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                                                                   EXHIBIT 10.71

                   DEED OF TRUST WITH CARDINAL PARAGON, INC.
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Texas Real Estate Forms 15-1                                     Deed of Trust


                                 Deed of Trust

                                     Terms

Date:     December 21, 2000

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

Grantor's Mailing Address:    c/o Wells Capital, Inc.
                              Attn: Mary Anna Raburn
                              6200 The Corners Parkway, Suite 250
                              Norcross, Gwinnett County, Georgia 30092

Trustee:                      REPUBLIC TITLE INSURANCE COMPANY, a Texas
                              corporation

Trustee's Mailing Address:    2626 Howell, 10/th/ Floor
                              Dallas, Dallas County, Texas 75204

Lender:                       CARDINAL PARAGON, INC., a Texas corporation

Lender's Mailing Address:     Attn: Mr. Gil J. Besing
                              8411 Preston Road, Suite 850
                              Dallas, Dallas County, Texas 75225

Note

     Date:     Dated as of the date hereof

     Original principal amount:     Three Million Dollars ($3,000,000.00)

     Borrower: WELLS OPERATING PARTNERSHIP, L.P.

     Lender:   CARDINAL PARAGON, INC.

     Maturity date: The earlier to occur of (i) the satisfaction in full of the
     obligations secured by the Prior Lien (as hereinafter defined), or (ii) the
     date that is six (6) months subsequent to the date hereof

Property (including any improvements):

          (a)  all that tract or parcel of land (the "Land") located in Houston,
     Harris County, Texas, being more particularly described on Exhibit A
                                                                ---------
     hereto; and
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Texas Real Estate Forms 15-1                                     Deed of Trust

            (b)  all rights, privileges, and easements appurtenant to the Land,
     including any water rights, mineral rights, reversions, or other
     appurtenances to said Land, if any, and all right, title, and interest of
     Grantor, if any, in and to any land lying in the bed of any street, road,
     alley, or right-of-way, open or proposed, adjacent to or abutting the Land;
     and

            (c)  all buildings, structures, and improvements situated on the
     Land, and other amenities located on the Land, and all apparatus, built-in
     appliances, equipment, pumps, machinery, plumbing, heating, air
     conditioning, electrical and other fixtures located on the Land and not
     owned by tenants of the building (all of which, but exclusive of property
     owned by tenants of the building, are herein collectively referred to as
     the "Improvements"); and

            (d)  all personal property, if any, of Grantor and located on or to
     be located on or in, or used in connection with, the Land and Improvements
     ("Personal Property"); and

            (e)  all of Grantor's right, title, and interest, as landlord or
     lessor, in and to all leases that affect the Land and Improvements; and

            (f)  all of Grantor's right, title, and interest in and to any
     intangible property relating to and reasonably required for the ownership
     and operation of the Property, including, without limitation, building
     plans and specifications with respect to the Improvements, licenses and
     entitlements (e.g. certificates of occupancy), soil reports, surveys,
     warranties, guarantees, utility contracts, permits and any other rights
     acquired by Grantor and related to the ownership of or use and operation of
     the Land, Personal Property, or Improvements, if any (herein, the
     "Intangible Property").

Prior Lien: Deed of Trust dated as of the date hereof by Grantor for the benefit
            of Guaranty Federal Bank, F.S.B., 8333 Douglas Avenue, Dallas,
            Dallas County, Texas 75225, Attention: John Fainter, recorded in the
            Office of the Harris County Clerk, Texas, immediately prior to the
            recording of this deed of trust, which Deed of Trust for the benefit
            of Guaranty Federal Bank, F.S.B. secures the original principal sum
            of Thirty-Five Million, Nine Hundred Thousand and 00/100 Dollars
            ($35,900,000.00)

Other Exceptions to Conveyance and Warranty: See list of Other Exceptions to
Conveyance and Warranty set forth on Exhibit B attached hereto and made a part
                                     ---------
hereof

For value received and to secure payment of the Note, Grantor conveys the
Property to Trustee in trust. Grantor warrants and agrees to defend the title to
the Property, subject to the Prior Lien and the Other Exceptions to Conveyance
and Warranty. On payment of the Note and all other amounts secured by this deed
of trust, this deed of trust will have no further effect, and Lender will
release it at Grantor's expense.

