<PAGE>

                                                                     EXHIBIT 4.2

Number  *0                                                   Shares  *0*

                                                 SEE REVERSE FOR
                                                 IMPORTANT NOTICE
                                                 ON TRANSFER RESTRICTIONS
                                                 AND OTHER INFORMATION

                       HARTMAN COMMERCIAL PROPERTIES REIT
                         a Real Estate Investment Trust
                 Formed Under the Laws of the State of Maryland

         THIS CERTIFIES THAT **Specimen**

is the owner of  **Zero (0)**

fully paid and nonassessable common shares of beneficial interest, $.01 par
value per share, of

                       Hartman Commercial Properties REIT

(the "Trust"), transferable on the books of the Trust by the holder hereof in
person or by its duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all of the provisions of the Declaration of Trust
and Bylaws of the Trust and any amendments thereto. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.

         IN WITNESS WHEREOF, the Trust has caused this Certificate to be
executed on its behalf by its duly authorized officers.

DATED __________________

Countersigned and Registered:

                                         [IMPRESSION OF
             Transfer Agent               TRUST SEAL]  _________________________
             and Registrar                                             President

  By:_______________________                           _________________________
       Authorized Signature                                            Secretary

<PAGE>

                                IMPORTANT NOTICE

         The Trust will furnish to any shareholder, on request and without
charge, a full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class in
series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent set, and (ii) the authority of the Board of
Trustees to set such rights and preferences of subsequent series. The foregoing
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the Declaration of Trust of the Trust, a copy of which
will be sent without charge to each shareholder who so requests. Such request
must be made to the Secretary of the Trust at its principal office or to the
Transfer Agent.

         The shares evidenced by this Certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose of the
Trust's maintenance of its status as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to
certain further restrictions and except as expressly provided in the Declaration
of Trust of the Trust, (i) no Person may Beneficially or Constructively Own
Common Shares of the Trust in excess of 9.8% percent (in value or number of
shares) of the outstanding Common Shares of the Trust unless such Person is an
Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(ii) no Person may Beneficially or Constructively Own Equity Shares of the Trust
in excess of 9.8% percent of the value of the total outstanding Equity Shares of
the Trust, unless such Person is an Excepted Holder (in which case the Excepted
Holder Limit shall be applicable); (iii) no Person may Beneficially or
Constructively Own Equity Shares that would result in the Trust being "closely
held" under Section 856(h) of the Code or otherwise cause the Trust to fail to
qualify as a REIT; and (iv) no Person may Transfer Equity Shares if such
Transfer would result in Equity Shares of the Trust being owned by fewer than
100 Persons. Any Person who Beneficially or Constructively Owns or attempts to
Beneficially or Constructively Own Equity Shares which cause or will cause a
Person to Beneficially or Constructively Own Equity Shares in excess or in
violation of the above limitations must immediately notify the Trust. If any of
the restrictions on transfer or ownership are violated, the Equity Shares
represented hereby will be automatically transferred to a Trustee of a Trust for
the benefit of one or more Charitable Beneficiaries. In addition, upon the
occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio. All capitalized terms in
this legend have the meanings defined in the Declaration of Trust of the Trust,
as the same may be amended from time to time, a copy of which, including the
restrictions on transfer and ownership, will be furnished to each holder of
Equity Shares of the Trust on request and without charge. Such request must be
made to the Secretary of the Trust at its principal office or to the Transfer
Agent.

          KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
          OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A
             CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S>                                            <C>
TEN COM  - as tenants in common                UNIF GIFT MIN ACT ________ Custodian
TEN ENT  - as tenants by the entireties                          (cust)   (Minor)
JT TEN   - as joint tenants with right                           under Uniform Gifts to
           of survivorship and not as tenants                    Minors Act of
           in common                                             ______________________
                                                                 (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
_______________________ (_________________) shares of beneficial interest of the
Trust represented by this Certificate and do hereby irrevocably constitute and
appoint __________________________ attorney to transfer the said shares on the
books of the Trust, with full power of substitution in the premises.

Dated _______________________    _______________________________________________
                                    NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
                                    MUST CORRESPOND WITH THE NAME AS WRITTEN
                                    UPON THE FACE OF THIS CERTIFICATE IN EVERY
                                    PARTICULAR, WITHOUT ALTERATION OR
                                    ENLARGEMENT OR ANY CHANGE WHATEVER.