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                                                                    EXHIBIT 10.2
                              AMENDED AND RESTATED
                               ADVISORY AGREEMENT

        This AMENDED AND RESTATED ADVISORY AGREEMENT (this "AGREEMENT") is
entered into on this the ____ day of _____________, 2005, by and between
BEHRINGER HARVARD REIT I, INC., a Maryland corporation (the "COMPANY"), and
BEHRINGER ADVISORS LP, a Texas limited partnership (the "ADVISOR").

                               W I T N E S S E T H

        WHEREAS, the Company has issued and will continue to be issuing shares
of its common stock, par value $.0001, to the public, such shares to be
registered with the Securities and Exchange Commission and may subsequently
issue additional securities;

        WHEREAS, the Company and the Advisor previously entered into that
certain Advisory Agreement dated February 14, 2003 (the "Original Advisory
Agreement") and it is intended that this Agreement amend and restate the
Original Advisory Agreement effective as of and for all periods after the date
hereof ;

        WHEREAS, the Company intends to qualify as a real estate investment
trust and to invest its funds in investments permitted by the terms of the
Company's Articles of Incorporation and Sections 856 through 860 of the Internal
Revenue Code;

        WHEREAS, the Company desires to avail itself of the experience, sources
of information, advice, assistance and certain facilities available to the
Advisor and to have the Advisor undertake the duties and responsibilities
hereinafter set forth, on behalf of, and subject to the supervision of, the
Board, all as provided herein; and

        WHEREAS, the Advisor is willing to undertake to render such services,
subject to the supervision of the Board, on the terms and conditions hereinafter
set forth.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

        The following defined terms used in this Agreement shall have the
meanings specified below:

ACQUISITION EXPENSES. Any and all expenses incurred by the Company, the Advisor,
or any Affiliate of either in connection with the selection, acquisition or
development of any Asset, whether or not acquired, including, without
limitation, legal fees and expenses, travel and communications expenses, costs
of appraisals, nonrefundable option payments on property not acquired,
accounting fees and expenses, and title insurance premiums.

ACQUISITION FEES. Any and all fees and commissions, exclusive of Acquisition
Expenses but including the Acquisition and Advisory Fees, paid by any Person to
any other Person (including any fees or commissions paid by or to any Affiliate
of the Company or the Advisor) in connection with making or

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investing in Mortgages or the purchase, development or construction of an Asset,
including, without limitation, real estate commissions, selection fees,
Development Fees, Construction Fees, non-recurring management fees, loan fees,
points or any other fees of a similar nature. Excluded shall be Development Fees
and Construction Fees paid to any Person not affiliated with the Sponsor in
connection with the actual development and construction of any Property.

ACQUISITION AND ADVISORY FEES. The fees payable to the Advisor pursuant to
Section 3.01(b).

ADVISOR. Behringer Advisors LP, a Texas limited partnership, any successor
advisor to the Company, or any Person to which Behringer Advisors LP or any
successor advisor subcontracts all or substantially all of its functions.

AFFILIATE OR AFFILIATED. As to any Person, (i) any Person directly or indirectly
owning, controlling, or holding, with the power to vote, 10% or more of the
outstanding voting securities of such other Person; (ii) any Person 10% or more
of whose outstanding voting securities are directly or indirectly owned,
controlled, or held, with power to vote, by such other Person; (iii) any Person,
directly or indirectly, controlling, controlled by, or under common control with
such other Person; (iv) any executive officer, director, trustee or general
partner of such other Person; and (v) any legal entity for which such Person
acts as an executive officer, director, trustee or general partner.

AGGREGATE ASSETS VALUE. The aggregate book value of the Assets at the time of
measurement before deducting depreciation, bad debts or other similar non-cash
reserves and without reduction for any debt secured by or relating to such
assets; provided, however, that during such periods in which the Company is
obtaining regular independent valuations of the current value of its net assets
for purposes of enabling fiduciaries of employee benefit plan stockholders to
comply with applicable Department of Labor reporting requirements, "Aggregate
Assets Value" will equal the greater of (i) the amount determined pursuant to
the foregoing or (ii) the Assets' aggregate valuation established by the most
recent such valuation report without reduction for depreciation, bad debts or
other non-cash reserves and without reduction for any debt secured by or
relating to such assets.

APPRAISED VALUE. Value according to an appraisal made by an Independent
Appraiser.

ARTICLES OF INCORPORATION. The Articles of Incorporation of the Company filed
with the Maryland State Department of Assessments and Taxation in accordance
with the Maryland General Corporation Law, as amended from time to time.

ASSETS. Properties, Mortgages and other direct or indirect investments in equity
interests in or loans secured by or otherwise relating to Real Property (other
than investments in bank accounts, money market funds or other current assets,
whether of the proceeds from an Offering or the sale of an Asset or otherwise)
owned by the Company, directly or indirectly through one or more of its
Affiliates or Joint Ventures.

ASSET MANAGEMENT FEE. The fee payable to the Advisor for day-to-day professional
management services in connection with the Company and its investments in Assets
pursuant to this Agreement.

AVERAGE INVESTED ASSETS. For a specified period, the average of the aggregate
book value of the Assets before deduction for depreciation, bad debts or other
non-cash reserves, computed by taking the average of such values at the end of
each month during such period; provided, however, that during such periods in
which the Company is obtaining regular independent valuations of the current
value of its net assets for purposes of enabling fiduciaries of employee benefit
plan stockholders to comply with applicable Department of Labor reporting
requirements, "Average Invested Assets" will equal the greater of (i) the

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amount determined pursuant to the foregoing or (ii) the Assets' aggregate
valuation established by the most recent such valuation report(s) without
reduction for depreciation, bad debts or other non-cash reserves.

BOARD. The Board of Directors of the Company.

BYLAWS. The bylaws of the Company, as the same are in effect from time to time.

CHANGE OF CONTROL. Any event (including, without limitation, issue, transfer or
other disposition of Shares of capital stock of the Company or equity interests
in the Partnership, merger, share exchange or consolidation) after which any
"person" (as that term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) is or becomes the "beneficial owner" (as
defined in Rule 13d-j of the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company or the Partnership
representing greater than 50% or more of the combined voting power of the
Company's or the Partnership's then outstanding securities, respectively;
provided, that, a Change of Control shall not be deemed to occur as a result of
any widely distributed public offering of the Shares.

CLOSING PRICE. On any date, the last sale price for any class or series of the
Company's Shares, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, for such Shares,
in either case as reported in the principal consolidated transaction reporting
system with respect to Shares listed or admitted to trading on the NYSE or, if
such Shares are not listed or admitted to trading on the NYSE, as reported on
the principal consolidated transaction reporting system with respect to Shares
listed on the principal national securities exchange on which such Shares are
listed or admitted to trading or, if such Shares are not listed or admitted to
trading on any national securities exchange, the last quoted price on The Nasdaq
Stock Market, or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the principal automated
quotation system or other quotation service that may then be in use or, if such
Shares are not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in
such Shares selected by the Board.

