SHOPOFF Properties Trust - Real Estate Investment Trust

Shopoff Properties Trust, a Maryland corporation formed on November 16, 2006, intends to qualify as a Real Estate Investment Trust (REIT) in 2008.

REITs invest shareholder funds to purchase and professionally manage real estate or real estate-related assets (e.g. options or loans), while providing investors the opportunity for long-term compound growth and other distinct advantages, including:

The first 2 million shares will be sold for $9.50 per share. Following the sale of 2 million shares, the remaining 18.1 million shares will be priced at $10.00 per share. The offering will remain open for two years, or until all 20.1 million shares are sold, whichever occurs first.

Investor Suitability Standards – An investment in our common stock is suitable only for persons who have adequate financial means and desire a relatively long-term investment without any need for immediate liquidity. Because of these factors, and as required by SEC and state requirements, we have established suitability standards based on net worth and annual gross income. (link to state requirements)

Shopoff Properties Trust – Key Characteristics
Shopoff Properties Trust has key characteristics that investors will appreciate! These include:

	Our Sponsor's Track Record - For the three-year period 2005 - 2007, The Shopoff Group generated Sales of $107 million, resulting in more than $81 million in profits (see Prospectus, Table V). Of this $81 million, a portion was retained within the partnerships, a portion was reinvested through 1031 Exchanges, and a portion was distributed to the Limited and General Partners. While the combined sales results for the 3-year period 2005-2007 generated a Sales Profit of over 312%, some individual partnerships managed by The Shopoff Group have resulted in a loss to investors. The information in this section represents the historical experience, both positive and negative, of certain real estate programs managed by our advisor and its affiliates, including certain officers and directors of the advisor. Our investors should not assume that they will experience returns, if any, comparable to those experienced by investors in any prior real estate programs. Prior programs of The Shopoff Group involved the purchase of specific assets. By contrast, this offering by Shopoff Properties Trust is a "blind pool" offering in that no specific real estate assets have been identified or acquired and no real estate-related investments have been identified or made. In addition, there are costs associated with this public offering and with operating a public company which were not incurred by the limited partnerships which participated in The Shopoff Group's prior programs. Investors who purchase our shares will not thereby acquire any ownership interest in any partnerships or corporations to which the following information relates or in any other programs of our affiliates.

	Land Based – Our primary focus is to invest in undeveloped and underdeveloped real estate assets that present opportunities for adding value through obtaining enhanced government approvals. Our Investment Process

	Return on Invested Capital – The REIT manager will not receive an incentive fee until shareholders have received a 10% annual, cumulative, non-compounded preferred return on invested capital.

	Invest Cash or Tax-Exempt Funds (IRAs, Profit Sharing) – Investments may be in cash, through self-directed IRA funds, or through certain employee benefit plans.

	An Accomplished Board of Directors – The nine-member board of directors includes five independent board members with extensive real estate and business experience including top corporate management specialists in the fields of law, finance, tax accounting, municipal planning and business development.

	Attractive Investor Features – Ideally suited to those investors seeking a very low-maintenance investment with potentially high compounded returns over a 10-year investment period.