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Texas Real Estate Forms 15-1                                     Deed of Trust

Clauses and Covenants

A.   Grantor's Obligations

Grantor agrees to--

1.   keep the Property in good repair and condition;

2.   pay all taxes and assessments on the Property before delinquency;

3.   defend title to the Property subject to the Prior Lien and the Other
Exceptions to Conveyance and Warranty and preserve the lien's priority as it is
established in this deed of trust;

4.   maintain or cause to be maintained, in a form acceptable to Lender, but
subject to the rights of the holder of the Prior Lien, an insurance policy
that--

     a.   covers all improvements for their full insurable value as determined
when the policy is issued and renewed, unless Lender approves a smaller amount
in writing;

     b.   contains an 80 percent coinsurance clause;

     c.   provides fire and extended coverage, including windstorm coverage;

     d.   protects Lender with a standard mortgage clause;

     e.   provides flood insurance at any time the Property is in a flood hazard
area; and

     f.   contains such other coverage as Lender may reasonably require;

5.   comply at all times with the requirements of the 80 percent coinsurance
clause;

6.   deliver to Lender the certificate of insurance with respect to the
insurance policy that Grantor is required to maintain hereunder no later than on
the date of the deed of trust and deliver renewals to Lender at least fifteen
days before expiration;

7.   obey all laws, ordinances, and restrictive covenants applicable to the
Property;

8.   keep any buildings occupied as required by the insurance policy; and

9.   pay or cause to be paid the Prior Lien notes and abide by or cause to be
abided by all Prior Lien instruments.


B.   Lender's Rights

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Texas Real Estate Forms 15-1                                     Deed of Trust

1.   Lender may appoint in writing a substitute trustee, succeeding to all
rights and responsibilities of Trustee.

2.   If the proceeds of the Note are used to pay any debt secured by prior
liens, Lender is subrogated to all the rights and liens of the holders of any
debt so paid.

3.   If the holder of the Prior Lien applies any proceeds it receives under the
insurance policy to repair or replace damaged or destroyed improvements covered
by the policy, Lender shall do the same with any proceeds it receives under the
insurance policy.  Otherwise, but subject to the rights of the holder of the
Prior Lien, Lender may apply any proceeds received under the insurance policy
either to reduce the Note or to repair or replace damaged or destroyed
improvements covered by the policy. If the Property is Grantor's primary
residence and Lender reasonably determines that repairs to the improvements are
economically feasible, Lender will make the insurance proceeds available to
Grantor for repairs.

4.   Notwithstanding note terms to the contrary, and unless applicable law
prohibits, all payments received by Lender from Grantor under the Note or this
deed of trust may, at Lender's discretion, be applied first to amounts payable
under this deed of trust and then to amounts due and payable to Lender under the
Note, to be applied to late charges, principal, or interest in the order Lender
in its discretion determines.

5.   If Grantor fails to perform any of Grantor's obligations, Lender may,
subject to the rights of the holder of the Prior Lien, perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including
attorney's fees, plus interest on those amounts from the dates of payment at the
rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed
will be secured by this deed of trust.

6.   If there is a default on the Note after a grace period of five (5) days to
cure such default, or if Grantor fails to perform any of Grantor's obligations
after a grace period of ten (10) days to cure such default, except with respect
to uncured defaults under the Prior Lien and defaults with respect to Grantor's
obligation maintain, or cause to be maintained, an insurance policy as required
hereunder, for which no cure period is allowed, and the default continues after
any required notice of the default and the time allowed to cure, Lender may--

     a.   declare the unpaid principal balance and earned interest on the Note
immediately due;

     b.   direct Trustee to foreclose this lien, in which case Lender or
Lender's agent will cause notice of the foreclosure sale to be given as provided
by the Texas Property Code as then in effect; and

     c.   purchase the Property at any foreclosure sale by offering the highest
bid and then have the bid credited on the Note.