CODE. Internal Revenue Code of 1986, as amended from time to time, or any
successor statute thereto. Reference to any provision of the Code shall mean
such provision as in effect from time to time, as the same may be amended, and
any successor provision thereto, as interpreted by any applicable regulations as
in effect from time to time.

COMPANY. Behringer Harvard REIT I, Inc., a corporation organized under the laws
of the State of Maryland.

COMPANY VALUE. The actual value of the Company as a going concern based on the
difference between (a) the actual value of all of its assets as determined in
good faith by the Board, including a majority of the Independent Directors, and
(b) all of its liabilities as set forth on its then current balance sheet,
provided that (i) if such Company Value is being determined in connection with a
Change of Control that establishes the Company's net worth (e.g., a tender offer
for the Shares, sale of all of the Shares or a merger) then the Company Value
shall be the net worth established thereby and (ii) if such Company Value is
being determined in connection with a Listing, then the Company Value shall be
equal to the number of outstanding Shares multiplied by the Closing Price of a
single Common Share averaged over a period of 30 trading days during which the
Shares are listed or quoted for trading after the date of Listing. For purposes
hereof, a "trading day" shall be any day on which the NYSE is open for trading
whether or not the Shares are then Listed on the NYSE and whether or not there
is an actual trade of such Shares on any such day. If the Advisor disagrees as
to the Company Value as determined by the Board, then each of the Advisor and
the Company (determined by a majority of the Independent Directors) shall name

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one appraiser and the two named appraisers shall promptly agree in good faith to
the appointment of one other appraiser whose determination of the Company Value
shall be final and binding on the parties as to the Company Value. The cost of
such appraisal shall be split evenly between the Company and the Advisor.

COMPETITIVE REAL ESTATE COMMISSION. A real estate or brokerage commission paid
or, if no such commission is paid, the amount that customarily would be paid for
the purchase or sale of a Property that is reasonable, customary, and
competitive in light of the size, type and location of the Property.

CONSTRUCTION FEE. A fee or other remuneration for acting as general contractor
and/or construction manager to construct improvements, supervise and coordinate
projects or to provide major repairs or rehabilitations on a Property.

CONTRACT PURCHASE PRICE. The amount actually paid or allocated in respect of the
purchase, development, construction or improvement of a Property, the amount of
funds advanced with respect to a Mortgage or the amount actually paid or
allocated in respect to the purchase of other Assets, in each case exclusive of
Acquisition Fees and Acquisition Expenses.

CONTRACT SALES PRICE. The total consideration provided for in the sales contract
for the sale of a Property.

DEALER MANAGER. Behringer Securities LP, an Affiliate of the Advisor, or such
Person selected by the Board to act as the dealer manager for an Offering.

DEVELOPMENT FEE. A fee for the packaging of a Property or Mortgage, including
the negotiation and approval of plans, and any assistance in obtaining zoning
and necessary variances and financing for a specific Property, either initially
or at a later date.

DIRECTOR. A member of the Board.

DISTRIBUTIONS. Any dividends or other distributions of money or other property
by the Company to owners of Shares, including distributions that may constitute
a return of capital for federal income tax purposes.

GROSS PROCEEDS. The aggregate purchase price of all Shares sold for the account
of the Company through an Offering, without deduction for Selling Commissions,
volume discounts, any marketing support and due diligence expense reimbursement
or Organization and Offering Expenses. For the purpose of computing Gross
Proceeds, the purchase price of any Share for which reduced Selling Commissions
are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the
Company are not reduced) shall be deemed to be the full amount of the Offering
price per Share pursuant to the Prospectus for such Offering without reduction.

INDEPENDENT APPRAISER. A Person with no material current or prior business or
personal relationship with the Advisor or the Directors and who is a qualified
appraiser of Real Property of the type held by the Company or of other Assets as
determined by the Board. Membership in a nationally recognized appraisal society
such as the American Institute of Real Estate Appraisers or the Society of Real
Estate Appraisers shall be conclusive evidence of such qualification as to Real
Property.

INDEPENDENT DIRECTOR. A Director who is not on the date of determination, and
within the last two years from the date of determination has not been, directly
or indirectly associated with the Sponsor, the Company, the Advisor or any of
their Affiliates by virtue of (i) ownership of an interest in the Sponsor, the
Advisor or any of their Affiliates, other than the Company, (ii) employment by
the Sponsor, the Company, the Advisor or any of their Affiliates, (iii) service
as an officer or director of the Sponsor, the

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Advisor or any of their Affiliates, other than as a Director of the Company,
(iv) performance of services, other than as a Director of the Company, (v)
service as a director or trustee of more than three real estate investment
trusts organized by the Sponsor or advised by the Advisor, or (vi) maintenance
of a material business or professional relationship with the Sponsor, the
Advisor or any of their Affiliates. A business or professional relationship is
considered material if the aggregate gross revenue derived by the Director from
the Sponsor, the Advisor and their Affiliates exceeds 5% of either the
Director's annual gross income during either of the last two years or the
Director's net worth on a fair market value basis. An indirect association with
the Sponsor or the Advisor shall include circumstances in which a Director's
spouse, parent, child, sibling, mother- or father-in-law, son- or
daughter-in-law, or brother- or sister-in-law is or has been associated with the
Sponsor, the Advisor, any of their Affiliates, or the Company.

INTELLECTUAL PROPERTY RIGHTS. All rights, titles and interests, whether foreign
or domestic, in and to any and all trade secrets, confidential information
rights, patents, invention rights, copyrights, service marks, trademarks,
know-how, or similar intellectual property rights and all applications and
rights to apply for such rights, as well as any and all moral rights, rights of
privacy, publicity and similar rights and license rights of any type under the
laws or regulations of any governmental, regulatory, or judicial authority,
foreign or domestic and all renewals and extensions thereof.

INVESTED CAPITAL. The amount calculated by multiplying the total number of
Shares outstanding by $10.00, reduced by the portion of any Distribution (other
than any Stock Dividends) that is attributable to Net Sales Proceeds and by any
amounts paid by the Company to repurchase Shares pursuant to the Company's plan
for repurchase of Shares.

JOINT VENTURES. The joint venture or partnership arrangements in which the
Company or the Partnership is a co-venturer or general partner, which are
established to acquire or hold Assets.

LISTING OR LISTED. The listing of the Shares of the Company on a national
securities exchange or the quotation of shares on The Nasdaq Stock Market. Upon
such Listing, the Shares shall be deemed Listed.

