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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A


(Amendment No. 1)


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|           |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended December 31, 2004                                                 
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                             

Commission file number: 0-50261





G REIT, Inc.


(Exact name of registrant as specified in its charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Maryland                                                           |  | 52-2362509                              
|(State or other jurisdiction
    of incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

1551 N. Tustin Avenue, Suite 200


Santa Ana, California 92705


(Address of principal executive offices)


(877) 888-7348


(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(b) of the
Act:


|                     |  |                                          
|-------------------- |  | -----------------------------------------
|Title of Each Class: |  | Name of Each Exchange on Which Registered
|                     |  |                                          
|None                 |  | None                                     

Securities registered pursuant to Section 12(g) of the
Act:


Title of Class:





Common Stock


þ o


o




o þ












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G REIT, Inc.


Form 10-K/A


For the Year Ended December 31, 2004


Explanatory Note






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##### 






SIGNATURES






| |             
| | ------------
| | G Reit, Inc.



| |     |                        
| | --- | -----------------------
| | By: | /s/ Anthony W. Thompson

| |                                       
| | --------------------------------------
| |                                       
| | Anthony W. Thompson                   
| | Chief Executive Officer, President and
| | Chairman of the Board of Directors    
|
| | Date: April 28, 2005                  



|                                               |  |                                                     |  |                |  | 
|---------------------------------------------- |  | --------------------------------------------------- |  | -------------- |  | 
|Name                                           |  | Title                                               |  | Date          
|                                               |  |                                                     |  |               
|                                              
|/s/ Anthony W. ThompsonAnthony
    W. Thompson |  | Chief Executive Officer,
    President and Director |  | April 28, 2005
|                                              
|/s/ Scott D. PetersScott
    D. Peters         |  | Chief Financial Officer                             |  | April 28, 2005
|                                              
|/s/ Kelly J. CaskeyKelly
    J. Caskey         |  | Chief Accounting Officer                            |  | April 28, 2005
|                                              
|/s/ Gary T. WescombeGary
    T. Wescombe       |  | Director                                            |  | April 28, 2005
|                                              
|/s/ Glenn L. CarpenterGlenn
    L. Carpenter   |  | Director                                            |  | April 28, 2005
|                                              
|/s/ Edward A. JohnsonEdward
    A. Johnson     |  | Director                                            |  | April 28, 2005
|                                              
|/s/ D. Fleet WallaceD.
    Fleet Wallace       |  | Director                                            |  | April 28, 2005
|                                              
|/s/ W. Brand InlowW.
    Brand Inlow           |  | Director                                            |  | April 28, 2005

