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                                 EXHIBIT 10.2

               FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENT
                 BETWEEN WELLS REAL ESTATE FUND XIII, L.P. AND
                        WELLS MANAGEMENT COMPANY, INC.
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                   PROPERTY MANAGEMENT AND LEASING AGREEMENT
                   -----------------------------------------

     THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT ("Management Agreement") is
made and entered into as of the ___ day of March, 2001, by and between WELLS
REAL ESTATE FUND XIII, L.P., a Georgia limited partnership ("Owner"), and WELLS
MANAGEMENT COMPANY, INC., a Georgia corporation with offices in Norcross,
Georgia ("Manager").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, the Owner was organized to acquire, own, operate, lease and manage
real estate properties; and

     WHEREAS, Owner intends to raise money from the sale of its limited
partnership interests to be used, net of payment of certain offering costs and
expenses, for investment in the acquisition or construction of income-producing
real estate to be acquired and held by Owner, either directly or in a joint
venture with one or more affiliates; and

     WHEREAS, Owner intends to retain Manager to manage and coordinate the
leasing of the real estate properties acquired by Owner under the terms and
conditions set forth in this Management Agreement; and

     WHEREAS, Owner and Manager are entering into this Management Agreement to
establish the terms and conditions for Managers Services.

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, do
hereby agree, as follows:

                                   ARTICLE I.
                                  DEFINITIONS

     Except as otherwise specified or as the context may otherwise require, the
following terms have the respective meanings set forth below for all purposes of
this Management Agreement, and the definitions of such terms are equally
applicable both to the singular and plural forms thereof:

     1.1  "Gross Revenues" means all amounts actually collected as rents or
other charges for the use and occupancy of the Properties, but shall exclude
interest and other investment income of Owner and proceeds received by Owner for
a sale, exchange, condemnation, eminent domain taking, casualty or other
disposition of assets of Owner.

     1.2  "Improvements" means buildings, structures, equipment from time to
time located on the Properties and all parking and common areas located on the
Properties.

     1.3  "Lease" means, unless the context otherwise requires, any lease or
sublease made by Owner as landlord or by its predecessor.

     1.4  "Management Fees" has the meaning set forth in Section 4.1 hereof.

     1.5  "Properties" means all real estate properties owned by Owner, either
directly or in a joint venture with one or more affiliates, and all tracts as
yet unspecified but to be acquired by Owner or any such
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joint venture containing income-producing improvements or on which Owner or any
such joint venture will construct income-producing improvements.

                                  ARTICLE II.
               APPOINTMENT OF MANAGER; SERVICES TO BE PERFORMED

     2.1  Appointment of Manager.  Owner hereby engages and retains Manager as
          ----------------------
the sole and exclusive manager and as tenant coordinating agent of the
Properties and Manager hereby accepts such appointment on the terms and
conditions hereinafter set forth, it being understood that this Management
Agreement shall cause Manager to be, at law, Owner's agent upon the terms
contained herein.

     2.2  General Duties.  Manager shall devote its best efforts to performing
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its duties hereunder to manage, operate, maintain and lease the Properties in a
diligent, careful and vigilant manner. The services of Manager are to be of
scope and quality not less than those generally performed by professional
property managers of other similar properties in the area. Manager shall make
available to Owner the full benefit of the judgment, experience and advice of
the members of Manager's organization and staff with respect to the policies to
be pursued by Owner relating to the operation and leasing of the Properties.

     2.3  Specific Duties.  Manager's duties include the following:
          ---------------

          (a)  Lease Obligations.  Manager shall perform all duties of the
               -----------------
landlord under all Leases insofar as such duties relate to operation,
maintenance, and day-to-day management.  Manager shall also provide or cause to
be provided, at Owner's expense, all services normally provided to tenants of
like premises, including where applicable and without limitation, gas,
electricity or other utilities required to be furnished to tenants under Leases,
normal repairs and maintenance, and cleaning, and janitorial service.  Manager
shall arrange for and supervise the performance of all installations and
improvements in space leased to any tenant which are either expressly required
under the terms of the lease of such space or which are customarily provided to
tenants.

