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| ý                                           | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934     |
|--------------------------------------------------|----------------------------------------------------------------------------------------------------|
|                                             |                                                                                               |
| For      the fiscal year ended December 31, 2007 |
|                                             |
| OR                                               |
|                                             |                                                                                               |
|  ̈                                           | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |

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| Maryland                                          | 76-0594970               |
|---------------------------------------------------|--------------------------|
| (State      or Other Jurisdiction of              | (I.R.S.      Employer    |
| Incorporation      or Organization)               | Identification      No.) |
|                                              |                     |
| 2600      South Gessner, Suite 500 Houston, Texas |    77063  |
| (Address      of Principal Executive Offices)     |  (Zip  Code)        |

| Large      accelerated filer  ̈                                             | Accelerated      filer  ̈         |
|---------------------------------------------------------------------------------|---------------------------------------|
|                                                                            |                                  |
| Non-accelerated      filer (Do not check if a smaller reporting company) ý | Smaller      reporting company  ̈ |

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| PART      III |          | 1                                                                                                         |
|---------------|---------------|-----------------------------------------------------------------------------------------------------------|
|          | Item      10. | Trust      Managers, Executive Officers of the Registrant and Corporate      Governance.                  | 1 |
|          | Item      11. | Executive      Compensation.                                                                              | 5 |
|          | Item      12. | Security      Ownership of Certain Beneficial Owners and Management and Related      Stockholder Matters. | 13 |
|          | Item      13. | Certain      Relationships and Related Transactions, and Trustee      Independence.                       | 14 |
|          | Item      14. | Principal      Accountant Fees and Services.                                                              | 14 |
|          |          |                                                                                                      |
| PART      IV  |          | 15                                                                                                        |
|          | Item      15. | Exhibits      and Financial Statement Schedules.                                                          | 15 |

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| Trustee                  |   | Age(1) |   | Business      Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | TrusteeSince       |
|--------------------------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|
| Donald      F. Keating   |   | 75     |   | Mr.      Keating was formerly the Chief Financial Officer of Shell Mining      Company.  Mr. Keating retired from Shell Mining Company in 1992      and continued to provide consulting services to Shell Oil until      2002.  Since 2002, Mr. Keating has managed his personal      investments.  Mr. Keating graduated from Fordham University      with a Bachelor of Science Degree in Finance and served in the United      States Marine Corps as infantry company commander. He is a former      board member of Billiton Metals Company, R & F Coal Company and      Marrowbone Coal Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | February      2008 |
|                     |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |               |
| Jack      L. Mahaffey    |   | 76     |   | Mr.      Mahaffey was formerly the President of Shell Mining Company. Since      retiring from Shell Mining Company in 1991, Mr. Mahaffey has managed his      personal investments.  Mr. Mahaffey graduated from Ohio State      University with a B.S. and M.S. in Petroleum Engineering and served in the      United States Air Force.  He is a former board member of the      National Coal Association and the National Coal Council.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | 2000               |
|                     |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |               |
| James      C. Mastandrea |   | 64     |   | Mr.      Mastandrea has been our Chairman & Chief Executive Officer since      October 2006. Mr. Mastandrea has over 34 years of experience in the real      estate industry.  He also serves, since 2003, as the President,      Chief Executive Officer and Chairman of the Board of Trustees of Paragon      Real Estate Equity and Investment Trust, a real estate company      currently focused on value-added real estate and investments in      shares of publicly-traded real estate investment trusts, and since      1978, as the Chief Executive Officer/Founder of MDC Realty Corporation, a      privately held residential and commercial real estate development      company.  From 1999 to 2002, Mr. Mastandrea served as Chief      Executive Officer of Eagle’s Wings Aviation Corporation.  From      1994 to 1998, Mr. Mastandrea served as Chairman & CEO of First Union      Real Estate Investments, a NYSE listed real estate investment      trust.  Mr. Mastandrea is a director of Cleveland State      University Foundation Board and a member of the Strategic Planning      Committee, a director and a member of the real estate committee of      University Circle Inc., a development, service and advocacy organization,      and a director of the Calvin Business Alliance Board at Calvin College,      Grand Rapids, Michigan. |   | 2006               |

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| Chris      A. Minton |   | 71     |   | Mr.      Minton was formerly a Vice President with Lockheed      Martin.  Since retiring from Lockheed Martin in 1995, Mr. Minton      has managed his personal investments and served as a member of the board      of Mount Carmel High School.  Mr. Minton graduated from      Villanova University with a Bachelors Degree, and he is a licensed CPA      (retired status) in the State of Texas.  He has been awarded the      Gold Knight of Management award for achievements as a professional manager      by the National Management Association. |   | 2000   |
|----------------------|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                 |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
| Chand      Vyas(2)   |   | 63     |   | Mr.      Vyas has been the Founder, Chairman and Chief Executive Officer of Mobile      Armor, a leading provider of next generation Enterprise Moblie Data      Security headquartered in St. Louis, Missouri since 2002.                                                                                                                                                                                                                                                                                                                                                                |   | 2002   |