98



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##### 



EXHIBIT INDEX






|        |    |    |         |                                                                                                                                                                                                                                                                                                                                                                     
|------- | -- | -- | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |    |        
|Number  |    |    | Exhibit
|        |    |    |        
|        | 1  | .1 |         | Form of Dealer Manager Agreement between G REIT, Inc.
    and NNN Capital Corp. (included as Exhibit 1.1 to Amendment
    No. 2 to our Registration Statement on Form S-11 filed
    on January 23, 2004 (File No. 333-109640) and
    incorporated herein by reference).                                                                                           
|       
|        | 1  | .2 |         | Form of Participating Broker-Dealer Agreement (included as
    Exhibit 1.2 to Amendment No. 2 to our Registration
    Statement on Form S-11 filed on January 23, 2004 (File
    No. 333-109640) and incorporated herein by reference).                                                                                                                             
|       
|        | 3  | .1 |         | Third Amended and Restated Articles of Incorporation of the
    Registrant (included as Exhibit 3.6 to Amendment No. 3
    to our Registration Statement on Form S-11 filed on July 7,
    2002 (File No. 333-76498) and incorporated herein by
    reference).                                                                                                     
|       
|        | 3  | .2 |         | Amended and Restated Bylaws of the Registrant (included as
    Exhibit 3.4 to Amendment No. 1 to our Registration
    Statement on Form S-11 filed on April 29, 2002 (File
    No. 333-76498) and incorporated herein by reference).                                                                                                                                
|       
|        | 4  | .1 |         | Form of our Common Stock Certificate (included as
    Exhibit 4.1 to our Registration Statement on Form S-11
    filed on January 9, 2002 (File No. 333-76498) and
    incorporated herein by reference).                                                                                                                                                           
|       
|        | 10 | .1 |         | Form of Agreement of Limited Partnership of G REIT,
    L.P. (included as Exhibit 10.1 to our Registration
    Statement on Form S-11 filed on January 9, 2002 (File
    No. 333-76498) and incorporated herein by reference).                                                                                                                                      
|       
|        | 10 | .2 |         | Amended and Restated Dividend Reinvestment Plan (included as
    Exhibit C to our Prospectus, a part of Amendment No. 2
    to our Registration Statement on Form S-11 filed on
    January 23, 2004 (File No. 333-109640) and
    incorporated herein by reference).                                                                                               
|       
|        | 10 | .3 |         | Amended and Restated Stock Repurchase Plan (included as
    Exhibit D to our Prospectus, a part of Amendment No. 2
    to our Registration Statement on Form S-11 filed on
    January 23, 2004 (File No. 333-109640) and
    incorporated herein by reference).                                                                                                    
|       
|        | 10 | .4 |         | Independent Director Stock Option Plan (included as
    Exhibit 10.4 to Amendment No. 1 to our Registration
    Statement on Form S-11 filed on April 29, 2002 (File
    No. 333-76498) and incorporated herein by reference).                                                                                                                                      
|       
|        | 10 | .5 |         | Officer and Employee Stock Option Plan (included as
    Exhibit 10.5 to Amendment No. 1 to our Registration
    Statement on Form S-11 filed on April 29, 2002 (File
    No. 333-76498) and incorporated herein by reference).                                                                                                                                      
|       
|        | 10 | .6 |         | Advisory Agreement between G REIT, Inc. and Triple Net
    Properties, LLC (included as Exhibit 10.6 to our
    Registration Statement on Form S-11 filed on
    January 9, 2002 (File No. 333-76498) and incorporated
    herein by reference).                                                                                                                    
|       
|        | 10 | .7 |         | Amended and Restated Real Estate Purchase and Sale Agreement
    dated June 19, 2002 by and between MFPB 290 West, Ltd. And
    Triple Net Properties, LLC, as assigned to
    G REIT  55 Highway 290 West, LP (included as
    Exhibit 10.8 to the Current Report on Form 8-K filed
    on January 24, 2003 and incorporated herein by reference).                
|       
|        | 10 | .8 |         | First Amendment to Advisory Agreement between G REIT, Inc.
    and Triple Net Properties, LLC (included as Exhibit 10.8 to
    Post Effective Amendment No. 1 to our Registration
    Statement on Form S-11 filed on December 18, 2002 (File
    No. 333-76498) and incorporated herein by reference).                                                             
|       
|        | 10 | .9 |         | Agreement of Sale and Purchase dated as of August 14, 2002 by
    and between ASP Two Corporate Plaza, P.P. and Triple Net
    Properties, LLC, as amended and reinstated, and as assigned to
    G REIT  Two Corporate Plaza (included as
    Exhibit 10.9 to the Current Report on Form 8-K filed
    on December 13, 2002 and incorporated herein by reference).