          (b)  Maintenance.  Manager shall cause the Properties to be maintained
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in the same manner as similar properties in the area.  Manager's duties and
supervision in this respect shall include, without limitation, cleaning of the
interior and the exterior of the Improvements and the public common areas on the
Properties and the making and supervision of repair, alterations, and decoration
of the Improvements, subject to and in strict compliance with this Management
Agreement and the Leases.  Construction activities undertaken by the Manager, if
any, will be limited to activities related to the management, operation,
maintenance, and leasing of the Property (e.g., repairs, renovations, and
leasehold improvements).

          (c)  Leasing Functions.  Manager shall coordinate the leasing of the
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Properties and shall negotiate and use its best efforts to secure executed
Leases from qualified tenants, and to execute same on behalf of Owner, if
requested, for available space in the Properties, such Leases to be in form and
on terms approved by Owner and Manager, and to bring about complete leasing of
the Properties.  Manager shall be responsible for the hiring of all leasing
agents, as necessary for the leasing of the Properties, and to otherwise oversee
and manage the leasing process on behalf of the Owner.

          (d)  Notice of Violations.  Manager shall forward to Owner promptly
               --------------------
upon receipt all notices of violation or other notices from any governmental
authority, and board of fire underwriters or any insurance company, and shall
make such recommendations regarding compliance with such notice as shall be
appropriate.

          (e)  Personnel.  Any personnel hired by Manager to maintain, operate
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and lease the Property shall be the employees or independent contractors of
Manager and not of the Owner. Manager

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shall use due care in the selection and supervision of such employees or
independent contractors. Manager shall be responsible for the preparation of and
shall timely file all payroll tax reports and timely make payments of all
withholding and other payroll taxes with respect to each employee.

          (f)  Utilities and Supplies.  Manager shall enter into or renew
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contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and
other services as are customarily furnished or rendered in connection with the
operation of similar rental property in the area.

          (g)  Expenses.  Manager shall analyze all bills received for services,
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work and supplies in connection with the maintaining and operating the
Properties, pay all such bills, and, if requested by Owner, pay, when due,
utility and water charges, sewer rent and assessments, and any other amount
payable in respect to the Properties.  All bills shall be paid by Manager within
the time required to obtain discounts, if any.  Owner may from time to time
request that Manager forward certain bills to Owner promptly after receipt, and
Manager shall comply with any such request.  It is understood that the payment
of real property taxes and assessment and insurance premiums will be paid out of
the Account (as hereinafter defined) by Manager.  All expenses shall be billed
at net cost (i.e., less all rebates, commissions, discounts and allowances,
             ----
however designed).

          (h)  Monies Collected. Manager shall collect all rent and other monies
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from tenants and any sums otherwise due Owner with respect to the Properties in
the ordinary course of business.  In collecting such monies, Manager shall
inform tenants of the Properties that all remittances are to be in the form of a
check or money order.  Owner authorizes Manager to request, demand, collect and
receipt for all such rent and other monies and to institute legal proceedings in
the name of Owner for the collection thereof and for the dispossession of any
tenant in default under its lease.

          (i)  Banking Accommodations.  Manager shall establish and maintain a
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separate checking account (the "Account") for funds relating to the Properties.
All monies deposited from time to time in the Account shall be deemed to be
trust funds and shall be and remain the property of Owner and shall be withdrawn
and disbursed by Manager for the account of Owner only as expressly permitted by
this Management Agreement for the purposes of performing the obligations of
Manager hereunder.  No monies collected by Manager on Owner's behalf shall be
commingled with funds of Manager.  The Account shall be maintained, and monies
shall be deposited therein and withdrawn therefrom, in accordance with the
following:

               (i)   All sums received from rents and other income from the
          Properties shall be promptly deposited by Manager in the Account.
          Manager shall have the right to designate two or more persons who
          shall be authorized to draw against the Account, but only for purposes
          authorized by this Management Agreement.

               (ii)  All sums due to Manager hereunder, whether for
          compensation, reimbursement for expenditures, or otherwise, as herein
          provided, shall be a charge against the operating revenues of the
          Properties and shall be paid and/or withdrawn by Manager from the
          Account prior to the making of any other disbursements therefrom.

