0001104659-05-014438 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • March 31st, 2005 • Hartman Commercial Properties Reit • Real estate investment trusts • Texas

THIS ADVISORY AGREEMENT, dated as of August 31, 2004, is between HARTMAN COMMERCIAL PROPERTIES REIT, a Maryland real estate investment trust (the “Company”), and HARTMAN MANAGEMENT, L.P., a Texas limited partnership (the “Advisor”).

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HARTMAN COMMERCIAL PROPERTIES REIT Up to 11,000,000 Common Shares of Beneficial Interest DEALER MANAGER AGREEMENT August 31, 2004
Selected Investment Advisor Agreement • March 31st, 2005 • Hartman Commercial Properties Reit • Real estate investment trusts • Texas

Hartman Commercial Properties REIT, a Maryland real estate investment trust (the “Company”), is registering for public sale a maximum of 11,000,000 common shares of beneficial interest (the “Shares” or the “Stock”), $0.001 par value per share (the “Offering”), to be issued and sold for $10.00 per share at an aggregate purchase price of $109,500,000 (10,000,000 Shares to be offered to the public and 1,000,000 Shares to be offered pursuant to the Company’s dividend reinvestment plan at $9.50 per share). There shall be a minimum purchase by any one person of 100 Shares (except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to D.H. Hill Securities, LLP (the “Dealer Manager”)). Terms not defined herein shall have the same meaning as in the Prospectus. In connection therewith, the Company hereby agrees with you, the Dealer Manager, as follows:

ESCROW AGREEMENT
Escrow Agreement • March 31st, 2005 • Hartman Commercial Properties Reit • Real estate investment trusts • Louisiana

HARTMAN COMMERCIAL PROPERTIES REIT, a Maryland real estate investment trust (the “Company”), the issuer for an offering (the “Offering”) of up to 11,000,000 common shares of beneficial interest, par value $.001 per share (the “Shares”), pursuant to a registration statement originally filed on Form S-11 with the Securities and Exchange Commission on December 31, 2003, File No. 333-111674. D.H. Hill Securities, LLP, a Texas limited liability partnership (the “Dealer Manager”), will act as Dealer Manager for the offering of the Shares. The Company is entering into this Escrow Agreement (the “Agreement”) to set forth the terms on which Wells Fargo Bank, N.A. (“Escrow Agent”), will hold and disburse the proceeds from subscriptions for the purchase of the Shares in the Offering until such time as: (i) in the case of subscriptions received from all nonaffiliates of the Company, other than from Pennsylvania Subscribers or New York Subscribers (each as defined below), the Company has received s

AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • March 31st, 2005 • Hartman Commercial Properties Reit • Real estate investment trusts • Texas

This AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Management Agreement”) is made and entered into as of the 1 day of Sept., 2004, by and among HARTMAN COMMERCIAL PROPERTIES REIT, a Maryland real estate investment trust (“Hartman REIT”), HARTMAN REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (sometimes referred to herein as “Hartman OP” or “Owner”), and HARTMAN MANAGEMENT, L.P., Texas limited partnership (the “Manager”).

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