99



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##### 



|        |    |     |         |                                                                                                                                                                                                                                                                                                                                                                              
|------- | -- | --- | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |        
|Number  |    |     | Exhibit
|        |    |     |        
|        | 10 | .10 |         | Purchase Agreement dated October 10, 2002 between Congress
    Center, LLC and Triple Net Properties, LLC, as assigned to NNN
    Congress Center, LLC, GREIT  Congress Center, LLC and
    WREIT  Congress Center, LLC (included as
    Exhibit 10.10 to the Current Report on Form 8-K filed
    on January 24, 2003 and incorporated herein by reference).              
|       
|        | 10 | .11 |         | Agreement of Sale and Purchase dated September 9, 2002 between
    1200 N Street, Ltd. And Triple Net Properties, LLC, as assigned
    to GREIT  Atrium Building LLC (included as
    Exhibit 10.12 to Post Effective Amendment No. 2 to our
    Registration Statement on Form S-11 filed on March 13, 2003
    (File No. 333-76498) and incorporated herein by reference).
|       
|        | 10 | .12 |         | Agreement of Sale and Purchase dated August 16, 2002 by and
    between Park Sahara Office Center, Ltd., LLC and Triple Net
    Properties, LLC, as partially assigned to
    G REIT  Park Sahara, LLC (included as
    Exhibit 10.1 to the Current Report on Form 8-K filed
    on March 28, 2003 and incorporated herein by reference).                                   
|       
|        | 10 | .13 |         | Form of Escrow Agreement with PriVest Bank dated
    March   , 2003 (included as Exhibit 10.13 to
    Post Effective Amendment No. 2 to our Registration
    Statement on Form S-11 filed on March 13, 2003 (File
    No. 333-76498) and incorporated herein by reference).                                                                                                  
|       
|        | 10 | .14 |         | Agreement of Purchase and Sale dated as of April 22, 2003
    by and between Procacci Financial Group, Ltd. F/K/A Procacci
    Real Estate Management Co. Ltd. and GREIT  DCF
    Campus, LLC (included as Exhibit 10.1 to the Current Report
    on Form 8-K filed on May 5, 2003 and incorporated herein by
    reference).                                               
|       
|        | 10 | .15 |         | Agreement of Purchase and Sale effective as of January 10,
    2003 by and between CCI-1150 Gemini, Ltd. and Triple Net
    Properties, LLC (included as Exhibit 10.2 to the Current
    Report on Form 8-K filed on May 5, 2003 and incorporated
    herein by reference).                                                                                                  
|       
|        | 10 | .16 |         | Agreement of Purchase and Sale and Joint Escrow Instructions
    dated as of May 6, 2003 between LNR Harbor Bay, LLC and Triple
    Net Properties, LLC (included as Exhibit 10.1 to the
    Current Report on Form 8-K filed on August 12, 2003 and