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| Executive      Officers   |   | Age(1) |   | Position                                                                                               |   | Recent      Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|---------------------------|--------|--------|--------|--------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| James      C. Mastandrea  |   | 64     |   | Chairman      of the Board of Trustees and Chief Executive Officer (October 2006 –      present) |   | President,      Chief Executive Officer and Chairman of the Board of Trustees of Paragon      Real Estate Equity and Investment Trust, a real estate company      currently focused on value-added real estate and investments in      shares of publicly-traded real estate investment trusts (2003 –      present), Chief Executive Officer/Founder of MDC Realty Corporation, a      privately held residential and commercial real estate development company      (1978 – present), Chief Executive Officer of Eagle’s Wings Aviation      Corporation (1999 -2002), Chairman of the Board of Trustees and Chief      Executive Officer of First Union Real Estate Investments, a NYSE listed      REIT (1994 – 1998). |
|                      |   |   |   |                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| John      J. Dee          |   | 57     |   | Chief      Operating Officer (October 2006 – present)                                            |   | Trustee,      Senior Vice President, and Chief Financial Officer of Paragon Real Estate      Equity and Investment Trust (2003 – present), Senior Vice President and      Chief Financial Officer of MDC Realty Corporation, a privately held      residential and commercial real estate development company (2002 – 2003),      Director of Finance and Administration for Frantz Ward, LLP (2000 – 2002),      several management positions and most recently Senior Vice President and      Chief Accounting Officer with First Union Real Estate Investments, a NYSE      listed REIT (1978 to 2000).                                                                                                                                       |
|                      |   |   |   |                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| David      K. Holeman     |   | 44     |   | Chief      Financial Officer (November 2006 – present)                                           |   | Chief      Financial Officer of Hartman Management, our former advisor (2006), Vice      President and Chief Financial Officer of Gexa Energy, a NASDAQ listed      retail electricity provider (2004 – 2006), Controller and most recently      Chief Financial Officer of Houston Cellular Telephone Company (1994 –      2003).                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                      |   |   |   |                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Valarie      L. King      |   | 46     |   | Sr.      Vice President of Property Management (October 2006 –    present)                       |   | Several      management positions and most recently Vice President of Property      Management for Hartman Management, our former advisor (2000 –      2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                      |   |   |   |                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Daniel      E. Nixon, Jr. |   | 59     |   | Sr.      Vice President of Leasing and Redevelopment (July 2007 –      present)                  |   | Executive      Vice President for Hull Storey Retail Group, LLC, owner of 17 enclosed      malls, totaling 11 million square feet (2000 – 2007), several management      positions and most recently Executive Vice President, Director of Retail      at First Union Real Estate Investments, a NYSE listed REIT      (1978-1999).                                                                                                                                                                                                                                                                                                                                                                                                                          |

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| Name                  |   | FeesEarned      orPaid      in Cash |   |   | Total  |   |
|-----------------------|--------|-------------------------------------|--------|--------|--------|--------|
| Jack      L. Mahaffey |   | $                                   | 18,000 |   |   | $      | 18,000 |   |
| Chris      A. Minton  |   |                                | 18,000 |   |   |   | 18,000 |   |
| Chand      Vyas(1)    |   |                                | 18,000 |   |   |   | 18,000 |   |

| (1) | Mr.      Vyas resigned in January 2008 due to personal time constraints and due to      his own company business requiring more of his  time. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------|