MORTGAGES. In connection with mortgage financing provided, invested in or
purchased by the Company, all of the notes, deeds of trust, security interests
or other evidences of indebtedness or obligations, which are secured or
collateralized by Real Property owned by the borrowers under such notes, deeds
of trust, security interests or other evidences of indebtedness or obligations.

NASAA GUIDELINES. The Statement of Policy Regarding Real Estate Investment
Trusts of the North American Securities Administrators Association, Inc.

NET INCOME. For any period, the Company's total revenues applicable to such
period, less the total expenses applicable to such period other than additions
to reserves for depreciation, bad debts or other similar non-cash reserves and
excluding any gain from the sale of the Assets.

NET SALES PROCEEDS. In the case of a transaction described in clause (i)(A) of
the definition of Sale, the proceeds of any such transaction less the amount of
selling expenses incurred by or on behalf of the Company, including all real
estate commissions, closing costs and legal fees and expenses. In the case of a
transaction described in clause (i)(B) of such definition, Net Sales Proceeds
means the proceeds of any such transaction less the amount of selling expenses
incurred by or on behalf of the Company, including any legal fees and expenses
and other selling expenses incurred in connection with such transaction. In the
case of a transaction described in clause (i)(C) of such definition, Net Sales
Proceeds means the proceeds of any such transaction actually distributed to the
Company from the Joint Venture less the amount of any selling expenses,
including legal fees and expenses incurred by or on behalf of the Company (other
than those paid by the Joint Venture). In the case of a transaction or series of

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transactions described in clause (i)(D) of the definition of Sale, Net Sales
Proceeds means the proceeds of any such transaction (including the aggregate of
all payments under a Mortgage or in satisfaction thereof other than regularly
scheduled interest payments to the extent such interest accrues at a rate of
less than ten percent (10%) per annum) less the amount of selling expenses
incurred by or on behalf of the Company, including all commissions closing costs
and legal fees and expenses. In the case of a transaction described in clause
(i)(E) of such definition, Net Sales Proceeds means the proceeds of any such
transaction less the amount of selling expenses incurred by or on behalf of the
Company, including any legal fees and expenses and other selling expenses
incurred in connection with such transaction. In the case of a transaction
described in clause (ii) of the definition of Sale, Net Sales Proceeds means the
proceeds of such transaction or series of transactions less all amounts
generated thereby which are reinvested in one or more Assets within 180 days
thereafter and less the amount of any real estate commissions, closing costs,
and legal fees and expenses and other selling expenses incurred by or allocated
to the Company in connection with such transaction or series of transactions.
Net Sales Proceeds shall also include any consideration (including non-cash
consideration such as stock, notes, or other property or securities) that the
Company determines, in its discretion, to be economically equivalent to proceeds
of a Sale, valued in the reasonable determination of the Company. Net Sales
Proceeds shall not include any reserves established by the Company in its sole
discretion.

NYSE. The New York Stock Exchange, Inc.

OFFERING. Any public offering of Shares pursuant to an effective registration
statement filed under the Securities Act during periods from and after the date
hereof.

ORGANIZATION AND OFFERING EXPENSES. Any and all costs and expenses, other than
Selling Commissions and the dealer manager fee (as in effect from time to time),
incurred by and to be paid by the Company, the Advisor or any Affiliate in
connection with the formation, qualification and registration of the Company and
the marketing and distribution of its Shares, including, without limitation, the
following: legal, accounting and escrow fees; printing, amending, supplementing,
mailing and distributing costs; filing, registration and qualification fees and
taxes; telecopier and telephone costs; and all advertising and marketing
expenses, including the costs related to investor and broker-dealer sales
meetings.

PARTNERSHIP. Behringer Harvard Operating Partnership I LP, a Texas limited
partnership, through which the Company may own Assets.

PERFORMANCE FEE. The fee payable to the Advisor upon termination of this
Agreement under certain circumstances if certain performance standards have been
met pursuant to Section 4.03(b) or (c).

PERSON. An individual, corporation, association, business trust, estate, trust,
partnership, limited liability company or other legal entity.

PROPERTY OR PROPERTIES. As the context requires, any, or all, respectively, of
the Real Property acquired by the Company, either directly or indirectly
(whether through joint venture arrangements or other partnership or investment
interests).

PROPRIETARY PROPERTY. All modeling algorithms, tools, computer programs,
know-how, methodologies, processes, technologies, ideas, concepts, skills,
routines, subroutines, operating instructions and other materials and aides used
in performing the duties set forth in Section 2.02 that relate to investment
advice regarding current and potential Assets, and all modifications,
enhancements and derivative works of the foregoing.

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PROSPECTUS. Prospectus has the meaning set forth in Section 2(10) of the
Securities Act, including a preliminary prospectus, an offering circular as
described in Rule 256 of the General Rules and Regulations under the Securities
Act or, in the case of an intrastate offering, any document by whatever name
known, utilized for the purpose of offering and selling securities of the
Company to the public.

REAL PROPERTY. Land, rights in land (including leasehold interests), and any
buildings, structures, improvements, furnishings, fixtures and equipment located
on or used in connection with land and rights or interests in land.

REIT. A corporation, trust, association or other legal entity (other than a real
estate syndication) that is engaged primarily in investing in equity interests
in real estate (including fee ownership and leasehold interests) or in loans
secured by real estate or both in accordance with Sections 856 through 860 of
the Code.

SALE OR SALES. (i) Any transaction or series of transactions whereby: (A) the
Company or the Partnership directly or indirectly (except as described in other
subsections of this definition) sells, grants, transfers, conveys, or
relinquishes its ownership of any Property or portion thereof, including the
lease of any Property consisting of a building only, and including any event
with respect to any Property which gives rise to a significant amount of
insurance proceeds or condemnation awards; (B) the Company or the Partnership
directly or indirectly (except as described in other subsections of this
definition) sells, grants, transfers, conveys, or relinquishes its ownership of
all or substantially all of the interest of the Company or the Partnership in
any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture
directly or indirectly (except as described in other subsections of this
definition) in which the Company or the Partnership as a co-venturer or partner
sells, grants, transfers, conveys, or relinquishes its ownership of any Property
or portion thereof, including any event with respect to any Property which gives
rise to insurance claims or condemnation awards; (D) the Company or the
Partnership directly or indirectly (except as described in other subsections of
this definition) sells, grants, conveys or relinquishes its interest in any
Mortgage or portion thereof (including with respect to any Mortgage, all
repayments thereunder or in satisfaction thereof other than regularly scheduled
interest payments) and any event with respect to a Mortgage which gives rise to
a significant amount of insurance proceeds or similar awards; or (E) the Company
or the Partnership directly or indirectly (except as described in other
subsections of this definition) sells, grants, transfers, conveys, or
relinquishes its ownership of any other Asset not previously described in this
definition or any portion thereof, but (ii) not including any transaction or
series of transactions specified in clause (i) (A) through (E) above in which
the proceeds of such transaction or series of transactions are reinvested in one
or more Assets within 180 days thereafter.

