Common use of Duties and Obligations of the Agent Clause in Contracts

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G REIT, INC.," established by the Company at PriVest Bank (the "Escrow Agent") by the close of the first business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 2002, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Bank, as Escrow Agent for G REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G A REIT, INC.," established by the Company at PriVest Sun Country Bank (the "Escrow Agent") by the close 12:00 p.m. (noon) of the first next business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 20022004, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Sun Country Bank, as Escrow Agent for G A REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G A REIT, INC.," established by the Company at PriVest Bank (the "Escrow Agent") by the close 12:00 p.m. (noon) of the first next business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 20022004, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Bank, as Escrow Agent for G A REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G REIT, INC.," established by the Company at PriVest Bank (the "Escrow Agent") by the close 12:00 p.m. (noon) of the first next business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated ________________March __, 20022003, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Bank, as Escrow Agent for G REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him or her that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his or her purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable unreasonable effort or expense, that which is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his or her purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his or her investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to to, a total loss of his or her investment, lack of liquidity, and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G REIT, INC.," established by the Company at PriVest Bank American International Bank, N.A. (the "Escrow Agent") by the close of the first business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 20021999, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Such escrow account shall be denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF T REIT, INC." Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow AgreementAgreement between the Company and the Escrow Agent, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest American International Bank, N.A., as Escrow Agent for G T. REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with to the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1l) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent. (m) When Soliciting Dealers are used in the Offering, the Agent agrees to use its best efforts to cause such Soliciting Dealers to comply with all the foregoing obligations. (n) The Agent shall be solely responsible and liable for any commissions or other payments due to any Soliciting Dealers. (o) The Agent shall offer and sell Shares only in those jurisdictions specified in writing by the Company as jurisdictions in which all necessary approvals have been obtained. No offers or sales shall be made in any other states or jurisdictions. (p) The Agent and each Soliciting Dealer shall be duly registered or licensed in each jurisdiction in which it offers or sells the Shares.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Neither Agent shall nor any other person is authorized to give any information or make no representations to any prospective investor representation other than those expressly contained in the Prospectus, including any supplement thereto, or in any supplemental sales literature furnished or approved by the Company for use in making solicitations in connection with the offer and sale of the Shares. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, . The Company may also provide the Agent with certain supplemental sales material to be used by Agent and advise each such prospective investor at the time Soliciting Dealers in connection with the solicitation of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale purchasers of the Shares. In the event Agent elects to use such supplemental sales material, Agent agrees that such material shall not be used in connection with the Agent will inform the prospective investor and his purchaser representatives, if any, solicitation of all pertinent facts relating to the liquidity and marketability purchasers of the Shares during the term of the investment. (f) In recommending the purchase unless accompanied or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known preceded by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G REIT, INC.," established by the Company at PriVest Bank (the "Escrow Agent") by the close of the first business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 2002, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Bank, as Escrow Agent for G REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements theretoas then currently in effect, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, and as it may be inaccurate amended or misleading. (1) The supplemented in the future. Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged agrees that it will not use any sales materials other than those either provided to Agent by the Agent.the

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G REIT, INC.," established by the Company at PriVest _________ Bank (the "Escrow Agent") by the close 12:00 p.m. (noon) of the first next business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 20022003, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest _________ Bank, as Escrow Agent for G REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G REIT, INC.," established by the Company at PriVest Comerica Bank (the "Escrow Agent") by the close of the first business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 2002, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Comerica Bank, as Escrow Agent for G REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Neither Agent shall nor any other person is authorized to give any information or make no representations to any prospective investor representation other than those expressly contained in the Prospectus, including any supplement thereto, or in any supplemental sales literature furnished or approved by the Company for use in making solicitations in connection with the offer and sale of the Shares. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale. The Company may also provide the Agent with certain supplemental sales material to be used by Agent and the Soliciting Dealers in connection with the solicitation of purchasers of the Shares. In the event Agent elects to use such supplemental sales material, Agent agrees that such material shall not be used in connection with the solicitation of purchasers of the Shares unless accompanied or preceded by the Prospectus, as then currently in effect, and advise each such prospective investor at as it may be amended or supplemented in the time of the initial offering future. Agent agrees that it will not use any sales materials other than those either provided to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed Agent by the Company, or may be obtained by it without reasonable effort or expense, that . The use of any other sales material is necessary to verify the accuracy of the information contained in the Prospectusexpressly prohibited. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G NNN APARTMENT REIT, INC.," established by the Company at PriVest Bank Trust Company of America (the "Escrow Agent") by the close of the first business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________June 22, 20022006, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest BankTrust Company of America, as Escrow Agent escrow agent for G NNN Apartment REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Agent shall make no representations to any prospective investor other than those expressly contained in the Prospectus. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale, and advise each such prospective investor at the time of the initial offering to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Company, or may be obtained by it without reasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Prospectus. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G A REIT, INC.," established by the Company at PriVest Bank Trust Company of America (the "Escrow Agent") by the close 12:00 p.m. (noon) of the first next business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 20022004, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Bank, as Escrow Agent for G A REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Neither Agent shall nor any other person is authorized to give any information or make no representations to any prospective investor representation other than those expressly contained in the Prospectus, including any supplement thereto, or in any supplemental sales literature furnished or approved by the Company for use in making solicitations in connection with the offer and sale of the Shares. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale. The Company may also provide the Agent with certain supplemental sales material to be used by Agent and the Soliciting Dealers in connection with the solicitation of purchasers of the Shares. In the event Agent elects to use such supplemental sales material, Agent agrees that such material shall not be used in connection with the solicitation of purchasers of the Shares unless accompanied or preceded by the Prospectus, as then currently in effect, and advise each such prospective investor at as it may be amended or supplemented in the time of the initial offering future. Agent agrees that it will not use any sales materials other than those either provided to him that the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from the Company and/or its agents and consultants, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed Agent by the Company, or may be obtained by it without reasonable effort or expense, that . The use of any other sales material is necessary to verify the accuracy of the information contained in the Prospectusexpressly prohibited. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G NNN APARTMENT REIT, INC.," established by the Company at PriVest Bank Trust Company of America (the "Escrow Agent") by the close of the first business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 20022006, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest BankTrust Company of America, as Escrow Agent escrow agent for G NNN Apartment REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.