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Texas Real Estate Forms 15-1                                     Deed of Trust

7.   Lender may, subject to the rights of the holder of the Prior Lien, remedy
any default without waiving it and may waive any default without waiving any
prior or subsequent default.

8.   This deed of trust, and the lien of this deed of trust, are subject and
subordinate in all respects to the Prior Lien regardless of the order in which
the Prior Lien and this deed of trust are recorded.

C.   Trustee's Rights and Duties

If directed by Lender to foreclose this lien, Trustee will--

1.   either personally or by agent give notice of the foreclosure sale as
required by the Texas Property Code as then in effect;

2.   sell and convey all or part of the Property "AS IS" to the highest bidder
for cash with a general warranty binding Grantor, subject to the Prior Lien and
to the Other Exceptions to Conveyance and Warranty and without representation or
warranty, express or implied, by Trustee;

3.   from the proceeds of the sale, pay, in this order--

     a.   expenses of foreclosure, including a reasonable commission to Trustee;

     b.   to Lender, the full amount of principal, interest, attorney's fees,
          and other charges due and unpaid;

     c.   any amounts required by law to be paid before payment to Grantor; and

     d.   to Grantor, any balance; and

4.   be indemnified by Lender against all costs, expenses, and liabilities
incurred by Trustee for acting in the execution or enforcement of the trust
created by this deed of trust, which includes all court and other costs,
including attorney's fees, incurred by Trustee in defense of any action or
proceeding taken against Trustee in that capacity.

D.   General Provisions

1.   If any of the Property is sold under this deed of trust, Grantor must
immediately surrender possession, subject to the leases affecting the Property
then in existence, to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for
forcible detainer.

2.   Recitals in any trustee's deed conveying the Property will be presumed to
be true.

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Texas Real Estate Forms 15-1                                     Deed of Trust

3.   Proceeding under this deed of trust, filing suit for foreclosure, or
pursuing any other remedy will not constitute an election of remedies.

4.   This lien will remain superior to liens later created even if the time of
payment of all or part of the Note is extended or part of the Property is
released.

5.   If any portion of the Note cannot be lawfully secured by this deed of
trust, payments will be applied first to discharge that portion.

6.   Subject to the rights of the holder of the Prior Lien, Grantor assigns to
Lender all amounts payable to or received by Borrower from condemnation of all
or part of the Property, from private sale in lieu of condemnation, and from
damages caused by public works or construction on or near the Property. After
deducting any expenses incurred, including attorney's fees and court and other
costs, but subject to the rights of the holder of the Prior Lien, Lender will
either release any remaining amounts to Grantor or apply such amounts to reduce
the Note. Lender will not be liable for failure to collect or to exercise
diligence in collecting any such amounts. Grantor will immediately give Lender
notice of any actual or threatened proceedings for condemnation of all or part
of the Property.

7.   Subject to the rights of the holder of the Prior Lien, Grantor assigns to
Lender absolutely, not only as collateral, all present and future rent and other
income and receipts from the Property. Grantor warrants the validity and
enforceability of the assignment.  Subject to the rights of the holder of the
Prior Lien, Grantor may as Lender's licensee collect rent and other income and
receipts as long as Grantor is not in default under the Note or this deed of
trust. Subject to the rights of the holder of the Prior Lien, Grantor will apply
all rent and other income and receipts to payment of the Note and performance of
this deed of trust, but if the rent and other income and receipts exceed the
amount due under the Note and deed of trust, Grantor may retain the excess. If
Grantor defaults in payment of the Note or performance of this deed of trust,
Lender may terminate Grantor's license to collect rent and other income and,
subject to the rights of the holder of the Prior Lien, then as Grantor's agent
may rent the Property and collect all rent and other income and receipts. Lender
neither has nor assumes any obligations as lessor or landlord with respect to
any occupant of the Property. Subject to the rights of the holder of the Prior
Lien, Lender may exercise Lender's rights and remedies under this paragraph
without taking possession of the Property. Lender will apply all rent and other
income and receipts collected under this paragraph first to expenses incurred in
exercising Lender's rights and remedies and then to Grantor's obligations under
the Note and this deed of trust in the order determined by Lender. Lender is not
required to act under this paragraph, and acting under this paragraph does not
waive any of Lender's other rights or remedies. If Grantor becomes a voluntary
or involuntary debtor in bankruptcy, Lender's filing a proof of claim in
bankruptcy will be deemed, subject to the rights of the holder of the Prior
Lien, equivalent to the appointment of a receiver under Texas law.

