FORM OF DEALER MANAGER AGREEMENT

Exhibit 1.1

PRIME REALTY INCOME TRUST, INC.

Up to 60,000,000 Shares of Common Stock

FORM OF DEALER MANAGER AGREEMENT

This Dealer Manager Agreement (the “ Agreement ”) is made and entered into as of the ___ day of ___________, 2009 between Prime Realty Income Trust, Inc., a Maryland corporation (the “ Company ”), The Prime Group, Inc., an Illinois corporation (the “ Advisor ”), and Capital Financial Services, Inc., a Wisconsin corporation (the “ Dealer Manager ”).

WHEREAS, on _______________, 2009, the Company filed a registration statement on Form S-11 (such registration statement, as it may be amended, including any pre-effective amendments, post-effective amendments or other supplements to such registration statement after the effective date of registration, being respectively referred to herein as the “ Registration Statement ” and the “ Prospectus ”) with the Securities and Exchange Commission (the “ SEC ”) for the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of an offering (the “ Offering ”) of up to 60,000,000 shares of its common stock, $.01 par value per share (collectively, the “ Shares ”), of which 50,000,000 Shares will be issued and sold to the public (the “ Primary Shares ”) and 10,000,000 Shares will be offered and sold pursuant to the Company’s dividend reinvestment plan (the “ DRIP Shares ”) (subject to the Company’s right to reallocate such Share amounts, as described in the Prospectus); and

WHEREAS, the Shares are to be offered on a “best efforts” basis for a per Share purchase price of (i) $10.00 per Share for the Primary Shares (the “ Offering Price ”) and (ii) $9.50 per Share for the DRIP Shares; and

WHEREAS, in connection with the Offering, the minimum initial purchase by any one person shall be at least $2,500 in Shares (except as otherwise indicated in the Prospectus) and at least $2,500,000 in Shares must be sold in the Offering to at least 100 independent subscribers (the “ Minimum Offering ”) before the first anniversary of the date of this Agreement;

WHEREAS, the Company will be managed by the Advisor; and

WHEREAS, the Company desires to retain the Dealer Manager to use its best efforts to sell the Shares and to manage the sale by other participating broker dealers (the “ Dealers ”) of the Shares and the Dealer Manager desires to serve as the dealer manager for the Company for the sale of the Shares upon the terms and conditions set forth in this Agreement and in the Registration Statement.

NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed between the Company, the Advisor and the Dealer Manager as follows:

The Company represents and warrants during the full term of this Agreement that:

a.          Effective Registration Statement and Prospectus . The Company has filed an effective Registration Statement on Form S-11 (Registration No. 333- __________) and the related Prospectus with the SEC in accordance with applicable requirements of the Securities Act and the applicable rules and regulations (the “ Rules and Regulations ”) of the SEC promulgated thereunder, covering the Shares. Such Registration Statement, which includes a preliminary prospectus, was initially filed with the SEC on _____________, 2009. Copies of such Registration Statement and each amendment thereto have been or will be delivered to the Dealer Manager. The registration statement (including financial statements, exhibits and all other documents related thereto that are filed as a part thereof or incorporated therein) and prospectus contained therein, as finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto), are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus,” except that if the Prospectus 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). Every contract or document required by the Securities Act or Rules and Regulations to be filed as an exhibit to the Registration Statement has been and will be so filed with the SEC.

b.          Organization . The Company is and will be at all times during the Offering duly and validly organized and formed as a corporation under the laws of the state of Maryland, with the corporate power and authority to conduct its business as described in the Prospectus.

c.          Compliance with the Securities Act . At the time the Registration Statement becomes effective and at the time that any post-effective amendment thereto becomes effective, the Registration Statement and Prospectus will comply with the Securities Act and the Rules and Regulations, and at the time the Registration Statement becomes effective, at the time that any post-effective amendment thereto becomes effective and during the Offering the Registration Statement and Prospectus will not contain any untrue statements of material fact 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 1(c) will not apply to statements contained in or omitted from the Registration Statement or Prospectus that are made in reliance upon and in conformity with information furnished to the Company in writing by the Dealer Manager or any of the Dealers specifically for inclusion in the Registration Statement or Prospectus.

d.         Use of Proceeds . The Company intends to use the funds received from the sale of the Shares as set forth in the Prospectus.

e.          Absence of Further Consents and Approvals . 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 or applicable state securities laws.

f.          No Order of Suspension . No order preventing or suspending the use of a Prospectus has been issued and no proceedings for that purpose are pending, threatened or, to the knowledge of the Company, contemplated by the SEC; and to the knowledge of the Company,

