event shall Landlord be obligated to expend
in respect of the Restoration work any amount in excess of the net amount of any
award received by Landlord at the date of vesting of title (after deduction of
all costs and expenses including attorneys' fees). Tenant, at its option, may
elect to (but shall not be required to) expend such additional sums as is
necessary to complete the Restoration. Upon such election by Tenant, Landlord
shall assign to Tenant all of its claims in connection with the Minor Partial
Condemnation and all of its rights and interests in the Proceeding, and shall
thereafter fully cooperate with Tenant (at Tenant's reasonable expense) in
Tenant's prosecution of such claims in the Proceeding.

16.4    Continuance of Obligations. In the event of any termination of this
--------------------------
Lease, or any part thereof, as a result of any such Proceedings, Tenant shall
pay to Landlord all Base Rent and all Additional Rent and other charges payable
hereunder with respect to that portion of the Demised Premises so taken in such
Proceedings with respect to which this Lease shall have terminated justly
apportioned to the date of such termination, and Landlord shall refund to Tenant
any Rent paid pertaining to that portion of the Demised Premises for the period
after the date of such termination. In the event this Lease is not terminated in
accordance with the terms of this Article 16, then this Lease shall remain
----------
unmodified and in full force and effect, except that, from and after the sooner
of (i) the date of vesting of title in such Proceedings, or (ii) the date on
which Tenant can no longer occupy the portion of the Demised Premises so taken,
Tenant shall continue to pay Rent and other charges payable hereunder, as in
this Lease provided, to be paid by Tenant subject to an abatement of a just and
proportionate part of the Base Rent according to the extent and nature of such
taking, which shall be based upon the relationship between the rental value of
the Demised Premises after such taking and after the same has been restored to a
complete architectural unit, to the rental value of the Demised Premises prior
to such taking.

16.5    Determination of "Material Partial Condemnation" and "Minor Partial
-------------------------------------------------------------------
Condemnation;" Arbitration. Landlord and Tenant shall make reasonable, good
- --------------------------
faith efforts to reach agreement whether a taking pursuant to Proceedings
constitutes a "Material Partial Condemnation" or a "Minor Partial Condemnation"
as defined in this Article 16. If the parties are unable to reach agreement,
----------
such dispute shall be resolved by binding arbitration using the same procedure
as is set forth in Section 14 of the Pre-Occupancy Agreement, except that the
----------
MAI shall be instructed to determine whether the applicable condemnation
constitutes a "Material Partial Condemnation" or a "Minor Partial Condemnation"
as defined in this Article 16 (not Market Rate Rent).
----------                        

36

17.  ASSIGNMENT, SUBLETTING.
----------------------

17.1  Restriction on Transfer (Transfer Requiring Landlord Consent). Except
------------------------------------------------------------- 
with respect to Affiliate Transfers (as described in Section 17.2), Tenant shall
------------  
Tenant shall not sublet the Demised Premises, or any portion thereof, nor
assign, mortgage, pledge, transfer or otherwise encumber or dispose of this
Lease, or any interest therein, or in any manner assign, mortgage, pledge,
transfer or otherwise encumber or dispose of its interest or estate in the
Demised Premises, or any portion thereof under this Lease (collectively, a
"Transfer") without obtaining Landlord's prior written consent in each and every
instance, which consent shall not be unreasonably withheld, delayed or
conditioned.

17.2  Transfers.
---------

(a)  Notwithstanding anything in this Lease to the contrary, Tenant
may, in its sole and absolute discretion and without the prior written
consent or approval of Landlord, assign, sublease, transfer, or otherwise
dispose of any or all of its interest in, to or under this Lease or in, to
or under the Demised Premises to an "Affiliate" (as such term is
hereinafter defined) (any such transaction or event being herein called an
"Affiliate Transfer"), provided that such Affiliate assumes Tenant's
obligations under the Lease. For the purposes of this Subsection 17.2(a),
------------------
the term "Affiliate" shall mean and refer to: (i) any person or entity
which acquires all or substantially all of the assets or the issued and
outstanding capital stock of Tenant; (ii) any corporation or other entity
resulting from reorganization, consolidation or merger of Tenant into or
with any other entity; (iii) the holder or holders of the majority of the
issued or outstanding capital stock of Tenant or of any of the entities
described in this Subsection 17.2(a); or (iv) any parent, subsidiary,
------------------                                 
brother, sister, or affiliate corporation or entity of Tenant.  As used in
the foregoing clause (iv), the expression "affiliate corporation or entity"
-----------                                                  
shall mean and refer to a corporation or entity that directly or
indirectly, through one or more intermediaries, controls or is controlled
by, or is under the control of, Tenant.  The term "control" as used in the
foregoing provision shall mean and refer to the right and power, direct or
indirect, to direct or cause the direction of the management and policies
of such corporation.

(b)  In the case of any Transfer under this Article 17 other than an
----------
Affiliate Transfer, Tenant's notice to Landlord of the proposed Transfer
shall include information regarding the identity and financial condition of
the proposed transferee. Landlord shall have thirty (30) days after receipt
of such notice and information to notify Tenant of its approval or
disapproval of the proposed Transfer. Any notice of disapproval shall
contain the reasons for such disapproval. Landlord's failure to notify
Tenant of its approval or disapproval of such proposed Transfer within such
thirty (30) day period shall be deemed an approval. Tenant shall reimburse
Landlord for reasonable costs incurred in reviewing Tenant's request for
Landlord's consent to a proposed Transfer, including without

37

limitation, attorneys' fees for outside counsel), up to a maximum amount of
Two Thousand Five Hundred and No/100 Dollars ($2,500.00).

17.3  Conditions to all Assignments and Sublettings. Any assignment or 
---------------------------------------------
subletting (regardless of whether Landlord's approval is required hereunder)
shall be subject to the following terms and conditions: (a) Tenant shall provide
Landlord with at least fifteen (15) days prior written notice of such assignment
or subletting (excluding Affiliate Transfers, in which event Tenant shall
provide Landlord with written notice within fifteen (15) days after such
assignment or subletting); (b) at the time of the assignment or subletting, this
Lease shall be in full force and effect, no Event of Default shall be subsisting
under this Lease, and Landlord shall not have given Tenant notice of any matter
which, with the passage of time, would become an Event of Default under this
Lease which remains uncured; (c) any assignee (but not any subtenant) shall by
written instrument assume and agree to perform, and become directly liable to
Landlord for, the performance of all of Tenant's duties and obligations under
this Lease from and after the date of such assignment; and (d) any assignment or
sublease shall provide that such assignment or sublease is subject to the terms,
covenants, conditions, requirements, restrictions and provisions of this Lease.

17.4  Excess Consideration.  Except in respect of an assignment or sublease
--------------------
to an Affiliate of Tenant, in the event of any assignment or subletting under
this Lease (regardless of whether the approval of Landlord is required
hereunder), Landlord shall receive one-half (1/2) of all consideration paid by
any assignee or subtenant for such assignment or subletting (after deduction for
any reasonable expenses of subletting incurred by Tenant, including, without
limitation, brokerage commissions, legal fees, and tenant improvement work);
provided, however, that Tenant may receive one hundred percent (100%) of the
- --------  -------
amount of any rent and other charges paid by any subtenant under any sublease
which does not exceed the Base Rent and Additional Rent payable under this Lease
multiplied by a fraction, the numerator of which is the number of square feet of
Rentable Area in such subleased portion of the Demised Premises and the
denominator of which is the total number of square feet of Rentable Area in the
Demised Premises.

17.5  Tenant's Liability. No assignment or subletting shall relieve Tenant
------------------
of its obligations under this Lease, and after any assignment or subletting
Tenant shall continue to remain liable for all obligations of the "Tenant" under
this Lease, which liability shall be primary liability (and not liability as a
surety) and shall not be affected, impaired or released by any action, course of
conduct or dealing by Landlord with any assignee of, or subtenant under, this
Lease, and Tenant hereby waives any suretyship or other similar defenses at law
or in equity which might otherwise be available to Tenant upon any such
assignment of, or subletting under, this Lease.

38

18.  SUBORDINATION, NONDISTURBANCE, NOTICE TO MORTGAGEE AND ATTORNMENT.
-----------------------------------------------------------------

18.1  Subordination and Attornment by Tenant. This Lease and all rights of
--------------------------------------
Tenant herein, and all interest or estate of Tenant in the Demised Premises, or
any portion thereof, shall be subordinate to the lien of any mortgage, deed of
trust, security instrument or other document of like nature ("Mortgage"), which
at any time may be placed upon the Demised Premises, or any portion thereof, by
Landlord, and to any replacements, renewals, amendments, modifications,
extensions or refinancing thereof, and to each and every advance made under any
Mortgage. The subordination and attornment provided for in this Section 18.1 is
------------
conditioned upon Landlord obtaining a Subordination, Non-Disturbance and
Attornment Agreement ("SNDA") from the existing mortgagee, and from any future
mortgagee providing that: (i) such ground lessee or mortgagee will at all times
fully recognize Tenant's rights under this Lease, and in the event of a
termination of or foreclosure under any such ground lease or mortgage, such
holder shall not disturb Tenant's possession of the Demised Premises, provided
that Tenant is not in default of any of its material obligations under this
Lease subject to the giving of notice, if any, and the expiration of any
applicable cure period; and (ii) that upon mortgagee acquiring title to the
Demised Premises, Tenant shall attorn directly to said mortgagee or its
purchaser. Tenant shall agree to such other terms and conditions in the SNDA as
may be reasonably required by said mortgagee provided that such terms and
conditions do not affect Tenant's rights, nor increase or alter any of Tenant's
obligations, under this Lease.

19.  SIGNS.
-----

19.1  Tenant's Signs. Tenant, at its sole cost, shall have the exclusive
--------------
right to erect signs on the exterior or interior of the Building (including the
roof) or on the Land, provided that such sign or signs: (i) do not cause any
structural damage or other damage to the Building; and (ii) do not violate Laws.
Tenant shall have the right to include any such sign in the Tenant Improvements
and apply the Tenant Construction Allowance to the cost thereof.

