Exhibit 10.57



 




Exhibit 10.57



ASSIGNMENT AND ASSUMPTION OF LEASE



			
	 	     
    THIS ASSIGNMENT AND ASSUMPTION OF
    LEASE (this
    “Assignment”) is entered into as of the
    27th day of September, 2002 (the
    “Effective Date”), by and between KCD-TX I
    Investment Limited Partnership, a Texas limited partnership
    (“Assignor”), and Wells Operating Partnership,
    L.P., a Delaware limited partnership
    (“Assignee”).
    	 





PRELIMINARY STATEMENTS:


     
The following preliminary statements are a
material part of this Assignment.



     
A.     Assignor and
Lacerte Software Corporation (“Tenant”) made
and entered into that certain Lease Agreement, dated
February 22, 2000 (the “Lease”), by the terms of
which Assignor leased to Tenant certain real property located in
Plano, Collin County, Texas, more particularly described on
Exhibit “A” attached to this Assignment and
made a part of this Assignment for all purposes.



     
B.     Assignor now
desires to assign the Lease, together with all of
Assignor’s right, title and interest in and to the Lease to
Assignee, and Assignee desires to assume the same.




AGREEMENT:


     
NOW, THEREFORE, for
and in consideration of the sum of Ten and No/ 100 Dollars
($10.00), and of the mutual covenants and promises set forth in
this Assignment, the receipt and sufficiency of which are hereby
expressly acknowledged by all the parties hereto, Assignor and
Assignee hereby covenant and agree as follows:




1.     Assignor hereby
assigns, transfers, and conveys to Assignee all of
Assignor’s right, title and interest in and to the Lease,
including specifically all of the benefits and rights relating
to the Lease but subject to all of the obligations and burdens
of Assignor under the Lease effective as of the Effective Date.




2.     Assignee hereby
assumes and agrees to be bound by the provisions of the Lease
and hereby undertakes and assumes each and every one of the
Assignor’s obligations under the Lease from and after of
the Effective Date.




3.     Assignor hereby
indemnifies and agrees to hold Assignee harmless from and
against any claims, defaults or other liabilities (including,
without limitation, court costs and attorneys’ fees) under
the Lease first arising or accruing on or before, or any events
first occurring at any time on or before, the date hereof.
Assignee indemnifies and agrees to hold Assignor harmless from
and against any claims, defaults or other liabilities
(including, without limitation, court costs and







 




attorneys’ fees) under the Lease first
arising or accruing after, or any events first occurring after,
the date hereof [except for “Punch List Work”].




4.     All of the
covenants and agreements contained in this Assignment shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective legal representatives, and permitted
successors and assigns, to the extent that any such transfer of
interest may be allowed under the Lease.




5.     This Assignment
shall not be effective and binding unless and until fully
executed by all of the parties hereto.



     
IN WITNESS WHEREOF,
Assignor and Assignee have duly executed this Assignment as of
the day and year first written above.




		
	 	
    Assignor:
	 	
    KCD-TX I INVESTMENT LIMITED
    
	 	
    PARTNERSHIP, a Texas limited partnership
    



			
	 	By:	
    KCD — TX Investments, LLC, its general
    

     partner
    





			
	 	By: 	
    /s/ STEVEN VAN AMBURGH
    



		
	 	
    

	 	
    Steven Van Amburgh
    
	 	
    Manager
    





[signatures continued on next page]



-2-








 




[continuation of signatures for Assignment and
Assumption of Lease — Texas]




		
	 	
    Assignee:
	 	
    WELLS OPERATING PARTNERSHIP, L.P.,
    
	 	
    a Delaware limited partnership
    





			
	 	By: 	
    Wells Real Estate Investment Trust, Inc.,
    



		
	 	
    a Maryland corporation, as general partner
    





			
	 	By: 	
    /s/ DOUGLAS P. WILLIAMS
    



		
	 	
    

	 	
    Name: Douglas P. Williams
    
	 	
    Title: Executive Vice President
    





– 3 –








 




