Form of Dealer Manager Agreement



 Exhibit 4.1 
  
 FORM OF DEALER MANAGER AGREEMENT 
  
 WELLS REAL ESTATE INVESTMENT TRUST II, INC. 
  
 Up to 
 600,000,000 Shares of Common
Stock 
 ($6,000,000,000) 
  
 DEALER MANAGER AGREEMENT 
  
                             , 2003 
  
 Wells Investment Securities, Inc. 
 6200 The Corners Parkway 
 Suite 250 
 Atlanta, Georgia 30092 
  
 Ladies and Gentlemen: 
  
 Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the
“Company”), is registering for public sale a maximum of 600,000,000 shares of its common stock, $.01 par value per share (the “Shares” or the “Stock”) to be issued and sold (the “Offering”) for an aggregate
purchase price of $6,000,000,000 (600,000,000 shares to be offered to the public, including 60,000,000 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 600,000,000 shares. 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                     , 2003. 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. 
  

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 1.8 The Company has full legal right, power and authority to enter into this Agreement and to perform the
transactions contemplated hereby, 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. 
  
 1.9 At the time of the issuance of the Shares, the Shares will have been duly
authorized and validly issued, and upon payment therefor, will be fully paid and nonassessable and will conform to the description thereof contained in the Prospectus. 
  
 2. Covenants of the Company. 
  

The Company covenants and agrees with the Dealer Manager that: 
  

2.1 It will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement,
including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in
connection with the offering of the Shares of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed sales literature or other materials (provided that
the use of said sales literature and other materials has been first approved for use by the Company and all appropriate regulatory agencies). 
  
 2.2 It will furnish such proper information and execute and file such documents as may be necessary for the Company to qualify the Shares for offer and
sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and will file and make in each year such statements and reports as may be required. The Company will furnish to the Dealer Manager a copy of such
papers filed by the Company in connection with any such qualification. 
  
 2.3 It will: (a) use its best efforts to cause the Registration Statement to become effective; (b) furnish copies of any proposed amendment or supplement of the Registration Statement or Prospectus to the Dealer Manager; (c) file every
amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC; and (d) if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, it will use its best
efforts to obtain the lifting of such order at the earliest possible time. 
  
 2.4 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of either the Company or the Dealer Manager, the Prospectus or any other
prospectus then in effect would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Company will
promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will 
  

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 effect the preparation of an amended or supplemental prospectus which will correct such statement or omission. The
Company will then promptly prepare such amended or supplemental prospectus or prospectuses as may be necessary to comply with the requirements of Section 10 of the Securities Act. 
  
 3. Obligations and Compensation of Dealer Manager. 
  
 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for
cash up to a maximum of 600,000,000 Shares through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. (NASD). The Dealer Manager may also sell Shares for cash directly to its own clients and customers
at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions. The
Dealer Manager represents to the Company that it is a member of the NASD and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. 
  
 The Dealer Manager agrees to be bound by the terms of the Escrow Agreement
executed as of                     , 2003 by Bank of America, as escrow agent, the Dealer Manager and the Company, a copy of which is
enclosed. 
  
 3.2 Promptly after the effective date of the
Registration Statement, the Dealer Manager and the Dealers shall commence the offering of the Shares for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted.
The Dealer Manager and the Dealers will suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. 
  
 3.3 Except as provided in the “Plan of Distribution” section of the
Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in the amount of 7% of the gross proceeds of the Shares sold. Notwithstanding the foregoing,
no commissions, payments or amount whatsoever will be paid to the Dealer Manager under this Section 3.3 unless or until 250,000 Shares have been sold by the Dealer Manager and its Dealers (the “Minimum Offering”), or in connection with
commissions payable with respect to sales made to residents of the States of New York and Pennsylvania, until 250,000 Shares (from all sources), have been sold. Until the Minimum Offering is obtained, investments will be held in escrow and, if the
Minimum Offering is not obtained, will be returned to the investors in accordance with the Prospectus. The Company will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive
responsibility of the Dealer Manager for payment of commissions to Dealers. Notwithstanding the above, at its discretion, the Company may act as agent of the Dealer Manager by making direct payment of commissions to such Dealers without incurring
any liability therefor. 
  

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 3.4 The Dealer Manager represents and warrants to the Company and each person and firm that signs the
Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any
preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading. 
  
 3.5 The Dealer Manager represents and warrants to
the Company that it will not represent or imply that the escrow holder, as identified in the Prospectus, has investigated the desirability or advisability of investment in the Company, or has approved, endorsed or passed upon the merits of the
Shares or the Company, nor will they use the name of said escrow holder in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgement thus it has agreed to serve as escrow holder. 
  