               (iii) By the 30/th/ day of the first month following each
          calendar quarter, Manager shall forward to Owner net operating
          proceeds from the preceding quarter, retaining at all times, however a
          reserve of $5,000, in addition to any amounts otherwise provided in
          the budget.

          (j)  Tenant Complaints. Manager shall maintain business-like relations
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with the tenants of the Properties.

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          (k)  Partnership Agreement.  Manager has received a copy of the
               ---------------------
Agreement of Limited Partnership of Owner (the "Partnership Agreement") and is
familiar with the terms thereof.  Manager shall use reasonable care to avoid any
act or omission which, in the performance of its duties hereunder, shall in any
way conflict with the terms of the Partnership Agreement.

          (l)  Signs.  Manager shall place and remove, or cause to be placed and
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removed, such signs upon the Properties as Manager deems appropriate, subject,
however, to the terms and conditions of the leases and to any applicable
ordinances and regulations.

     2.4  Approval of Leases, Contracts, Etc.  In fulfilling its duties to the
          -----------------------------------
Owner, Manager may and hereby is authorized to enter into any Leases, contracts
or agreements on behalf of the Owner in the ordinary course of the management,
operation, maintenance and leasing of the Property.

     2.5  Accounting, Records and Reports.
          -------------------------------

          (a)  Records.  Managers shall maintain all office records and books of
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account and shall record therein, and keep copies of, each invoice received from
services, work and supplies ordered in connection with the maintenance and
operation of the Properties. Such records shall be maintained on a double entry
basis. Owner and persons designated by Owner shall at all reasonable time have
access to and the right to audit and make independent examinations of such
records, books and accounts and all vouchers, files and all other material
pertaining to the Properties and this Management Agreement, all of which Manager
agrees to keep safe, available and separate from any records not pertaining to
the Properties, at a place recommended by Manager and approved by Owner.

          (b)  Quarterly Reports.  On or before the 30/th/ day of the first
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month following each calendar quarter for which such report or statement is
prepared and during the term of this Management Agreement, Manager shall prepare
and submit to Owner the following reports and statements:

               (i)    Rental collection record;

               (ii)   Quarterly operating statement;

               (iii)  Copy of cash disbursements ledger entries for such period,
          if requested;

               (iv)   Copy of cash receipts ledger entries for such period, if
          requested;

               (v)    The original copies of all contracts entered into by
          Manager on behalf o f Owner during such period, if requested; and

               (vi)   Copy of ledger entries for such period relating to
          security deposits maintained by Manager, if requested.

          (c)  Budgets and Leasing Plans.  Not later than November 15 of each
               -------------------------
calendar year, Manager shall prepare and submit to Owner for its approval an
operating budget and a marketing and leasing plan on the Properties for the
calendar year immediately following such submission. The budget and leasing plan
shall be in the form of the budget and plan approved by Owner prior to the date
thereof. As often as reasonably necessary during the period covered by any such
budget, Manager may submit to Owner for its approval an updated budget or plan
incorporating such changes as shall be necessary to reflect cost over-runs and
the like during such period. If Owner does not disapprove any such budget within
30 days after receipt thereof by Owner, such budget shall be deemed approved. If
Owner shall disapprove any such budget or plan, it shall so notify Manager
within said 30-day period and explain the reasons therefor. Manager will not
incur any costs other than those estimated in any budget except for:

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               (1)  tenant improvements and real estate commissions required
                    under a Lease;

               (2)  maintenance or repair costs under $5,000;

               (3)  costs incurred in emergency situations in which action is
                    immediately necessary for the preservation or safety of the
                    Property, or for the safety of occupant or other person (or
                    to avoid the suspension of any necessary service of the
                    Property);

               (4)  expenditures for real estate taxes and assessment; and

               (5)  maintenance supplies calling for an aggregate purchase price
                    less than $25,000.

           (d) Returns Required by Law. Manager shall execute and file when due
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all forms, reports, and returns required by law relating to the employment of
its personnel.

           (e) Notices.  Promptly after receipt, Manager shall deliver to Owner
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all notices, from any tenant, or any governmental authority, that are not a
routine nature. Managers shall also report expeditiously to Owner notice of any
extensive damage to any part of the Properties.