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|   | ● | Base Salary –      reflective of position, responsibility and experience, and correlated with      market based salary levels for similar positions and competitor      companies.  The Committee presently believes that the      competitive market 50th      percentile level is the appropriate benchmark to target for base      salary at this time in the Company’s growth and size.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | ● | Annual Incentive      Bonus – an opportunity for selected employees (and potentially all      employees) to receive an annual cash (or potentially cash and shares)      award based on the achievement of specific organization, operating and      financial goals and objectives at three levels during any fiscal year of      Company operation:- Corporate      performance;- Business unit (functional area)      performance; and- Individual      performance.The      Company currently has not formalized an annual incentive plan, but will be      designing a plan in the near future.   The Committee      believes that any design of an annual incentive plan should establish a      threshold, target and maximum incentive opportunity for      participants.  Additionally, the annual incentive plan should be      designed to provide an effective weighting and performance measurement      system to Company, business unit (functional) and individual objectives,      and be flexible to adapt to changing Company needs and      circumstances. |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | ● | Long-Term Incentive      Plan – an opportunity for selected key employees (and potentially      all employees) to participate in a long-term equity incentive plan which      would provide awards of equity (restricted stock, phantom units or      options) upon the long-term achievement of incremental value of the      Company and its shareholders. The Company is in the process of evaluating      such a program and will be further developing the plan during      2008.  This plan would be designed to align employees with the      long-term strategy of the Company and is expected to be an important      component of total compensation and key employee  retention.                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | ● | Benefits and Other      Perquisites – The Company provides the Named Executive Officers      (and all other employees) a full range of benefits related to insurances      for health and security.  These benefit plans, and other      perquisites to key employees, are consistent with the Company’s      competitors for experienced executives and are an important component of      employee retention.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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|   | ● | Compensation is linked      to performance.  Executive pay is linked to Company and      individual performance.  Named Executive Officers should be      rewarded for achieving annual strategic, operating, and financial      goals.  Goals should be defined and directed by the Company      strategic plan.  Long-term compensation should promote retention      and align management and employees with the long-term interests of      shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ● | Compensation elements      should      be appropriately      balanced.  The mix of compensation elements will      vary with position and with Company circumstances.  Base salary      and benefits are designed to attract and retain experienced key      personnel.  Annual incentives emphasize annual objectives, while      long-term compensation emphasizes growth in profitability and shareholder      value.  The proportion of “guaranteed” and “at risk (incentive)”      compensation should be structured by position consistent with      responsibility, target total compensation level, and market      benchmarks.  Additionally, a severance benefits program is      appropriate to encourage retention and objectivity in connection with      events that may trigger a change in control of the Company or other      circumstances of separation.  The Company does not currently      have a severance benefits program, but expects to develop one in the      future. |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ● | Compensation should be      fair and      competitive.  The Company and the Committee strive      to establish fair and competitive compensation for the Named Executive      Officers (and other management), and does so by the process and assessment      methods to be outlined in the Company plan documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ● | Executive stock      ownership is expected.  The Company believes that all      executive officers (and to the extent possible, all employees) should be      shareholders of the Company.  The Company and the Committee will      facilitate, and adopt a program to achieve this objective for executive      ownership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ● | The Committee and      Board exercise independent judgment.  On behalf of the      shareholders, the Committee and the Board ensure that executive      compensation is appropriate and effective, and that all assessments,      advisors, analysis, discussion, rationale and decision making are through      the exercise of independent judgment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ● | Compensation may be      structured to meet corporate tax and accounting rules.  The      Company generally structures the Named Executive Officers’ compensation so      that all elements of pay are tax deductible to the      Company.  Section 162(m) of the Internal Revenue Code limits the      amount of compensation the Company may deduct in any fiscal      year.  Compensation above these limits can be deducted if it is      awarded under shareholder approved “performance based” incentive      compensation plan.  Under an annual incentive plan, awards which      would limit the deductibility of compensation by the Company may (upon      approval of the Committee) be delayed into a period where the deduction      can be taken.  The Company adheres to all Financial Accounting      Standards Board rules and regulations related to the accounting treatment      and reporting of compensation expense and  valuation.                                                                   |

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|   | ● | Competitive      public real estate companies in Whitestone’s major  markets;                                                                                                                |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                               |
|   | ● | Public      companies with market capitalization (implied market cap) of $150 million      to $750 million and within the retail shopping center, office, industrial      and diversified sectors. |
|   |    |                                                                                                                                                                                               |
|   | ● | Private      real estate investment and development companies based on portfolio size      and range of geographicinvestments.                                                                     |

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| Acadia      Realty Trust               | PS      Business Parks                 |
|----------------------------------------|----------------------------------------|
| AmREIT                                 | Ramco-Gershenson      Properties Trust |
| Capital      Lease funding, Inc.       | Republic      Property Trust           |
| Cedar      Shopping Centers, Inc.      | Saul      Centers, Inc.                |
| Columbia      Equity Trust             | Spirit      Finance Corporation        |
| First      Potomac Realty Trust        | Thomas      Properties Group, Inc.     |
| Government      Properties Trust, Inc. | Urstadt      Biddle Properties, Inc.   |
| Kite      Realty Group Trust           | Winthrop      Realty Trust             |
| Marcus      Corporation                |                                   |