 4. Indemnification. 
  
 4.1 The Company will indemnify and hold harmless the Dealers and the Dealer
Manager, their officers and directors and each person, if any, who controls such Dealer or Dealer Manager within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which
such Dealers or Dealer Manager, their officers and directors, or such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in any Registration Statement (including the Prospectus as a part thereof) or any post-effective amendment thereto or in the Prospectus or any
amendment or supplement to the Prospectus or (ii) in any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Shares for sale under the securities laws of any
jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”), or (b) the omission or alleged
omission to state in the Registration Statement (including the Prospectus as a part thereof) or any post-effective amendment thereof or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements
therein not misleading, or (c) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of the Registration Statement, or in the Prospectus or any amendment or
supplement to the Prospectus or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading, and will reimburse each Dealer or Dealer Manager, its officers and directors and each such controlling person, for any legal or other expenses reasonably incurred by such Dealer or Dealer Manager, its officers and directors and each such
controlling person, in connection with investigating 
  

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 or defending such loss, claim, damage, liability or action; provided that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished
(x) to the Company by the Dealer Manager or (y) to the Company or the Dealer Manager by or on behalf of any Dealer specifically for use in the preparation of the Registration Statement or any such post-effective amendment thereof, any such Blue Sky
Application or any such preliminary prospectus or the Prospectus or any such amendment thereof or supplement thereto; and further provided that the Company will not be liable in any such case if it is determined that such Dealer or the Dealer
Manager was at fault in connection with the loss, claim, damage, liability or action. 
  
 4.2 The Dealer Manager will indemnify and hold harmless the Company and each person or firm which has signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (a) any untrue statement of a material fact contained (i) in the Registration Statement (including the Prospectus as a part thereof) or any post-effective amendment thereof or (ii) any Blue Sky
Application, or (b) the omission to state in the Registration Statement (including the Prospectus as a part thereof) or any post-effective amendment thereof or in any Blue Sky Application a material fact required to be stated therein or necessary to
make the statements therein not misleading, or (c) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of the Registration Statement, or in the Prospectus,
or in any amendment or supplement to the Prospectus or the omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not
misleading in each case to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically
for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments thereof or any such Blue Sky Application or any such preliminary prospectus or the Prospectus or any such amendment
thereof or supplement thereto, or (d) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Shares by the Dealer Manager and will reimburse the aforesaid parties, in connection with investigation or
defending such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have. 
  
 4.3 Each Dealer severally will indemnify and hold harmless the Company, the Dealer Manager and each of their directors
(including any persons named in any of the Registration Statements with his consent, as about to become a director), each of their officers who has signed any of the Registration Statements and each person, if any, who controls the Company and the
Dealer Manager within the meaning of Section 15 of the 
  

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 Securities Act from and against any losses, claims, damages or liabilities to which the Company, the Dealer Manager, any
such director or officer, or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement
or alleged untrue statement of a material fact contained (i) in the Registration Statement (including the Prospectus as a part thereof) or any post-effective amendment thereof or (ii) in any Blue Sky Application, or (b) the omission or alleged
omission to state in the Registration Statement (including the Prospectus as a part thereof or any post-effective amendment thereof or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements
therein not misleading, or (c) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of the Registration Statement, or in the Prospectus, or in any amendment
or supplement to the Prospectus or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company
or the Dealer Manager by or on behalf of such Dealer specifically for use with reference to such Dealer in the preparation of the Registration Statement or any such post-effective amendments thereof or any such Blue Sky Application or any such
preliminary prospectus or the Prospectus or any such amendment thereof or supplement thereto, or (d) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Shares by such Dealer or Dealer’s
representations or agents in violation of Section VII of the Selected Dealer Agreement or otherwise. Each such Dealer will reimburse the Company and the Dealer Manager and any such directors or officers, or controlling person, in connection with
investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which such Dealer may otherwise have. 
  
 4.4 Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4, notify in writing the indemnifying party of the commencement thereof and the omission so to notify the indemnifying party will
relieve it from any liability under this Section 4 as to the particular item for which indemnification is then being sought, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense
thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 4.5) incurred by such indemnified party in
defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be
liable to any such 
  

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 indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying
party. 
  
 4.5 The indemnifying party shall pay all legal fees and
expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims
arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or
brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is
finally brought; and in the event a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record
representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by
another law firm. 
  