                                 ARTICLE III.
                                   EXPENSES

     3.1  Owner's Expenses.  Except as otherwise specifically provided, all
          ----------------
costs and expenses incurred hereunder by Manager in fulfilling its duties to
Owner shall be for the account of and on behalf of Owner.  Such costs and
expenses may include reasonable wages and salaries and other employee-related
expenses of all on-site and off-site employees of Manager who are engaged in the
operation, management, maintenance and leasing or access control of the
Properties, including taxes, insurance and benefits relating to such employees,
and legal, travel and other out-of-pocket expenses which are directly related to
the management of specific Properties. All costs and expenses for which Owner is
responsible under this Management Agreement shall be paid by Manager out of the
Account. In the event said account does not contain sufficient funds to pay all
said expenses, Owner shall fund all sums necessary to meet such additional costs
and expenses.

     3.2  Manager's Expenses.  Manager shall, out of its own funds, pay all of
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its general overhead and administrative expenses.

                                  ARTICLE IV.
                             MANAGER'S COMPENSATION

     4.1  Management Fees.  Commencing on the date hereof, Owner shall pay
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Manager property management and leasing fees for supervising the management and
leasing of the Properties, a fee equal to the lesser of:

          (a)  (i)  for commercial properties which are not leased on a long-
term net lease basis, 4.5% of Gross Revenues; and

               (ii) in the case of commercial properties which are leased on a
long-term (10 or more years) net lease basis, 1.0% of Gross Revenues plus, in
the case of leases to new tenants, initial leasing fees equal to 3.0% of Gross
Revenues over the first five years of the lease term; or

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          (b)  the amounts charged by unaffiliated persons rendering comparable
services in the same geographic area.

As used herein, the term "net lease" shall mean a Lease which requires the
tenant to coordinate and pay directly all real estate taxes, sales and use
taxes, utilities, insurance and other operating expenses relating to the leased
Property.

          In addition, to the extent such services are rendered by Manager,
Owner shall pay Manager the following fees:  (a) a separate fee for the one-time
initial rent-up or leasing-up of newly constructed properties in an amount not
to exceed the fee customarily charged in arm's-length transactions by
unaffiliated persons rendering similar services in the same geographic area for
similar properties as determined by a survey of brokers and agents in such area
(customarily equal to the first month's rent); and (b) leasing fees for the
procurement of tenants and the negotiation of the terms of tenant Leases in an
amount not to exceed fees customarily charged in arm's length transactions by
unaffiliated persons rendering similar services in the same geographic area for
similar properties.

          In no event may the aggregate of all property management and leasing
fees paid to Manager exceed 6.0% of Gross Revenues.

     4.2  Audit Adjustment.  If any audit of the records, books or accounts
          ----------------
relating to the Properties discloses an overpayment or underpayment of
Management Fees, Owner or Manager shall promptly pay to the other party the
amount of such overpayment or underpayment, as the case may be.  If such audit
discloses an overpayment of Management Fees for any fiscal year of more than the
correct Management Fees for such fiscal year, Manager shall bear the cost of
such audit.

                                  ARTICLE V.
                         INSURANCE AND INDEMNIFICATION

     5.1  Insurance to be Carried.
          -----------------------

          (a)  Manager shall obtain and keep in full force and effect insurance
on the Properties against such hazards as Owner and Manager shall deem
appropriate, but in any event insurance sufficient to comply with the Leases and
the Ownership Agreements shall be maintained. All liability policies shall
provide sufficient insurance satisfactory to both Owner and Manager and shall
contain waivers of subrogation for the benefit of Manager.

          (b)  Manager shall obtain and keep in full force and effect, in
accordance with the laws of the state in which each Property is located,
employer's liability insurance applicable to and covering all employees of
Manager at the Properties and all persons engaged in the performance of any work
required hereunder, and Manager shall furnish Owner certificates of insurers
naming Owner as a co-insured and evidencing that such insurance is in effect. If
any work under this Management Agreement is subcontracted as permitted herein,
Manager shall include in each subcontract a provision that the subcontractor
shall also furnish Owner with such a certificate.

     5.2  Cooperation with Insurers.  Manager shall cooperate with and provide
          -------------------------
reasonable access to the Properties to representatives of insurance companies
and insurance brokers or agents with respect to insurance which is in effect or
for which application has been made. Manager shall use its best efforts to
comply with all requirements of insurers.