8.   Interest on the debt secured by this deed of trust will not exceed the
maximum amount of nonusurious interest that may be contracted for, taken,
reserved, charged, or received under law. Any interest in excess of that maximum
amount will be credited on the principal of the debt or, if

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Texas Real Estate Forms 15-1                                     Deed of Trust

that has been paid, refunded. On any acceleration or required or permitted
prepayment, any such excess will be canceled automatically as of the
acceleration or prepayment or, if already paid, credited on the principal of the
debt or, if the principal of the debt has been paid, refunded. This provision
overrides any conflicting provisions in this and all other instruments
concerning the debt.

9.   In no event may this deed of trust secure payment of any debt subject to
chapters 342, 343, 345, or 346 of the Texas Finance Code or create a lien
otherwise prohibited by law.

10.  When the context requires, singular nouns and pronouns include the plural.

11.  The term Note includes all extensions and renewals of the Note and all
amounts secured by this deed of trust.

12.  This deed of trust binds, benefits, and may be enforced by the successors
in interest of all parties.

13.  If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.

14.  Grantor and each surety, endorser, and guarantor of the Note waive all
demand for payment, presentation for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, protest, and notice of protest, to
the extent permitted by law.

15.  Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this deed of trust if this
deed of trust is placed in the hands of an attorney for enforcement.

16.  If any provision of this deed of trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be
affected.

17.  Grantor represents that this deed of trust and the Note are given for the
following purposes: as partial purchase money financing from Lender, as seller,
to Grantor, as purchaser, for the purchase of the Property.


                           [Signature Page Follows]

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Texas Real Estate Forms 15-1                                     Deed of Trust

          IN WITNESS WHEREOF, the undersigned Grantor has executed this deed of
trust as of the date first set forth above.

GRANTOR:

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

By:  WELLS REAL ESTATE INVESTMENT TRUST, Inc.,
     a Maryland corporation, its general partner

     By: /s/ Douglas P. Williams
         ----------------------------------------------
     Printed Name: Douglas P. Williams
     Title: Executive Vice President



STATE OF GEORGIA    )
                    )        s.s.:
COUNTY OF GWINNETT  )


          On the 19/th/ day of December, 2000, before me personally came Douglas
P. Williams, who, being personally known to me or satisfactorily proved to me to
be such person, and being duly sworn by me, did depose and say that (s)he is the
Executive VP of the Wells Real Estate Investment Trust, Inc., a Maryland
corporation, which is a general partner of Wells Operating Partnership, L.P., a
Delaware limited partnership, the partnership which executed the foregoing
instrument; and that (s)he executed the foregoing instrument on behalf of such
corporation, in its capacity of general partner of such limited partnership, as
the act and deed of such limited partnership; and that (s)he was duly authorized
to execute the foregoing instrument as set forth above.

                                        /s/ W. L. O'Callaghan
                                        -------------------------------------
                                        Name:
                                        Notary Public of the State of Georgia

                                        My commission expires _______________
                                                                         [STAMP]

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Texas Real Estate Forms 15-1                                     Deed of Trust

                                   EXHIBIT A
                                   ---------

                           LEGAL DESCRIPTION OF LAND

Reserve "I", in Block 6 of Partial Replat of Enclave, a subdivision in Harris
County, Texas, according to the map or plat thereof recorded in Volume 328 Page
13 of the Map Records of Harris County, Texas.