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no order suspending the Offering in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated.

g.          No Pending Actions . 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.

h.          Absence of Conflict or Default . 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 will not conflict with or constitute a default under (i) any of its organizational documents, (ii) any, indenture, mortgage, deed of trust, or lease to which the Company is a party or by which it may be bound, or to which any of the property or assets of the Company is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its assets, properties or operations, except in the case of clause (ii) and (iii) for such conflicts or defaults that would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries, taken as a whole.

i.           Requisite Authority . The Company has all necessary corporate 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 and/or contribution provisions contained in Section 8 may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors’ rights generally or by equitable principles relating to the availability of remedies.

j.           Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by the Company, and assuming due authorization, execution and delivery of this Agreement by the Advisor and the Dealer Manager, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 8 may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors’ rights generally or by equitable principles relating to the availability of remedies.

k.          Authorization of Shares . 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; no holder thereof will be subject to personal liability for the obligations of the Company solely by reason of being such a holder; such Shares are not subject to the preemptive rights of any shareholder of the Company; and all action required to be taken for the authorization, issue and sale of such Shares has been validly and sufficiently taken.

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l.           Taxes . The Company has filed all federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by such returns and all assessments received by the Company to the extent that such taxes or assessments have become due.

m.         Financial Statements . The financial statements of the Company included in the Prospectus present fairly in all material respects the financial position of the Company as of the date indicated and the results of its operations for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis.

n.          Investment Company Act . The Company does not intend to conduct its business so as to be an “investment company” as that term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

o.          Qualification as a Real Estate Investment Trust . The Company intends to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the “ Code ”), for qualification of the Company as a real estate investment trust and, to the knowledge of the Company, there currently exists no circumstance that will prevent the Company from complying with such requirements as contemplated in the Prospectus with respect to the current taxable year. The Company intends to operate the business of the Company so as to comply with such requirements to elect status as a real estate investment trust for the fiscal year ending December 31, 2009.

p.          Sales Material . To the knowledge of the Company, all materials provided by the Company or any of its affiliates to the Dealer Manager, including materials provided to the Dealer Manager in connection with its due diligence investigation relating to the Offering, were materially accurate as of the date provided.

q.          Supplemental Sales Materials . Any and all supplemental sales materials prepared by the Company and any of its affiliates for use with potential investors in connection with the Offering, when used in conjunction with the Prospectus, did not at the time provided for use, and, as to later provided materials, will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. If at any time any event occurs as a result of which such supplemental sales materials when used in conjunction with the Prospectus would include an untrue statement of a 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, the Company will promptly notify the Dealer Manager thereof.

r.          Lock-Up . The Company has obtained for the benefit of the Dealer Manager lock-up agreements (each a “ Lock-Up Agreement ”), in substantially the form set forth as Exhibit A hereto, from the Advisor and each executive officer of the Company and non-independent

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director who holds any of the Company’s common stock or any security convertible into or exercisable or exchangeable for common stock of the Company, or any warrant or other right to purchaser common stock of the Company or any security.

The Company covenants and agrees with the Dealer Manager during the full term of this Agreement that:

a.          Furnishing Materials . It will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request: (a) the Prospectus in final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other printed advertising, sales literature, supplemental sales materials or other materials (provided that the use of such advertising, sales literature, supplemental sales materials and other materials has been first approved for use by the Company and filed with all appropriate regulatory agencies) (any such advertising, sales literature, supplemental sales materials and other materials being hereinafter called the “ Authorized Sales Materials ”).

b.          Qualification of Shares . It will furnish such proper information and execute and file such documents as may be necessary for the Company to qualify the Shares for offer and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and will file and make in each year such statements and reports as may be required. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification.

c.          Effectiveness of Registration; Stop Orders . It will: (a) use its best efforts to cause the Registration Statement to become effective; (b) furnish copies of any proposed amendment or supplement of the Registration Statement or Prospectus to the Dealer Manager; (c) file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC; (d) use its best efforts to prevent the issuance of any order by the SEC, any state regulatory authority or any other regulatory authority which suspends the effectiveness of the Registration Statement, prevents the use of the Prospectus, or otherwise prevents or suspends the Offering; and (e) if at any time the SEC, any state regulatory authority or any other regulatory authority shall issue any stop order suspending the effectiveness of the Registration Statement, it will use its best efforts to obtain the lifting of such order at the earliest possible time.

d.         Amendments and Supplements . If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of either the Company or the Dealer Manager, the Prospectus or any other prospectus then in effect would include an untrue statement of a 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, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare, or cause to prepare, an amended or supplemental prospectus which will correct such statement or omission.