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|   | Respectfully      submitted,                |   |
|--------|---------------------------------------------|--------|
|   |                                        |   |
|   | Whitestone      REIT Compensation Committee |
|   |                                        |   |
|   | Jack      L. Mahaffey, Chairman             |   |
|   | Donald      F. Keating                      |   |
|   | Chris      A. Minton                        |   |

| Name      and Position                      |   | Year   |   | Salary |    |   | Bonus  |   |    | All      OtherCompensation |   |   | Total   |   |
|---------------------------------------------|--------|--------|--------|--------|---------|--------|--------|--------|---------|----------------------------|--------|--------|---------|--------|
|                                        |   |   |   | A      |    |   | B      |   |    | C                          |   |   | D       |   |
| James      C. Mastandrea                    |   | 2007   |   | $      | 200,000 |   |   |   | — |                       |   | $      | 51,541  | (1)    |   | $ | 251,541 |   |
| Chairman      & Chief Executive Officer |   | 2006   |   |   | 50,000  |   |   |   | — |                       |   |   | — |   |   |   | 50,000 |   |
|                                        |   |   |   |   |    |   |   |   |    |                       |   |   |    |   |   |   |   |   |
| John      J. Dee                            |   | 2007   |   |   | 160,000 |   |   |   | — |                       |   |   | 26,994  | (2)    |   |   | 186,994 |   |
| Chief      Operating Officer                |   | 2006   |   |   | 39,385  |   |   |   | 20,000  |                       |   |   | — |   |   |   | 59,385 |   |
|                                        |   |   |   |   |    |   |   |   |    |                       |   |   |    |   |   |   |   |   |
| David      K. Holeman                       |   | 2007   |   |   | 170,000 |   |   |   | — |                       |   |   | 2,550   | (3)    |   |   | 172,550 |   |
| Chief      Financial Officer                |   | 2006   |   |   | 21,577  |   |   |   | — |                       |   |   | — |   |   |   | 21,577 |   |
|                                        |   |   |   |   |    |   |   |   |    |                       |   |   |    |   |   |   |   |   |
| Valarie      L. King                        |   | 2007   |   |   | 100,375 |   |   |   | — |                       |   |   | 1,500   | (4)    |   |   | 101,875 |   |
| SVP      - Property Management              |   | 2006   |   |   | 19,231  |   |   |   | — |                       |   |   | — |   |   |   | 19,231 |   |
|                                        |   |   |   |   |    |   |   |   |    |                       |   |   |    |   |   |   |   |   |
| Daniel      E. Nixon, Jr.                   |   | 2007   |   |   | 77,085  |   |   |   | 10,000  |                       |   |   | 11,073  | (5)    |   |   | 98,158 | (6) |
| SVP      - Leasing and Redevelopment        |   |   |   |   |    |   |   |   |    |                       |   |   |    |   |   |   |   |   |

| A.     | Base      salary paid in 2007and 2006.                                                                                                                                                                                                                                         |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                           |
| B.     | Discretionary      bonus for 2007 for Mr. Nixon.  Mr. Dee’s bonus was awarded in      2006 and paid in 2008.                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                           |
| C.     | See      individual footnotes for details.                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                           |
| D.     | Total      of all items in this table.                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                           |
| (1)    | Represents      the incremental cost of Company automobiles not used exclusively for      business purposes, temporary housing, matching contributions under our      401(k) plan of $3,000, Company-paid health insurance, and Company-paid      personal and spousal travel. |
|   |                                                                                                                                                                                                                                                                           |
| (2)    | Represents      the cost of Company automobiles not used exclusively for business      purposes, temporary housing, matching contributions under our 401(k) plan      of $2,400, and Company-paid personal and spousaltravel.                                                  |
|   |                                                                                                                                                                                                                                                                           |
| (3)    | Represents      matching contributions under our 401(k) plan of $2,550.                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                           |
| (4)    | Represents      matching contributions under our 401(k) plan of $1,500.                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                           |
| (5)    | Represents      auto allowance, temporary housing, Company-paid health insurance and      Company-paid personal and spousal travel                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                           |
| (6)    | Mr.      Nixon began employment with the Company in July 2007.  As such,      total compensation in 2007 reflects a partial  year.                                                                                                                                   |

