1164246--3/24/2008--G_REIT_Liquidating

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{investment, property, distribution}

{loan, real, estate}

{debt, indebtedness, cash}

{interest, director, officer}

{tax, income, asset}

{loss, insurance, financial}

{cost, regulation, environmental}

{financial, litigation, operation}

If we are unable to maintain the occupancy rates of currently leased space and lease currently available space, if tenants default under their leases or other obligations to us during the liquidation process or if our cash flow during the liquidation is otherwise less than we expect, our liquidating distributions to our beneficiaries may be delayed or reduced. If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions to our beneficiaries may be delayed or reduced. If any of the parties to our future sale agreements default thereunder, or if these sales do not otherwise close, our liquidating distributions to our beneficiaries may be delayed or reduced. The pending SEC investigation of our advisor could result in lawsuits or other actions against us or our affiliates. If we are unable to retain our advisor to complete the plan of liquidation, our liquidating distributions might be delayed or reduced. Our beneficiaries may not receive any profits resulting from the sale of one or more of our remaining assets, or receive such profits in a timely manner, because we may provide financing to the purchaser of such property. Our beneficiaries may recognize taxable income as a result of the transfer of G REIT s assets and liabilities to us. The value of our portfolio may be adversely affected by the adoption of the plan of liquidation. There can be no assurance that the plan of liquidation will result in greater returns to our beneficiaries on their investment within a reasonable period of time than our beneficiaries would receive through other alternatives reasonably available to us at this time. Our Trustees may amend the plan of liquidation without further beneficiary approval. Our Trustees have the authority to sell our remaining assets under terms less favorable than those assumed for the purpose of estimating our net liquidation value range. Approval of the plan of liquidation may lead to litigation which could result in substantial costs and distract our Trustees and advisor. Our advisor has conflicts of interest that may influence its implementation of the plan of liquidation and may cause it to manage our liquidation in a manner not solely in the best interests of our beneficiaries. Our adoption of the plan of liquidation caused our accounting basis to change, which could require us to write-down our remaining assets. Beneficiaries could be liable to the extent of liquidating distributions received if contingent reserves are insufficient to satisfy our liabilities. We may have underestimated the amount of prepayment fees or defeasance charges on our mortgages. We expect to incur increasingly significant costs in connection with Sarbanes-Oxley compliance and we may become subject to liability for any failure to comply. Erroneous disclosures in the prior performance tables in G REIT s initial and second public offering documents could result in lawsuits or other actions against us which could have a material adverse effect upon our business and results of operations. Due to the risks involved in the ownership of real estate, there is no guarantee of any return on our beneficiaries investments and our beneficiaries may lose some or all of their investment. If our unconsolidated property is unable to generate sufficient funds to pay its expenses, liabilities or distributions, our liquidating distributions to our beneficiaries may be reduced and/or delayed. Our properties face significant competition. We depend upon our tenants to pay rent, and their inability to pay rent may substantially reduce our revenues and cash available for distribution to our beneficiaries. Lack of diversification and illiquidity of real estate may make it difficult for us to sell underperforming properties or recover our investment in one or more properties. Lack of geographic diversity may expose us to regional economic downturns that could adversely impact our operations or our ability to recover our investment in one or more properties. Our consolidated properties depend upon the California and Texas economies and the demand for office space. Losses for which we either could not or did not obtain insurance will adversely affect our earnings and we may be unable to comply with insurance requirements contained in mortgage or other agreements due to high insurance costs. Our co-ownership arrangements with affiliated entities may not reflect solely our beneficiaries best interests and may subject these investments to increased risks. There is currently no public market for our units of beneficial interest and the units of beneficial interest may not be transferred except by operation of law or upon the death of a beneficiary. We may not have sufficient cash flow to cover our required debt service payments which could result in foreclosures and unexpected debt service expenses upon refinancing, both of which could have an adverse impact on our operations and cash flow. Additionally, restrictive covenants in our loan documents may restrict our disposition activities. The pending SEC investigation of our advisor could result in defaults or alleged defaults under our loan documents or limit our ability to obtain debt financing in the future. The real estate we own may not appreciate or may decrease in value. Because some of our principal tenants are U.S. government and state agencies, our properties may have a higher risk of terrorist attack than similar properties leased to non-governmental tenants. We depend on the U.S. government for a significant portion of our revenues. Any failure by the U.S. government to perform its obligations or renew its leases upon expiration may harm our cash flow and ability to pay liquidating distributions. An increase in the operating costs of our government-leased properties would harm our cash flow and ability to pay liquidating distributions. Since our cash flow is not assured, we may not pay distributions in the future. The conflicts of interest of our advisor s executives with us mean we will not be managed by our advisor solely in the best interests of our beneficiaries. The absence of arm s length bargaining may mean that our agreements are not as favorable to our beneficiaries as these agreements otherwise would have been.

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1164246--3/24/2008--G_REIT_Liquidating_Trust