    incorporated herein by reference).                                                                                  
|       
|        | 10 | .17 |         | Real Property Purchase and Sale Agreement and Escrow
    Instructions dated as of July 2, 2003 by and between Government
    Property Fund IV, LLC and Triple Net Properties, LLC (included
    as Exhibit 10.2 to the Current Report on Form 8-K
    filed on August 12, 2003 and incorporated herein by reference).                                                        
|       
|        | 10 | .18 |         | Real Property Purchase and Sale Agreement and Escrow
    Instructions dated as of July 2, 2003 by and between Government
    Property Fund IV, LLC and Triple Net Properties, LLC (included
    as Exhibit 10.02 to the Form 8-K filed by us on August
    12, 2003 and incorporated herein by reference).                                                                   
|       
|        | 10 | .19 |         | First Amendment to Contract of Sale dated as of September 26,
    2003 by and between Savannah Teachers Properties, Inc. and
    Triple Net Properties, LLC (included as Exhibit 10.01 to
    the Form 8-K filed by us on October 24, 2003 and
    incorporated herein by reference).                                                                                        
|       
|        | 10 | .20 |         | Agreement of Purchase and Sale of Real Property and Escrow
    Instructions dated July 16, 2003 by and between RPD Properties
    II, LLC and Triple Net Properties, LLC (included as
    Exhibit 10.01 to the Form 8-K filed by us on October
    31, 2003 and incorporated herein by reference).                                                                           
|       
|        | 10 | .21 |         | Purchase and Sale Agreement and Joint Escrow Instructions dated
    as of October 22, 2003 by and between LBWTC Real Estate
    Partners, LLC and Triple Net Properties, LLC (included as
    Exhibit 10.01 to the Form 8-K filed by us on
    December 12, 2003 and incorporated herein by reference).                                                                      
|       
|        | 10 | .22 |         | Purchase and Sale Agreement and Joint Escrow Instructions dated
    as of September 26, 2003 by and between Intrarock 1, LLC and
    Triple Net Properties, LLC (included as Exhibit 10.01 to
    the Form 8-K filed by us on January 9, 2004 and
    incorporated herein by reference).                                                                                     
|       
|        | 10 | .23 |         | Purchase and Sale Agreement dated as of October 17, 2003 by and
    between Austin Jack, L.L.C. and Triple Net Properties, LLC
    (included as Exhibit 10.01 to the Form 8-K filed by us
    on February 4, 2004 and incorporated herein by reference).                                                                                                                     
|       
|        | 10 | .24 |         | First Amendment and Reinstatement of Purchase and Sale Agreement
    dated as of December 8, 2003 by and between Austin Jack,
    L.L.C. and Triple Net Properties, LLC (included as
    Exhibit 10.02 to the Form 8-K filed by us on
    February 4, 2004 and incorporated herein by reference).                                                                            