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|                                                                           |   | Common      SharesBeneficially      Owned(1) |       |   | Percent                                     |   |
|--------------------------------------------------------------------------------|--------|----------------------------------------------|------------|--------|---------------------------------------------|--------|
| Name      of Beneficial Owner                                                  |   | Actual                                       |       |   | AssumingConversion      ofAll      OP Units |   |   | Actual |   |   | AssumingConversionofAll      OP Units |   |
| Named Executive      Officers:                                                 |   |                                         |       |   |                                        |   |   |   |   |   |   |   |
| James      C. Mastandrea                                                       |   |                                         | —    |   |                                        |   | — |   |   |   | — |   |   |   | — |   |
| John      J. Dee                                                               |   |                                         | —    |   |                                        |   | — |   |   |   | — |   |   |   | — |   |
| David      K. Holeman                                                          |   |                                         | —    |   |                                        |   | — |   |   |   | — |   |   |   | — |   |
| Valarie      L. King                                                           |   |                                         | —    |   |                                        |   | — |   |   |   | — |   |   |   | — |   |
| Daniel      E. Nixon, Jr.                                                      |   |                                         | —    |   |                                        |   | — |   |   |   | — |   |   |   | — |   |
| Non-Employee      Trustees:                                                    |   |                                         |       |   |                                        |   |   |   |   |   |   |   |   |   |   |   |
| Donald      F. Keating                                                         |   |                                         | 39,432.73  |   |                                        |   | 63,689.75 |   |   |   | * |   |   |   | * |   |
| Jack      L. Mahaffey                                                          |   |                                         | 72,730.50  |   |                                        |   | 104,673.18 |   |   |   | * |   |   |   | 1.04 | % |
| Chris      A. Minton (2)                                                       |   |                                         | 44,671.74  |   |                                        |   | 74,902.53 |   |   |   | * |   |   |   | * |   |
| Chand      Vyas(3)                                                             |   |                                         | 142,857.00 |   |                                        |   | 142,857.00 |   |   |   | 1.43 | % |   |   | 1.43 | % |
| All executive officers and      trustees as a Group (consists of 9 persons)(4) |   |                                         | 299,691.97 |   |                                        |   | 386,122.46 |   |   |   | 3.00 | % |   |   | 3.83 | % |
| Other:                                                                         |   |                                         |       |   |                                        |   |   |   |   |   |   |   |   |   |   |   |
| Allen      R. Hartman (5)                                                      |   |                                         | 293,961.54 |   |                                        |   | 2,593,806.39 |   |   |   | 2.94 | % |   |   | 21.09 | % |

| (1)    | Beneficial      ownership is determined in accordance with the rules of the SEC that deem      shares to be beneficially owned by any person or group who has or shares      voting and investment power with respect to those      shares.  Actual amounts do not take into account OP Units held      by the named person that are exchangeable for our common      shares.  The percentage ownership column that includes the OP      Units assumes only the named person has converted his OP Units for our      shares and does not give effect to any conversion of OP Units by any other      person. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (2)    | Includes      44,671.74 common shares and 30,230.79 OP Units owned by Mr. Minton’s wife      for which Mr. Minton shares voting and dispositive  power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (3)    | Mr.      Vyas resigned in January 2008 due to personal time constraints and due to      his own company business requiring more of his time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (4)    | None      of the shares beneficially owned by our trustees has been pledged as      security for an obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (5)    | Information      obtained from corporate shareholder records. Includes ownership of      1,231,392.58 OP Units received in exchange for properties that were      contributed from Hartman RE Income Properties XIV, LP to the Operating      Partnership.  Mr. Hartman is general partner of Hartman RE Income      Properties XIV, LP, and he may have the ability to convert the OP units      into common shares and to vote the common shares after conversion, though      he has not disclosed to us his ownership rights in those OP      units.                                                                    |

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|                        |   | 2007                |    |   | 2006   |   |
|-----------------------------|--------|---------------------|---------|--------|--------|--------|
| Category      of Service    |   | (in      thousands) |    |
| Audit      fees (1)         |   | $                   | 233.4   |   |   | $      | 249.7 |   |
| Audit-related      fees (2) |   |                | — |   |   |   | 39.3 |   |
| Tax      fees (3)           |   |                | 58.9    |   |   |   | 5.4 |   |
| All      other fees         |   |                | — |   |   |   | — |   |
| Total                       |   | $                   | 292.3   |   |   | $      | 294.4 |   |

| (1)    | Audit      fees were for professional services rendered in connection with the audit      of our 2007 and 2006 consolidated financial statements and reviews of our      quarterly consolidated financial statements within those      years. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                          |
| (2)    | Audit-related      fees were for professional services rendered in connection with a review      of our consolidated financial statements and other financial data included      in our Registration Statement on Form S-11.                  |
|   |                                                                                                                                                                                                                                          |
| (3)    | Tax      fees were for assistance with matters principally related to tax      compliance, tax planning and taxadvice.                                                                                                                        |