     5.3  Accidents and Claims.  Manager shall promptly investigate and shall
          --------------------
report in detail to Owner all accidents, claims for damage relating to the
ownership, operation or maintenance of the

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Properties, and any damage or destruction to the Properties and the estimated
costs of repair thereof, and shall prepare for approval by Owner all reports
required by an insurance company in connection with any such accident, claim,
damage, or destruction. Such reports shall be given to Owner promptly and any
report not so given within 10 days after the occurrence of any such accident,
claim, damage or destruction shall be noted in the monthly report delivered to
Owner pursuant to section 2.5(b). Manager is authorized to settle any claim
against an insurance company arising out of any policy and, in connection with
such claim, to execute proofs of loss and adjustments of loss and to collect and
receipt for loss proceeds.

     5.4  Indemnification.  Manager shall hold Owner harmless from and indemnify
          ---------------
and defend Owner against any and all claims or liability for any injury or
damage to any person or property whatsoever for which Manager is responsible
occurring in, on, or about the Properties, including, without limitation, the
Improvements when such injury or damage shall be caused by the negligence of
Manager, its agents, servants, or employees, except to the extent that Owner
recovers insurance proceeds with respect to such matter. Owner will indemnify
and hold Manager harmless against all liability for injury to persons and damage
to property caused by Owner's negligence and which did not result from the
negligence of misconduct of Manager, except to the extent Manager recovers
insurance proceeds with respect to such matter.

                                  ARTICLE VI.
                               TERM, TERMINATION

     6.1  Term.  This Agreement shall commence on the date first above written
          ----
and shall continue until terminated in accordance with the earliest to occur of
the following:

          (a)  One year from the date of the commencement of the term hereof.
However, this Management Agreement will be automatically extended for an
additional one year period at the end of each year unless Owner or Manager gives
sixty (60) days written notice of its intention to terminate the Management
Agreement; or

          (b)  Immediately upon the occurrence of any of the following:

               (i)  A decree or order is rendered by a court having jurisdiction
          (A) adjudging Manager as bankrupt or insolvent, or (B) approving as
          properly filed a petition seeking reorganization, readjustment,
          arrangement, composition or similar relief for Manager under the
          federal bankruptcy laws or any similar applicable law or practice, or
          (C) appointing a receiver or liquidator or trustee or assignee in
          bankruptcy or insolvency of Manager or a substantial part of the
          property of Manager, or for the winding up or liquidation of its
          affairs, or

               (ii) Manager (A) institutes proceedings to be adjudicated a
          voluntary bankrupt or an insolvent, (B) consents to the filing of a
          bankruptcy proceeding against it, (C) files a petition or answer or
          consent seeking reorganization, readjustment, arrangement, composition
          or relief under any similar applicable law or practice, (D) consents
          to the filing of any such petition, or to the appointment of a
          receiver or liquidator or trustee or assignee in bankruptcy or
          insolvency for it or for a substantial part of its property, (E) makes
          an assignment for the benefit of creditors, (F), is unable to or
          admits in writing its inability to pay its debts generally as they
          become due unless such inability shall be the fault of Owner, or (G)
          takes corporate or other action in furtherance of any of the aforesaid
          purposes.

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     Upon termination, the obligations of the parties hereto shall cease,
provided that Manager shall comply with the provisions hereof applicable in the
event of termination and shall be entitled to receive all compensation which may
be due Manager hereunder up to the date of such termination, and provided,
further, that if this Management Agreement terminates pursuant to clause (c)
above, Owner shall have other remedies as may be available at law or in equity.

     6.2  Manager's Obligations after Termination.  Upon the termination of this
          ---------------------------------------
Management Agreement, Manager shall have the following duties:

          (a)  Manager shall deliver to Owner, or its designee, all books and
records with respect to the Properties.

          (b)  Manager shall transfer and assign to Owner, or its designee, all
service contracts and personal property relating to or used in the operation and
maintenance of the Properties, except personal property paid for and owned by
Manager. Manager shall also, for a period of sixty (60) days immediately
following the date of such termination, make itself available to consult with
and advise Owner, or its designee, regarding the operation, maintenance and
leasing of the Properties.