SECURITIES ACT. The Securities Act of 1933, as amended from time to time, or any
successor statute thereto. Reference to any provision of the Securities Act
shall mean such provision as in effect from time to time, as the same may be
amended, and any successor provision thereto, as interpreted by any applicable
regulations as in effect from time to time.

SELLING COMMISSIONS. Any and all commissions payable to underwriters, dealer
managers or other broker-dealers in connection with the sale of Shares,
including, without limitation, commissions payable to Behringer Securities LP.

SHARES. Any shares of the Company's common stock, par value $.0001 per share.

SOLICITING DEALERS. Broker-dealers who are members of the National Association
of Securities Dealers, Inc., or that are exempt from broker-dealer registration,
and who, in either case, have executed participating broker or other agreements
with the Dealer Manager to sell Shares.

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SPONSOR. Robert M. Behringer.

STOCK DIVIDEND. Any dividend or other distribution paid to stockholders of the
Company in the form of additional Shares.

STOCKHOLDERS. The record holders of the Company's Shares as maintained in the
books and records of the Company or its transfer agent.

STOCKHOLDERS' 9% RETURN. As of any date, an aggregate amount equal to a 9%
cumulative, noncompounded, annual return on Invested Capital (calculated like
simple interest); provided, however, that for purposes of calculating the
Stockholders' 9% Return, any Stock Dividend shall not be included as a
Distribution; and provided further that for purposes of determining the
Stockholders' 9% Return, the return for each portion of the Invested Capital
shall commence for purposes of the calculation upon the issuance of the shares
issued in connection with such capital.

SUBORDINATED DISPOSITION FEE. The fee payable to the Advisor for services
provided in connection with the Sale of one or more Properties pursuant to
Section 3.01(c).

SUBORDINATED INCENTIVE LISTING FEE. The fee payable to the Advisor under certain
circumstances if the Shares are Listed pursuant to Section 3.01(e).

SUBORDINATED SHARE OF NET SALES PROCEEDS. The fee payable to the Advisor under
certain circumstances following receipt of Net Sales Proceeds pursuant to
Section 3.01(d).

TERMINATION DATE. The date of termination of this Agreement.

TOTAL OPERATING EXPENSES. All costs and expenses paid or incurred by the
Company, as determined under generally accepted accounting principles, which are
in any way related to the operation of the Company or to Company business,
including the Asset Management Fee, but excluding (i) the expenses of raising
capital such as Organization and Offering Expenses, legal, audit, accounting,
underwriting, brokerage, listing, registration, and other fees, printing and
other such expenses and tax incurred in connection with the issuance,
distribution, transfer, registration and Listing of the Shares, (ii) interest
payments, (iii) taxes, (iv) non-cash expenditures such as depreciation,
amortization and bad debt reserves, (v) the Subordinated Share of Net Sales
Proceeds, (vi) the Performance Fee, (vii) the Subordinated Incentive Listing
Fee, (viii) Acquisition Fees and Acquisition Expenses, (ix) real estate
commissions on the Sale of Property, and (x) other fees and expenses connected
with the acquisition, disposition, management and ownership of real estate
interests, mortgage loans or other property (including the costs of foreclosure,
insurance premiums, legal services, maintenance, repair and improvement of
property).

2%/25% GUIDELINES. The requirement pursuant to the NASAA Guidelines that, in any
12 month period, Total Operating Expenses not exceed the greater of 2% of
Average Invested Assets during such 12 month period or 25% of Net Income over
the same 12 month period.

                                   ARTICLE II

                                   THE ADVISOR

2.01    APPOINTMENT. The Company hereby appoints the Advisor to serve as its
advisor on the terms and conditions set forth in this Agreement, and the Advisor
hereby accepts such appointment.

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2.02    DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to
present to the Company potential investment opportunities and to provide a
continuing and suitable investment program consistent with the investment
objectives and policies of the Company as determined and adopted from time to
time by the Board. In performance of this undertaking, subject to the
supervision of the Board and consistent with the provisions of the Company's
most recent Prospectus for Shares, the Articles of Incorporation and Bylaws, the
Advisor shall, either directly or by engaging an Affiliate of the Advisor or
other Person:

        (a)     serve as the Company's investment and financial advisor and
        provide research and economic and statistical data in connection with
        the Assets and investment policies;

        (b)     provide the daily management of the Company and perform and
        supervise the various administrative functions reasonably necessary for
        the management and operations of the Company;

        (c)     maintain and preserve the books and records of the Company,
        including stock books and records reflecting a record of the
        Stockholders and their ownership of the Company's uncertificated Shares,
        if any, and acting as transfer agent for the Company's Shares;

        (d)     investigate, select, and, on behalf of the Company, engage and
        conduct business with such Persons as the Advisor deems necessary to the
        proper performance of its obligations hereunder, including but not
        limited to consultants, accountants, correspondents, lenders, technical
        advisors, attorneys, brokers, underwriters, corporate fiduciaries,
        escrow agents, depositaries, custodians, agents for collection,
        insurers, insurance agents, banks, builders, developers, property
        owners, mortgagors, property management companies, transfer agents and
        any and all agents for any of the foregoing, including Affiliates of the
        Advisor, and Persons acting in any other capacity deemed by the Advisor
        necessary or desirable for the performance of any of the foregoing
        services, including but not limited to entering into contracts in the
        name of the Company with any of the foregoing;

        (e)     consult with the officers and the Board and assist the Board in
        the formulation and implementation of the Company's financial policies,
        and, as necessary, furnish the Board with advice and recommendations
        with respect to the making of investments consistent with the investment
        objectives and policies of the Company and in connection with any
        borrowings proposed to be undertaken by the Company;

        (f)     subject to the provisions of Sections 2.02(h) and 2.03 hereof,
        (i) locate, analyze and select potential investments in Assets, (ii)
        structure and negotiate the terms and conditions of transactions
        pursuant to which investment in Assets will be made; (iii) make
        investments in Assets on behalf of the Company or the Partnership in
        compliance with the investment objectives and policies of the Company;
        (iv) arrange for financing and refinancing and make other changes in the
        asset or capital structure of, and dispose of, reinvest the proceeds
        from the sale of, or otherwise deal with the investments in, Assets; and
        (v) enter into leases of Property and service contracts for Assets and,
        to the extent necessary, perform all other operational functions for the
        maintenance and administration of such Assets, including the servicing
        of Mortgages;