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                                   EXHIBIT "B"

1.   Restrictions recorded in Volume 328 Page 13 of the Map Records of Harris
     County, Texas.  Restrictions filed for record under Clerk's File Nos. J
     469311, M 463582 and P 007809, P684693, R369841 and T092402 of the Official
     Public Records of Real Property of Harris County, Texas.

2.   An easement 10 feet wide along the most northerly west property line and
     the most southerly west property line, and an aerial easement 5 feet wide
     from a plane 20 feet above the ground upward located adjacent thereto, for
     the use of public utilities, as reflected by the plat recorded in Volume
     328 Page 13 of the Map Records of Harris County, Texas.

3.   An easement 10 feet wide along the most westerly south property line and an
     aerial easement 5 feet wide from a plane 20 feet above the ground upward
     located adjacent thereto, for the use of public utilities, as reflected by
     the plat recorded in Volume 328 Page 13 of the Map Records of Harris
     County, Texas.

4.   Water line easement 10 feet wide at its widest point along a portion of the
     northerly property line beginning at its northwest corner and extending
     east approximately 150 feet, as shown on the plat recorded in Volume 328
     Page 13 of the Map Records of Harris County, Texas.

5.   An easement 5 feet wide along the east property line for sanitary sewer
     purposes as shown on the plat recorded in Volume 328 Page 13 of the Map
     Records of Harris County, Texas.  Consent to encroachment of driveway and
     sidewalk into above easement as set out in instrument recorded under Harris
     County Clerk's File No. PO11968.

6.   An additional unobstructed aerial easement 11 feet 6 inches wide, beginning
     at a plane of 16 feet above the ground and extending upward, located
     adjacent to and adjoining the 10 foot wide dedicated utility easement
     located along the west property lines and the most westerly south property
     line, granted to Houston Lighting & Power Company by instrument dated
     November 14, 1984, filed for record under Clerk's File No. J 853626 of the
     Official Public Records of Real Property of Harris County, Texas.

7.   Location of guy wire outside utility easement as shown on survey prepared
     by Sander Engineering Corporation dated December 1992 and last revised
     December 17, 1992.  This guy wire is also set our in deed filed for record
     under Clerk's File No. M 677551 of the Official Public Records of Real
     Property of Harris County, Texas.

8.   Building set back line of 25 feet along the most southerly property line,
     as set out on plat of Enclave recorded in Volume 328 Page 13 of the Map
     Records of Harris County, Texas.
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9.   Building set back line of 10 feet along north and east property lines as
     set out on plat of Enclave recorded in Volume 328 Page 13 of the Map
     Records of Harris County, Texas.

10.  Annual Maintenance Charge and Special Assessments payable to Enclave
     Environmental Association, Inc. as set forth in instrument filed for record
     under Clerk's File No. J 469311 of the Official Public Records of Real
     Property of Harris County, Texas, and additional secured by a vendor's lien
     as set forth therein.

11.  A Houston Lighting and Power Company easement 10 feet in width, together
     with an unobstructed aerial easement located on both sides of and adjacent
     to the aforesaid easement, being 10 feet wide from a plane 16 feet above
     the ground upward and being more particularly set out and described in
     instrument recorded under Harris County Clerk's File No. P467137.

12.  A Houston Lighting and Power Company easement, being 9 feet by 12 feet and
     15 feet by 20 feet as set out in instrument recorded under Harris County
     clerk's file No. P467137.

13.  Water meter easement 10 feet by 20 feet located in the most southerly
     southwest portion of subject property as set out in instrument recorded
     under Harris County Clerk's File No. P735630.

14.  Visible and apparent easements and rights-of-way which may be evidenced by
     a current survey or disclosed by physical inspection of the property.
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Texas Real Estate Forms 15-1                                     Deed of Trust

                                   EXHIBIT B
                                   ---------


                  OTHER EXCEPTIONS TO CONVEYANCE AND WARRANTY

1. Lease dated July 20, 1998, by and between Enclave Parkway Realty, Inc., as
   landlord, and Sysco Corp.

2. Lease dated on or about date hereof by and between Grantor, as landlord,
   and Stone & Webster, Inc., as tenant.