 4.6 The indemnity agreements contained in
this Section 4 shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of any Dealer, or any person controlling any Dealer or by or on behalf of the Company, the Dealer Manager or any officer or
director thereof, or by or on behalf of the Company or the Dealer Manager, (b) delivery of any Shares and payment therefor, and (c) any termination of this Agreement. A successor of any Dealer or of any of the parties to this Agreement, as the case
may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 4. 
  
 5. Survival of Provisions. 
  
 The respective agreements, representations and warranties of the Company and the Dealer Manager set forth in this Agreement shall remain operative and in
full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Company or
any person controlling the Company, and (c) the acceptance of any payment for the Shares. 
  
 6. Applicable Law. 
  
 This
Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of Georgia; provided however, that causes of action for violations of federal or state securities laws shall not
be governed by this Section. 
  

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 7. Counterparts. 
  
 This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an
original contract, but all counterparts, when taken together, shall constitute one and the same Agreement. 
  
 8. Successors and Amendment. 
  
 8.1 This Agreement shall inure to the benefit of and be binding upon the Dealer Manager and the Company and their respective successors. Nothing in this
Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein. This Agreement shall inure to the benefit of the Dealers to the extent set forth in Sections 1 and
4 hereof. 
  
 8.2 This Agreement may be amended by the written
agreement of the Dealer Manager and the Company. 
  
 9.
Term. 
  
 Any party to this Agreement shall have the right
to terminate this Agreement on 60 days’ written notice. 
  
 10. Confirmation. 
  
 The Company hereby agrees
and assumes the duty to confirm on its behalf and on behalf of dealers or brokers who sell the Shares all orders for purchase of Shares accepted by the Company. Such confirmations will comply with the rules of the SEC and the NASD, and will comply
with applicable laws of such other jurisdictions to the extent the Company is advised of such laws in writing by the Dealer Manager. 
  
 11. Suitability of Investors. 
  
 The Dealer Manager will offer Shares, and in its agreements with Dealers will require that the Dealers offer Shares, only to persons who meet the
financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or
that such qualification is not required. In offering Shares, the Dealer Manager will, and in its agreements with Dealers, the Dealer Manager will require that the Dealer comply with the provisions of all applicable rules and regulations relating to
suitability of investors, including without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. 
  

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 12. Submission of Orders. 
  
 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable
to an escrow agent for the Company, whenever appropriate, or the Company after the Minimum Offering has been achieved. The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly
to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods
described in this Section 12. Transmittal of received investor funds will be made in accordance with the following procedures. 
  
 12.2 Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which
subscription documents and checks are received from subscribers, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to an escrow agent, where appropriate, or to
the Company after the Minimum Offering has been achieved. 
  
 12.3
Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office
of the Dealer conducting such final internal supervisory review (the “Final Review Offices”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks in
care of the Dealer Manager for deposit to an escrow agent, where appropriate, or the Company, after the Minimum Offering has been achieved. 
  
 12.4 Where the Dealer Manager is involved in the distribution process, checks will be transmitted by the Dealer Manager for deposit to an escrow agent,
where appropriate, or the Company, after the Minimum Offering has been achieved as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. Checks of rejected subscribers will be promptly
returned to such subscribers. 
  
 [Remainder of this page was
intentionally left blank.] 
  

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 If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the
space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written. 
  

	Very truly yours,
	 
	 WELLS REAL ESTATE
 INVESTMENT TRUST II, INC.

		
	 By:
	 	

	 	 	 Leo F. Wells, III
 President



  
  
 Accepted and agreed as of the 
 date first above written. 
  
 WELLS INVESTMENT SECURITIES, INC. 
  

		
	 By:
	 	

	 	 	 Leo F. Wells, III
 President


  

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 EXHIBIT A 
  
 WELLS REAL ESTATE INVESTMENT TRUST II, INC. 
  
 Up to 
 600,000,000 Shares of Common Stock 
 ($6,000,000,000) 
  
 FORM OF SELECTED DEALER AGREEMENT 
  
 Ladies and Gentlemen: 
  
 Wells Investment Securities, Inc., as the dealer manager (“Dealer Manager”) for Wells Real Estate Investment Trust
II, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms: 
  
 I. Dealer Manager Agreement 
  
 The Dealer Manager and the Company have entered into that certain Dealer
Manager Agreement dated                         , 2003, in the form attached hereto as Exhibit A. By your acceptance of
this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager and will be entitled and subject to the indemnification provisions contained in such Dealer Manager Agreement,
including specifically the provisions of such Dealer Manager Agreement (Section 4.3) wherein each Dealer severally agrees to indemnify and hold harmless the Company, the Dealer Manager and each officer and director thereof, and each person, if any,
who controls the Company and the Dealer Manager within the meaning of the Securities Act of 1933, as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Dealer Manager
Agreement. The Shares are offered solely through broker-dealers who are members of the National Association of Securities Dealers, Inc. (“NASD”). 
  
 Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement
shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their
behalf except as set forth in the Prospectus and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). 
  
 II. Submission of Orders 
  
 Those persons who purchase Shares will be instructed by the Dealer to make
their checks payable to an escrow agent for the Company, whenever appropriate, or the 







 Company after 250,000 Shares have been sold by the Dealer Manager and its Dealers (the “Minimum Offering”). Any
Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the
foregoing instructions shall be transmitted for deposit pursuant to one of the methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: 
  
 Where, pursuant to the Dealer’s internal supervisory procedures,
internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by
the Dealer for deposit to an escrow agent for the Company, whenever appropriate, or the Company after the Minimum Offering has been achieved. 
  
 Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks
will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the
end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to an escrow agent for the Company, whenever appropriate, or the Company after the Minimum Offering has been achieved. 
  
 III. Pricing 
  
 Shares shall be offered to the public at the offering price of $10.00 per Share payable in cash. Except as otherwise
indicated in the Prospectus or in any letter or memorandum sent to the Dealer by the Company or Dealer Manager, a minimum initial purchase of 100 Shares is required. Except as otherwise indicated in the Prospectus, additional investments may be made
in cash in minimal increments of at least 2.5 Shares. The Shares are nonassessable. Dealer hereby agrees to place any order for the full purchase price. 
  
 IV. Dealers’ Commissions 
  
 Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s selling
commission applicable to the total public offering price of Shares sold by Dealer which it is authorized to sell hereunder is 7% of the gross proceeds of Shares sold by it and accepted and confirmed by the Company, which commission will be paid by
the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter
distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable 
  

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 associated therewith, and the Dealer hereby waives any and all rights to receive payment of commissions due until such
time as the Dealer Manager is in receipt of the commission from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may, in its sole discretion, reallow out of its dealer manager fee a marketing fee and due diligence expense
reimbursement of up to 1.5% of the gross proceeds of Shares sold by Dealers participating in the offering of Shares as marketing fees or to reimburse representatives of such Dealers the costs and expenses of attending educational conferences and
seminars conducted by the Company or the Dealer Manager. 
  
 The
parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the offering is
limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

  
 V. Payment 
  
 Payments of selling commissions will be made by the Dealer Manager (or by the
Company as provided in the Dealer Manager Agreement) to Dealer within 30 days of the receipt by the Dealer Manager of the gross commission payments from the Company. 
  
 VI. Right to Reject Orders or Cancel Sales 
  
 All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by
the Company, which reserves the right to reject any order. Orders not accompanied by a Subscription Agreement Signature Page and the required check in payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only
after actual receipt of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares within 15
days of sale, the Company reserves the right to cancel the sale without notice. In the event an order is rejected, canceled or rescinded for any reason, the Dealer agrees to return to the Dealer Manager any commission theretofore paid with respect
to such order. 
  
 VII. Prospectus and Supplemental Information

  
 Dealer is not authorized or permitted to give, and will not
give, any information or make any representation concerning the Shares except as set forth in the Prospectus and supplemental information. The Dealer Manager will supply Dealer with reasonable quantities of the Prospectus, any supplements thereto
and any amended Prospectus, as well as any supplemental information, for delivery to investors, and Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior
to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give 
  

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 any supplements thereto and any amended Prospectus to that investor unless it has previously sent or given a Prospectus
and all supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all supplements thereto and any amended Prospectus with such supplemental information. Dealer agrees that it will not show
or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with
the sale of Shares to members of the public. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another Company supplied to it by the Company or the Dealer Manager bearing a
legend which states that such material may not be used in connection with the offer or sale of any securities other than the Company to which it relates. Dealer further agrees that it will not use in connection with the offer or sale of Shares any
materials or writings which have not been previously approved by the Dealer Manager. Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any
previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934. Regardless
of the termination of this Agreement, Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Securities Exchange
Act of 1934. On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. 
  
 VIII. License and Association Membership 
  
 Dealer’s acceptance of this Agreement constitutes a representation to
the Company and the Dealer Manager that Dealer is a properly registered or licensed broker-dealer, duly authorized to sell Shares under Federal and state securities laws and regulations and in all states where it offers or sells Shares, and that it
is a member in good standing of the NASD. This Agreement shall automatically terminate if the Dealer ceases to be a member in good standing of such association, or in the case of a foreign dealer, so to conform. Dealer agrees to notify the Dealer
Manager immediately if Dealer ceases to be a member in good standing, or in the case of a foreign dealer, so to conform. The Dealer Manager hereby agrees to abide by the Rules of Fair Practice of the NASD and to comply with Rules 2730, 2740, 2420
and 2750 of the NASD Conduct Rules. 
  