20.  CHANGES AND ALTERATIONS.
-----------------------

20.1  Tenant's Changes and Alterations. Subject to the terms and conditions
--------------------------------
of this Article 20, Tenant shall have the right at any time, and from time to
----------
time during the term of this Lease, to make such changes and alterations,
structural or otherwise, to the Building, Improvements and fixtures hereafter
erected on the Demised Premises as Tenant shall deem necessary or desirable in
connection with the requirements of its business, which changes and alterations
(other than changes or alterations of Tenant's movable trade fixtures and
equipment) shall be made in all cases subject to the following conditions, which
Tenant covenants to observe and perform:

(a)  Permits. No change or alteration shall be undertaken until
Tenant shall have procured and paid for, so far as the same may be required
from time to time, all

39

municipal, state and federal permits and authorizations of the various
governmental bodies and departments having jurisdiction thereof, and
Landlord agrees to join in the application for such permits or
authorizations whenever such action is necessary, all at Tenant's sole cost
and expense, provided such applications do not cause Landlord to become
liable for any cost, fees or expenses.

(b)  Compliance with Final Plans and Specifications. Before
----------------------------------------------
commencement of any change, alteration, restoration or construction
involving (i) alteration of a structural component of the Building, or
alteration of the electrical, plumbing or HVAC systems constructed as part
of the Basic Building Improvements, (ii) alteration of the exterior surface
of the Building (excluding signage, landscaping and other matters that do
not directly or permanently affect the exterior surface of the Building),
(iii) non-structural alterations to the interior of the Building with an
estimated cost of more than One Hundred Thousand and No/100 Dollars
($100,000.00); or (iv) roof-top antennas or satellite dishes (collectively,
"Restricted Alterations"), Tenant shall: (A) furnish Landlord with detailed
plans and specifications of the proposed change or alteration; (B) obtain
Landlord's prior written consent, which consent shall not be unreasonably
withheld or delayed or conditioned; (C) obtain Landlord's prior written
approval of a licensed architect or licensed professional engineer selected
and paid for by Tenant, who shall supervise any such work if Tenant elects
to engage such architect or engineer (hereinafter referred to as
"Alterations Architect or Engineer"); and (D) obtain Landlord's prior
written approval of detailed Final Plans and Specifications prepared and
approved in writing by said Alterations Architect or Engineer, and of each
amendment and change thereto. With respect to Landlord's prior approval of
Restricted Alterations, (1) Landlord shall not unreasonably withhold,
condition or delay its approval of Restricted Alterations of the type
described in clauses (iii) or (iv)), above, and (B) Landlord may withhold
----------------------
its approval of structural Restricted Alterations of the types described 
in clauses (i) or (ii), above in its sole discretion.  All changes or 
-------------------
alterations under this Article 20 other than Restricted Alterations are
----------
referred to as "Unrestricted Alterations." Tenant shall have the right to
commence and proceed with Unrestricted Alterations without obtaining
Landlord's prior consent or approval; provided, however, that Tenant shall
give Landlord reasonable notice that it is making an Unrestricted
Alteration.

(c)  Utility Maintained. Any change or alteration shall, when
------------------
completed, be of such character as not to materially reduce the utility of
the Demised Premises or the Building for Tenant's Intended Use or general
office use below its utility for such use immediately before such change or
alteration, nor shall such change or alteration materially reduce the area
or cubic content of the Building without Landlord's express written
consent.

(d)  Compliance with Laws. All work done in connection with any
--------------------
change or alteration shall be done promptly and in a good and workmanlike
manner and in compliance with all building and zoning laws of the place in
which the Demised Premises

40

are situated, and with all Laws. The cost of any such change or alteration
shall be paid in cash so that the Demised Premises and all portions thereof
shall at all times be free of liens for labor and materials supplied to the
Demised Premises, or any portion thereof; provided, however, that the
-----------------
foregoing is not intended to prohibit progress payments, retainages,
escrows and related payment mechanisms which are customary among prudent
and well represented owners in the commercial construction industry. The
work of any change or alteration shall be prosecuted with reasonable
dispatch, delays due to Force Majeure excepted. Tenant shall obtain and
maintain, at its sole cost and expense, during the performance of the work,
workers' compensation insurance covering all persons employed in connection
with the work and with respect to which death or injury claims could be
asserted against Landlord or Tenant or against the Demised Premises or any
interest therein, together with comprehensive general liability insurance
for the mutual benefit of Landlord and Tenant with limits of not less than
Two Million Dollars ($2,000,000.00) in the event of injury to one person,
Two Million Dollars ($2,000,000.00) in respect to any one accident or
occurrence, and Five Hundred Thousand Dollars ($500,000.00) for property
damage, and the fire insurance with "extended coverage" endorsement
required by Section 8.1 hereof shall be supplemented with "builder's risk"
-----------
insurance on a completed value form or other comparable coverage on the
work. All such insurance shall be in a company or companies authorized to
do business in the State of Florida and reasonably satisfactory to
Landlord, and all such policies of insurance or certificates evidencing
insurance shall be delivered to Landlord endorsed "Premium Paid" by the
company or agency issuing the same, or with other evidence of payment of
the premium reasonably satisfactory to Landlord.

(e)  Removal of Improvements. Tenant's business and trade fixtures,
-----------------------
machinery and equipment, whether or not attached to the Demised Premises,
and all furniture, furnishings and other articles of movable personal
property shall be and remain Tenant's property and may be removed by Tenant
prior to the expiration date of this Lease at Tenant's sole cost and
expense and Tenant shall repair and restore any damage caused by such
removal. Landlord agrees that Tenant shall not be required to remove any
part of Landlord's Improvements and Tenant shall not be required to remove
any alteration, installation, addition or improvement made by or on behalf
of Tenant, after completion of Landlord's Improvements, unless: (i) such
alteration, installation, or improvement does not constitute a normal
office or training facility alteration, installation, addition or
improvement; and (ii) Landlord, at that time it grants its approval to such
alteration, installation or improvement, notifies Tenant in writing that
the same must be removed at the end of the Lease Term.

21.  INDEMNITY.
---------

21.1  Indemnity of Landlord. Tenant shall pay and discharge, and shall 
---------------------
defend, indemnify and hold Landlord (and Landlord's Affiliates and the
respective officers, directors, agents, employees, representatives, successors
and assigns of each), forever harmless from, against

41

and in respect of all obligations, settlements, liabilities, losses, damages,
injunctions, suits, actions, proceedings, fines, penalties, claims, liens,
demands, costs, charges and expenses of every kind or nature, including, without
limitation, reasonable fees of attorneys and other professionals, and
disbursements which may be imposed on, incurred by or asserted against the
persons hereby required to be indemnified (but not against any of the same to
the extent that a negligent or willful act or omission of any of such parties
was the cause of the same), arising directly or indirectly from or out of:

(a)  any failure by Tenant to perform any of the agreements, terms,
covenants or conditions on Tenant's part to be performed under this Lease;
or

(b)  any wrongful act or negligence on the part of Tenant or its
Affiliates, or their respective agents, employees, contractors or invitees,
or any failure of Tenant to comply with any applicable Laws or with the
directive of any governmental authority that Tenant is required to comply
with pursuant to this Lease; or

(c)  any injury to or the death of persons or damage to property
occurring during the term of this Lease in any manner arising out of, by
reason of or in connection with the use, non-use or occupancy of the
Premises, or resulting from the condition of the Premises or of adjoining
sidewalks, streets, roads or ways for which Tenant is responsible under
this Lease; or

(d)  any other provision of this Lease which provides that Tenant
shall indemnify and/or hold harmless Landlord in respect of the matters
contained in such provision.

21.2  Indemnity of Tenant. Landlord shall pay and discharge, and shall 
-------------------
defend, indemnify and hold Tenant (and Tenant's Affiliates and their respective
officers, directors, agents, employees, representatives, successors and assigns
of each) forever harmless from, against and in respect of all obligations,
settlements, liabilities, losses, damages, injunctions, suits, actions,
proceedings, fines, penalties, claims, liens, demands, costs, charges and
expenses of every kind or nature, including, without limitation, reasonable fees
of attorneys and other professionals, and disbursements which may be imposed on,
incurred by or asserted against the persons hereby required to be indemnified
(but not against any of the same to the extent that a negligent or willful act
or omission of any such parties was the cause of same), arising directly or
indirectly from or out of:

(a)  any failure by Landlord to perform any of the agreements, terms,
covenants or conditions on Landlord's part to be performed under this Lease
after the Commencement Date; or

(b)  any wrongful act or negligence on the part of Landlord or its
Affiliates, or their respective agents, employees or contractors or
invitees, or any failure of Landlord

42

to comply with any applicable Laws or with the directive of any
governmental authority that Landlord is required to comply with pursuant to
this Lease; or

(c)  any injury to or death of persons or damage to property 
occurring during the term of this Lease in any manner arising out of or in
connection with, or resulting from the conditions of any portion of the
Demised Premises for which Landlord is responsible under this Lease; or

(d)  any other provision of this Lease which provides that Landlord
shall indemnify and/or hold harmless Tenant in respect of the matters
contained in such provision.

21.3  Defense Provisions.
------------------

(a)  Any party seeking indemnification under this Lease (the
"Indemnified Party") shall give notice to the party required to provide
indemnification hereunder (the "Indemnifying Party") promptly after the
Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought hereunder, and the Indemnified Party shall permit the
Indemnifying Party (at the expense of the Indemnifying Party) to assume the
defense of any claim or litigation resulting therefrom; provided, however
--------  -------
that: (i) counsel for the Indemnifying Party who shall conduct the defense
of such claim or litigation shall be reasonably satisfactory to the
Indemnified Party (the parties agree that, if any claim is covered by
insurance, the insurance company counsel shall be deemed to be
satisfactory); (ii) the Indemnified Party may participate in such defense,
but only at the Indemnified Party's own cost and expense; and (iii) the
omission by the Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its indemnification obligations
hereunder except to the extent that such omission results in a failure of
actual notice to the Indemnifying Party and the Indemnifying Party is
actually and materially damaged as a result of such failure to give notice.