Exhibit “A”



to Assignment and Assumption of
Lease




Legal Description



BEING a tract of land situated in the Samuel H.
Brown Survey, Abstract No. 108, in the City of Plano,
Collin County, Texas and being a portion of a tract of land
conveyed to KCD-TX Investment Limited Partnership by Electronic
Data Systems Corporation, as evidenced in a deed recorded in
Volume 4694, Page 1841 of the Land Records of Collin
County, Texas (L.R.C.C.T.) and being a portion of a tract of
land conveyed to EDS Information Services by Electronic Data
Systems Corporation as evidenced by Correction Special Warranty
Deed recorded in Volume 5022, Page 3593 of the Land
Records of Collin County, Texas (L.R.C.C.T.) and being all of
Lot 1, Block 1, LaCerte Addition, an addition to the
City of Plano, as recorded by plat in Cabinet N,
Page 231, and being more particularly described as follows:




BEGINNING at a  5/8” iron rod set for
corner at the southeast end of a corner clip at the intersection
of the north right-of-way line of Headquarters Drive (variable
width R. O. W.) with the east right of way line of Parkwood
Boulevard (a 130’ right of way):




THENCE along the east right-of-way line of said
Parkwood Boulevard, the following:




		
	 	
    North 45°00’27” West, a distance
    of 35.41 feet to a  5/8-inch iron rod set for corner;
    
	 
	 	
    North 00°05’22” West, a distance
    of 42.02 feet to a  5/8-inch iron rod found corner at the
    point of curvature of a curve to the right having a central
    angle of 08°08’55”, a radius of 935.00 feet and a
    chord bearing North 03°59’05” East and a chord
    distance of 132.86 feet;
    
	 
	 	
    Continuing along the easterly line of Parkwood
    Boulevard and said to curve to the right, an arc distance of
    132.97 feet to a  3/4” iron rod found for corner at
    the point of tangency of said curve;
    
	 
	 	
    North 08°03’33” East, a distance
    of 55.98 feet to an “X” cut in concrete set for corner
    at the point of curvature to the right having a central angle of
    09°11’31”, a radius of 589.03 feet and a chord
    bearing North 12°39’18” East and a chord distance
    of 94.40 feet;
    
	 
	 	
    Continuing along the easterly line of Parkwood
    Boulevard and said curve to the right, an arc distance of 94.50
    feet to a  3/4” iron rod found for corner at the point
    of compound curvature of a curve to the right having a central
    angle of 11°00’45”, having a radius of 939.00
    feet and a chord bearing North 22°45’26” East and
    a chord distance of 180.30 feet;
    





– 4 –







 




		
	 	
     Continuing along the easterly line of Parkwood
    Boulevard and said compound curve to the right an arc distance
    of 180.51 feet to a  3/4” iron rod found for corner at
    the end of said curve;
    





THENCE South 89°55’31” East,
departing the easterly line of Parkwood Boulevard, a distance of
824.39 feet to an aluminum monument found for corner;




THENCE South 00°04’29” West, a
distance of 518.00 feet to a  3/4” iron rod found for
corner on the north right-of-way line of the aforementioned
Headquarters Drive;




THENCE in a westerly direction, along the north
right-of-way line of said Headquarters Drive, the following:




		
	 	
     North 89°55’31” West, a distance
    of 581.21 feet to an iron rod with cap stamped KHA found for
    corner;
    
	 
	 	
     North 88°12’25” West, a distance
    of 150.07 feet to a  5/8” iron rod set for corner;
    
	 
	 	
     North 89°55’31” West, a distance
    of 174.91 feet to the POINT OF BEGINNING and containing 10.6954
    acres or 465,893 square feet of land.
    





– 5 –







 




RECORD AND RETURN TO:





Fidelity National Title Insurance Company





717 North Harwood Street, Suite 800





Dallas, Texas 75201





		
	 	
    ANY PROVISION HEREIN WHICH RESTRICTS THE SALE,
    RENTAL, OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR
    OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW
    



			
	 	(THE STATE OF TEXAS)	(COUNTY OF COLLIN)





		
	 	
    I hereby certify that this instrument was FILED
in the File Number Sequence on the date and the time stamped
hereon by me; and was duly RECORDED, in the Official Public
Records of Real Property of Collin County, Texas on







OCT 01 2002




/s/ HELEN STARNES




[Seal of County Court of Collin County Texas]





Filed for Record in:




Collin County, McKinney TX





Honorable Helen Starnes





Collin County Clerk





		
		
    On Oct 01 2002
    





At 12:46pm





Doc/ Num:     2002-
0140907




Recording/
Type:AS     19.00




Receipt #:     34819