 X. Anti-Money Laundering
Compliance Programs 
  
 Dealer’s acceptance of this Agreement
constitutes a representation to the Company and the Dealer Manager that Dealer has established and implemented anti-money laundering compliance programs in accordance with proposed NASD Rule 3011 and Section 352 of the Money Laundering Abatement Act
reasonably expected to detect and cause the reporting of suspicious transactions in connection with the sale of Shares of the Company. 
  

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 X. Limitation of Offer 
  
 Dealer will offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any
suitability letter or memorandum sent to it by the Company or the Dealer Manager and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required.
In offering Shares, Dealer will comply with the provisions of the Rules of Fair Practice set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the
provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. 
  
 XI. Termination 
  
 Dealer will suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer
and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice. Such termination shall be effective 48 hours after the mailing of such notice. This Agreement and
the exhibits hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto. 
  
 This Agreement may be amended at any time by the Dealer Manager by written notice to the Dealer, and any such amendment shall be deemed accepted by Dealer
upon placing an order for sale of Shares after he has received such notice. 
  
 XII. Privacy Laws 
  
 The Dealer
Manager and Dealer (each referred to individually in this section as “party”) agree as follows: 
  
 A. Each party agrees to abide by and comply with (i) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”),
(ii) the privacy standards and requirements of any other applicable Federal or state law, and (iii) its own internal privacy policies and procedures, each as may be amended from time to time. 
  
 B. Each party agrees to refrain from the use or disclosure of nonpublic
personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and 
  
 C. Each party shall be responsible for determining which customers have opted
out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) as provided by each to identify customers that have exercised their opt-out rights. In
the event either party uses or 
  

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 discloses nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise
required by applicable law, that party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that each is prohibited from using or disclosing any nonpublic personal
information of any customer that is identified on the List as having opted out of such disclosures. 
  
 XIII. Notice 
  
 All notices will be in writing and will be duly given to the Dealer Manager when mailed to 6200 The Corners Parkway, Suite 250, Atlanta, Georgia 30092,
and to Dealer when mailed to the address specified by Dealer herein. 
  
 XIV. Attorney’s Fees and Applicable Law 
  
 In any
action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement shall be construed under the laws of the State of Georgia and
shall take effect when signed by Dealer and countersigned by the Dealer Manager. 
  

	 THE DEALER MANAGER:

	
	WELLS INVESTMENT SECURITIES, INC.
		
	 By:
	 	

	 	 	 Leo F. Wells, III
 President



  
 Attest: 
  

		
	 By:
	 	

	Name:	 	

	Title:	 	


  
 We have read the foregoing Agreement
and we hereby accept and agree to the terms and conditions therein set forth. We hereby represent that the list below of jurisdictions in which we are registered or licensed as a broker or dealer and are fully authorized to sell securities is true
and correct, and we agree to advise you of any change in such list during the term of this Agreement. 
  
 1. Identity of Dealer: 
  
 Name:                                     
                                        
                                        
                                        
                                        
                                        
        
  

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	 Type of
 entity:                                     
                                        
                                        
                                        
                                        
                                      
         (to be completed by Dealer) (corporation, partnership or proprietorship)

	 
	 Organized in the State of:
                                        
                                        
                                        
                                        
                                     
             (to be completed by
Dealer)             (State)

	 
	 Licensed as broker-dealer in the following
 States:                                     
                                        
                                        
                                        
                                        
                                      
             (to be completed by Dealer)

	 
	Tax I.D.
#:                                       
                                        
                                        
                                        
                                        
                           
	 
	2. Person to receive notice pursuant to Section XI.
	 
	Name:                                     
                                        
                                        
                                        
                                        
                                      
	 
	Company:                                     
                                        
                                        
                                        
                                        
                               
	 
	Address:                                     
                                        
                                        
                                        
                                        
                                  
	 
	City, State and Zip
Code:                                       
                                        
                                        
                                        
                                       
 
	 
	Telephone No.:
(    )                                  
                                        
                                        
                                        
                                        
               
	 
	Telefax No.:
(        )                              
                                        
                                        
                                        
                                        
                    

  

	
	 AGREED TO AND ACCEPTED BY THE DEALER:

	
	
 (Dealer’s Firm Name)

	 


	 By:
	 	

	 	 	Signature
		
	Title	 	


  

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