100



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|        |    |     |         |                                                                                                                                                                                                                                                                                                                                    
|------- | -- | --- | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |        
|Number  |    |     | Exhibit
|        |    |     |        
|        | 10 | .25 |         | Purchase and Sale Agreement dated as of December , 2003 by
    and between Consortium Two  Public Ledger, L.P. and
    Triple Net Properties, LLC (included as Exhibit 10.01 to
    the Form 8-K filed by us on February 24, 2004 and
    incorporated herein by reference).                                                      
|       
|        | 10 | .26 |         | Letter Agreement (First Amendment) to Purchase and Sale
    Agreement dated as of January 8, 2004 (included as
    Exhibit 10.02 to the Form 8-K filed by us on
    February 24, 2004 and incorporated herein by reference).                                                                                                       
|       
|        | 10 | .27 |         | Letter Agreement (Second Amendment) to Purchase and Sale
    Agreement dated as of January 12, 2004 (included as
    Exhibit 10.03 to the Form 8-K filed by us on
    February 24, 2004 and incorporated herein by reference).                                                                                                     
|       
|        | 10 | .28 |         | Third Amendment to Purchase and Sale Agreement dated as of
    February 4, 2004 by and between Consortium Two 
    Public Ledger, L.P. and GREIT  Public Ledger, LLC
    (included as Exhibit 10.04 to the Form 8-K filed by us
    on February 24, 2004 and incorporated herein by reference).                                  
|       
|        | 10 | .29 |         | Fourth Amendment to Purchase and Sale Agreement dated as of
    February 11, 2004 by and between Consortium Two 
    Public Ledger, L.P. and GREIT  Public Ledger, LLC
    (included as Exhibit 10.05 to the Form 8-K filed by us
    on February 24, 2004 and incorporated herein by reference).                                
|       
|        | 10 | .30 |         | Agreement for the Purchase and Sale of Property dated as of
    March 8, 2004 by and between 20770 Madrona, LLC and Triple
    Net Properties, LLC (included as Exhibit 10.01 to the
    Form 8-K filed by us on April 4, 2004 and incorporated
    herein by reference).                                                          
|       
|        | 10 | .31 |         | Agreement for Purchase and Sale of Real Property and Escrow
    Instructions dated as of February 11, 2004 by and between
    Laeroc Partners, Inc., Laeroc Brunswig 2000 and Triple Net
    Properties, LLC (included as Exhibit 10.01 to the
    Form 8-K filed by us on April 4, 2004 and incorporated
    herein by reference).
|       
|        | 10 | .32 |         | Agreement of Purchase dated as of January 21, 2004 by and
    between 2350 North Belt, L.P. and Triple Net Properties, LLC
    (included as Exhibit 10.01 to the Form 8-K filed by us
    on April 4, 2004 and incorporated herein by reference).                                                                                  
|       
|        | 10 | .33 |         | First Amendment to Agreement of Purchase dated as of
    February 19, 2004 by and between 2350 North Belt, L.P. and
    Triple Net Properties, LLC (included as Exhibit 10.01 to
    the Form 8-K filed by us on April 4, 2004 and
    incorporated herein by reference).                                                          
|       
|        | 10 | .34 |         | Purchase and Sale Agreement and Joint Escrow Agreement dated as
    of March 12, 2004 by and between ITW Mortgage Investments
    II, Inc. and Triple Net Properties, LLC (included as
    Exhibit 10.01 to the Form 8-K filed by us on
    April 4, 2004 and incorporated herein by reference).                                   
|       
|        | 10 | .35 |         | Agreement of Purchase dated as of January 21, 2004 by and
    between 2350 North Belt, L.P. and Triple Net Properties, LLC
    (included as Exhibit 10.03 to Current Report on
    Form 8-K filed by us on April 8, 2004 and incorporated
    herein by reference).                                                                
|       
|        | 10 | .36 |         | First Amendment to Agreement of Purchase dated as of
    February 19, 2004 by and between 2350 North Belt, L.P. and
    Triple Net Properties, LLC (included as Exhibit 10.04 to
    Current Report on Form 8-K filed by us on April 8,
    2004 and incorporated herein by reference).                                            
|       
|        | 10 | .37 |         | Purchase and Sale Agreement and Joint Escrow Agreement dated as
    of March 12, 2004 by and between ITW Mortgage Investments
    II, Inc. and Triple Net Properties, LLC (included as
    Exhibit 10.05 to Current Report on Form 8-K filed by
    us on April 8, 2004 and incorporated herein by reference).                     
|       
|        | 10 | .38 |         | Contract of Sale dated as of March 1, 2004 by and between
    1910 PP Limited Partnership and Triple Net Properties, LLC
    (included as Exhibit 10.01 to Current Report on
    Form 8-K filed by us on June 3, 2004 and incorporated
    herein by reference).                                                                   
|       
|        | 10 | .39 |         | First Amendment and Reinstatement to Contract of Sale dated as
    of May 18, 2004 by and between 1910 PP Limited Partnership and
    Triple Net Properties, LLC (included as Exhibit 10.02 to
    Current Report on Form 8-K filed by us on June 3, 2004 and
    incorporated herein by reference).                               
|       
|        | 10 | .40 |         | Agreement For the Purchase and Sale of Property dated as of
    April 27, 2004 by and between 400 West Broadway, LLC and
    Triple Net Properties, LLC (included as Exhibit 10.01 to
    Current Report on Form 8-K filed by us on June 21, 2004 and
    incorporated herein by reference).                                       

