PARTICIPATING BROKER-DEALER AGREEMENT

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                                                                     EXHIBIT 1.2

                     PARTICIPATING BROKER-DEALER AGREEMENT

                               NNN CAPITAL CORP.
                           a California corporation,
                             Santa Ana, California

                     PARTICIPATING BROKER-DEALER AGREEMENT
                     For Shares of Common Stock Offered By
                            NNN APARTMENT REIT, INC.

__________________, 2006

Ladies and Gentlemen:

   The undersigned, NNN Capital Corp., a California corporation (the "Dealer
Manager"), has entered into a Dealer-Manager Agreement dated ______, 2006 (the
"Selling Agreement") with NNN APARTMENT REIT, Inc., a Maryland corporation (the
"Company"), with respect to the offer and sale of up to 100,000,000 shares of
common stock of the Company (the "Shares"). The terms of the offering (the
"Offering") are set forth in the Company's Prospectus dated ________, 2006 (with
all exhibits, appendices, addenda and supplements thereto, collectively the
"Prospectus").

   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) and (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 prior to
__________, 2007, none of the Shares will be sold and all funds tendered for the
purchase of Shares will be refunded in full to each subscriber (plus interest
and without deduction for escrow expenses) in accordance with the Prospectus.
Further, the Company may terminate the Offering prior to the Offering
Termination Date at any time in its sole discretion.

   You are invited to become one of the broker-dealers permitted to solicit
subscriptions for the Shares ("Soliciting Dealers"). By your confirmation
hereof, you agree to act in such capacity and to use your best efforts, in
accordance with the following terms and conditions, to sell the Shares.

   1. You hereby confirm that you are (i) a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"), (ii) qualified and
duly registered to act as a broker-dealer within all states in which you will
sell the Shares, (iii) a broker-dealer duly registered with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and (iv) hereby required and will maintain all such
registrations and qualifications in good standing for the duration of your
involvement in the Offering. Further, you confirm that all persons who undertake
to offer and sell the Shares on your behalf are, and at all applicable times
during the Offering will be, properly registered and/or licensed with the NASD
and all applicable state securities regulators.

   2. (a) You hereby agree to solicit in accordance with the Rules of the NASD,
specifically including, but not in any way limited to, NASD Rules 2420, 2730,
2740 and 2750.

      (b) You hereby agree to solicit, as an independent contractor and not as
the agent of the Dealer Manager or of the Company (or their affiliates), persons
acceptable to the Company to purchase the Shares pursuant to the subscription
agreement in the form attached to the Prospectus (the "Subscription Agreement")
and in accordance with the terms of the Prospectus. You hereby agree to
diligently make inquiries as required by this Agreement, as set forth in the
Prospectus, and as required by all applicable laws of all prospective investors
in order to ascertain whether a purchase of the Shares is suitable for each such
investor. Further, all funds received by you with respect to any Subscription
Agreement shall be transmitted to the Dealer Manager by 12:00 p.m. (noon) on the
next business day following receipt thereof. The Dealer Manager will be
responsible for the prompt deposit of funds for purchase of Shares with Wachovia
Bank, N.A., as escrow agent with such funds held in escrow (the "Escrow
Account") pursuant to an escrow agreement between the Company and Wachovia Bank,
N.A. No Subscription Agreement shall be effective unless and until accepted by
the Company in its sole discretion.



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      (c) You understand that the offering of Shares is made on a
"minimum-maximum" basis, as described in the Prospectus. You further understand
and agree that payment of compensation to you for the sale of Shares is
conditioned upon sale of at least 300,000 Shares ("the Minimum Offering") and
acceptance of said sales by the Company in its sole discretion. The failure to
sell at least the Minimum Offering shall relieve the Dealer Manager of any
obligation to pay you for any services rendered by you in connection with the
sale of Shares under this Agreement or otherwise.

      (d) You agree that prior to participating in the Offering you will have
reasonable grounds to believe, based on information made available to you by the
Dealer Manager and/or the Company through the Prospectus, that all material
facts are adequately and accurately disclosed in the Prospectus and provide a
basis for evaluating an investment in the Company and the Shares.

      (e) You agree not to rely upon the efforts of the Dealer Manager, which is
affiliated with the Company, in determining whether the Company has adequately
and accurately disclosed all material facts upon which to provide a basis for
evaluating the Company to the extent required by federal or state laws or the
NASD. You further agree to conduct your own investigation to make that
determination independent of the efforts of the Dealer Manager.

      (f) You agree not to execute any sale of the Shares in an account over
which you have discretionary authority to make investments without prior written
approval of the transaction by the owner of the account.

      (g) You agree to retain in your records and make available to the Dealer
Manager and to the Company for a period of at least six (6) years following the
Offering Termination Date, information establishing that each investor who
purchases the Shares pursuant to a Subscription Agreement solicited by you is
within the permitted class of investors under the requirements of the
jurisdiction in which such purchaser is a resident and the suitability standards
set forth in the Prospectus and the Subscription Agreement.

      (h) All subscriptions solicited by you will be strictly subject to
confirmation by the Dealer Manager and acceptance thereof by the Company in its
sole discretion. The Dealer Manager and the Company reserve the right in their
sole and absolute discretion to reject any such subscription and to accept or
reject subscriptions in the order of their receipt by the Company or otherwise.
Neither you nor any other person is authorized to give any information or make
any representation other than those contained in the Prospectus or in any
supplemental sales literature furnished by the Dealer Manager or the Company for
use in making solicitations in connection with the offer and sale of the Shares.

      (i) Upon release by the Dealer Manager, you may offer the Shares at the
offering price set forth in the Prospectus, subject to the terms and conditions
thereof.

      (j) The Dealer Manager will provide you with such number of copies of the
Prospectus, and such number of copies of amendments and supplements thereto as
you may reasonably request. The Dealer Manager may provide you with certain
supplemental sales material to be used by you in connection with the
solicitation of purchasers of the Shares. You will keep a written record of all
persons to whom you provide a copy of the Prospectus and/or supplemental sales
materials and provide such log to the Company or the Dealer Manager upon
request. In the event you elect to use such supplemental sales material, you
agree 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. You agree that you will not use any sales materials other than those
provided to you by the 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.

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