**Exhibit
      10.24**






AMENDMENT
      NO. 2 TO REVOLVING CREDIT AGREEMENT






This
      Amendment No. 2 (this "Amendment No. 2") to Revolving Credit Agreement
      is made and entered into and has an effective date as of the 19 th  day
      of
      May, 2006,
      by
      and among HARTMAN REIT OPERATING PARTNERSHIP, 4.P. ("Hartman OP"), HARTMAN
      REIT
      OPERATING PARTNERSHIP III, L.P. ("Hartman III") and the Subsidiaries
      of Hartman OP and/or Hartman III which are listed on Schedule 1 (as amended
      in
      connection herewith and as such Schedule I may be amended from time to time)
      (Hartman OP, Hartman III and any such Subsidiary being hereinafter referred
      to
      collectively as the "Borrower" unless referred to in their individual
      capacities) to a certain Revolving
      Credit Agreement (as amended, the "Credit Agreement") dated as of March 11,
      2005,
      each having its principal place of business at 1450 West Sam Houston Parkway North,
      Suite 100, Houston, Texas 77043, KEYBANK NATIONAL ASSOCIATION ("KeyBank"),
      having a principal place of business at 127 Public Square, Cleveland, Ohio 44114,
      and certain other lenders individually and in certain agent capacities
      (collectively with
      KeyBank, the "Lenders") and KeyBank, as administrative agent for itself and
      each other
      Lender (the "Agent").




WHEREAS,
      the Borrower has requested certain amendments to the Credit Agreement, as set
      forth herein.




NOW,
      THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable
      consideration by each of the parties hereto, the receipt and sufficiency of
      which are hereby acknowledged, it is agreed as follows:




1.
            Capitalized
                terms used but not defined herein shall have the respective meanings
                assigned to such terms in the Credit
                Agreement.




2.
            From
                and after the effective date
                hereof:




(a)
            The
                term Loan Documents shall include this Amendment No. 2 toCredit
                Agreement, dated as of May 19, 2006, among the Borrower,the
                Lenders and the Agent.




(b)
            The
                following definition shall be added to the Credit
                Agreement:




"Consolidated
      Tangible Net Worth. As
      of any
      date of determination,
      an amount equal to the total shareholders' equity of the
      Borrower and its Subsidiaries, as determined in accordance with
      GAAP, as reported on the Borrower's Consolidated balance sheet,
      less all assets that are considered to be intangible assets under
      GAAP, including, without limitation, customer lists, goodwill,
      computer software, copyrights, trade names trademarks,










patents,
      franchises, licenses, unamortized deferred charges, unamortized
      debt discount and capitalized research and development
      costs."




(e)
            Section
                10 of the Credit Agreement is amended to add thefollowing new Section 10.8:"




§10.8. Consolidated
      Tangible Net Worth. As
      at the
      end of any fiscal
      quarter or any other date of measurement, the Consolidated Tangible
      Net Worth of the Borrower and its Subsidiaries shall not be
      less
      than the sum of (i) $30,000,000 plus (ii)
      75%
      of the aggregate
      proceeds received by the Trust (net of fees and expenses customarily
      incurred in transactions of such type) in connection with
      any
      offering of stock in the Trust, plus (iii)
      75%
      of the aggregate value of operating units issued by the Borrower in connection
      with asset or stock acquisitions (valued at the time of issuance
      by reference to the terms of the agreement pursuant to which
      such units are issued), provided that
      issuances of operating units
      to
      the Trust in connection with additional capital contributions
      made by the Trust in the Borrower shall be excluded from
      this
      clause (iii), in each case after May  2006
      and
      on or




prior
      to
      the date such determination of Consolidated Tangible Net Worth
      is
      made."




3.
            The
                Borrower hereby represents and warrants as
                follows:




(a)  Representations
      in Credit Agreement. Both
      before and after giving effect
      to
      this Amendment No. 2, each of the representations and warranties made
      by
      or on behalf of the Borrower, the Trust or any of their respective Subsidiaries
      contained in the Credit Agreement or any of the other Loan Documents,
      was true when made and is true on and as of the date hereof with
      the
      same full force and effect as if each of such representations and warranties
      had been made on the date hereof and in this Amendment No. 2, except to the
      extent that such representations and warranties relate expressly
      to an earlier date.




(b)  No
      Events of Default. No
      Default or Event of Default exists on the date
      hereof (both before and after giving effect to this Amendment No.
      2).




(c) Binding
      Effect of Documents. This
      Amendment No. 2 has been duly executed
      and delivered by the Borrower and the Trust and is in full force and
      effect as of the date hereof, and the agreements and obligations of the Borrower
      contained herein constitute legal, valid and binding obligations of
      the
      Borrower enforceable against the Borrower in accordance with their respective
      terms.










(a)  No
      Other Changes. Except
      as
      otherwise expressly provided by this Amendment
      No. 2, all of the terms, conditions and provisions of the Credit Agreement
      and
      each of the other Loan Documents remain unaltered.
      The Credit Agreement and this Amendment No, 2 shall be read and
      construed as one agreement.




(b)  Governing
      Law. This
      Amendment No, 2 is intended to take effect as a sealed
      instrument and shall be deemed to be a contract under the laws of the
      State
      of Ohio. This Amendment No. 2 and the rights and obligations of each of the
      parties hereto shall be governed by and interpreted and determined
      in accordance with the laws of the State of Ohio.




(c)  Binding
      Effect; Assignment. This
      Amendment No. 2 shall be binding upon
      and
      inure to the benefit of each of the parties hereto and their respective
      successors in title and assigns.




(d)  Counterparts. This
      Amendment No. 2 may be executed in any number of
      counterparts, but all such counterparts shall together constitute but one and
      the
      same agreement. In making proof of this Amendment No. 2, it shall
      not
      be necessary to produce or account for more than one counterpart thereof
      signed by each of the parties hereto.




(e)  Conflict
      with Other Agreements. If
      any of
      the terms of this Amendment
      No. 2 shall conflict in any respect with any of the terms of any
      of
      the Credit Agreement or any other Loan Document, the terms of this
      Amendment No. 2 shall be controlling.




(f)  Condition
      Precedent. The
      effectiveness of this Amendment No. 2 is subject
      to the condition precedent that the Agent shall have received, in form
      and
      substance satisfactory to it, an executed original of this Amendment
      No. 2 from each Borrower and from the Majority Lenders.




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