          (c)  Manager shall render to Owner an accounting of all funds of Owner
in its possession and shall deliver to Owner a statement of Management Fees
claimed to be due Manager and shall cause funds of Owner held by Manager
relating to the Properties to be paid to Owner or its designee.

                                 ARTICLE VII.
                                 MISCELLANEOUS

     7.1  Notices.  All notices, approvals, consents and other communications
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hereunder shall be in writing, and, except when receipt is required to start the
running of a period of time, shall be deemed given when delivered in person or
on the fifth day after its mailing by either party by registered or certified
United States mail, postage prepaid and return receipt requested, to the other
party, at the addresses set forth after their respect name below or at such
different addresses as either party shall have theretofore advised the other
party in writing in accordance with this Section 7.1.

          Owner:         WELLS REAL ESTATE FUND XIII, L.P.
                         6200 The Corners Parkway, Suite 250
                         Norcross, Georgia 30092

          Manager:       WELLS MANAGEMENT COMPANY, INC.
                         6200 The Corners Parkway, Suite 250
                         Norcross, Georgia 30092
                         Attention: Vice President of Property Management

     7.2  Governing Law.  This Management Agreement shall be governed by and
          -------------
construed in accordance with the laws of the State of Georgia.

     7.3  Assignment.  Manager may delegate partially or in full its duties and
          ----------
rights under this Management Agreement but only with the prior written consent
of Owner.  Except as provided in the immediately preceding sentence, this
Management Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns.

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     7.4  No Waiver.  The failure of Owner to seek redress for violation or to
          ---------
insist upon the strict performance of any covenant or condition of this
Management Agreement shall not constitute a waiver thereof for the future.

     7.5  Amendments.  This Management Agreement may be amended only by an
          ----------
instrument in writing signed by the party against whom enforcement of the
amendment is sought.

     7.6  Headings.  The headings of the various subdivisions of this Management
          --------
Agreement are for reference only and shall not define or limit any of the terms
or provisions hereof.

     7.7  Counterparts.  This Management Agreement may be executed in two or
          ------------
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Management Agreement to produce or account
for more than one such counterpart.

     7.8  Entire Agreement.  This Management Agreement contains the entire
          ----------------
understanding and all agreements between Owner and Manager respecting the
management of the Properties.  There are no representations, agreements,
arrangements or understandings, oral or written, between Owner and Manager
relating to the management of the Properties that are not fully expressed
herein.

     7.9  Disputes.  If there shall be a dispute between Owner and Manager
          --------
relating to this Management Agreement resulting in litigation, the prevailing
party in such litigation shall be entitled to recover from the other party to
such litigation such amount as the court shall fix as reasonable attorneys'
fees.

     7.10 Activities of Manager.  The obligations of Manager pursuant to the
          ---------------------
terms and provisions of this Management Agreement shall not be construed to
preclude Manager from engaging in other activities or business ventures, whether
or not such other activities or ventures are in competition with the Owner or
the business of Owner.

     7.11 Independent Contractor.  Manager and Owner shall not be construed as
          ----------------------
joint venturers or partners of each other pursuant to this Management Agreement,
and neither shall have the power to bind or obligate the other except as set
forth herein. In all respects, the status of Manger to Owner under this
Agreement is that of an independent contractor.

                           [SIGNATURES ON NEXT PAGE]

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     IN WITNESS WHEREOF, the parties have executed this Property Management and
Leasing Agreement as of the date first above written.


OWNER                                        MANAGER
-----                                        -------

WELLS REAL ESTATE FUND XIII, L.P.            WELLS MANAGEMENT COMPANY, INC.
A Georgia Limited Partnership                A Georgia Corporation

By:    WELLS CAPITAL, INC.,
       A Georgia Corporation                 By:________________________________
       General Partner                             Leo F. Wells, III
                                                   President
       By:__________________________
             Leo F. Wells, III
             President
                                             Attest:____________________________
                                             Name:______________________________


                                             Title:_____________________________
       Attest:______________________
       Name:________________________
       Title:_______________________


By:_________________________________
       LEO F. WELLS, III
       General Partner

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