Duties and Obligations of the Agent. (a) The Agent will serve in a "best efforts" capacity in the offering, sale and distribution of the Shares. The Agent may offer the Shares as an agent, but all sales shall be made by the Company acting through the Agent as an agent, and not by the Agent as a principal. The Agent shall have no authority to appoint any person or other entity as an agent or sub-agent of the Agent or the Company, except to appoint Soliciting Dealers acceptable to the Company. (b) The Neither Agent shall nor any other person is authorized to give any information or make no representations to any prospective investor representation other than those expressly contained in the Prospectus, including any supplement thereto, or in any supplemental sales literature furnished or approved by the Company for use in making solicitations in connection with the offer and sale of the Shares. (c) The Agent will limit the offering of the Shares to persons whom the Agent has reasonable grounds to believe, and in fact believes, meet the investor suitability standards set forth in the Prospectus and associated Subscription Agreement. (d) The Agent will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale. The Company may also provide the Agent with certain supplemental sales material to be used by Agent and the Soliciting Dealers in connection with the solicitation of purchasers of the Shares. Agent will keep a written record of all persons to whom Agent and each Soliciting Dealer provide a copy of the Prospectus, including any supplements thereto, and/or supplemental sales materials and provide such log to the Company upon its request. In the event Agent elects to use such supplemental sales material, Agent agrees that such material shall not be used in connection with the solicitation of purchasers of the Shares unless accompanied or preceded by the Prospectus, as then currently in effect, and advise each such prospective investor at as it may be amended or supplemented in the time of the initial offering future. Agent agrees that it will not use any sales materials other than those either provided to him that Agent by the Company and/or its agents and consultants will during the course of the Offering and prior to any sale, accord said prospective investor and his purchaser representative, if any, including the Agent, the opportunity to ask questions of and to receive answers from or approved by the Company and/or its agents and consultantsfor use in the Offering, concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed as set forth in writing by the Company, or may be obtained by it without reasonable effort or expense, that . The use of any other sales material is necessary to verify the accuracy of the information contained in the Prospectusexpressly prohibited. (e) Prior to making any sale of the Shares, the Agent will inform the prospective investor and his purchaser representatives, if any, of all pertinent facts relating to the liquidity and marketability of the Shares during the term of the investment. (f) In recommending the purchase or sale of the Shares, the Agent or any person associated with the Agent shall: (1) have reasonable grounds to believe, on the basis of information obtained from the prospective investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or an associated person, that: (i) the prospective investor meets the investor suitability requirements set forth in the Prospectus; (ii) the prospective investor has a fair market net worth sufficient to sustain the risks inherent in an investment in the Company, including, but not limited to a total loss of his investment, lack of liquidity, liquidity and other risks described in the Prospectus; and (iii) an investment in the Company is otherwise suitable for the prospective investor. (2) maintain in the Agent's files, for a period of six (6) years following the Offering Termination Date, documents disclosing the basis upon which the above determination of suitability was reached as to each investor. (g) The Agent shall not authorize any transaction in which an investor invests in the Shares in a discretionary account without prior written approval of the transaction by the investor. (h) The Agent will comply in all respects with the subscription procedures and plan of distribution set forth in the Prospectus. (i) All funds received by the Agent for the sale of Shares shall be deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF G NNN APARTMENT REIT, INC.," established by the Company at PriVest Bank Wachovia Bank, N.A. (the "Escrow Agent") by the close 12:00 p.m. (noon) of the first next business day following receipt of such funds by the Agent to be held in accordance with the terms of the Escrow Agreement, dated __________________, 20022006, between the Company and the Escrow Agent (the "Escrow Agreement"). All funds received by the Agent for the sale of Shares from Pennsylvania Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA INVESTORS (G REIT, INC.)." All funds received by the Agent for the sale of Shares from Oregon Investors shall be deposited in a separate interest bearing escrow account denominated "ESCROW ACCOUNT FOR THE BENEFIT OF OREGON INVESTORS (G REIT, INC.)." The Agent acknowledges receiving a copy of the Escrow Agreement and agrees to be bound by the terms thereof. Until such time (if any) as the funds held in escrow are deliverable to the Company pursuant to the Escrow Agreement, the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of "PriVest Wachovia Bank, N.A., as Escrow Agent escrow agent for G NNN Apartment REIT, Inc." and shall return checks made payable to another party to the Soliciting Dealer or subscriber who submitted the check. Thereafter, checks may be made payable to either the Escrow Agent or the Company. (j) The Agent will furnish to the Company upon request a complete list of all persons who have been offered the Shares and such persons' places of residence and such other information reasonably requested by the Company. (k) The Agent will immediately bring to the attention of the Company any circumstance or fact which causes the Agent to believe the Prospectus, any supplements thereto, or any other literature distributed in accordance with the Prospectus, or any information supplied by prospective investors in their subscription materials, may be inaccurate or misleading. (1) The Agent shall thoroughly review all pertinent organizational documents of the Company, receipt of which is hereby acknowledged by the Agent.