DEALER-MANAGER AGREEMENT

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                                                                     EXHIBIT 1.1

                            DEALER-MANAGER AGREEMENT

                            NNN APARTMENT REIT, INC.
                        1551 N. TUSTIN AVENUE, SUITE 200
                           SANTA ANA, CALIFORNIA 92705

______, 2006

NNN Capital Corp.
1551 N. Tustin Avenue, Suite 200
Santa Ana, California  92705

   RE: DEALER-MANAGER AGREEMENT

Gentlemen:

   This letter confirms and comprises the agreement (the "Agreement") between
NNN Apartment REIT, Inc., a Maryland corporation (the "Company"), and NNN
Capital Corp., a California corporation (the "Agent"), regarding the offering
and sale by the Company (the "Offering") of up to 100,000,000 shares (the
"Shares") of the Company's common stock at an offering price of $10.00 per Share
through the Agent and other broker-dealers for whom the Agent will serve as
manager (the "Soliciting Dealers").

   l. Appointment of the Agent.

      (a) On the basis of the representations, warranties, covenants and
agreements herein contained, but subject to the terms and conditions set forth
herein, the Agent is hereby appointed and agrees to sell the Shares on a "best
efforts" basis. The Agent is authorized to enlist other members of the National
Association of Securities Dealers, Inc. ("NASD") acceptable to the Company to
sell the Shares as Soliciting Dealers.

      (b) It is understood and agreed that no sale of the Shares shall be
regarded as effective unless and until accepted by the Company. The Company
reserves the right in its sole discretion to refuse to sell any of the Shares to
any person. The Offering will terminate on the first to occur of (i) the sale of
an aggregate of 100,000,000 Shares (excluding any Shares sold pursuant to the
Company's Distribution Reinvestment Plan) or (ii) _________, 2008 (the "Offering
Termination Date"). If subscriptions for at least 300,000 Shares (the "Minimum
Offering") have not been received and accepted by the Company by ________, 2007,
none of the Shares will be sold and all funds tendered will be refunded in full
to each subscriber (plus interest and without deducting for escrow expenses) in
accordance with the Prospectus (as defined in Section 2(c)).

      (c) Subject to the performance by the Company of all the obligations to be
performed hereunder, and to the completeness and accuracy of all the
representations and warranties contained herein, the Agent hereby accepts such
agency and agrees on the terms and conditions herein set forth to use its best
efforts during the offering period to find qualified subscribers for the Shares
on the terms set forth in this Agreement and the Prospectus (as defined in
Section 2(c)).

      (d) The Agent further understands and agrees that the compensation to the
Agent for a sale of Shares described herein is conditional upon the sale of at
least the Minimum Offering and acceptance of said sales by the Company and that
the failure to sell at least the Minimum Offering by that date shall relieve the
Company or any other party of any obligation to pay the Agent for any services
rendered by the Agent in connection with the sale of the Shares under this
Agreement or otherwise.

   2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Agent that:



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      (a) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Maryland, has all
requisite authority to enter into this Agreement and has all requisite authority
to conduct its business as described in the Prospectus (as defined below).

      (b) No defaults exist in the due performance and observance of any
material obligation, term, covenant or condition of any agreement or instrument
to which the Company is a party or by which it is bound.

      (c) A registration statement with respect to the Offering has been
prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the applicable
rules and regulations of the Securities and Exchange Commission (the "SEC")
promulgated thereunder, covering the Shares. Said registration statement, which
includes a preliminary prospectus, was initially filed with the SEC on ________,
2006. Copies of such registration statement and each amendment thereto have been
or will be delivered to the Agent. (The registration statement and prospectus
contained therein, as finally amended and revised at the effective date of the
registration statement are respectively hereinafter referred to as the
"Registration Statement" and the "Prospectus," except that if the prospectus
first filed by the Company pursuant to Rule 424(b) under the Securities Act
shall differ from the Prospectus, the term "Prospectus" shall also include the
prospectus filed pursuant to Rule 424(b).)