(b)  The Indemnifying Party shall not, except with the consent of the
Indemnified Party, consent to entry of any judgment or administrative order
or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the Indemnified Party of
a release from all liability with respect to such claim or litigation.

(c)  In the event that the Indemnifying Party does not accept the
defense of any matter as above provided, the Indemnified Party shall have
the full right to defend against any such claim or demand, and shall be
entitled to settle or agree to pay in full such claim or demand, in its
sole discretion. Any such defense, settlement or payment by the Indemnified
Party shall not constitute a waiver, release or discharge of the
Indemnifying Party's obligations under this Article 21, it being understood
----------
and agreed that any such defense, settlement, or payment shall be without
prejudice to the right of the Indemnified

43

Party to pursue remedies against the Indemnifying Party arising out of or
related to the Indemnifying Party's failure or refusal to defend the
Indemnified Party as required herein. Notwithstanding the foregoing, any
Indemnified Party shall have the right to settle any such action or
proceeding at any time, provided that it releases the Indemnifying Party
from any further indemnification obligation hereunder with respect to such
settlement.

(d)  The provisions of this Article 21 shall survive the expiration
----------
or sooner termination of this Lease.

22.  MISCELLANEOUS PROVISIONS.
------------------------

22.1  Entry by Landlord. Upon at least one (1) business day's notice, 
-----------------
Tenant agrees to permit Landlord and authorized representatives of Landlord to
enter upon the Demised Premises at all reasonable times during ordinary business
hours (or at other times, and upon such notice as is reasonable under the
circumstances, in bona fide emergency situations) for the purpose of inspecting
the same and making any necessary repairs to comply with any laws, ordinances,
rules, regulations or requirements of any public body, or the Board of Fire
Underwriters, or any similar body. Nothing herein contained shall imply any duty
upon the part of Landlord to do any such work which, under any provision of this
Lease, Tenant may be required to perform and the performance thereof by Landlord
shall not constitute a waiver of Tenant's default in failing to perform the
same. Landlord agrees to use reasonable good faith efforts to minimize any
interference or disruption of Tenant's use of the Demised Premises. However,
Landlord shall not in any event be liable for inconvenience, annoyance,
disturbance, loss of business or other damage to Tenant by reason of making
repairs or the performance of any work in or about the Demised Premises, or on
account of bringing material, supplies and equipment into, upon or through the
Demised Premises during the course thereof, and the obligations of Tenant under
this Lease shall not be thereby affected in any manner whatsoever, except that
Rent shall equitably abate to the extent that Landlord's activities materially
interfere with Tenant's use of such portion of the Demised Premises. Tenant may
require that a representative of Tenant accompany Landlord or its agents on
their entry into the Demised Premises under this Section 22.1 or Section 22.2.
------------    ------------ 

22.2  Exhibition of Demised Premises. Upon prior appointment at least two
------------------------------
(2) business' days notice, Landlord is hereby given the right during usual
business hours at any time during the Term to enter upon the Demised Premises
and to exhibit the same for the purpose of mortgaging or selling the same.
Tenant may, at is option, elect to require that one or more agents or
representatives of Tenant be present during all such activity. During the final
year of the Term, Landlord shall be entitled to display on the Land, in a
location reasonably acceptable to Tenant, in such manner as to not unreasonably
interfere with Tenant's business, signs indicating that the Demised Premises are
for rent or sale and suitably identifying Landlord or its agent. Tenant agrees
that such signs may remain unmolested upon the Land and that Landlord may
exhibit the Demised Premises to prospective Tenants during said period as set
forth above.

44

22.3  Notices. All notices which are required or permitted hereunder must 
-------
be in writing and shall be deemed to have been given, delivered or made, as the
case may be (i) when delivered by personal delivery or (ii) subject to
verification by the date of the return receipt, three (3) business days after
having been deposited in the United States Mail, certified or registered, return
receipt requested, sufficient postage affixed and prepaid, or (iii) subject to
verification of receipt by the courier service's record of delivery, one (1)
business day after having been deposited with an expedited overnight courier
service (such as, by way of example, but not limitation, U.S. Express Mail,
Federal Express or Purolator), addressed to the party to whom notice is intended
to be given at the address set forth below:

To Landlord:             Carter Sunforest, L.P.
1275 Peachtree St., N.E.
Atlanta, GA  30367
Attention:  Mr. Bradley D. Reese

With a copy to:          Kilpatrick Stockton LLP
1100 Peachtree St., Suite 2800
Atlanta, GA  30309-4530
Attention:  M. Andrew Kauss

To Tenant:               Price Waterhouse LLP
3109 West Dr. M. L. King, Jr. Blvd.
Tampa, Florida  33607-6215
Attention:  David L. Jarman

With a copy to:          Holland & Knight
400 N. Ashley Dr., Suite 2300
Tampa, FL  33602
Attention:  Richard D. Eckhard

or at such other place as the parties may from time to time designate by written
notice to each other.

22.4  Quiet Enjoyment. Landlord covenants, represents and warrants that it
---------------
has full right and power to execute and perform this Lease, that its general
partner is validly formed and in good standing and has full right and power to
execute this Lease, and has full right and power to grant the estate demised
herein and that Tenant, on payment of Rent and other charges payable by Tenant
pursuant to this Lease and performance of the covenants and agreements hereof,
shall peaceably and quietly have, hold and enjoy the Demised Premises and all
rights, easements, appurtenances and privileges belonging in or otherwise
appertaining thereto during the Lease Term without molestation or hindrance of
any person whomsoever claiming by, through or under Landlord, but not otherwise.
Landlord further covenants that it will not hereafter terminate or amend any
existing easements or covenants or the Permitted Encumbrances in a manner that,
in 

45

Tenant's reasonable opinion, would adversely affect Tenant or Tenant's Intended
Use and Landlord covenants to, if necessary in Tenant's reasonable opinion and
on request of Tenant, enforce any such existing easements or covenants for
Tenant's behalf.

Landlord shall, without expense to Tenant, furnish to Tenant (i) promptly
following the execution hereof, an American Land Title Association Policy for
leasehold title insurance in the amount of ________________, and (ii) promptly
following Substantial Completion, an ALTA/ACSM as-built survey by a licensed
surveyor of the land described in Exhibits "A" certified to Tenant which shall
plot all easements and exceptions noted in the American Land Title Association
Policy.

22.5  Landlord's Continuing Obligations. The term "Landlord," as used in 
---------------------------------
this Lease, so far as covenants or obligations on the part of Landlord are
concerned, shall be limited to mean and include only the owner or owners at the
time in question of the fee of the Demised Premises, and in the event of any
transfer or transfers or conveyance (with respect to which Landlord shall
provide at least ten (10) days advance notice and such notice shall at a minimum
include information regarding the identity and ownership of the prospective
grantee and a copy of the agreement evidencing Landlord's assignment and the
grantee's assumption of all Landlord's obligations hereunder, accruing after
such transfer) the then grantor shall be automatically freed and relieved from
and after the date of such transfer or conveyance of all liability as respects
the performance of any covenants or obligations on the part of Landlord
contained in this Lease thereafter to be performed, provided that any funds in
the hands of such Landlord or the then grantor at the time of such transfer, in
which Tenant has an interest, shall be turned over to the grantee, and any
amount then due and payable to Tenant by Landlord or the then grantor under any
provision of this Lease shall be paid to Tenant. The covenants and obligations
contained in this Lease on the part of Landlord shall, subject to the aforesaid,
be binding on Landlord's successors and assigns, during their respective
successive periods of ownership. Nothing herein contained shall be construed as
relieving the original Landlord of its obligations under the Pre-occupancy
Agreement, or releasing Landlord from any obligation to complete the cure of any
breach by Landlord during the period of its ownership of the Demised Premises.

22.6  Estoppel. Landlord and Tenant shall, each without charge at any time
--------
and from time to time (but not more than three (3) times in a Lease Year),
within ten (10) days after written request by the other party, certify by
written instrument, duly executed, acknowledged and delivered to any mortgagee,
assignee of a mortgagee, proposed mortgagee, or to any purchaser or proposed
purchaser, or to any other person dealing with Landlord, Tenant or the Demised
Premises:

(a)  That this Lease is unmodified and in full force and effect (or,
if there have been modifications, that the same is in full force and
effect, as modified, and stating the modifications);

46

(b)  The dates to which the Rent or Additional Rent or Tenant's
Direct Obligations under Subsection 6.3(c) have been paid in advance;
-----------------                           

(c)  Whether or not there are then existing any breaches or defaults
by such party or the other party known by such party under any of the
covenants, conditions, provisions, terms or agreements of this Lease, and
specifying such breach or default, if any, or any setoffs or defenses
against the enforcement of any covenant, condition, provision, term or
agreement of this Lease upon the part of Landlord or Tenant as the case may
be, to be performed or complied with (and, if so, specifying the same and
the steps being taken to remedy the same); and

(d)  Such other factual statements or certificates as the requesting
party may reasonably request.

It is the intention of the parties hereto that any statement delivered pursuant
to this Section 23.6 may be relied upon by any of such parties dealing with
------------                                                       
Landlord, Tenant or the Demised Premises. The form of estoppel certificate to be
delivered by Tenant is attached hereto as Exhibit D.
--------- 

22.7  Short Form. Upon not less than ten (10) days prior written request by
----------
either party, the parties hereto agree to execute and deliver to each other a
Short Form Lease, in recordable form, setting forth the follows:

(a)  The date of this Lease;

(b)  The parties to this Lease;

(c)  The Term;

(d)  The legal description of the Demised Premises; and

(e)  Such other matters reasonably requested by either party to be
stated therein.

22.8  Severability. If any covenant, condition, provision, term or 
------------
agreement of this Lease shall, to any extent, be held invalid or unenforceable,
the remaining covenants, conditions, provisions, terms and agreements of this
Lease shall not be affected thereby, but each covenant, condition, provision,
term or agreement of this Lease shall be valid and in force to the fullest
extent permitted by law. This Lease shall be construed and be enforceable in
accordance with the laws of the state in which the Demised Premise are located.

