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                                                                    Exhibit 10.9


                    AMENDED & RESTATED WHOLESALING AGREEMENT

      THIS AMENDED AND RESTATED WHOLESALING AGREEMENT (this "Agreement") dated
as of March 5, 2002 amending and restating the Wholesaling Agreement dated
October 31, 2001, by and between CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED,
a Maryland corporation (the "Company"), and CAREY FINANCIAL CORPORATION, a
Delaware corporation ("Carey Financial").

      WHEREAS, the Company proposes to raise up to $500,000,000 through the sale
of shares of common stock of the Company (the "Shares"), $100,000,000 of which
are being offered pursuant to the Company's 2001 Dividend Reinvestment and Share
Purchase Plan (the "DRIP") for investment in real property as described in a
Registration Statement on Form S-11 (No. 333-55854) filed with the Securities
and Exchange Commission (the "Registration Statement"); and

      WHEREAS, the Company desires to retain Carey Financial and Carey Financial
desires to undertake to coordinate the performance of certain wholesaling
services for the Company pursuant to this Agreement on the terms and subject to
the conditions hereinafter set forth and subject to the limitations, if any, set
forth in the final Prospectus which will be included in the Registration
Statement.

      NOW THEREFORE, in consideration of the mutual promises herein made and for
other good and valuable consideration, and intending to be legally bound hereby,
the parties hereto agree as follows:

      1. The Company hereby retains Carey Financial to provide the following
services for the Company:

      (a) Carey Financial shall develop and prepare sales literature to be used
      by the Company in the offer and sale of the Shares (the "Offering"), which
      sales literature shall comply with the Securities Act of 1933, as amended
      ("the "Securities Act"), and the regulations thereunder, the Rules of Fair
      Practice of the National Association of Securities Dealers, Inc. (the
      "RFP") and the "blue sky" laws of any jurisdiction in which such material
      is used ("Blue Sky Law"). The sales literature may include, but not be
      limited to, a slide presentation, a property acquisition report, a
      brochure and seminar invitations for presentation and distribution to the
      public and an audio program, a video program and a brochure for
      presentation and distribution to broker-dealers.

      (b) Carey Financial shall assist broker-dealers and registered investment
      advisors participating in the Offering by coordinating broker-dealer and
      registered investment advisor seminars, informational meetings, preparing
      and distributing brochures and other sales literature designed for
      broker-dealers and registered investment advisors and providing
      information and answering any questions with regard to the Offering.
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      (c) Carey Financial shall assist the Company in enlisting broker-dealers
      and registered investment advisors to participate in the Offering as
      selected dealers.

      2. In consideration for providing the above services, Carey Financial
shall receive reimbursement for identified expenses incurred in connection with
its wholesaling activities described in Section 1 above, including but not
limited to: (a) travel and entertainment expenses; (b) the cost of compensation
paid to employees of Carey Financial in connection with wholesaling activities;
(c) expenses incurred in coordinating broker-dealer and registered investment
advisor seminars and meetings; and (d) wholesaling fees of one half percent and
wholesaling expense reimbursements paid to it or its Affiliates or other
entities.

      3. The Company shall, at the direction of Carey Financial, reimburse
directly all other entities for marketing and wholesaling expenses of the type
described in clauses (a), (b) and (c) of Section 2 hereof incurred directly by
those entities at the request of Carey Financial.

      4. Carey Financial shall adopt procedures which it, in its sole
discretion, deems adequate to monitor compliance with the limitation in Rule
2710 of the Conduct Rules of the NASD thereto on aggregate compensation to it
and all broker-dealers participating in the Offering. In no event will the
amounts paid hereunder, when combined with all other underwriting compensation
paid in connection with the offering, exceed 10% of Gross Offering Proceeds plus
0.5% for bona fide due diligence expenses.

      5. The Company hereby represents and warrants to Carey Financial that the
representations and warranties of it set forth in Section 2 of the Sales Agency
Agreement, dated the date hereof, between the Company and Carey Financial, as
Sales Agent (the "Sales Agency Agreement"), are true and correct in all
respects, and that such representations and warranties are hereby incorporated
by reference herein (together with all related definitions and cross-references)
as if set forth in full herein.

      6. The Company hereby covenants to Carey Financial that it will honor and
perform each of the covenants made by it in Section 4 of the Sales Agency
Agreement, and agrees that such covenants are incorporated by reference herein
(together with all related definitions and cross-references) as if set forth in
full herein.

      7. The term of this Agreement shall commence on the date hereof and shall
continue until such time as the Offering is completed. Notwithstanding the
foregoing, this Agreement may be terminated without the payment of any penalty
by either party upon not less than 60 days' notice in writing to the other
party, except for the payment to Carey Financial of unreimbursed expenses
incurred by it prior to the date of termination.

      8. Carey Financial may assign any of its rights or delegate the
performance of any of its obligations hereunder to its Affiliates or any other
entity, provided, however, that no such delegation shall relieve Carey Financial
of its obligations hereunder.
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      9. The parties hereto agree that they have not created a joint venture or
partnership relationship between them, that Carey Financial shall be deemed to
be an independent contractor and not for any purpose to be an employee of the
Company.

      10. This Agreement represents the entire agreement of the parties hereto
relating to the subject matter hereof and may not be amended, modified or
changed except in a writing signed by the parties hereto.

      11. Subject to the limitations on assignment contained herein, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

      12. This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within such state.

      13. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and all such
counterparts together shall constitute but one and the same instrument.

      14. Any provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                                        CORPORATE PROPERTY ASSOCIATES 15
                                        INCORPORATED


                                        By /s/ Anne R. Coolidge
                                           ---------------------------
                                               Anne R. Coolidge       ,
                                           ---------------------------
                                               President
                                           ---------------------------


                                        CAREY FINANCIAL CORPORATION


                                        By /s/ Louisa H. Quarto
                                           ---------------------------
                                               Louisa H. Quarto       ,
                                           ---------------------------
                                               First Vice President
                                           ---------------------------