ACQUISITION SERVICES AGREEMENT

Exhibit 10.1

ACQUISITION SERVICES AGREEMENT

     THIS ACQUISITION SERVICES AGREEMENT, dated as of June 28, 2000 is between Corporate Property Associates 12 Incorporated, a corporation organized under the laws of the State of Maryland (the “Company”) and CAREY ASSET MANAGEMENT CORP., a Delaware limited liability company, (the “Advisor”).

W I T N E S S E T H

     WHEREAS, the Company desires to avail itself of the experience, sources of information, advice and assistance available to the Advisor and to have the Advisor undertake the duties and responsibilities herein after set forth, on behalf of, and subject to the supervision, of the Board of Directors of the Company all as provided herein; and

     WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board of Directors, on the terms and conditions herein after set forth;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

     1. Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated:

     a. Acquisition Expenses. Those expenses, including but not limited to legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on Property not acquired, accounting fees and expenses, title insurance and miscellaneous expenses, related to selection and acquisition of Properties, whether or not acquired. Acquisition Expenses shall not include Acquisition Fees.

     b. Acquisition Fees. The total of all fees and commissions paid by any party in connection with the making or investing in mortgage loans or the purchase or development of Properties by the Company. A development fee paid to a Person not affiliated with the Sponsor in connection with the actual development of a project after acquisition of the Property by the Company shall not be deemed an Acquisition Fee. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, development fee (other than as described above), non-recurring management fee, mortgage placement fee, lease-up fee, transaction structuring fee or any fee of a similar nature, however designated. Acquisition Fees shall not include Acquisition Expenses.

     c. Adjusted Investor Capital. As of any date, the Initial Investor Capital for such date reduced by any distribution on or prior to such date deemed by the Board to be from Cash from Sales and Financings.

     d. Advisor. Carey Asset Management Corp., a limited liability company organized under the laws of the State of Delaware.

     e. Affiliate. With respect to any Person (i) any Person directly or indirectly controlling or controlled by, or under common control with such Person, (ii) any officer, director, partner or trustee of such Person or any Person of which the specified Person is an officer, director, general partner or trustee, and (iii) any Person owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified Person.

     f. Appraised Value. Value according to an appraisal made by an Independent Appraiser.

     g. Articles or Articles of Incorporation. Articles of Incorporation of the Company under the General Corporation Law of Maryland, as amended from time to time.

     h. Board of Directors, Board or Directors. The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

     i. Bylaws. The Bylaws of the Company.

     j. Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor, breach of this Agreement, a default by the Sponsor under the guarantee by the Sponsor to the Company or the bankruptcy of the Sponsor.

     k. Code. Internal Revenue Code of 1986, as amended.

     l. Company. Corporate Property Associates 12 Incorporated, a corporation organized under the laws of the State of Maryland.

     m. Contract Purchase Price. The amount actually paid or allocated (as of the date of purchase) to the purchase, development, construction or improvement of property, exclusive of Acquisition Fees and Acquisition Expenses.

     n. Cumulative Return. For the period for which the calculation is being made, the percentage resulting from dividing (A) the total Dividends paid on each Dividend payment date during such period (without regard to Dividends paid out of Cash from Sales and Financings), by (B) the product of (i) the average Adjusted Investor Capital for such period

(calculated on a daily basis), and (ii) the number of years (including fractions thereof) elapsed during such period.

     o. Dividends. Dividends declared by the Board.

     p. Equity Interest. The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

     q. Gross Offering Proceeds. The aggregate purchase price of Shares sold pursuant to the Offering.

     r. Independent Appraiser. A qualified appraiser of real estate as determined by the Board. Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers (“M.A.I.”) or the Society of Real Estate Appraisers (“S.R.E.A.”) shall be conclusive evidence of such qualification.

     s. Independent Director. A Director of the Company who (i) is not affiliated, directly or indirectly with the Advisor, whether by ownership of, ownership interest in, employment by, any business, or professional relationship with, or service as an officer or director of, the Advisor or its Affiliates other than as a director or trustee or officer of not more than two other REITs organized by the Sponsor or its Affiliates; and (ii) performs no other services for the Company except as a Director. An indirect relationship shall include circumstances in which a member of the immediate family of the Director has one of the foregoing relationships with the Company or the Advisor.

     t. Initial Closing Date. The date on which the first closing for the sale of Shares sold pursuant to the Prospectus occurs.