22.9  Successors and Assigns. The covenants and agreements herein contained
----------------------
shall bind and inure to the benefit of Landlord, its successors and assigns, and
Tenant and its successors and assigns (provided that Tenant has complied with
the applicable terms of Article 17).
----------  

47

22.10   Captions. The caption of each Section of this Lease is for convenience
--------
and reference only, and in no way defines, limits or describes the scope or
intent of such or of this Lease.

22.11   Relationship of Parties. This Lease does not create the relationship
-----------------------
of principal and agent, or of partnership, joint venture, or of any association
or relationship between Landlord and Tenant, the sole relationship between
Landlord and Tenant being that of landlord and tenant.

22.12   Entire Agreement. All preliminary and contemporaneous negotiations
----------------
are merged into and incorporated in this Lease. This Lease together with the
Exhibits contains the entire agreement between the parties and shall not be
modified or amended in any manner except by an instrument in writing executed by
the parties hereto.

22.13   No Merger. There shall be no merger of this Lease or the leasehold
---------
estate created by this Lease with any other estate or interest in the Demised
Premises by reason of the fact that the same person, firm, corporation or other
entity may acquire, hold or own directly or indirectly, (i) this Lease or the
leasehold interest created by this Lease of any interest therein, and (ii) any
such other estate or interest in the Demised Premises, or any portion thereof.
No such merger shall occur unless and until all persons, firms, corporations or
other entities having an interest (including a security interest) in (1) this
Lease or the leasehold estate created thereby, and (2) any such other estate or
interest in the Demised Premises, or any portion thereof, shall join in a
written instrument expressly effecting such merger and shall duly record the
same.

22.14   No Surrender During Lease Term. No surrender to Landlord of this Lease
------------------------------
or of the Demised Premises, or any portion thereof, or any interest therein,
prior to the expiration of the term of this Lease shall be valid or effective
unless agreed to and accepted in writing by Landlord and consented to in writing
by all contract vendors and mortgagees, and no act or omission by Landlord or
any representative or agent of Landlord, other than such a written acceptance by
Landlord consented to by all contract vendors and the mortgagees, as aforesaid,
shall constitute an acceptance of any such surrender.

22.15   Surrender of Demised Premises. At the expiration of the Term, Tenant
-----------------------------
shall surrender the Demised Premises in the same condition as the same were in
upon delivery of possession thereto at the Commencement Date, reasonable wear
and tear excepted and damage by condemnation or fire or other casualty excepted
as provided in this Lease, and shall surrender all keys to the Demised Premises
to Landlord at the place then fixed for the payment of Base Rent and shall
inform Landlord of all combinations on locks, safes and vaults, if any. Tenant
shall at such time remove all of its property therefrom and all alterations and
improvements placed thereon by Tenant if so requested by Landlord as provided in
Section 20.1. Tenant shall repair any damage to the Demised Premises caused by
- ------------                      
such removal, and any and all such property not so removed shall, at Landlord's
option, become the exclusive property of Landlord or be disposed of by Landlord,
at Tenant's cost and expense, without further notice to or demand upon Tenant.
Tenant's obligation to observe or perform this covenant shall survive the
expiration

48

or other termination of this Lease. All property of Tenant which Tenant is
obligated to remove that is not removed within thirty (30) days after the last
day of the Term shall be deemed abandoned. Tenant hereby appoints Landlord its
agent to remove all property of Tenant from the Demised Premises upon
termination of this Lease and to cause its transportation and storage for
Tenant's benefit, all at the sole cost and risk of Tenant and Landlord shall not
be liable for damage, theft, misappropriation or loss thereof and Landlord shall
not be liable in any manner in respect thereto. Tenant shall pay all costs and
expenses of such removal, transportation and storage. Tenant shall reimburse
Landlord upon demand for any expenses incurred by Landlord with respect to
removal or storage of abandoned property and with respect to restoring the
Demised Premises to good order, condition and repair.

22.16   Holding Over. In the event Tenant remains in possession of the Demised
------------
Premises after expiration of this Lease, and without the execution of a new
lease, it shall be deemed to be occupying the Demised Premises as a tenant from
month to month, subject to all the provisions, conditions and obligations of
this Lease insofar as the same can be applicable to a month-to-month tenancy,
except that the Base Rent shall be escalated to one hundred twenty-five percent
(125%) of the then current Base Rent for the Demised Premises.

22.17   Attorneys' Fees. In the event of any litigation or judicial action in
---------------
connection with this Lease or the enforcement thereof, the prevailing party in
any such litigation or judicial action shall be entitled to recover all costs
and expenses of any such judicial action or litigation (including, but not
limited to, actual attorneys' and paralegals' fees reasonably incurred) from the
other party.

22.18   Landlord's Limited Liability. Tenant agrees to look solely to
----------------------------
Landlord's interest in this Lease, the Demised Premises, and all profits, rents
and sales proceeds arising therefrom for recovery of any monetary judgment from
Landlord, it being agreed that Landlord, so long as it owns the Demised Premises
(and if Landlord is a partnership, its partners, whether general or limited, and
if Landlord is a corporation, its directors, officers or shareholders), shall
not be personally liable for any monetary judgment or deficiency decree or
judgment against Landlord. Notwithstanding the foregoing, Landlord shall be
personally liable for failure to fully and timely perform its obligations under
this Lease from the Effective Date until Substantial Completion, and after the
date of Substantial Completion, Landlord shall be personally liable for the
payment of any funds in Landlord's control or possession to which Tenant has
express rights under this Lease or which are required to be expended for
Tenant's benefit, including without limitation, insurance proceeds, condemnation
awards, and overpayment of Operating Expenses.

22.19   Tenant's Limited Liability. No partner of Tenant shall have any
--------------------------
personal liability for breach of any covenant or obligation of Tenant under this
Lease, and no recourse shall be had or be enforceable against the assets of any
partner of Tenant for any payment of any sums due to Landlord or for enforcement
of any other relief based upon any claim made by Landlord for the breach of any
of Tenant's covenants or obligations under the Lease.

49

22.20   Sunforest Declaration. During the Term, Tenant shall exercise all
---------------------
rights and remedies accorded the "Owner" of the Demised Premises under the
Declaration described in Exhibit "B" hereto. Landlord shall fully cooperate with
-----------
Tenant to ensure Tenant the benefit of this Section 22.20.
------------- 

22.21   Broker's Commissions. All negotiations relative to this Lease and the
--------------------
Demised Premises have been conducted by and between Landlord and Tenant without
the intervention of any person or other party as agent or broker except for CLW
Realty, Inc. (the "Broker"). Landlord, pursuant to separate agreements or
arrangements with the Broker, shall be responsible for any and all fees or
commissions due and payable to the Broker arising out of this Lease in any way
and Tenant shall have no liability therefor. Except with respect to the fees and
commissions of the Broker to be paid for by Landlord as aforesaid, Landlord and
Tenant warrant and represent to each other that there are and will be no
broker's commissions or fees payable in connection with this Lease or the demise
of the Demised Premises by reason of their respective dealings, negotiations or
communications. Landlord and Tenant (except with respect to the Broker as
aforesaid) shall and do each hereby indemnify, defend and hold harmless the
other from and against the claims, demands, actions and judgments against any
and all brokers, agents and other intermediaries alleging a commission, fee or
other payment to be owing by reason of their respective dealings, negotiations
or communications in connection with this Lease or the demise of the Demised
Premises.

22.22   Covenants, Representations and Warranties.
-----------------------------------------

(a)  Landlord. Landlord represents and warrants to Tenant, and
--------
covenants and agrees with Tenant, the following:

(i)    Landlord is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of Georgia.

(ii)   All material information and data furnished to Tenant by
Landlord or its agents with respect to the Demised Premises is true,
correct, complete and not misleading in any material respect.

(iii)  Landlord, and the undersigned signatories executing this
Lease on behalf of Landlord, are duly authorized and empowered to
enter into this Lease with Tenant.

(b)  Tenant. Tenant represents and warrants to Landlord, and covenants
------ 
and agrees with Landlord, the following:

(i)    Tenant is a limited liability partnership duly organized,
validly existing and in good standing under the laws of the State of
Delaware; and

50

(ii)   Tenant, and the undersigned signatures executing this
Lease on behalf of Tenant, are duly authorized and empowered to enter
into this Lease with Landlord.

(iii)  All material information and data furnished to Landlord by
Tenant or its agents with respect to Tenant is correct and complete
and not misleading in any material respect.

22.23   Permission, Consent or Approval. Whenever in this Lease Landlord's or
-------------------------------
Tenant's permission, consent or approval is required, then, except to the extent
otherwise expressly provided, such permission, consent or approval shall not be
unreasonably withheld, delayed or conditioned. Furthermore, except as otherwise
expressly provided herein, in the event that the party whose permission, consent
or approval is requested fails to respond to any written request for consent or
approval within thirty (30) days after the giving of such request, then such
request shall be deemed to have been approved.

22.24   Counterparts; Expiration of Lease; "Effective Date". This Lease may be
--------------------------------------------------- 
executed in separate counterparts, each of which shall be deemed an original,
and all of such counterparts together shall constitute one and the same
instrument. Subject to the immediately preceding sentence, the 'Effective Date'
of this Lease shall mean the later of the two dates set forth below the
respective signatures of Landlord and Tenant.

22.25   Guaranty. Attached to this Lease as Exhibit "E" is the form of
--------                            -----------
Guaranty of Lease ("Guaranty") to be executed by Carter & Associates, L.L.C., a
Georgia limited liability company, and delivered to Tenant within five (5) days
after the Effective Date. Landlord's failure to cause the properly executed
Guaranty, together with instruments evidencing the guarantor's corporate power
and authority to Tenant's reasonable satisfaction, to be delivered to Tenant
within five (5) days after the Effective Date shall constitute Landlord's
default under this Lease.

22.26   Radon Gas. Radon is a naturally occurring radioactive gas that, when
--------- 
it has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
health department .