        (g)     provide the Board with periodic reports regarding prospective
        investments in Assets;

        (h)     obtain the prior approval of the Board (including a majority of
        all Independent Directors) for any and all investments in Assets;

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        (i)     negotiate on behalf of the Company with banks or lenders for
        loans to be made to the Company, negotiate on behalf of the Company with
        investment banking firms and broker-dealers, and negotiate private sales
        of Shares and other securities of the Company or obtain loans for the
        Company, as and when appropriate, but in no event in such a way so that
        the Advisor shall be acting as broker-dealer or underwriter; and
        provided, further, that any fees and costs payable to third parties
        incurred by the Advisor in connection with the foregoing shall be the
        responsibility of the Company;

        (j)     obtain reports (which may be prepared by or for the Advisor or
        its Affiliates), where appropriate, concerning the value of investments
        or contemplated investments of the Company in Assets;

        (k)     from time to time, or at any time reasonably requested by the
        Board, make reports to the Board of its performance of services to the
        Company under this Agreement;

        (l)     provide the Company with all necessary cash management services;

        (m)     deliver to or maintain on behalf of the Company copies of all
        appraisals obtained in connection with the investments in Assets;

        (n)     upon request of the Company, act, or obtain the services of
        others to act, as attorney-in-fact or agent of the Company in making,
        requiring and disposing of Assets, disbursing, and collecting the funds,
        paying the debts and fulfilling the obligations of the Company and
        handling, prosecuting and settling any claims of the Company, including
        foreclosing and otherwise enforcing mortgage and other liens and
        security interests comprising any of the Assets;

        (o)     supervise the preparation and filing and distribution of returns
        and reports to governmental agencies and to Stockholders and other
        investors and act on behalf of the Company in connection with investor
        relations;

        (p)     provide office space, equipment and personnel as required for
        the performance of the foregoing services as Advisor;

        (q)     prepare on behalf of the Company all reports and returns
        required by the Securities and Exchange Commission, Internal Revenue
        Service and other state or federal governmental agencies; and

        (r)     do all things necessary to assure its ability to render the
        services described in this Agreement.

2.03    AUTHORITY OF ADVISOR.

        (a)     Pursuant to the terms of this Agreement (including the
        restrictions included in this Section 2.03 and in Section 2.06), and
        subject to the continuing and exclusive authority of the Board over the
        management of the Company, the Board hereby delegates to the Advisor the
        authority to (i) locate, analyze and select investment opportunities,
        (ii) structure the terms and conditions of transactions pursuant to
        which investments will be made or acquired for the Company or the
        Partnership, (iii) acquire Properties, make and acquire Mortgages and
        invest in other Assets in compliance with the investment objectives and
        policies of the Company, (iv) arrange for financing or refinancing of
        Assets, (v) enter into leases for the Properties and service contracts
        for the Assets, including oversight of Affiliated companies that perform

                                      -10-
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        property management or other services for the Company, (vi) oversee
        non-affiliated and Affiliated property managers and other non-affiliated
        and Affiliated Persons who perform services for the Company, and (vii)
        undertake accounting and other record-keeping functions at the Asset
        level.

        (b)     Notwithstanding the foregoing, any investment in Assets by the
        Company or the Partnership (as well as any financing acquired by the
        Company or the Partnership in connection with such investment), will
        require the prior approval of the Board (including a majority of the
        Independent Directors).

        (c)     The prior approval of a majority of the Independent Directors
        and a majority of the Board not otherwise interested in the transaction
        will be required for each transaction with the Advisor or its
        Affiliates.

        (d)     If a transaction requires approval by the Board, the Advisor
        will deliver to the Directors all documents required by them to properly
        evaluate the proposed transaction.

        The Board may, at any time upon the giving of notice to the Advisor,
modify or revoke the authority set forth in this Section 2.03. If and to the
extent the Board so modifies or revokes the authority contained herein, the
Advisor shall henceforth submit to the Board for prior approval such proposed
transactions involving investments in Assets as thereafter require prior
approval, provided however, that such modification or revocation shall be
effective upon receipt by the Advisor and shall not be applicable to investment
transactions to which the Advisor has committed the Company prior to the date of
receipt by the Advisor of such notification.

2.04    BANK ACCOUNTS. The Advisor may establish and maintain one or more bank
accounts in its own name for the account of the Company or in the name of the
Company and may collect and deposit into any such account or accounts, and
disburse from any such account or accounts, any money on behalf of the Company,
under such terms and conditions as the Board may approve, provided that no funds
shall be commingled with the funds of the Advisor; and the Advisor shall from
time to time render appropriate accountings of such collections and payments to
the Board, its Audit Committee and the auditors of the Company.

2.05    RECORDS; ACCESS. The Advisor shall maintain appropriate records of all
its activities hereunder and make such records available for inspection by the
Board and by counsel, auditors and authorized agents of the Company, at any time
or from time to time during normal business hours. The Advisor shall at all
reasonable times have access to the books and records of the Company.

2.06    LIMITATIONS ON ACTIVITIES. Anything else in this Agreement to the
contrary notwithstanding, the Advisor shall refrain from taking any action
which, in its sole judgment made in good faith, would (a) adversely affect the
status of the Company as a REIT, (b) subject the Company to regulation under the
Investment Company Act of 1940, as amended, or (c) violate any law, rule,
regulation or statement of policy of any governmental body or agency having
jurisdiction over the Company, the Shares or any of the Company's securities, or
otherwise not be permitted by the Articles of Incorporation or Bylaws, except if
such action shall be ordered by the Board, in which case the Advisor shall
notify promptly the Board of the Advisor's judgment of the potential impact of
such action and shall refrain from taking such action until it receives further
clarification or instructions from the Board. In such event the Advisor shall
have no liability for acting in accordance with the specific instructions of the
Board so given. The Advisor, its directors, officers, employees and
stockholders, and the directors, officers, employees and stockholders of the
Advisor's Affiliates shall not be liable to the Company or to the Board or
Stockholders for any act or omission by the Advisor, its directors, officers,
employees or stockholders, or

                                      -11-
<PAGE>

for any act or omission of any Affiliate of the Advisor, its directors, officers
or employees or stockholders except as provided in Section 5.02 of this
Agreement.

2.07    RELATIONSHIP WITH DIRECTORS. Directors, officers and employees of the
Advisor or an Affiliate of the Advisor may serve as Directors, officers or
employees of the Company, except that no director, officer or employee of the
Advisor or its Affiliates who also is a Director shall receive any compensation
from the Company for serving as a Director other than reasonable reimbursement
for travel and related expenses incurred in attending meetings of the Board.