      (d) The Registration Statement and Prospectus comply with the Securities
Act and the rules and regulations promulgated thereunder and do not contain any
untrue statements of material facts or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section
2(d) will not extend to such statements contained in or omitted from the
Registration Statement or Prospectus as are primarily within the knowledge of
the Agent or any of the Soliciting Dealers and are based upon information
furnished by the Agent in writing to the Company specifically for inclusion
therein.

      (e) No consent, approval, authorization or other order of any governmental
authority is required in connection with the execution or delivery by the
Company of this Agreement or the issuance and sale by the Company of the Shares,
except such as may be required under the Securities Act, rules of the NASD or
applicable state securities laws.

      (f) There are no actions, suits or proceedings pending or, to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.

      (g) The execution and delivery of this Agreement, the consummation of the
transactions herein contemplated and compliance with the terms of this Agreement
by the Company shall not conflict with or constitute a default under any
charter, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation,
writ, injunction or decree of any government, governmental instrumentality or
court, domestic or foreign, having jurisdiction over the Company, except to the
extent that the enforceability of the indemnity provisions contained in Section
10 of this Agreement may be limited under applicable securities laws.

      (h) The Company has full legal right, power and authority to enter into
this Agreement and to perform the transactions contemplated hereby, except to
the extent that the enforceability of the indemnity provisions contained in
Section 10 of this Agreement may be limited under applicable securities laws.

      (i) At the time of the issuance of the Shares, the Shares will have been
duly authorized and validly issued, and upon payment therefor, will be fully
paid and nonassessable and will conform to the description thereof contained in
the Prospectus.


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   3. Covenants of the Company. The Company agrees that:

      (a) It will deliver to the Agent such numbers of copies of the Prospectus
and all amendments and supplements thereto, as the Agent may reasonably request.

      (b) It will comply with all requirements of the Securities Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal
securities laws, applicable state securities laws and the rules and regulations
promulgated thereunder to permit the continuance of offers and sales of the
Shares in accordance with the provisions hereof and as set forth in the
Prospectus and will amend or supplement the Prospectus as may be required in
order for the Prospectus to comply with the requirements of federal and state
securities laws and regulations prior to the Offering Termination Date.

      (c) If at any time when the Prospectus is required to be delivered, any
event occurs as a result of which the Prospectus would include an untrue
statement of material fact or, in view of the circumstances under which they
were made, omit to state any material fact necessary to make the statements
therein not misleading, it will promptly notify the Agent thereof, affect the
preparation of an amended or supplemental Prospectus, as the case may be, which
will correct such statement or omission and deliver to the Agent as many copies
of such amended or supplemental Prospectus as the Agent may reasonably request.

      (d) The Company will furnish the holders of Shares ("Stockholders") with
certain reports described in the Prospectus under "Reports to Stockholders," and
will deliver to the Agent copies of each such report at the time that such
reports are furnished to the Stockholders, and such other information concerning
the Company, as the Agent may reasonably request from time to time before and
after the Offering Termination Date.

      (e) The Company will apply the net proceeds from the Offering received by
it in the manner set forth in the "Estimated Use of Proceeds of This Offering"
section of the Prospectus.

      (f) Subject to the Agent's actions and the actions of others in connection
with the Offering, the Company will comply with all requirements imposed upon it
by federal and state securities laws.

   4. Duties and Obligations of the Agent.

      (a) The Agent will serve in a "best efforts" capacity in the offering,
sale and distribution of the Shares. The Agent may offer the Shares as an agent,
but all sales shall be made by the Company acting through the Agent as an agent,
and not by the Agent as a principal. The Agent shall have no authority to
appoint any person or other entity as an agent or sub-agent of the Agent or the
Company, except to appoint Soliciting Dealers acceptable to the Company.

      (b) Neither Agent nor any other person is authorized to give any
information or make any representation other than those contained in the
Prospectus, including any supplement thereto, or in any supplemental sales
literature furnished or approved by the Company for use in making solicitations
in connection with the offer and sale of the Shares.

      (c) The Agent will limit the offering of the Shares to persons whom the
Agent has reasonable grounds to believe, and in fact believes, meet the investor
suitability standards set forth in the Prospectus and associated Subscription
Agreement.