----

| Exhibit      No. | Description                                                                                                                                                                                                                                                                                     |
|------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                            |
| 3.1              | Declaration      of Trust of Whitestone REIT, a Maryland real estate investment trust      (previously filed as and incorporated by reference to Exhibit 3.1 to the      Registrant’s Registration Statement on Form S-11/A, Commission File No.      333-111674, filed on May 24, 2004)  |
|             |                                                                                                                                                                                                                                                                                            |
| 3.2              | Articles      of Amendment and Restatement of Declaration of Trust of Whitestone REIT      (previously filed as and incorporated by reference to Exhibit 3.2 to the      Registrant’s Registration Statement on Form S-11/A, Commission File No.      333-111674, filed on July 29, 2004) |
|             |                                                                                                                                                                                                                                                                                            |
| 3.3              | Articles      Supplementary (previously filed as and incorporated by reference to      Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on December 6, 2006)                                                                      |
|             |                                                                                                                                                                                                                                                                                            |
| 3.4              | Bylaws      (previously filed as and incorporated by reference to Exhibit 3.2 to the      Registrant’s Registration Statement on Form S-11, Commission File No.      333-111674, filed on December 31, 2003)                                                                              |
|             |                                                                                                                                                                                                                                                                                            |
| 3.5              | First      Amendment to Bylaws (previously filed as and incorporated by reference to      Exhibit 3(ii).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on December 6, 2006)                                                                  |
|             |                                                                                                                                                                                                                                                                                            |
| 3.6              | Second      Amendment to Bylaws (previously filed as and incorporated by reference to      Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on March 3, 2008)                                                                     |
|             |                                                                                                                                                                                                                                                                                            |
| 3.7              | Third      Amendment to Bylaws (previously filed as and incorporated by reference to      Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on April 14, 2008)                                                                     |
|             |                                                                                                                                                                                                                                                                                            |
| 3.8              | Restatement      of Third Amendment to Bylaws (previously filed as and incorporated by      reference to Exhibit 3(i).1 to the Registrant’s Current Report on Form      8-K, Commission File No. 000-50256, filed on April 17,    2008)                                                   |
|             |                                                                                                                                                                                                                                                                                            |
| 4.1              | Specimen      certificate for common shares of beneficial interest, par value $.001      (previously filed as and incorporated by reference to Exhibit 4.2 to the      Registrant’s Registration Statement on Form S-11, Commission File No.      333-111674, filed on December 31, 2003) |
|             |                                                                                                                                                                                                                                                                                            |
| 10.1             | Agreement      of Limited Partnership of Hartman REIT Operating Partnership, L.P.      (previously filed as and incorporated by reference to Exhibit 10.1 to the      Registrant’s General Form for Registration of Securities on Form 10, filed      on April 30, 2003)                  |
|             |                                                                                                                                                                                                                                                                                            |
| 10.2             | Amended      and Restated Property Management Agreement (previously filed and      incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-K      Annual Report for the year ended December 31, 2004, filed on March 31,      2005) (terminated on October 2, 2006)         |
|             |                                                                                                                                                                                                                                                                                            |
| 10.3             | Advisory      Agreement (previously filed and incorporated by reference to Exhibit 10.3      to the Registrant’s Annual Report on Form 10-K for the year ended December      31, 2004, filed on March 31, 2005) (terminated on September 30,      2006)                                   |
|             |                                                                                                                                                                                                                                                                                            |
| 10.4             | Certificate      of Formation of Hartman REIT Operating Partnership II GP, LLC (previously      filed as and incorporated by reference to Exhibit 10.3 to the Registrant’s      General Form for Registration of Securities on Form 10, filed on April 30,      2003)                     |

