AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY





     THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"), is

made and entered into as of the 7/th/ day of September, 2001, by and between

INGRAM MICRO L.P., a Tennessee limited partnership ("Seller") and WELLS

OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Purchaser").



                             W I T N E S S E T H:

                             - - - - - - - - - -



     WHEREAS, Seller and the Industrial Development Board of the City of

Millington, Tennessee (hereinafter, "Issuer" or "Board") are parties to that

certain transaction wherein Issuer issued and sold to Lease Plan North America,

Inc. (hereinafter "Lessee") its Industrial Development Revenue Note (Ingram

Micro L.P.) Series 1995 (hereinafter the "Bond"), which Bond is secured by a Fee

Construction Mortgage Deed of Trust and Assignment of Rents and Leases, dated as

of December 20, 1995, recorded as Instrument FN 4355 in the Register's Office of

Shelby County, Tennessee (hereinafter the "Deed of Trust") from Issuer for the

benefit of Lessee; and



     WHEREAS, Issuer is authorized under Sections 7-53-101 to 7-53-311,

inclusive, Tennessee Code Annotated, as amended (hereinafter the "Act") to

acquire, own and lease property for the public purpose of promoting industry and

developing trade by inducing manufacturing and commercial enterprises to locate

or remain in the State of Tennessee; and



     WHEREAS, Issuer is the fee simple owner of certain parcels of land and

improvements in the City of Millington, Shelby County, Tennessee, as more

specifically described in Exhibit A attached hereto and made a part hereof (the

"Property"); and



     WHEREAS, the proceeds of the Bond were used to finance the construction of

improvements on the Property; and



     WHEREAS, Issuer ground leased the Property to Lessee under the terms of a

Bond Real Property Lease, dated as of December 20, 1995, and recorded as

Instrument No. 4357, aforesaid records (the "Bond Lease") under which Lessee

acquired a leasehold interest in the Property; and



     WHEREAS, Seller, as construction agent and using funds from Lessee, built a

warehouse and office facility on the Property; and



     WHEREAS, Lessee subleased the Property to Seller pursuant to the terms of a

Master Lease, dated as of December 20, 1995 (the "Master Lease"), which Master

Lease was structured as a "synthetic lease" in which Seller was entitled to

claim and retain all of the available tax benefits associated with ownership of

the Property; and



     WHEREAS, Lessee assigned to Seller its leasehold interest in the Property,

along with other rights, title and interest existing under the Bond Lease,

including all of Lessee's rights, title and interest as tenant under the Bond

Lease, pursuant to the terms of the Absolute Assignment of Lease and Assumption

Agreement, dated as of December 20, 2000, and recorded as Instrument No. KV

3970, aforesaid records; and

{PAGE}



     WHEREAS, Seller became the owner of the Bond and Deed of Trust pursuant to

the terms of an Absolute Assignment of Note and Deed of Trust, dated as of

December 20, 2000, and recorded as Instrument No. KV 3969, aforesaid records;

and



     WHEREAS, Seller wishes to assign its right, title and interest in the Bond

Lease, Bond and the Deed of Trust to Purchaser under the terms and conditions

set forth in this Agreement.



     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.  Assignment of Bond Lease. Subject to and in accordance with the terms

         ------------------------

and provisions of this Agreement, Seller hereby agrees to assign, transfer and

set over to Purchaser its leasehold interest in and to the Property and all of

Seller's right title and interest as tenant under the Bond Lease, together with

all credits, deposits, rights of refusal and options (including, but not limited

to, any options to purchase or renew set forth in the Bond Lease).



     2.  Assignment of Bond and Deed of Trust.  Subject to and in accordance

         ------------------------------------

with the terms and provisions of this Agreement, Seller hereby agrees to assign,

transfer and set over to Purchaser all of Seller's right , title and interest in

the Bond and Deed of Trust.



     3.  Ancillary Property. The leasehold interest in the Property shall

         ------------------

include the following:



         (a)   All of that tract or parcel of land (the "Land") located in

Shelby County, Tennessee, containing approximately 39.223 acres, having an

address of 3820 Micro Drive, Millington, Tennessee, and being more particularly

described on Exhibit "A" hereto; and

             -----------



         (b)   All of the 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)   All buildings, structures, and improvements situated on the Land,

including, without limitation, that certain office/warehouse building containing

approximately 701,819 square feet of leasable space, the parking areas

containing approximately 692 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)   All personal property, if any, owned or leased by Seller and used

in connection with the ownership and operation of the Property (the "Personal

Property") as distinguished from personal property owned or leased by Seller and

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