23.  EXPANSION OPTION.
---------------- 

23.1  Exercise of Option. Tenant shall have the option (the "Expansion
------------------                                               
Option") to cause Landlord to construct the Expansion Improvements (as defined
below) on the terms and conditions set forth in this Section 23. Subject to and
in accordance with the terms of this Section 23, Tenant may exercise the
Expansion Option by delivering written notice to Landlord (the "Expansion
Notice") at any time during the Initial Term of the Lease after all applicable
land use and

51

zoning approvals have been obtained if, at the time of Tenant's delivery of the
Expansion Notice: (a) Tenant's net worth shall be equal to or greater than
Tenant's net worth as of the Effective Date of this Lease and there shall have
been no material adverse change in the financial condition of Tenant, (b) this
Lease shall not have been terminated and shall be in full force and effect, and
(c) no Event of Default by Tenant exists under the Lease. If Tenant 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 and be of no
further force or effect. Upon Tenant's delivery of the Expansion Notice and
commencement of construction of the Expansion Improvements in accordance with
the terms of this Section 23, the term of the Lease shall automatically be
extended for an additional period of ten (10) years from the date of substantial
completion of the Expansion Improvements, without further action by either
Landlord or Tenant. If Tenant duly exercises the Expansion Option, then on the
date of substantial completion of the Expansion Improvements, the Expansion
Improvements (as defined below) shall become part of the Demised Premises and
shall be subject to the terms and conditions of this Lease, except as expressly
set forth in this Section 23.

23.2  Landlord's Decision Not To Make the Expansion Improvements. During
----------------------------------------------------------
the first five Lease Years, and subject to the terms of this Section 23,
Landlord shall be obligated to construct the Expansion Improvements if Tenant
delivers the Expansion Notice in accordance with this Section 23. Any provision
of this Section 23 to the contrary notwithstanding, Landlord and Tenant agree
that Landlord shall not be obligated to construct the Expansion Improvements if
Tenant delivers the Expansion Notice after the end of the fifth Lease Year and,
following delivery of the Expansion Notice, Landlord determines not to construct
the Expansion Improvements based on the Base Rent it would receive for the
Expansion Improvements in accordance with this Section 23 and Landlord notifies
Tenant in writing of such determination within thirty (30) days after Landlord's
receipt of the Expansion Notice. If Landlord fails to timely deliver notice of
such determination to Tenant, it shall be deemed to have elected to proceed with
the construction of the Expansion Improvements in accordance with the terms of
this Section 23.

23.3  Expansion Improvements; Expansion Improvement Costs.  The "Expansion
---------------------------------------------------                 
Improvements" shall be located on the land approximately as depicted on Exhibit
-------
"F" attached hereto and shall mean a three (3) or four (4) story building
- ---                                                                      
containing up to 132,000 square feet of Rentable Area ("Building Two"), an
addition to the Garage containing a sufficient number of parking spaces such
that, inclusive of surface parking, the total number of parking spaces equals at
least four (4) parking spaces per one thousand (1,000) square feet of Rentable
Area in the Building and Building Two, covered access from Building Two to the
expanded Garage, and all other improvements, machinery, equipment, fixtures and
other property, real or personal, to be installed or located on the land on
which the Expansion Improvements are to be constructed. The Expansion
Improvements shall be of a quality which is equal to or better than the Building
and will be similar thereto in appearance, building materials, use, access,
performance specifications and functionality (the "Expansion Parameters").
Landlord agrees to fund the costs (the

52

"Expansion Improvement Costs") of the design, development and construction of
the Expansion Improvements (which costs shall include, without limitation,
developer's and contractor's fees at market rates) up to a maximum of One
Hundred Fifty and No/100 Dollars ($150.00) per square foot of Rentable Area in
Building Two (as such amount shall be increased by increases in the Consumers
Price Index - All Consumers - All Categories published by the United States
Department of Labor, Bureau of Labor Statistics [or in the event the United
States Department of Labor no longer publishes such Consumer Price Index, a
comparable general price index acceptable to Landlord and Tenant] between the
Effective Date and the date of Tenant's delivery of the Expansion Notice) (such
amount, as adjusted, is referred to herein as the "Maximum Expansion Costs").
Tenant shall be responsible for the payment of any Expansion Improvement Costs
in excess of the Maximum Expansion Costs, which excess costs shall be paid by
Tenant to Landlord in cash and not added to the Expansion Improvement Costs upon
which the Base Rent for the Expansion Improvements shall be calculated.

23.4  Plans and Specifications.  Within sixty (60) days after Landlord's
------------------------                                          
receipt of the Expansion Notice, Tenant shall submit to Landlord preliminary
plans and specifications for the Expansion Improvements. Within thirty (30) days
after receipt and review of the preliminary plans and specifications, Landlord
shall produce a Preliminary Master Schedule to construct the Expansion
Improvements, which shall describe pre-development and development tasks
necessary to construct the Expansion Improvements. The tasks set forth in the
Preliminary Master Schedule shall include the selection of the development team,
including the architect, engineers, construction manager and other necessary
parties; determining a preliminary budget; and determining the schedule for
design, design review by Tenant and Landlord, approvals and construction. Any
suggested revisions to the Preliminary Master Schedule by Landlord or Tenant
shall be made with reasonable diligence and in good faith in accordance with the
Expansion Parameters, and, after the approval of such changes by both Landlord
and Tenant, the schedule as revised shall become the Master Schedule for the
design and construction of the Expansion Improvements. Landlord and Tenant shall
use best efforts to limit the period from the date of Tenant's delivery of the
Expansion Notice to the estimated date of substantial completion of the
Expansion Improvements as set forth in the Master Schedule to no more than
eighteen (18) months. If Landlord shall fail to proceed in good faith or to use
reasonable diligence in fulfilling its obligations under this Section 23,
Tenant, in addition to its other remedies set forth in this Lease, shall have
the right to exercise the Purchase Option in accordance with and subject to the
terms of Section 23 of this Lease.

The Master Schedule shall include a deadline to produce finalized plans and
specifications. Once the finalized plans and specifications have been delivered
and approved by the parties in accordance with the Master Schedule, Landlord
shall select a general contractor (the "Contractor") reasonably acceptable to
Tenant. Landlord shall enter into an agreement or agreements with the Contractor
for construction of the Expansion Improvements on an "open-book" cost (with such
costs in accordance with generally recognized construction industry standards)
plus a reasonable market fee with a guaranteed maximum price basis, such
agreement(s) to be subject to Tenant's reasonable approval and in standard
form(s) and which may (but shall not be required to) include provisions
regarding liquidated damages for construction delays.

53

23.5  Base Rent. Effective on the thirtieth (30th) day after substantial
---------                                                          
completion of the Expansion Improvements, the Base Rent per square foot of
Rentable Area of Building Two due and payable by Tenant under the Lease in the
first Lease Year for the Expansion Improvements shall be an amount equal to the
product of (a) the Expansion Improvement Costs per square foot of Rentable Area
multiplied by (b) the sum of three hundred (300) basis points plus the weekly
average yield on United States Treasury obligations (adjusted for constant
average maturity of ten [10] years), as published in the most recent issue of
the Federal Reserve Statistical Release H-15 as of the date of the Expansion
Notice (the "Treasury Rate"), amortized on an annual basis over a period of
twenty (20) years (an example of the calculation of Base Rent pursuant to this
Section 23 is set forth in the immediately following grammatical paragraph). The
Base Rent for each subsequent Lease Year shall be one hundred three percent
(103%) of the Base Rent for the immediately preceding Lease Year. Base Rent for
the space initially demised under this Lease shall continue to increase in
accordance with Section 3.1(b) of this Lease.

By way of example only, if the Treasury Rate is 5.75%, then adding 300
basis points would result in an interest rate of 8.75%. Amortized on an annual
basis over a period of twenty (20) years, the resulting rate is 10.7602%. In
this example, Base Rent for the Expansion Improvements in the first Lease Year
would be equal to the product of 10.7602% multiplied by the Expansion
Improvement Costs.

24.  PURCHASE OPTION. Landlord hereby grants to Tenant an option to purchase the
--------------- 
Demised Premises (the "Purchase Option"), subject to the terms and conditions of
this Section. Tenant may exercise the Purchase Option only upon the conditions
set forth in Section 23 above. Tenant may exercise the Purchase Option only by
giving Landlord written notice of such exercise within thirty (30) days after
Landlord's election not to proceed with the construction of Building Two in
accordance with Section 23 above, delivered to Landlord in accordance with the
notice provisions of this Lease Agreement (a "Purchase Option Notice") and by
simultaneous delivery of the Deposit (as defined below) in accordance with the
Terms of Sale and Purchase (as defined below). Subject to the terms of this
Section and the Terms of Sale and Purchase, Tenant shall have the right to
exercise the Purchase Option at any time during the Term beginning on the first
day of the sixth Lease Year and ending on the last day of the tenth Lease Year
(the "Option Term"). If Tenant fails to timely deliver the Purchase Option
Notice or the Deposit to Landlord, the Purchase Option shall automatically
expire and terminate. Exhibit "G" attached hereto and made a part hereof sets
-----------                                            
forth the Terms of Sale and Purchase (the "Agreement"). If Tenant properly
exercises the Purchase Option in accordance with this Section, automatically and
immediately upon delivery of the Purchase Option Notice and the Deposit to
Landlord (and without the requirement that the parties execute any additional
documents or take any additional actions) a fully enforceable and legally
binding contract containing the terms of the Agreement shall be deemed to have
been formed. Landlord and Tenant acknowledge that the Purchase Option has been
granted and accepted as a material part of the consideration for entering into
this Lease and that such consideration has been received by both parties and is
adequate for all purposes. Unless expired or terminated, any purchaser of the
Demised Premises shall in writing delivered to Tenant fully recognize Tenant's
rights under the Purchase Option. Landlord hereby

54

consents to Tenant assigning the Purchase Option to a third party purchaser
(without assignment of Tenant's interest under the Lease); provided, that such
assignment is made for the purpose of the construction of Building Two by such
assignee.

IN WITNESS WHEREOF, intending to be legally bound and with the specific intent
that this Lease constitute an instrument under seal, each of the parties hereto
has caused this Lease to be duly executed as of the Effective Date.