      (d) The Agent will provide each prospective investor with a copy of the
Prospectus and any supplements thereto during the course of the Offering and
prior to the sale. The Company may also provide the Agent with certain
supplemental sales material to be used by Agent and the Soliciting Dealers in
connection with the solicitation of purchasers of the Shares. Agent will keep a
written record of all persons to whom Agent and each Soliciting Dealer provide a
copy of the Prospectus, including any supplements thereto, and/or supplemental
sales materials and provide such log to the Company upon its request. In the
event Agent elects to use such supplemental sales material, Agent agrees that
such material shall not be used in connection with the solicitation of
purchasers of the Shares unless accompanied or preceded by the Prospectus, as
then currently in effect, and as it may be amended or supplemented in the
future. Agent agrees that it will not use any sales materials other than those
either provided to Agent by the


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Company or approved by the Company for use in the Offering, as set forth in
writing by the Company. The use of any other sales material is expressly
prohibited.

      (e) Prior to making any sale of the Shares, the Agent will inform the
prospective investor and his purchaser representatives, if any, of all pertinent
facts relating to the liquidity and marketability of the Shares during the term
of the investment.

      (f) In recommending the purchase or sale of the Shares, the Agent or any
person associated the Agent shall:

         (1) have reasonable grounds to believe, on the basis of information
obtained from the prospective investor concerning his investment objectives,
other investments, financial situation and needs, and any other information
known by the Agent or an associated person, that:

            (i) the prospective investor meets the investor suitability
      requirements set forth in the Prospectus;

            (ii) the prospective investor has a fair market net worth sufficient
      to sustain the risks inherent in an investment in the Company, including,
      but not limited to a total loss of his investment, lack of liquidity and
      other risks described in the Prospectus; and

            (iii) an investment in the Company is otherwise suitable for the
      prospective investor.

         (2) maintain in the Agent's files, for a period of six (6) years
following the Offering Termination Date, documents disclosing the basis upon
which the above determination of suitability was reached as to each investor.

      (g) The Agent shall not authorize any transaction in which an investor
invests in the Shares in a discretionary account without prior written approval
of the transaction by the investor.

      (h) The Agent will comply in all respects with the subscription procedures
and plan of distribution set forth in the Prospectus.

      (i) All funds received by the Agent for the sale of Shares shall be
deposited in an interest bearing escrow account denominated "ESCROW ACCOUNT FOR
THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF NNN APARTMENT REIT, INC.,"
established by the Company at Wachovia Bank, N.A. (the "Escrow Agent") by 12:00
p.m. (noon) of the next business day following receipt of such funds by the
Agent to be held in accordance with the terms of the Escrow Agreement, dated
________, 2006, between the Company and the Escrow Agent (the "Escrow
Agreement"). The Agent acknowledges receiving a copy of the Escrow Agreement and
agrees to be bound by the terms thereof. Until such time (if any) as the funds
held in escrow are deliverable to the Company pursuant to the Escrow Agreement,
the Agent shall, and shall cause Soliciting Dealers to, instruct subscribers to
make checks for subscriptions payable to the order of "Wachovia Bank, N.A., as
escrow agent for NNN Apartment REIT, Inc." and shall return checks made payable
to another party to the Soliciting Dealer or subscriber who submitted the check.
Thereafter, checks may be made payable to either the Escrow Agent or the
Company.

      (j) The Agent will furnish to the Company upon request a complete list of
all persons who have been offered the Shares and such persons' places of
residence and such other information reasonably requested by the Company.

      (k) The Agent will immediately bring to the attention of the Company any
circumstance or fact which causes the Agent to believe the Prospectus, any
supplements thereto, or any other literature distributed in accordance with the
Prospectus, or any information supplied by prospective investors in their
subscription materials, may be inaccurate or misleading.


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      (1) The Agent shall thoroughly review all pertinent organizational
documents of the Company, receipt of which is hereby acknowledged by the Agent.

      (m) When Soliciting Dealers are used in the Offering, the Agent agrees to
use its best efforts to cause such Soliciting Dealers to comply with all the
foregoing obligations.

      (n) The Agent shall be solely responsible and liable for any commissions
or other payments due to any Soliciting Dealers.

      (o) The Agent shall offer and sell Shares only in those jurisdictions
specified in writing by the Company as jurisdictions in which all necessary
approval