----

| Exhibit      No. | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.5             | Limited      Liability Company Agreement of Hartman REIT Operating Partnership II GP,      LLC (previously filed as and incorporated by reference to Exhibit 10.4 to      the Registrant’s General Form for Registration of Securities on Form 10,      filed on April 30, 2003)                                                                                                                                                                                                                 |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.6             | Agreement      of Limited Partnership of Hartman REIT Operating Partnership II, L.P.      (previously filed as and incorporated by reference to Exhibit 10.6 to the      Registrant’s General Form for Registration of Securities on Form 10, filed      on April 30, 2003)                                                                                                                                                                                                                      |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.7             | Promissory      Note, dated December 20, 2002, between Hartman REIT Operating Partnership      II, L.P. and GMAC Commercial Mortgage Corporation (previously filed as and      incorporated by reference to Exhibit 10.7 to the Registrant’s General Form      for Registration of Securities on Form 10, filed on April 30,      2003)                                                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.8             | Deed      of Trust and Security Agreement, dated December 20, 2002, between Hartman      REIT Operating Partnership II, L.P. and GMAC Commercial Mortgage      Corporation (previously filed as and incorporated by reference to Exhibit      10.8 to the Registrant’s General Form for Registration of Securities on      Form 10, filed on April 30, 2003)                                                                                                                                     |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.9             | Loan      Agreement between Hartman REIT Operating Partnership, L.P. and Union      Planter’s Bank, N.A. (previously filed as and incorporated by reference to      Exhibit 10.10 to Amendment No. 2 to the Registrant’s General Form for      Registration of Securities on Form 10, filed on August 6,      2003)                                                                                                                                                                        |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.11+           | Summary      Description of Whitestone REIT Trustee Compensation Arrangements      (previously filed and incorporated by reference to Exhibit 10.11 of the      Registrant’s Annual Report on Form 10-K for the year ended December 31,      2004, filed on March 31, 2005)                                                                                                                                                                                                                      |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.12            | Form      of Agreement and Plan of Merger and Reorganization (previously filed as      and incorporated by reference to the Registrant’s Proxy Statement, filed      on April 29, 2004)                                                                                                                                                                                                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.13            | Dealer      Manager Agreement (previously filed and as incorporated by reference to      Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year      ended December 31, 2004, Commission File No. 000-50256, Central Index Key      No. 0001175535, filed on March 31, 2005)                                                                                                                                                                                                  |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.14            | Escrow      Agreement (previously filed as and incorporated by reference to Exhibit      10.14 to the Registrant’s Annual Report on Form 10-K for the year ended      December 31, 2004, filed on March 31, 2005)                                                                                                                                                                                                                                                                                |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.15            | Form      of Amendment to the Agreement of Limited Partnership of Hartman REIT      Operating Partnership, L.P. (previously filed in and incorporated by      reference to the Registrant’s Registration Statement on Form S-11,      Commission File No. 333-111674, filed on December 31,  2003)                                                                                                                                                                                               |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.16            | Revolving      Credit Agreement among Hartman REIT Operating Partnership, L.P., Hartman      REIT Operating Partnership III LP, and KeyBank National Association      (together with other participating lenders), dated June 2, 2005      (previously filed as and incorporated by reference to Exhibit 10.13 to      Post-Effective Amendment No. 1 to the Registrant’s Registration Statement      on Form S-11, Commission File No. 333-111674, filed on June 17,      2005)                 |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.17            | Form      of Revolving Credit Note under Revolving Credit Agreement among Hartman      REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III      LP, and KeyBank National Association (together with other participating      lenders) (previously filed as and incorporated by reference to Exhibit      10.14 to Post-Effective Amendment No. 1 to the Registrant’s Registration      Statement on Form S-11, Commission File No. 333-111674, filed on June 17,      2005) |

----

| Exhibit      No. | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.18            | Guaranty      under Revolving Credit Agreement among Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III LP, and KeyBank National      Association (together with other participating lenders) (previously filed      as and incorporated by reference to Exhibit 10.15 to Post-Effective      Amendment No. 1 to the Registrant’s Registration Statement on Form S-11,      Commission File No. 333-111674, filed on June 17, 2005)                                                    |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.19            | Form      of Negative Pledge Agreement under Revolving Credit Agreement among      Hartman REIT Operating Partnership, L.P., Hartman REIT Operating      Partnership III LP, and KeyBank National Association (together with other      participating lenders) (previously filed as and incorporated by reference      to Exhibit 10.16 to Post-Effective Amendment No. 1 to the Registrant’s      Registration Statement on Form S-11, Commission File No. 333-111674, filed      on June 17, 2005)                      |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.20            | Form      of Collateral Assignment of Partnership Interests under Revolving Credit      Agreement among Hartman REIT Operating Partnership, L.P., Hartman REIT      Operating Partnership III LP, and KeyBank National Association (together      with other participating lenders) (previously filed as and incorporated by      reference to Exhibit 10.17 to Post-Effective Amendment No. 1 to the      Registrant’s Registration Statement on Form S-11, Commission File No.      333-111674, filed on June 17, 2005) |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.21            | Modification      Agreement, dated as of February 28, 2006, between Hartman REIT Operating      Partnership II, L.P. and GMAC Commercial Mortgage Corporation (previously      filed and incorporated by reference to Exhibit 10.1 to the Registrant’s      Current Report on Form 8-K, filed March 3, 2006)                                                                                                                                                                                                              |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.22            | Interest      Rate Swap Agreement dated as of March 16, 2006, between Hartman REIT      Operating Partnership, L.P., Hartman REIT Operating Partnership III LP,      and KeyBank National Association (previously filed as and incorporated by      reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K      for the year ended December 31, 2005, filed on March 31,    2006)                                                                                                                      |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.23            | Waiver      and Amendment No. 1, dated May 8, 2006, between Hartman REIT Operating      Partnership, L.P., Hartman REIT Operating Partnership III, L.P., and      KeyBank National Association, as agent for the consortium of lenders      (previously filed and incorporated by reference to Exhibit 10.23 to the      Registrant’s Quarterly Report on Form 10-Q, filed on May 12,      2006)                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.24            | Amendment      No. 2, dated May 19, 2006, between Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III, L.P., and KeyBank National      Association, as agent for the consortium of lenders (previously filed and      incorporated by reference to Exhibit 10.24 to the Registrant’s Annual      Report on Form 10-K for the year ended December 31, 2006, filed on March      30, 2007)                                                                                                |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.25            | Promissory      Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated      March 1, 2007 (previously filed and incorporated by reference to Exhibit      10.24 to the Registrant’s Annual Report on Form 10-K for the year ended      December 31, 2006, filed on March 30, 2007)                                                                                                                                                                                                                       |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.26            | Amendment      No. 3, dated March 26, 2007, between Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III, L.P., and KeyBank National      Association, as agent for the consortium of lenders (previously filed and      incorporated by reference to Exhibit 10.24 to the Registrant’s Annual      Report on Form 10-K for the year ended December 31, 2006, filed on March      30, 2007)                                                                                              |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.27            | Amendment      No. 5, dated October 31, 2007, between Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III, L.P., and KeyBank National      Association, as agent for the consortium of lenders (previously filed and      incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14,2007)                                                                                                                                 |