Signed, sealed and delivered       LANDLORD:
in the presence of

CARTER SUNFOREST, L.P., a Georgia limited
partnership

By: Carter & Associates Enterprises, Inc.,
a Georgia corporation

/s/ [SIGNATURE ILLEGIBLE]               /s/ Bradley D. Reese          (SEAL)
- -------------------------------         -------------------------------- 
Name: [ILLEGIBLE]                       Name:  Bradley D. Reese
---------------------------
Title: Sr. Vice President
--------------------------
/s/ Mark A. Palmer
- -------------------------------         
Name:  Mark A. Palmer                   Date signed by Landlord: 3/30/98
--------

TENANT:

PRICE WATERHOUSE LLP,  a Delaware Registered
Limited Liability Partnership

/s/ Tammy C. Collins            By:    /s/ D. L. Leonhardt            (SEAL)
- -------------------------------        --------------------------------   
Name:  Tammy C. Collins            Name:  D. L. Leonhardt
---------------------------
Title: Partner
--------------------------

/s/ [SIGNATURE ILLEGIBLE]   
- -------------------------------
Name:                              Date signed by Tenant:______________

55

EXHIBIT 10.43

AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT

BETWEEN THE REGISTRANT

AND

WELLS INVESTMENT SECURITIES, INC.

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AMENDED AND RESTATED
WARRANT PURCHASE AGREEMENT
--------------------------

This Amended and Restated Warrant Purchase Agreement (the "Agreement") is
made and entered into as of the 31st day of December, 1998 to be effective as of
the 5th day of June, 1998, by and between Wells Real Estate Investment Trust,
Inc., a Maryland corporation (the "Company"), and Wells Investment Securities,
Inc. (the "Warrantholder").

R E C I T A L S:

WHEREAS, the Company and the Warrantholder entered into that certain
Warrant Purchase Agreement dated January 30, 1998 (the "Original Agreement");
and

WHEREAS, the parties entered into that certain Amended and Restated Warrant
Purchase Agreement dated as of July 1, 1998 (the "Restated Agreement") to amend
and restate the Original Agreement; and

WHEREAS, the parties desire to further amend the transferability provisions
of the Restated Agreement to better represent the intent and understanding of
the parties; and

WHEREAS, the Company and the Warrantholder desire to amend and restate the
Restated Agreement in its entirety in accordance with the terms and provisions
hereof;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, do
hereby agree, and the Restated Agreement is hereby amended and restated in its
entirety, as follows:

The Company hereby agrees to issue and sell, and the Warrantholder agrees
to purchase, for the total purchase price of $480, warrants as hereinafter
described (the "Soliciting Dealer Warrants") to purchase up to an aggregate of
600,000 Shares (subject to adjustment pursuant to Section 8 hereof) of the
Company's common stock, $.0l par value (the "Shares").  The Soliciting Dealer
Warrants are being purchased in connection with a public offering of an
aggregate of 16,500,000 Shares (the "Offering"), pursuant to that certain Dealer
Manager Agreement (the "Dealer Manager Agreement"), dated January 30, 1998
between the Company and the Warrantholder as the Dealer Manager and a
representative of the Soliciting Dealers who may receive warrants.

The issuance of the Soliciting Dealer Warrants shall occur quarterly
commencing 60 days after the date on which Shares are first sold pursuant to the
Offering and such issuances shall be subject to the terms and conditions set
forth in the Dealer Manager Agreement.

In consideration of the foregoing and for the purpose of defining the terms
and provisions of the Soliciting Dealer Warrants and the respective rights and
obligations thereunder, the Company and the Warrantholder, for value received,
hereby agree as follows:

1.   FORM AND TRANSFERABILITY OF SOLICITING DEALER WARRANTS.

(A)  REGISTRATION.  The Soliciting Dealer Warrant(s) shall be numbered and
shall be registered on the books of the Company when issued.

(B)  FORM OF SOLICITING DEALER WARRANTS.  The text and form of the
Soliciting Dealer Warrant and of the Election to Purchase shall be substantially
as set forth in Exhibit "A" and Exhibit "B" respectively, attached hereto and
incorporated herein.  The price per Share (the "Warrant Price") and the number
of Shares issuable upon exercise of the Soliciting Dealer Warrants are subject
to adjustment upon the occurrence of certain events, all as hereinafter
provided.  The Soliciting Dealer Warrants shall be dated as of the date of
signature thereof by the Company either upon initial issuance or upon division,
exchange, substitution or transfer.

(C)  TRANSFER. The Soliciting Dealer Warrants shall be transferable only on
the books of the Company maintained at its principal office or that of its
designated transfer agent, if designated, upon delivery thereof duly endorsed by
the Warrantholder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. Upon any registration of transfer, the Company shall execute and
deliver a new Soliciting Dealer Warrant to the person entitled thereto.
Assignments or transfers shall be made pursuant to the form of Assignment
attached as Exhibit "C" hereto.

(D)  LIMITATIONS ON TRANSFER OF SOLICITING DEALER WARRANT.  The Soliciting
Dealer Warrants shall not be sold, transferred, assigned, exchanged or
hypothecated by the Warrantholder for a period of one year following the
effective date of the offering of the Company's shares of common stock, except
to: (i) one or more persons, each of whom on the date of transfer is an officer
and director of a Warrantholder or an officer and director or partner of a
successor to a Warrantholder as provided in clause (iv) of this Subsection (D);
(ii) a partnership or partnerships, all of the partners of which are a
Warrantholder and one or more persons, each of whom on the date of transfer is
an officer and a director of a Warrantholder or an officer and director or
partner of a successor to a Warrantholder; (iii) broker-dealer firms which have
executed, and are not then in default of, the Soliciting Dealer Agreement
regarding the Offering (the "Selling Group") and one or more persons, each of
whom on the date of transfer is an officer and director or partner of a member
of the Selling Group or an officer and director or partner of a successor to a
member of the Selling Group; (iv) a successor to a Warrantholder or a successor
to a member of the Selling Group through merger or consolidation; (v) a
purchaser of all or substantially all of a Warrantholder's or Selling Group
members' assets; or (vi) by will, pursuant to the laws of descent and
distribution, or by operation of law; provided, however, that any securities
transferred pursuant to clauses (i) through (vi) of this Subsection (D) shall
remain subject to the transfer restrictions specified herein for the remainder
of the initially applicable one year time period.  The Soliciting Dealer Warrant
may be divided or combined, upon written request to the Company by the
Warrantholder, into a certificate or certificates representing the right to
purchase the same aggregate number of shares.

Unless the context indicates otherwise, the term "Warrantholder" shall
include any transferee of the Soliciting Dealer Warrant pursuant to this
Subsection (D), and the term "Warrant" shall include any and all Soliciting
Dealer Warrants outstanding pursuant to this

2

Agreement, including those evidenced by a certificate or certificates issued
upon division, exchange, substitution or transfer pursuant to this Agreement.

(E)  EXCHANGE OR ASSIGNMENT OF SOLICITING DEALER WARRANT.  Any Soliciting
Dealer Warrant certificate may be exchanged without expense for another
certificate or certificates entitling the Warrantholder to purchase a like
aggregate number of Shares as the certificate or certificates surrendered then
entitled such Warrantholder to purchase.  Any Warrantholder desiring to exchange
a Soliciting Dealer Warrant certificate shall make such request in writing
delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Soliciting Dealer Warrant to be so exchanged.
Thereupon, the Company shall execute and deliver to the person entitled thereto
a new Soliciting Dealer Warrant certificate as so requested.

Any Warrantholder desiring to assign a Soliciting Dealer Warrant shall make
such request in writing delivered to the Company, and shall surrender, properly
endorsed, the certificate evidencing the Soliciting Dealer Warrant to be so
assigned, with an instrument of assignment duly executed accompanied by proper
evidence of assignment, succession or authority to transfer, and funds
sufficient to pay any transfer tax, whereupon the Company shall, without charge,
execute and deliver a new Soliciting Dealer Warrant certificate in the name of
the assignee named in such instrument of assignment and the original Soliciting
Dealer Warrant certificate shall promptly be cancelled.

2.   TERMS AND EXERCISE OF SOLICITING DEALER WARRANTS.

(A)  EXERCISE PERIOD.  Subject to the terms of this Agreement, the
Warrantholder shall have the right to purchase one Share from the Company at a
price of $12 (120% of the initial public offering price per Share) during the
time period beginning one year from the effective date of the Offering and
ending on the date five years after the effective date of the Offering (the
"Exercise Period"), or if any such date is a day on which banking institutions
are authorized by law to close, then on the next succeeding day which shall not
be such a day, to purchase from the Company up to the number of fully paid and
nonassessable Shares which the Warrantholder may at the time be entitled to
purchase pursuant to the Soliciting Dealer Warrant, a form of which is attached
hereto as Exhibit "A."

(B)  METHOD OF EXERCISE.  The Soliciting Dealer Warrant shall be exercised
by surrender to the Company, at its principal office in Norcross, Georgia or at
the office of the Company's stock transfer agent, if any, or at such other
address as the Company may designate by notice in writing to the Warrantholder
at the address of the Warrantholder appearing on the books of the Company, of
the certificate evidencing the Soliciting Dealer Warrant to be exercised,
together with the form of Election to Purchase, included as Exhibit "B" hereto,
duly completed and signed, and upon payment to the Company of the Warrant Price
(as determined in accordance with the provisions of Sections 7 and 8 hereof),
for the number of Shares with respect to which such Soliciting Dealer Warrant is
then exercised together with all taxes applicable upon such exercise.  Payment
of the aggregate Warrant Price shall be made in cash or by certified check or
cashier's check, payable to the order of the Company.  A Soliciting Dealer
Warrant may not be exercised if the Shares to be issued upon the exercise of the
Soliciting Dealer Warrant have not been registered (or be exempt from
registration) in the state of residence of the holder of the

3

Soliciting Dealer Warrant or if a Prospectus required under the laws of such
state cannot be delivered to the buyer on behalf of the Company.  In addition,
holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer
Warrant to the extent such exercise will cause them to exceed the ownership
limits set forth in the Company's Articles of Incorporation, as amended.  If any
Soliciting Dealer Warrant has not been exercised by the end of the Exercise
Period, it will terminate and the Warrantholder will have no further rights
thereunder.