2.08    OTHER ACTIVITIES OF THE ADVISOR. Nothing herein contained shall prevent
the Advisor or its Affiliates from engaging in other activities, including,
without limitation, the rendering of advice to other Persons (including other
REITs) and the management of other programs advised, sponsored or organized by
the Advisor or its Affiliates; nor shall this Agreement limit or restrict the
right of any director, officer, employee, or stockholder of the Advisor or its
Affiliates to engage in any other business or to render services of any kind to
any other Person. The Advisor may, with respect to any investment in which the
Company is a participant, also render advice and service to each and every other
participant therein. The Advisor shall report to the Board the existence of any
condition or circumstance, existing or anticipated, of which it has knowledge,
which creates or could create a conflict of interest between the Advisor's
obligations to the Company and its obligations to or its interest in any other
Person. The Advisor or its Affiliates shall promptly disclose to the Board
knowledge of such condition or circumstance. If the Sponsor, Advisor, Director
or Affiliates thereof have sponsored other investment programs with similar
investment objectives which have investment funds available at the same time as
the Company, it shall be the duty of the Board (including the Independent
Directors) to adopt the method set forth in the Company's most recent Prospectus
for its Shares or another reasonable method by which investments are to be
allocated to the competing investment entities and to use their best efforts to
apply such method fairly to the Company.

                                   ARTICLE III

                                  COMPENSATION

3.01    FEES.

        (a)     ASSET MANAGEMENT FEE. The Company shall pay the Advisor a
        monthly Asset Management Fee on the 15th day of each month in an amount
        equal to 1/12th of 1% of Aggregate Assets Value as of the last day of
        the preceding month.

        (b)     ACQUISITION AND ADVISORY FEES. The Company shall pay the Advisor
        a fee in the amount of 2.5% of the Contract Purchase Price of each Asset
        as Acquisition and Advisory Fees payable at the time and in respect of
        funds expended for (i) the acquisition of an Asset, (ii) to the extent
        that such funds are capitalized, for the development, construction or
        improvement of an Asset, or (iii) the making of a Mortgage. The total of
        all Acquisition Fees and any Acquisition Expenses shall be limited in
        accordance with the Articles of Incorporation.

        (c)     SUBORDINATED DISPOSITION FEE. If the Advisor or an Affiliate
        provides a substantial amount of the services (as determined by a
        majority of the Independent Directors) in connection with the Sale of
        one or more Assets, the Advisor or such Affiliate shall receive, subject
        to the satisfaction of the condition outlined below, a Subordinated
        Disposition Fee in an amount (the "CONTINGENT SUBORDINATED DISPOSITION
        FEE") equal to (subject to the limitation in the following paragraph)
        (i) in the case of the sale of Property, the lesser of (A) one-half of a
        Competitive Real Estate Commission or (B) 3% of the sales price of such
        Property and (ii) in the case of the sale of

                                      -12-
<PAGE>

        any Asset other than Property, 3% of the sales price of such Asset or
        Assets. The Contingent Subordinated Disposition Fee will not be earned
        or paid unless and until the Stockholders have received total
        Distributions in an amount equal to or in excess of the sum of their
        aggregate Invested Capital plus the Stockholders' 9% Return. To the
        extent that, in any instance, the Contingent Subordinated Disposition
        Fees is not earned and paid due to the foregoing limitation, the
        Contingent Subordinated Disposition Fees that would have been earned and
        paid had the foregoing limitation not been in place at the time of a
        Sale shall be a contingent liability of the Company, which shall be paid
        if and only if the conditions set forth in this subparagraph 3.01(c)
        have been satisfied and, upon the satisfaction of such condition, the
        Company shall pay all such Contingent Subordination Disposition Fees as
        if such condition had been satisfied with respect to each such prior
        Sale.

        The Subordinated Disposition Fee may be payable in addition to real
        estate commissions paid to non-Affiliates, provided, however, that the
        total real estate commissions paid to all Persons by the Company
        (together with the Subordinated Disposition Fee) shall in no case exceed
        an amount equal to the lesser of (i) 6% of the Contract Sales Price of
        an Asset or (ii) the Competitive Real Estate Commission in respect of
        any Property.

        In the event this Agreement is terminated prior to such time as the
        Stockholders have received total Distributions in an amount equal to or
        in excess of the sum of their aggregate Invested Capital plus the
        Stockholders' 9% Return through the Termination Date, the Company Value
        shall be determined and any contingent liabilities for the payment of
        Contingent Subordinated Disposition Fees on Assets previously sold will
        be paid if the Company Value plus total Distributions received prior to
        the Termination Date equals or exceeds the sum of the aggregate Invested
        Capital plus the Stockholders' 9% Return through the Termination Date
        and then only to the extent of such excess.

        Following Listing, and as soon as practicable after determination of
        Market Value (defined below), any contingent liabilities for the payment
        of the Contingent Subordinated Disposition Fees on Assets previously
        sold will be earned and paid if and only if the Stockholders have
        received or been deemed to have received total Distributions in an
        amount equal to or in excess of the sum of the aggregate Invested
        Capital plus the Stockholders' 9% Return through the date of Listing.
        For purposes of the preceding sentence, in addition to actual
        Distributions received, Stockholders will be deemed to have received
        Distributions in the amount equal to the product of the total number of
        Shares outstanding and the average closing price of the Shares over the
        30-trading-day period beginning the date of Listing (the "MARKET
        VALUE"). Once any Contingent Subordinated Disposition Fees are actually
        paid, such amounts shall thereafter be referred to as "Subordinated
        Disposition Fees."

        (d)     SUBORDINATED SHARE OF NET SALES PROCEEDS. Prior to Listing but
        after the Stockholders have received total Distributions in an amount
        equal to the sum of their aggregate Invested Capital and Stockholders'
        9% Return, upon the consummation of any Sale, the Advisor shall receive
        a Subordinated Share of Net Sales Proceeds in an amount equal to 15% of
        Net Sales Proceeds less the amount by which the Company's debt for
        borrowed money exceeds the aggregate book value of the Company's assets
        after the sale of the Asset(s) in respect of which the Net Sales
        Proceeds is being determined.

        Following Listing, and as soon as practicable after determination of
        Market Value, if the Stockholders have received or been deemed to have
        received total Distributions in an amount equal to the sum of their
        aggregate Invested Capital and Stockholders' 9% Return through the date
        of Listing, the Advisor shall receive a Subordinated Share of Net Sales
        Proceeds in an

                                      -13-
<PAGE>

        amount equal to 15% of Net Sales Proceeds less the amount by which the
        Company's debt for borrowed money exceeds the aggregate book value of
        the Company's assets after the sale of the Asset(s) in respect of which
        the Net Sales Proceeds is being determined. For purposes of this
        subparagraph (d), in determining whether the Subordinated Share of Net
        Sales Proceeds is payable following Listing, in addition to actual
        Distributions received, Stockholders will be deemed to have received
        Distributions in the amount equal to the Market Value.

