AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY

THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (this Agreement) is made and entered into as of the 18th day of March, 2004 (Effective Date), by and between CARTER NEW MANCHESTER BUILDING ONE, L.L.C. (Seller), and WELLS OPERATING PARTNERSHIP II, L.P. (Purchaser).

W I T N E S S E T H:

WHEREAS, Seller desires to sell and Purchaser desires to purchase the Property (as hereinafter defined) subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements contained herein, the sum of Ten Dollars ($10.00) in hand paid by Purchaser to Seller at and before the sealing and delivery of these presents and for other good and valuable consideration, the receipt, adequacy, and sufficiency which are hereby expressly acknowledged by the parties hereto, the parties hereto do hereby covenant and agree as follows:

1. Purchase and Sale of Property. Subject to and in accordance with the terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term Property shall mean and include the following:

(a) Sellers rights to and interest in all that tract or parcel of land (the Land) located in Douglasville, Georgia, containing approximately 30,910 acres, having an address of 9103 Riverside Parkway, and being more particularly described on Exhibit A hereto; and

(b) all rights, privileges, and easements appurtenant to the Land, including all water rights, mineral rights, reversions, or other appurtenances to said Land, and all right, title, and interest of Seller, 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) Sellers interest in and to all buildings, structures, and improvements situated on the Land, including, without limitation, that certain distribution building currently containing approximately 404,412 rentable square feet (the Phase I Premises), the parking areas containing or which will contain at least 100 parking spaces (including 8 handicapped parking spaces) 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 (all of which are herein collectively referred to as the Improvements); and

(d) Sellers interest in and to the building and improvements to be constructed on the Land which shall constitute part of the Improvements and which shall consist of approximately 188,992 rentable square feet (the Phase II Premises).

(e) all personal property now owned by Seller and located on or to be located on or in, or used in connection with, the Land and Improvements (Personal Property); and

(f) all of Sellers right, title, and interest in and to the plans and specifications with respect to the Improvements and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or

Improvements, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Improvements.

Seller and Purchaser hereby acknowledge that Sellers right to the Land and Improvements consist of a leasehold interest pursuant to that certain Lease Agreement dated as of November 1, 2003 (the DCDA Lease), by the Development Authority of Douglas County, as lessor, to Seller, as lessee (DCDA), including, without limitation, Sellers right to purchase the Land and Improvements during and upon the expiration of the DCDA Lease term.

2. Earnest Money. Within one business day after the full execution of this Agreement, Purchaser shall deliver to Chicago Title Insurance Company (Escrow Agent), whose offices are at 4170 Ashford Dunwoody, Road Suite 460, Atlanta, Georgia 30319, Attention: Melissa Hall, Purchasers check, payable to Escrow Agent, in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00) (the Earnest Money), which Earnest Money shall be held and disbursed by Escrow Agent in accordance with this Agreement. The Earnest Money shall be paid by Escrow Agent to Seller at Closing (as hereinafter defined) and shall be applied as a credit to the Purchase Price (as hereinafter defined), or shall otherwise be paid to Seller or refunded to Purchaser in accordance with the terms of this Agreement. All interest and other income from time to time earned on the Earnest Money shall be deemed a part of the Earnest Money and shall be disbursed together with the Earnest Money as provided in this Agreement.

3. Purchase Price. Subject to adjustment and credits as otherwise specified in this Agreement, the purchase price (the Purchase Price) to be paid by Purchaser to Seller for the Property shall be Nineteen Million Three Hundred Thousand and No/100 Dollars ($19,300,000.00), of which Fourteen Million and No/100 Dollars ($14,000,000.00) shall be paid at the Closing, with the remaining Five Million Three Hundred Thousand and No/100 Dollars ($5,300,000.00) being funded subject to and accordance with the terms of Article 22 herein. The portion of the Purchase Price due from Purchaser at Closing shall be paid by Purchaser to Seller at the Closing by cashiers check or by wire transfer of immediately available federal funds, less the amount of Earnest Money and subject to prorations, adjustments and credits as otherwise specified in this Agreement.

4. Purchasers Inspection and Review Rights. Purchaser and its agents, engineers, and representatives, and Purchasers potential Lender, with Sellers good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Purchaser and its agents, engineers and representatives shall have no right to conduct invasive testing (e.g., core sampling, water monitoring or soils testing) on the Property without Sellers prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed), as to the nature, location, scope and duration of the testing, but if such testing is, in Purchasers reasonable judgment, necessary, then Sellers consent shall be limited to where, when and how such testing will be conducted. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. At all reasonable times prior to the Closing, Seller shall make available to Purchaser, or Purchasers agents and representatives, for review and copying, all books, records, and files in Sellers possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the Effective Date of this Agreement, to the extent the same are in the possession of or under the control of Seller, and to the extent not previously provided to Purchaser, the most current boundary and as-built surveys of

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the Land and Improvements and any title insurance policies, appraisals, building inspection reports, environmental reports, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property relating thereto (collectively the Due Diligence Materials). At no cost or liability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Sellers books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. At no cost to Purchaser, Seller shall use commercially reasonable efforts to cause the author of the environmental report to issue reliance letters addressed to Purchaser in form and substance reasonably acceptable to Purchaser, prior to the expiration of the inspection Period. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission (the SEC) to file audited financial statements for one (1) to three (3) years with regard 10 the Property. At no cost or liability to Seller, Seller shall (i) cooperate with Purchaser, its counsel, accountants, agents, and representatives, provide them with access to Sellers books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same (Sellers Records), (ii) execute a form of accounting letter (the Accounting Letter) in the form of Exhibit F, and (iii) furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request. Purchaser will pay the costs associated with any such audit. Except as may be required by the SEC or applicable law, Purchaser agrees to keep the Due Diligence Materials and Sellers Records in strict confidence and shall not disclose the same to any other party, except Purchasers attorneys, accountants and other advisors who shall similarly keep the Due Diligence Materials and Sellers Records in confidence. In the event Purchaser does not close this transaction for any reason, Purchaser shall promptly return all Due Diligence Materials and Sellers Records to Seller.

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