(C)  PARTIAL EXERCISE. The Soliciting Dealer Warrants shall be exercisable,
at the election of the Warrantholder during the Exercise Period, either in full
or from time to time in part and, in the event that the Soliciting Dealer
Warrant is exercised with respect to less than all of the Shares specified
therein at any time prior to the completion of the Exercise Period, a new
certificate evidencing the remaining Soliciting Dealer Warrants shall be issued
by the Company.

(D)  SHARE ISSUANCE UPON EXERCISE.  Upon such surrender of the Soliciting
Dealer Warrant certificate and payment of such Warrant Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable dispatch to
the Warrantholder in such name or names as the Warrantholder may designate in
writing, a certificate or certificates for the number of full Shares so
purchased upon the exercise of the Soliciting Dealer Warrant, together with
cash, as provided in Section 9 hereof, with respect to any fractional Shares
otherwise issuable upon such surrender.  Such certificate or certificates shall
be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of such Shares as of the close of
business on the date of the surrender of the Soliciting Dealer Warrant and
payment of the Warrant Price (as hereinafter defined), notwithstanding that the
certificates representing such Shares shall not actually have been delivered or
that the stock transfer books of the Company shall then be closed.

3.   MUTILATED OR MISSING SOLICITING DEALER WARRANT.

In case the certificate or certificates evidencing the Soliciting Dealer
Warrant shall be mutilated, lost, stolen or destroyed, the Company shall, at the
request of the Warrantholder, issue and deliver in exchange and substitution for
and upon cancellation of the mutilated certificate of certificates, or in lieu
of and in substitution for the certificate or certificates lost, stolen or
destroyed, a new Soliciting Dealer Warrant certificate or certificates of like
tenor and date and representing an equivalent right or interest, but only upon
receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Soliciting Dealer Warrant, and of reasonable bond of
indemnity, if requested, also satisfactory in form and amount and at the
applicant's cost.

4.   RESERVATION OF SHARES.

There has been reserved, and the Company shall at all times keep reserved
so long as the Soliciting Dealer Warrant remains outstanding, out of its
authorized Common Stock, such number of Shares as shall be subject to purchase
under the Soliciting Dealer Warrant.

4

5.   LEGEND ON SOLICITING DEALER WARRANT SHARES.

Each certificate for Shares initially issued upon exercise of the
Soliciting Dealer Warrant, unless at the time of exercise such Shares are
registered with the Securities and Exchange Commission (the "Commission"), under
the Securities Act of 1933, as amended (the "Act"), shall bear the following
legend:

NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SHARES SHALL
BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED.

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of such counsel as shall be reasonably approved by the Company, the
securities represented thereby need no longer be subject to such restrictions.

6.   PAYMENT OF TAXES.

The Company shall pay all documentary stamp taxes, if any, attributable to
the initial issuance of the Shares; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable with respect to any
secondary transfer of the Soliciting Dealer Warrant or the Shares.

7.   WARRANT PRICE.

The price per Share at which Shares shall be purchasable on the exercise of
the Soliciting Dealer Warrant shall be $12 (the "Warrant Price").

8.   ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.

The number and kind of securities purchasable upon the exercise of the
Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment
from time to time upon the happening of certain events, as follows:

(a)  In case the Company shall: (i) pay a dividend in Common Stock or make
a distribution in Common Stock; (ii) subdivide its outstanding Common Stock;
(iii) combine its outstanding Common Stock into a smaller number of shares of
Common Stock, or (iv) issue by reclassification of its Common Stock other
securities of the Company, the number and kind of securities purchasable upon
the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be
adjusted so that the Warrantholder shall be entitled to receive the number and
kind of securities of the Company which it would have owned or would have been
entitled to receive after the happening of any of the events described above had
the Soliciting Dealer Warrant been exercised immediately prior to the happening
of such event or any record date with

5

respect thereto.  Any adjustment made pursuant to this Subsection (a) shall
become effective on the effective date of such event retroactive to the record
date, if any, for such event.

(b)  No adjustment in the number of securities purchasable hereunder shall
be required unless such adjustment would require an increase or decrease of at
least one percent (1%) in the number of securities (calculated to the nearest
full Share thereof) then purchasable upon the exercise of the Soliciting Dealer
Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number
of securities purchasable upon the exercise of the Soliciting Dealer Warrant on
the first date thereafter that the Soliciting Dealer Warrant becomes
exercisable; provided, however, that any adjustment which by reason of this
Subsection (b) is not required to be made immediately shall be carried forward
and taken into account in any subsequent adjustment.

(c)  Whenever the number of Shares purchasable upon the exercise of the
Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price
shall be adjusted by multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of Shares
purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of Shares
so purchasable immediately thereafter.

(d)  For the purpose of this Section 8, the term "Common Stock" shall mean:
(i) the class of stock designated as the Common Stock of the Company at the date
of this Agreement; or (ii) any other class of stock resulting from successive
changes or reclassification of such Common Stock consisting solely of changes in
par value, or from par value to no par value, or from no par value to par value.
In the event that at any time, as a result of an adjustment made pursuant to
this Section 8, the Warrantholder shall become entitled to purchase any shares
of the Company other than Common Stock, thereafter the number of such other
shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the
Warrant Price shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the Shares contained in this Section 8.

(e)  Whenever the number of Shares and/or securities purchasable upon the
exercise of the Soliciting Dealer Warrant or the Warrant Price is adjusted as
herein provided, the Company shall cause to be promptly mailed to the
Warrantholder by first class mail, postage prepaid, notice of such adjustment
setting forth the number of Shares and/or securities purchasable upon the
exercise of the Soliciting Dealer Warrant or the Warrant Price after such
adjustment, a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.

(f)  In case of any reclassification, capital reclassification, capital
reorganization or other change in the outstanding shares of Common Stock of the
Company (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of an issuance of Common Stock by
way of dividend or other distribution, or of a subdivision or combination of the
Common Stock), or in case of any consolidation or merger of the Company with or
into another corporation or entity (other than a merger with a subsidiary in
which merger the Company is the continuing corporation and which does not result
in any reclassification, capital reorganization or other change in the
outstanding shares of Common Stock of the

6

Company) as a result of which the holders of the Company's Common Stock become
holders of other shares of securities of the Company or of another corporation
or entity, or such holders receive cash or other assets, or in case of any sale
or conveyance to another corporation of the property, assets or business of the
Company as an entirety or substantially as an entirety, the Company or such
successor or purchasing corporation, as the case may be, shall execute with the
Warrantholder an agreement that the Warrantholder shall have the right
thereafter upon payment for the Warrant Price in effect immediately prior to
such action to purchase upon the exercise of the Soliciting Dealer Warrant the
kind and number of securities and property which it would have owned or have
been entitled to have received after the happening of such reclassification,
capital reorganization, change in the outstanding shares of shares of Common
Stock of the Company, consolidation, merger, sale or conveyance had the
Soliciting Dealer Warrant been exercised immediately prior to such action.

The agreement referred to in this Subsection (f) shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8. The provisions of this Subsection
(f) shall similarly apply to successive reclassification, capital
reorganizations, changes in the outstanding shares of Common Stock of the
Company, consolidations, mergers, sales or conveyances.

(g)  Except as provided in this Section 8, no adjustment with respect to
any dividends shall be made during the term of the Soliciting Dealer Warrant or
upon the exercise of the Soliciting Dealer Warrant.

(h)  No adjustments shall be made in connection with the public sale and
issuance of the Shares pursuant to the Dealer Manager Agreement or the sale or
issuance of Shares upon the exercise of the Soliciting Dealer Warrant.

(i)  Irrespective of any adjustments in the Warrant Price or the number or
kind of securities purchasable upon the exercise of the Soliciting Dealer
Warrant, the Soliciting Dealer Warrant certificate or certificates theretofore
or thereafter issued may continue to express the same price or number or kind of
securities stated in the Soliciting Dealer Warrant initially issuable pursuant
to this Agreement.

9.   FRACTIONAL INTEREST.

The Company shall not be required to issue fractional Shares or securities
upon the exercise of the Soliciting Dealer Warrant.  If any such fractional
Share would, except for the provisions of this Section 9, be issuable upon the
exercise of the Soliciting Dealer Warrant (or specified portion thereof), the
Company may, at its election, pay an amount in cash equal to the then current
market price multiplied by such fraction.  For purposes of this Agreement, the
term "current market price" shall mean: (a) if the Shares are traded in the
over-the-counter market and not on the NASDAQ National Market ("NNM") or on any
national securities exchange, the average between the per share closing bid and
asked prices of the Shares for the 30 consecutive trading days immediately
preceding the date in question, as reported by the NNM or an equivalent
generally accepted reporting service; or (b) if the Shares are traded on the NNM
or on a national securities exchange, the average for the 30 consecutive trading
days immediately preceding the date in question of the daily per share closing
prices of the Shares on the NNM or

7

on the principal national stock exchange on which it is listed, as the case may
be.  The closing price referred to in clause (b) above shall be the last
reported sales price or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices on the NNM or on the
principal national securities exchange on which the Shares are then listed, as
the case may be.  If the Shares are not publicly traded, then the "current
market price" shall mean $10 for the first three years following the termination
of the Offering.

10.  NO RIGHTS AS STOCKHOLDER; NOTICES OF WARRANTHOLDER.

Nothing contained in this Agreement or in the Soliciting Dealer Warrant
shall be construed as conferring upon the Warrantholder or its transferee any
rights as a stockholder of the Company, either at law or in equity, including
the right to vote, receive dividends, consent or notices as a stockholder with
respect to any meeting of stockholders for the election of directors of the
Company or for any other matter.

11.  REGISTRATION OF SOLICITING DEALER WARRANTS AND SHARES PURCHASABLE
THEREUNDER.

The Shares purchasable under the Soliciting Dealer Warrants are being
registered as part of the Offering. The Company undertakes to make additional
filings with the Commission to the extent required to keep the Shares registered
through the Exercise Period.

12.  INDEMNIFICATION.

In the event of the filing of any registration statement with respect to
the Soliciting Dealer Warrants or the Shares pursuant to Section 11 above, the
Company and the Warrantholder (and/or selling Warrantholder or such holder of
Shares, as the case may be), shall agree to indemnify and hold harmless the
other to the same extent and in the same manner as provided in the Dealer
Manager Agreement.