     u. Initial Investor Capital. The total amount of capital invested from time to time by Shareholders (computed at a rate of $10 per Share for every Share including those Shares for which reduced selling commissions were paid in connection with their purchase from the Company). Upon completion of the Offering, the Initial Investor Capital shall be equal to the Gross Offering Proceeds.

     v. Loans. The notes and other evidences of indebtedness or obligations acquired or entered into by the Company as lender which are secured or collateralized by personal property or fee or leasehold interests in real estate or other assets, including, but not limited to, first or subordinate mortgage loans, construction loans, development loans, loans secured by capital stock or any other assets or form of equity interest and any other type of loan or financial arrangement, such as providing or arranging for letters of credit, providing guarantees of obligations to third parties, or providing commitments for loans. The term “Loans” shall not include leases which are not recognized as leases for Federal income tax reporting purposes.

     w. NASDAQ. The national automated quotation system operated by the National Association of Securities Dealers, Inc.

     x. Offering. The offering of Shares pursuant to the Prospectus.

     y. Person. An individual, corporation, partnership, joint venture, association, company, trust, bank, or other entity, or government or any agency or political subdivision of a government.

     z. Preferred Return. A Cumulative Return of 7% computed from the Initial Closing Date through the date as of which the Preferred Return is being calculated.

     aa. Property or Properties. Partial or entire interest in real property (including leasehold interests) and personal or mixed property connected therewith.

     bb. Prospectus. The final prospectus of the Company pursuant to which the Company will offer up to 20,000,000 Shares, as the same may at any time and from time to time be amended or supplemented after the effective date of the Registration Statement.

     cc. Registration Statement. The Registration Statement on Form S-11 of which the Prospectus is a part.

     dd. REIT or Real Estate Investment Trust A real estate investment trust, as defined in Sections 856-860 of the Code.

     ee. Securities. Any stock, shares (other than currently outstanding Shares and subsequently issued shares of common stock of the Company), voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise or in general any instruments commonly known as “securities” or any certificate of interest, shares or participation in temporary or interim certificates for receipts (or, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire any of the foregoing), which subsequently may be issued by the Company.

     ff. Shareholders. Those Persons who at any particular time are shown as holders of record of Shares on the books and records of the Company.

     gg. Shares. All of the shares of common stock of the Company, $.001 par value, and all other shares of common stock of the Company issued in the Offering or any subsequent offering.

     hh. Sponsor. W.P. Carey & Co. LLC and any other person directly or indirectly instrumental in organizing, wholly or in par, the Company or any person who will manage or participate in the management of the Company, and any Affiliate of any such person. Sponsor

does not include a person whose only relationship to the Company is that of an independent property manager and whose only compensation is as such. Sponsor also does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services.

     ii. Subordinated Disposition Fee. The Subordinated Disposition Fee as defined in Paragraph 8(c).

     jj. Subordinated Incentive Fee. The Subordinated Incentive Fee as defined in Paragraph 8( d).

     kk. Termination Date. The effective date of any termination of this Agreement.

     ll. Termination Fee. An amount equal to 15% of the amount, if any, by which (1) the Appraised Value of the Properties on the Termination Date, less the amount of all indebtedness secured by such Properties, exceeds (2) the total of the Initial Investor Capital on the Final Closing Date plus an amount equal to the Preferred Return through the Termination Date reduced by the total Dividends paid by the Company from its inception though the Termination Date.

     mm. Total Property Cost. With regard to any Company Property, an amount equal to the sum of the Contract Purchase Price of such Property plus the Acquisition Fees paid in connection with such Property.

     2. Appointment. The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

     3. Duties of the Advisor. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:

     (a) subject to the provisions of Paragraph 4 hereof, (i) locate, analyze and select potential investments in Property and Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Loans will be made, purchased or acquired by the Company; (ii) make investments in Property on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing, and refinancing and make other changes in

the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of or otherwise deal with the investments in Property and Loans; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Property;

     (b) provide the Directors with periodic reports regarding prospective investments in Properties and Loans;

     (c) obtain the prior approval of the Directors (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Paragraphs 4(b) below and obtain the prior approval of the Independent Directors for all investments in Loans;

     (d) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;

     (e) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not limited to; (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;

     (f) do all things necessary to assure its ability to render the services described in this Agreement;

     (g) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with investments in Property and Loans; and

     (h) notify the Board of all proposed acquisitions before they are completed.