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The Company will then promptly prepare such amended or supplemental prospectus or prospectuses as may be necessary to comply with the requirements of Section 10 of the Securities Act.

e.          Supplemental Sales Materials . If at any time any event occurs as a result of which such supplemental sales materials when used in conjunction with the Prospectus would include an untrue statement of a 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, the Company will promptly notify the Dealer Manager thereof.

f.          Offering Expenses . The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (a) the preparation, filing and printing of the Registration Statement as originally filed and of each amendment thereto, (b) the preparation, printing and delivery to the Dealer Manager, the Selected Dealer Agreement and such other documents as may be required in connection with the offer, sale, issuance and delivery of the Shares, (c) the fees and disbursements of the Company’s counsel, accountants and other advisors, (d) the fees and expenses related to the registration and qualification of the Shares under federal and state securities laws, including the fees and disbursements of counsel in connection with the preparation of any Blue Sky survey and any supplement thereto, (e) the printing and delivery to the Dealer Manager of copies of any Preliminary Prospectus and the Prospectus, including any amendments and supplements thereto, (f) the fees and expenses of any registrar, escrow or transfer agent in connection with the Shares, (g) the filing fees and legal costs of any required filings with the FINRA Corporate Finance Division under the COBRA system and (h) the costs and expenses of the Company relating to the preparation and printing of any Authorized Sales Materials and Company-approved investor presentations undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the production of slides and graphics, fees and expenses of any consultants engaged in connection with presentations with the prior approval of the Company and travel and lodging expenses of the representatives of the Company and any such consultants.

g.          Continued Compliance . It will comply in all material respects with all requirements imposed upon it by the Securities Act and the Exchange Act, by the rules and regulations of the SEC promulgated thereunder and by all securities laws and regulations of those states in which an exemption has been obtained or qualification of the Shares has been effected, to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and of the Prospectus.

h.          Dealer Manager Expenses . The Company will reimburse the Dealer Manager upon request for preapproved travel, meal and hotel costs of any of Dealer Manager’s personnel to attend meetings or conduct due diligence visits with or on behalf of the Company. The Company hereby consents to the Dealer Manager deducting the above reimbursements from investor subscription amounts payable to the Company from time to time during the Offering. The Company shall also bear the expenses of due diligence meetings, at which time potential investors or broker dealer group members will be introduced to the Company, and for all other expenses typically paid by an issuer in an offering of this type. The Dealer Manager agrees that it shall not incur any out-of-pocket-expense in excess of $5,000 without the prior consent of the Company, other than fees and expenses of Dealer Manager’s counsel.

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                      The Advisor, on behalf of the Company, has paid to the Dealer Manager an initial deposit in the amount of Forty Thousand Dollars ($40,000) (the “ Deposit ”). The Deposit is nonrefundable to the extent that the Dealer Manager incurs out-of-pocket expenses in connection with the underwriting of the Offering for which it is not otherwise reimbursed under this Agreement. Unless the Dealer Manager is entitled to retain the Deposit as payment for the non-reimbursed out-of-pocket expenses as provided in the previous sentence, the Deposit shall be applied against the aggregate dealer manager fee payable to the Dealer Manager pursuant to Section 6(a) such that any dealer manager fee payable to the Dealer Manager from time to time in connection with the sales of the Shares shall be reduced by the amount of the Deposit previously paid to the Dealer Manager.

The Advisor represents and warrants during the full term of this Agreement that:

a.          Organization . The Advisor is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, with all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

b.          Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by the Advisor, and assuming due authorization, execution and delivery of this Agreement by the Company and the Dealer Manager, will constitute a valid and legally binding agreement of the Advisor enforceable against the Advisor in accordance with its terms, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 8 may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors’ rights generally or by equitable principles relating to the availability of remedies.

c.          No Pending Actions . There are no actions, suits or proceedings pending or, to the knowledge of the Advisor, threatened against the Advisor 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 could reasonably be expected to have a material adverse effect on the business or property of the Advisor and its subsidiaries, taken as a whole.

The Dealer Manager represents and warrants during the full term of this Agreement that:

a.          Organization . The Dealer Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin, with all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

b.          Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by the Dealer Manager, and assuming due authorization, execution and delivery of this Agreement by the Company and the Advisor, will constitute a valid and legally binding agreement of the Dealer Manager enforceable against the Dealer Manager