        (e)     SUBORDINATED INCENTIVE LISTING FEE. Following Listing, and as
        soon as practicable after determination of Market Value, the Advisor
        shall be entitled to receive a Subordinated Incentive Listing Fee
        payable in the form of an interest bearing promissory note (the "SILF
        NOTE") in a principal amount equal to 15% of the amount by which (i) the
        market value of the outstanding Shares, measured by taking the Market
        Value, plus the total of all Distributions paid to Stockholders from the
        Company's inception until the date of Listing, exceeds (ii) the sum of
        (A) 100% of Invested Capital and (B) the total Distributions required to
        be paid to the Stockholders in order to pay the Stockholders' 9% Return
        from inception through the date of Listing. Interest on the SILF Note
        will accrue beginning on the date of Listing at a rate deemed fair and
        reasonable by the Independent Directors on the date of Listing. The
        Company shall repay the SILF Note using the entire Net Sales Proceeds of
        each Sale after Listing until the SILF Note is paid in full, with
        interest. If the SILF Note has not been paid in full within five years
        from the date of Listing, then the Advisor, its successors or assigns,
        may elect to convert the balance of the SILF NOTE, including accrued but
        unpaid interest, into Shares at a price per Share equal to the average
        Closing Price of the Shares over the ten trading days immediately
        preceding the date of such election. If the Shares are no longer listed
        at such time as the SILF Note becomes convertible into Shares as
        provided by this paragraph, then the price per Share, for purposes of
        conversion, shall equal the fair market value for the Shares as
        determined by the Board based upon the Appraised Value of the Assets as
        of the date of election. The principal amount of the SILF Note shall be
        referred to as "Subordinated Disposition Fees."

        (f)     DEBT FINANCING FEE. In the event of the origination of any debt
        financing obtained by or for the Company (including any refinancing of
        debt), the Company will pay to the Advisor a debt financing fee equal to
        one percent (1%) of the amount available under such financing.

3.02    EXPENSES.

        (a)     In addition to the compensation paid to the Advisor pursuant to
        Section 3.01 hereof, the Company shall pay directly or reimburse the
        Advisor for all of the expenses paid or incurred by the Advisor in
        connection with the services it provides to the Company pursuant to this
        Agreement, including, but not limited to:

                (i)     Organization and Offering Expenses; provided, however,
                that within 60 days after the end of the month in which an
                Offering terminates, the Advisor shall reimburse the Company for
                any Organization and Offering Expenses reimbursement received by
                the Advisor pursuant to this Section 3.02, to the extent that
                such reimbursement exceeds 2% of the Gross Proceeds (2.5% for
                Offerings conducted prior to the date hereof) exclusive of Gross
                Proceeds from shares sold under the Company's Distribution
                Reinvestment Plan. The Advisor shall be responsible for the
                payment of all Organization and Offering Expenses in excess of
                2% of the Gross Proceeds (2.5% for Offerings conducted prior to
                the date hereof) exclusive of Gross Proceeds from shares sold
                under the Company's Distribution Reinvestment Plan;

                                      -14-
<PAGE>

                (ii)    Acquisition Expenses incurred in connection with the
                selection and acquisition of Assets in an amount equal to up to
                0.5% of the Contract Purchase Price of each Asset;

                (iii)   the actual cost of goods, services and materials used by
                the Company and obtained from Persons not affiliated with the
                Advisor, other than Acquisition Expenses, including brokerage
                fees paid in connection with the purchase and sale of Shares or
                other securities;

                (iv)    interest and other costs for borrowed money, including
                discounts, points and other similar fees;

                (v)     taxes and assessments on income or property and taxes as
                an expense of doing business;

                (vi)    costs associated with insurance required in connection
                with the business of the Company or by the Board;

                (vii)   expenses of managing and operating Assets owned by the
                Company, whether payable to an Affiliate of the Company or a
                non-affiliated Person;

                (viii)  all expenses in connection with payments to the Board
                for attendance at meetings of the Board and Stockholders;

                (ix)    expenses associated with Listing or with the issuance
                and distribution of Shares and other securities of the Company,
                such as Selling Commissions and fees, advertising expenses,
                taxes, legal and accounting fees, Listing and registration fees,
                and other Organization and Offering Expenses;

                (x)     expenses connected with payments of Distributions in
                cash or otherwise made or caused to be made by the Company to
                the Stockholders;

                (xi)    expenses of organizing, revising, amending, converting,
                modifying, or terminating the Company or the Articles of
                Incorporation;

                (xii)   expenses of any third party transfer agent for the
                Shares and of maintaining communications with Stockholders,
                including the cost of preparation, printing, and mailing annual
                reports and other Stockholder reports, proxy statements and
                other reports required by governmental entities;

                (xiii)  administrative service expenses (including personnel
                costs; provided, however, that no reimbursement shall be made
                for costs of personnel to the extent that such personnel perform
                services in transactions for which the Advisor receives a
                separate fee); and

                (xiv)   audit, accounting and legal fees.

        (b)     Expenses incurred by the Advisor on behalf of the Company and
        payable pursuant to this Section 3.02 shall be reimbursed no less than
        quarterly to the Advisor within 60 days after the end of each quarter.
        The Advisor shall prepare a statement documenting the expenses of the
        Company during each quarter, and shall deliver such statement to the
        Company within 45 days after the end of each quarter.

                                      -15-
<PAGE>

3.03    OTHER SERVICES. Should the Board request that the Advisor or any
director, officer or employee thereof render services for the Company other than
set forth in Section 2.02, such services shall be separately compensated at such
rates and in such amounts as are agreed by the Advisor and the Independent
Directors, subject to the limitations contained in the Articles of
Incorporation, and shall not be deemed to be services pursuant to the terms of
this Agreement.

