Dealer Manager Agreement (2002)Full Document 

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                    WELLS REAL ESTATE INVESTMENT TRUST, INC.

             Up to 330,000,000 Shares of Common Stock/$3,300,000,000

                            DEALER MANAGER AGREEMENT
                            ------------------------

                               ____________, 2002

Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Atlanta, Georgia 30092

Ladies and Gentlemen:

     Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), is registering for public sale a maximum of 336,600,000 shares of
its common stock, $.01 par value per share (the "Offering"), of which amount
6,600,000 shares are to be sold upon exercise of soliciting dealer warrants to
be issued to broker-dealers participating in the Offering, with the balance of
330,000,000 shares (the "Shares" or the "Stock") to be issued and sold for an
aggregate purchase price of $3,300,000,000 (300,000,000 shares to be offered to
the public and 30,000,000 shares to be offered pursuant to the Company's
dividend reinvestment plan). Such Stock is to be sold for a per share cash
purchase price of $10.00, and the minimum purchase by any one person shall be
100 Shares except as otherwise indicated in the Prospectus or in any letter or
memorandum from the Company to Wells Investment Securities, Inc. (the "Dealer
Manager"). Terms not defined herein shall have the same meaning as in the
Prospectus. The Stock is being registered with the SEC (as defined herein) as
part of a registration of 336,600,000 shares, of which amount 6,600,000 will be
issued upon the exercise of certain warrants to be issued in connection with the
Offering. In connection therewith, the Company hereby agrees with you, the
Dealer Manager, as follows:

     1.   Representations and Warranties of the Company
          ---------------------------------------------

     The Company represents and warrants to the Dealer Manager and each dealer
with whom the Dealer Manager has entered into or will enter into a Selected
Dealer Agreement in the form attached to this Agreement as Exhibit "A" (said
dealers being hereinafter referred to as the "Dealers") that:

          1.1  A registration statement with respect to the Company has been
prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the applicable
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, covering the Shares.
Said registration statement, which includes a preliminary prospectus, was



initially filed with the SEC on April 8, 2002. Copies of such registration
statement and each amendment thereto have been or will be delivered to the
Dealer Manager. (The registration statement and prospectus contained therein, as
finally amended and revised at the effective date of the registration statement,
are respectively hereinafter referred to as the "Registration Statement" and the
"Prospectus," except that if the Prospectus first filed by the Company pursuant
to Rule 424(b) under the Securities Act shall differ from the Prospectus, the
term "Prospectus" shall also include the Prospectus filed pursuant to Rule
424(b).)

          1.2  The Company has been duly and validly organized and formed
as a corporation under the laws of the state of Maryland, with the power and
authority to conduct its business as described in the Prospectus.

          1.3  The Registration Statement and Prospectus comply with the
Securities Act and the Rules and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section 1.3
will not extend to such statements contained in or omitted from the Registration
Statement or Prospectus as are primarily within the knowledge of the Dealer
Manager or any of the Dealers and are based upon information furnished by the
Dealer Manager in writing to the Company specifically for inclusion therein.

          1.4  The Company intends to use the funds received from the sale of
the Shares as set forth in the Prospectus.

          1.5  No consent, approval, authorization or other order of any
governmental authority is required in connection with the execution or delivery
by the Company of this Agreement or the issuance and sale by the Company of the
Shares, except such as may be required under the Securities Act or applicable
state securities laws.

          1.6  There are no actions, suits or proceedings pending or to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.

          1.7  The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Company will not conflict with or constitute a default under
any charter, by-law, indenture, mortgage, deed of trust, lease, rule,
regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.

          1.8  The Company has full legal right, power and authority to enter
into this Agreement and to perform the transactions contemplated hereby, except

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