----

| Exhibit      No. | Description                                                                                                                                                                                                                                                                                                                                                                                   |
|------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.28            | Amendment      No.6, dated March 11, 2008, between Whitestone REIT Operating Partnership,      L.P., Whitestone REIT Operating Partnership III, L.P., and KeyBank      National Association, as agent for the consortium of lenders (previously      filed and incorporated by reference to Exhibit 10.28 to the Registrant’s      Annual Report on Form 10-K, filed on March 31, 2008) |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.29            | Term      Loan Agreement among Whitestone REIT Operating Partnership, L.P.,      Whitestone Pima Norte LLC, and KeyBank National Association, dated January      25, 2008 (previously filed and incorporated by reference to Exhibit 10.29      to the Registrant’s Annual Report on Form 10-K, filed on March 31,      2008)                                                           |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.1             | Code      of Business Conduct and Ethics effective May 14, 2007 (previously filed      and incorporated by reference to Exhibit 14.1 to the Registrant’s      Quarterly Report on Form 10-Q, filed on November 14,  2007)                                                                                                                                                               |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 99.1             | Insider      Trading Compliance Policy effective May 14, 2007 (previously filed and      incorporated by reference to Exhibit 99.1 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14, 2007)                                                                                                                                                                  |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 99.2             | Nominating      and Governance Committee Charter effective May 14, 2007 (previously filed      and incorporated by reference to Exhibit 99.2 to the Registrant’s      Quarterly Report on Form 10-Q, filed on November 14,  2007)                                                                                                                                                       |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 99.3             | Audit      Committee Charter effective May 14, 2007 (previously filed and      incorporated by reference to Exhibit 99.3 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14, 2007)                                                                                                                                                                            |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 99.4             | Compensation      Committee Charter effective May 14, 2007 (previously filed and      incorporated by reference to Exhibit 99.4 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14, 2007)                                                                                                                                                                     |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.1             | List      of subsidiaries of Whitestone REIT (previously filed as and incorporated      by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form      10-K for the year ended December 31, 2004, filed on March 31,      2005)                                                                                                                                            |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 24.1             | Power      of Attorney (included on the Signatures page hereto)                                                                                                                                                                                                                                                                                                                               |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 31.1*            | Certification      of Principal Executive Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                              |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 31.2*            | Certification      of Principal Financial Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                              |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 32.1*            | Certificate      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley      Act of 2002                                                                                                                                                                                                                                                                                    |
|             |                                                                                                                                                                                                                                                                                                                                                                                          |
| 32.2*            | Certificate      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley      Act of 2002                                                                                                                                                                                                                                                                                    |

| * | Filed      herewith                                                    |
|---|------------------------------------------------------------------------|
| + | Denotes      management contract or compensatory plan or  arrangement. |

----

|                                  | WHITESTONE      REIT                       |   |
|---------------------------------------|--------------------------------------------|--------|
|                                  |                                       |   |
| Dated:  April      29, 2008 | /s/ James C. Mastandrea                    |   |
|                                  | James      C. Mastandrea, Chairman and CEO |

| April      29, 2008 | /s/ James C. Mastandrea                                     |   |
|---------------------|-------------------------------------------------------------|--------|
|                | James      C. Mastandrea, Chairman and CEO                  |
|                | (Principal      Executive Officer)                          |   |
|                |                                                        |   |
| April      29, 2008 | /s/ David K. Holeman                                        |   |
|                | David      K. Holeman, Chief Financial Officer              |
|                | (Principal      Financial and Principal Accounting Officer) |
|                |                                                        |   |
| April      29, 2008 | /s/ Donald F. Keating                                       |   |
|                | Donald      F. Keating, Trustee                             |   |
|                |                                                        |   |
| April      29, 2008 | /s/ Jack L. Mahaffey                                        |   |
|                | Jack      L. Mahaffey, Trustee                              |   |
|                |                                                        |   |
| April      29, 2008 | /s/ Chris A. Minton                                         |   |
|                | Chris      A. Minton, Trustee                               |   |