101



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|        |    |     |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- | -- | --- | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |        
|Number  |    |     | Exhibit
|        |    |     |        
|        | 10 | .41 |         | 2004 Incentive Award Plan (included as Appendix A to the
    Definitive Proxy filed by us on May 27, 2004 and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10 | .42 |         | Agreement for the Purchase and Sale of Real Property and Escrow
    Instructions dated as of February 27, 2004 by and between
    Western Place Skyrise, Ltd. and Triple Net Properties, LLC
    (included as Exhibit 10.01 to Current Report on
    Form 8-K filed by us on August 4, 2004 and incorporated
    herein by reference).                                                                                                                                                                    
|       
|        | 10 | .43 |         | First Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions dated March 29, 2004 by
    and between Western Place Skyrise, Ltd. and Triple Net
    Properties, LLC (included as Exhibit 10.02 to Current
    Report on Form 8-K filed by us on August 4, 2004 and
    incorporated herein by reference).                                                                                                                                                              
|       
|        | 10 | .44 |         | Reinstatement and Second Amendment to Agreement for Purchase and
    Sale of Real Property and Escrow Instructions dated May 4, 2004
    by and between Western Place Skyrise, Ltd. and Triple Net
    Properties, LLC (included as Exhibit 10.03 to Current
    Report on Form 8-K filed by us on August 4, 2004 and
    incorporated herein by reference).                                                                                                                                              
|       
|        | 10 | .45 |         | Third Amendment to Agreement for Purchase and Sale of Real
    Property and Escrow Instructions dated July 8, 2004 by and
    between Western Place Skyrise, Ltd. and Triple Net Properties,
    LLC (included as Exhibit 10.04 to Current Report on
    Form 8-K filed by us on August 4, 2004 and incorporated
    herein by reference).                                                                                                                                                                
|       
|        | 10 | .46 |         | Purchase and Sale Agreement dated as of June 17, 2004 by and
    between EBS Building, L.L.C. and Triple Net Properties, LLC
    (included as Exhibit 10.01 to Current Report on
    Form 8-K filed by us on August 19, 2004 and incorporated
    herein by reference).                                                                                                                                                                                                                                   
|       
|        | 10 | .47 |         | First Amendment to Purchase and Sale Agreement dated as of June
    25, 2004 by and between EBS Building, L.L.C. and Triple Net
    Properties, LLC (included as Exhibit 10.02 to Current
    Report on Form 8-K filed by us on August 19, 2004 and
    incorporated herein by reference).                                                                                                                                                                                                                
|       
|        | 10 | .48 |         | Credit Agreement among G REIT, L.P., the Lenders and
    LaSalle Bank National Association dated as of January 31,
    2003 (included as Exhibit 10.48 to Form 10-K for the
    fiscal year ended December 31, 2004 filed by us on
    March 31, 2005 and incorporated herein by reference).                                                                                                                                                                                                              
|       
|        | 10 | .49 |         | First Amendment to Credit Agreement among G REIT, L.P., the
    Lenders and LaSalle Bank National Association dated as of
    April   , 2003 (included as Exhibit 10.49 to
    Form 10-K for the fiscal year ended December 31, 2004
    filed by us on March 31, 2005 and incorporated herein by
    reference).                                                                                                                                                                                         
|       
|        | 10 | .50 |         | Amended and Restated Credit Agreement among G REIT, L.P.,
    the Lenders and LaSalle Bank National Association dated as of
    July 17, 2003 (included as Exhibit 10.50 to Form 10-K
    for the fiscal year ended December 31, 2004 filed by us on
    March 31, 2005 and incorporated herein by reference).                                                                                                                                                                                            
|       
|        | 10 | .51 |         | First, Second, Third, Fourth, Fifth and Sixth Amendment to the
    Amended and Restated Credit Agreement among G REIT, L.P.,
    the Lenders and LaSalle Bank National Association dated as of
    August 11, 2003, September 19, 2003, November 7,
    2003, December 19, 2003, March   , 2004 and
    August 27, 2004, respectively (included as Exhibit 10.51 to
    Form 10-K for the fiscal year ended December 31, 2004
    filed by us on March 31, 2005 and incorporated herein by
    reference).
|       
|        | 14 | .1  |         | G REIT Code of Business Conduct and Ethics dated May 14,
    2004 (included as Exhibit 14.1 to Form 10-K for the
    fiscal year ended December 31, 2004 filed by us on
    March 31, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                         
|       
|        | 31 | .1  |         | Certification of Chief Executive Officer, pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        | 31 | .2  |         | Certification of Chief Financial Officer, pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        | 32 | .1  |         | Certification of Chief Executive Officer, pursuant to 18 U.S.C.
    Section 1350, as created by Section 906 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 32 | .2  |         | Certification of Chief Financial Officer, pursuant to 18 U.S.C.
    Section 1350, as created by Section 906 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                                                                                                                                                                                                                                        
|        | 99 | .1  |         | Congress Center Property financial statements for the years
    ended December 31, 2004 and 2003.                                                                                                                                                                                                                                                                                                                                                                                                         

102