<PAGE>

                                 EXHIBIT 10.3


                             AMENDED AND RESTATED


                   PROPERTY MANAGEMENT AND LEASING AGREEMENT
<PAGE>

                             AMENDED AND RESTATED
                   PROPERTY MANAGEMENT AND LEASING AGREEMENT
                   -----------------------------------------

     THIS AMENDED AND RESTATED PROPERTY MANAGEMENT AND LEASING AGREEMENT
("Management Agreement") is made and entered into as of the 1/st/ day of
December, 2000, by and among WELLS REAL ESTATE INVESTMENT TRUST, INC., a
Maryland corporation ("Wells REIT"), WELLS OPERATING PARTNERSHIP, L.P., a
Delaware 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 on behalf of Wells REIT; and

     WHEREAS, Wells REIT and Manager previously entered into that certain
Management Agreement dated January 30, 1998 (the "Original Management
Agreement") and that certain Leasing and Tenant Coordinating Agreement dated
January 30, 1998 (the "Original Leasing Agreement"); and

     WHEREAS, Wells REIT intends to continue to raise money from the sale of its
common stock 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 on behalf of Wells REIT; and

     WHEREAS, Owner intends to continue 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, the parties desire to amend certain provisions of the Original
Management Agreement and the Original Leasing Agreement to better represent the
intent and understanding of the parties and to provide for certain additional
limitations upon the compensation payable by Owner to Manager hereunder; and

     WHEREAS, the parties desire to amend and restate the Original Management
Agreement and the Original Leasing Agreement in its entirety in a single
agreement in accordance with the terms and provisions hereof.

     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, and the Original Management Agreement and the Original Leasing
Agreement are hereby amended and restated in their entirety, 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:
<PAGE>

     1.1  "Affiliate" means a person who is (i) in the case of an individual,
any relative of such person, (ii) any officer, director, trustee, partner,
manager, employee or holder of ten percent (10%) or more of any class of the
voting securities of or equity interest in such person; (iii) any corporation,
partnership, limited liability company, trust or other entity controlling,
controlled by or under common control with such person; or (iv) any officer,
director, trustee, partner, manager, employee or holder of ten percent (10%) or
more of the outstanding voting securities of any corporation, partnership,
limited liability company, trust or other entity controlling, controlled by or
under common control with such person.  For purposes of this definition, the
term "controls," "is controlled by," or "is under common control with" shall
mean the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of an entity, whether through the
ownership of voting rights, by contract or otherwise.

     1.2  "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.

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

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

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

     1.6  "Owner" means Wells Operating Partnership, L.P. and any joint venture,
limited liability company or other Affiliate of Wells Operating Partnership,
L.P. that owns, in whole or in part, on behalf of Wells REIT, any Improvements.

     1.7  "Properties" means all real estate properties owned by Owner and all
tracts as yet unspecified but to be acquired by Owner containing income-
producing improvements or on which Owner 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
          --------------
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
<PAGE>

     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
              -----------
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
              -----------------
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
              ---------
and lease the Property shall be the employees or independent contractors of
Manager and not of the Owner.  Manager 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
              ----------------------
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,
              --------
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).

                                       3
<PAGE>

          (h) Monies Collected.  Manager shall collect all rent and other monies
              ----------------
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
              ----------------------
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 30th 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
              -----------------
with the tenants of the Properties.

          (k) Ownership Agreements.  Manager has received copies of Agreements
              --------------------
of Limited Partnership, Joint Venture Partnership Agreements and Operating
Agreements of Owner (the "Ownership Agreements") 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 Ownership Agreements.

          (l) Signs.  Manager shall place and remove, or cause to be placed and
              -----
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
              -------
account and shall record therein, and keep copies of, each invoice received from
services, work and supplies ordered in

                                       4
<PAGE>

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 30th day of the first 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 of 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:

              (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
              -----------------------
all forms, reports, and returns required by law relating to the employment of
its personnel.

                                       5
<PAGE>

          (e) Notices.  Promptly after receipt, Manager shall deliver to Owner
              -------
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
          ------------------
its general overhead and administrative expenses.


                                  ARTICLE IV.
                            MANAGER'S COMPENSATION

     4.1  Management Fees.  Commencing on the date hereof, Owner shall pay
          ---------------
Manager property management and leasing fees in an amount equal to four and one-
half percent (4.5%) of Gross Revenues (the "Management Fees") on a monthly basis
from the rental income received from the Properties over the term of this
Management Agreement; provided, however, the Management Fees shall not exceed
the lesser of: (A) 4.5% of Gross Revenues, or (B) 0.6% of the net asset value of
the Properties (excluding vacant properties) owned by Owner, calculated on an
annual basis. For purposes of this calculation, net asset value shall be defined
as the excess of (i) the aggregate of the fair market value of all the
Properties owned by Owner (excluding vacant properties), over (ii) the aggregate
outstanding debt of Owner (excluding debt having maturities of one year of
less). Manager's compensation under this Section 4.1 shall apply to all
renewals, extensions or expansions of leases which Manager has originally
negotiated; and for planning and coordinating the construction of any tenant
finish along with Owner or any architect, contractor or other authorized person,
the payment for which shall be the responsibility of the tenant, Manager shall
be entitled to receive from any such tenant an amount equal to 5% of the amount
as remitted by the tenant to Owner or to a representative of Owner in payment
for such construction.

     4.2  Initial Lease-Up Fee.  In addition to the compensation paid to Manager
          --------------------
under Section 4.1 above, Manager shall be entitled to receive 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
others rendering similar services in the same geographic area for similar
properties as determined by a survey of brokers and agents in such area. For
this purpose, a total rehabilitation shall be included in the phrase "newly
constructed."

     4.3  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

                                       6
<PAGE>

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 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.

                                       7
<PAGE>

                                  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.

     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.

                                       8
<PAGE>

          (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
          -------
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 OPERATING PARTNERSHIP, L.P.
                    C/O WELLS REAL ESTATE INVESTMENT TRUST, INC.
                    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.

     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.

                                       9
<PAGE>

     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 appear on next page]

                                       10
<PAGE>

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

                                 WELLS REIT:

                                 WELLS REAL ESTATE INVESTMENT TRUST, INC.

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

                                 OWNER:

                                 WELLS OPERATING PARTNERSHIP, L.P.

                                 By:   Wells Real Estate Investment Trust, Inc.
                                       (As General Partner of Wells Operating
                                       Partnership, L.P.)


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

                                 MANAGER:

                                 WELLS MANAGEMENT COMPANY, INC.


                                 By: /s/ M. Scott Meadows
                                     -------------------------------------
                                 Name: M. Scott Meadows
                                      ------------------------------------
                                 Title: SR VP
                                       -----------------------------------

                                      11