     4. Authority of Advisor.

     (a) Pursuant to the terms of this Agreement (including the restrictions included in this Paragraph 4 and in Paragraph 6), and subject to the continuing and exclusive authority of the Directors over the management of the Company, the Directors hereby delegate to the Advisor the authority to (1) locate, analyze and select investment opportunities, (2) structure the terms and conditions of transactions pursuant to which investments will be made or acquired for the Company, (3) acquire Property and make Loans in compliance with the investment objectives and policies of the Company, and (4) enter into leases for the Company’s Property;

     (b) Notwithstanding the foregoing, any investment in Property, including any acquisition of Property by the Company (as well as any financing acquired by the Company in connection with such acquisition), will require the prior approval of the Directors unless, prior to completion of any such transaction, the Advisor provides the Company with:

     (i) an appraisal for the investment in Property indicating that the Total Property Cost does not exceed the Appraised Value of the Property; and

     (ii) a representation from the Advisor that the Property, in conjunction with the Company’s other investments and proposed investments, at the time the Company is committed to purchase the Property, is reasonably expected to fulfill the Company’s investment objectives and policies as established by the Directors and then in effect.

     (c) If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents required by them to properly evaluate the proposed investment in the Property or the Loan.

     Notwithstanding the foregoing, the prior approval of the Directors, including a majority of the Independent Directors, will be required for transactions involving (a) investments in Property in respect of which all of the requirements specified in Paragraph 4(b) above have not be satisfied, (b) investments in Property made though joint venture arrangements with Affiliates, (c) investments in Property which are not contemplated by the terms of the Prospectus, (d) transactions that present issues which involve conflicts of interest for the Advisor (other than conflicts involving the payment of fees or the reimbursement of expenses), and ( e) the making or purchasing of any Loans on behalf of the Company.

     The Directors may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Paragraph 4. If and to the extent the Directors so modify or revoke the authority contained herein, the Advisor shall henceforth submit to the Directors for prior approval such proposed transactions involving investments in Property as thereafter require prior approval, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

     5. Records; Access. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.

     6. Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of the Company as a REIT, subject the Company to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws of the Company, except if such action shall be ordered by the Directors, in which case the Advisor shall notify promptly the Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Directors so given. Notwithstanding the foregoing, the Advisor, its partners and employees, and partners, stockholders, directors and officers of the Advisor’s partners shall not be liable to the Company, or to the Directors or Shareholders for any act or omission by the Advisor, its partners or employees, or partners, stockholders, directors or officers of the Advisor’s partners except as provided in Paragraphs 17 and 19 of this Agreement.

     7. Relationship with Directors. Partners and employees of the Advisor or partners in the Advisor or any corporate parents of a partner, or directors, officers or stockholders of any partner or corporate parent of a partner may serve as a Director and as officers of the Company, except that no partner in or employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than for reasonable reimbursement for travel and related expenses incurred in attending meetings of the Directors.

     8. Fees.

     (a) Acquisition Fee. The Advisor may receive as compensation for services rendered in connection with the investigation, selection and acquisition (by purchase, investment

or exchange) of Property an Acquisition Fee payable by the seller of such Property or the Company. The total Acquisition Fees (not including Subordinated Acquisition Fees) payable to the Advisor and its Affiliates plus Acquisition Fees (not including Subordinated Acquisition Fees) payable by the Company to any other party may not exceed 2.5% of the aggregate Total Property Cost of all Properties purchased by the Company with proceeds from the Offering (calculated after all such proceeds are invested) unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approve the excess as being commercially competitive, fair and reasonable to the Company. The total amount of Acquisition Fees (including Subordinated Acquisition Fees and any interest thereon) and Acquisition Expenses paid by the Company may not exceed six percent (6%) of the aggregate Contract Purchase Price of all Properties purchased by the Company unless a majority of the Board (including a majority of the Independent Directors) not otherwise interested in any transaction approves fees in excess of this limit as being commercially competitive, fair and reasonable to the Company. No Acquisition Fees will be payable on the reinvestment of proceeds from the sale or refinancing of Properties.

     (b) Subordinated Acquisition Fee. In addition to the Acquisition Fee described in Section 9(c) above, the Advisor may receive as additional compensation for services r