13.  CONTRIBUTION.

In order to provide for just and equitable contribution under the Act in
any case in which: (a) the Warrantholder or any holder of Shares makes a claim
for indemnification pursuant to Section 12 hereof, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right to appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 12 hereof
provide for indemnification in such case; or (b) contribution under the Act may
be required on the part of the Warrantholder or any holder of Shares, the
Company and the Warrantholder, or such holder of Shares, shall agree to
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (which shall. for all purposes of this Agreement, including, but
not limited to, all costs of defense and investigation and all attorneys' fees),
in either such case (after contribution from others) on the basis of relative
fault as well as any other relevant equitable considerations in the same manner
as provided by the parties in the Dealer Manager Agreement.

8

14.  NOTICES.

Any notice given pursuant to this Agreement by the Company or by the
Warrantholder shall be in writing and shall be deemed to have been duly given if
delivered or mailed by certified mail, return receipt requested:

(a)  If to the Warrantholder, addressed to:

Wells Investment Securities, Inc.
3885 Holcomb Bridge Road
Norcross, Georgia 30092

(b)  If to the Company, addressed to:

Wells Real Estate Investment Trust, Inc.
3885 Holcomb Bridge Road
Norcross, Georgia 30092

Each party hereto may, from time to time, change the address to which
notices to it are to be delivered or mailed hereunder by notice in accordance
herewith to the other party.

15.  PARTIES IN INTEREST.

Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrantholder and, to the extent
expressed, any holder of Shares, any person controlling the Company or the
Warrantholder or any holder of Shares, directors of the Company, nominees for
directors (if any) named in the Prospectus, or officers of the Company who have
signed the registration statement, any legal or equitable right, remedy or claim
under this Agreement, and this Agreement shall be for the sole an exclusive
benefit of the aforementioned parties.

16.  SUCCESSORS.

All the covenants and provisions of this Agreement by or for the benefit of
the parties listed in Section 15 above shall bind and inure to the benefit of
their respective executors, administrators, successors and assigns hereunder;
provided, however, that the rights of the Warrantholder or holder of Shares
shall be assignable only to those persons and entities specified in Section 1,
Subsection (D) thereof, in which event such assignee shall be bound by each of
the terms and conditions of this Agreement.

17.  MERGER OR CONSOLIDATION OF THE COMPANY.

The Company shall not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless it complies with the provisions of Section 8, Subsection (f)
thereof.

9

18.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All statements contained in any schedule, exhibit, certificate or other
instrument delivered by or on behalf of the parties hereto, or in connection
with the transactions contemplated by this Agreement, shall be deemed to be
representations and warranties hereunder. Notwithstanding any investigations
made by or on behalf of the parties to this Agreement, all representations,
warranties and agreements made by the parties to this Agreement or pursuant
hereto shall survive.

19.  CHOICE OF LAW.

This Agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Georgia, including all
matters of construction, validity, performance and enforcement, and without
giving effect to the principles of conflict of laws.

20.  JURISDICTION.

The parties submit to the jurisdiction of the Courts of the State of
Georgia or a Federal Court impaneled in the State of Georgia for the resolution
of all legal disputes arising under the terms of this Agreement.

21.  ENTIRE AGREEMENT.

Except as provided herein, this Agreement, including exhibits, contains the
entire agreement of the parties, and supersedes all existing negotiations,
representations or agreements and all other oral, written or other
communications between them concerning the subject matter of this Agreement.

22.  SEVERABILITY.

If any provision of this Agreement is unenforceable, invalid or violates
applicable law, such provision shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.

23.  CAPTIONS.

The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge or describe
the scope of this Agreement or the relationship of the parties, and shall not
affect this Agreement or the construction of any provisions herein.

24.  COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.

10

IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Warrant Purchase Agreement to be duly executed as of December 31, 1998.

Wells Real Estate Investment Trust, Inc.

By:/s/ Brian M. Conlon 
------------------------------------- 
Name:  Brian M. Colon
----------------------------------- 
Title: Executive Vice Present   
----------------------------------    

Wells Investment Securities, Inc.

By:/s/ Brian M. Conlon 
------------------------------------- 
Name:  Brian M. Colon
----------------------------------- 
Title: Executive Vice Present   
---------------------------------- 

11

EXHIBIT A

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SOLICITING DEALER WARRANT NO. _____

NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR THE
SHARES PURCHASABLE HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED.
TRANSFER OF THIS WARRANT IS ALSO RESTRICTED BY THAT CERTAIN AMENDED AND
RESTATED WARRANT PURCHASE AGREEMENT DATED EFFECTIVE AS OF JUNE 5, 1998, A
COPY OF WHICH IS AVAILABLE FROM THE ISSUER.

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
WELLS REAL ESTATE INVESTMENT TRUST, INC.

Exercisable commencing on January 30, 1999.
Void after 5:00 P.M. Eastern Standard Time on January 29, 2003 (the
"Exercise Closing Date").

THIS CERTIFIES that, for value received, (the "Warrantholder"), or
registered assigns, is entitled, subject to the terms and conditions set forth
in this Warrant (the "Warrant"), to purchase from Wells Real Estate Investment
Trust, Inc., a Maryland corporation (the "Company"), fully paid and
nonassessable Shares of common stock (the "Shares") of the Company at any time
during the period commencing on January 30, 1999 and continuing up to 5:00 P.M.
eastern standard time on January 29, 2003, at $12 per Share, and is subject to
all the terms thereof, including the limitations on transferability as set forth
in that certain Amended and Restated Warrant Purchase Agreement between Wells
Investment Securities, Inc. and the Company dated as of December 31, 1998 to be
effective as of June 5, 1998.

THIS WARRANT may be exercised by the holder thereof, in whole or in part,
by the presentation and surrender of this Warrant with the form of Election to
Purchase duly executed, with signature(s) guaranteed, at the principal office of
the Company (or at such other address as the Company may designate by notice to
the holder hereof at the address of such holder appearing on the books of the
Company), and upon payment to the Company of the purchase price in cash or by
certified check or bank cashier's check.  The Shares so purchased shall be
deemed to be issued to the holder hereof as the record owner of such Shares as
of the close of business on the date on which this Warrant shall have been
surrendered and payment made for such Shares.  The Shares so purchased shall be
registered to the holder (and, if requested, certificates issued) promptly after
this Warrant shall have been so exercised and unless this Warrant has expired or
has been exercised, in full, a new Warrant identical in form, but representing
the number of Shares with respect to which this Warrant shall not have been
exercised, shall also be issued to the holder hereof.

NOTHING CONTAINED herein shall be construed to confer upon the holder of
this Warrant, as such, any of the rights of a Stockholder of the Company.

Wells Real Estate Investment Trust, Inc.

By:______________________________________
Name:____________________________________
Title:___________________________________

EXHIBIT B

WELLS REAL ESTATE INVESTMENT TRUST, INC.
ELECTION TO PURCHASE
SOLICITING DEALER WARRANT

Wells Real Estate Investment Trust, Inc.
3885 Holcomb Bridge Road
Norcross, Georgia 30092

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached warrant (the "Warrant"), to purchase thereunder
______________ shares of the common stock of Wells Real Estate Investment Trust,
Inc. (the "Shares") provided for therein and hereby tenders $__________________
($12.00 per Share) in payment of the actual exercise price thereof, and requests
that the Shares be issued in the name of

________________________________________________________________________________
(Please Print Name, Address and SSN or TIN of Stockholder below)

________________________________________________________________________________

and, if said number of Shares shall not be the total possible number of Shares
purchasable hereunder, that a new Warrant certificate for the balance of the
Shares purchasable under the attached Warrant certificate be registered in the
name of the undersigned Warrantholder or his assignee as indicated below and
delivered at the address stated below:

Dated:__________________________________, 19_______________

Name of Warrantholder or Assignee:______________________________________________
(Please Print)

Address:________________________________________________________________________

Signature:______________________________________________________________________

EXHIBIT C

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SOLICITING DEALER WARRANT
ASSIGNMENT
(To be signed only upon assignment of the Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

________________________________________________________________________________
(Please Print Name, Address and SSN or TIN of Assignee Below)

________________________________________________________________________________

the attached Participating Dealer Warrant No. ____, to purchase shares of common
stock of Wells Real Estate Investment Trust, Inc. (the "Company"), hereby
irrevocably constituting and appointing the Company and/or its transfer agent as
its attorney to transfer said Warrant on the books of the Company, with full
power of substitution.

Dated:___________________, 19_____________

________________________________________
Signature of Registered Holder

Signature Guaranteed:

______________________________

Note:  The above signature must correspond
with the name as written upon the face of
the attached Warrant certificate in every
particular respect, without alteration,
enlargement or any change whatever, unless
this Warrant has been duly assigned.

EXHIBIT 23.2

CONSENT OF ARTHUR ANDERSON LLP

EXHIBIT 23.2

[LETTERHEAD OF ARTHUR ANDERSEN LLP]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports 
and to all references to our Firm included in or made a part of this 
registration statement.

/s/ Arthur Andersen LLP

Atlanta, Georgia
January 14, 1999

EXHIBIT 24.1

POWER OF ATTORNEY

POWER OF ATTORNEY
-----------------

Each person whose signature appears below hereby constitutes and appoints
Leo F. Wells, III and Brian M. Conlon, 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 post-effective amendments to the Registration
Statement on Form S-11 of Wells Real Estate Investment Trust, Inc. (Commission
File No. 333-32099) 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 19, 1998,
by the following persons and in the capacities indicated below.

Signatures                                   Title
- ----------                                   -----

/s/ Leo F. Wells, III                        President and Director
- --------------------------------             
Leo F. Wells, III                            (Principal Executive Officer)

/s/ Brain M. Conlon                          Executive Vice President (Principal
- --------------------------------                  
Brian M. Conlon                              Financial and Accounting Officer)
and Director

/s/ John L. Bell                             Director
- --------------------------------                  
John L. Bell

/s/ Richard W. Carpenter                     Director
- --------------------------------                  
Richard W. Carpenter

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/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

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