3.04    REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the
Advisor to the extent that Total Operating Expenses (including the Asset
Management Fee), in the four consecutive fiscal quarters then ended (the
"EXPENSE YEAR") exceed (the "EXCESS AMOUNT") the greater of 2% of Average
Invested Assets or 25% of Net Income for such year. Any Excess Amount paid to
the Advisor during a fiscal quarter shall be repaid to the Company.
Reimbursement of all or any portion of the Total Operating Expenses that exceed
the limitation set forth in the preceding sentence may, at the option of the
Advisor, be deferred without interest and may be reimbursed in any subsequent
Expense Year where such limitation would permit such reimbursement if the Total
Operating Expense were incurred during such period. Notwithstanding the
foregoing, if there is an Excess Amount in any Expense Year and the Independent
Directors determine that such excess was justified, based on unusual and
nonrecurring factors which they deem sufficient, the Excess Amount may be
reimbursed to the Advisor. Within 60 days after the end of any fiscal quarter of
the Company for which there is an Excess Amount which the Independent Directors
conclude was justified and reimbursable to the Advisor, there shall be sent to
the Stockholders a written disclosure of such fact, together with an explanation
of the factors the Independent Directors considered in determining that such
Excess Amount was justified. Such determination shall be reflected in the
minutes of the meetings of the Board. The Company will not reimburse the Advisor
or its Affiliates for services for which the Advisor or its Affiliates are
entitled to compensation in the form of a separate fee. All figures used in any
computation pursuant to this Section 3.04 shall be determined in accordance with
generally accepted accounting principles applied on a consistent basis.

                                   ARTICLE IV

                              TERM AND TERMINATION

4.01    TERM; RENEWAL. Subject to Section 4.02 hereof, this Agreement shall
continue in force until the first anniversary of the date hereof. Thereafter,
this Agreement may be renewed for an unlimited number of successive one-year
terms upon mutual consent of the parties. It is the duty of the Board to
evaluate the performance of the Advisor annually before renewing the Agreement,
and each such renewal shall be for a term of no more than one year.

4.02    TERMINATION. This Agreement will automatically terminate upon Listing.
This agreement also may be terminated at the option of either party (i)
immediately upon a Change of Control or (ii) upon 60 days written notice without
cause or penalty (in either case, if termination is by the Company, then such
termination shall be upon the approval of a majority of the Independent
Directors). Notwithstanding the foregoing, the provisions of this Agreement
which provide for payment to the Advisor of expenses, fees or other compensation
following the date of termination (I.E., Sections 3.01(e) and 4.03) shall
continue in full force and effect until all amounts payable thereunder to the
Advisor are paid in full.

4.03    PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

        (a)     After the Termination Date, the Advisor shall not be entitled to
        compensation for further services hereunder except it shall be entitled
        to and receive from the Company within 30 days after the effective date
        of such termination all unpaid reimbursements of expenses, subject to
        the provisions of Section 3.04 hereof, and all contingent liabilities
        related to fees payable to the

                                      -16-
<PAGE>

        Advisor prior to termination of this Agreement, provided that the
        Subordinated Incentive Listing Fee, if any, shall be paid in accordance
        with the provisions of Section 3.01(e). Upon termination, the SILF Note
        shall become immediately due and payable and shall be promptly paid by
        the Company. In the event the Subordinated Incentive Listing Fee is paid
        to the Advisor following Listing, no Performance Fee will be paid to the
        Advisor pursuant to Sections 4.03(b) or (c) below.

        (b)     Upon termination, unless such termination is by the Company
        because of a material breach of this Agreement by the Advisor or occurs
        upon a Change of Control, the Advisor shall be entitled to receive a
        Performance Fee payable in the form of an interest bearing promissory
        note (the "PERFORMANCE FEE NOTE") in a principal amount equal to the
        product of 0.15 times the amount, if any, by which (i) the Company Value
        plus the total Distributions paid to holders of Shares through the
        Termination Date, exceeds (ii) the sum of the aggregate Invested Capital
        plus the Stockholders' 9% Return through the Termination Date. Interest
        on the Performance Fee Note will accrue beginning on the Termination
        Date at a rate deemed fair and reasonable by the Independent Directors.
        The Company shall repay the Performance Fee Note using the entire Net
        Sales Proceeds of each Sale after the Termination Date until the
        Performance Fee Note is paid in full, with interest. If the Performance
        Fee Note has not been paid in full within five years from the
        Termination Date, then the Advisor, its successors or assigns, may elect
        to convert the balance of the Performance Fee Note, including accrued
        but unpaid interest, into Shares at a price per Share equal to the
        average Closing Price of the Shares over the ten trading days
        immediately preceding the date of such election if the Shares are Listed
        at such time. If the Shares are not Listed at such time, the Advisor,
        its successors or assigns, may elect to convert the balance of the
        Performance Fee Note, including accrued but unpaid interest, into Shares
        at a price per Share equal to the fair market value for the Shares as
        determined by the Board based upon the Appraised Value of the Assets on
        the date of election.

        (c)     Notwithstanding the foregoing, if termination occurs upon a
        Change of Control, the Advisor shall be entitled to payment of a
        Performance Fee equal to the product of 0.15 times the amount, if any,
        by which (i) the Company Value plus the total Distributions paid to
        holders of Shares through the Termination Date, exceeds (ii) the sum of
        the aggregate Invested Capital plus the Stockholders' 9% Return. No
        deferral of payment of the Performance Fee may be made under this
        Section 4.03(c).

        (d)     In the event that the Advisor disagrees with the valuation of
        Shares pursuant to Section 4.03(b) where the Shares are not Listed, for
        purposes of determining the number of shares to be issued to the Advisor
        following the Advisor's election to convert the balance of the
        Performance Fee Note owed to the Advisor, then the fair market value of
        such shares shall be determined by an independent appraiser of equity
        value selected by the Advisor and the Company. If the Advisor and the
        Company are unable to agree upon an expert independent appraiser, then
        each of the Company and the Advisor shall name one appraiser and the two
        named appraisers shall promptly agree in good faith to the appointment
        of one such appraiser whose determination shall be final and binding on
        the parties. The cost of such appraisal shall be shared evenly between
        the Company and the Advisor.

        (e)     The Advisor shall promptly upon termination:

                (i)     pay over to the Company all money collected and held for
                the account of the Company pursuant to this Agreement, after
                deducting any accrued compensation and reimbursement for its
                expenses to which it is then entitled;

                                      -17-
<PAGE>

                (ii)    deliver to the Board a full accounting, including a
                statement showing all payments collected by it and a statement
                of all money held by it, covering the period following the date
                of the last accounting furnished to the Board;

                (iii)   deliver to the Board all assets, including the Assets,
                and documents of the Company then in the custody of the Advisor;
                and

                (iv)    cooperate with the Company and take all reasonable
                actions requested by the Company to provide an orderly
                management transition.

                                    ARTICLE V

                                 INDEMNIFICATION

5.01    INDEMNIFICATION BY THE COMPANY. The Company shall indemnify and hold
harmless the Advisor and its Affiliates, including their respective officers,
directors, partners and employees, from all liability, claims, damages or losses
arising in the performance of their duties hereunder, and related expenses,
including reasonable attorneys' fees, to the extent such liability, claims,
damages or losses and related expenses are not fully reimbursed by insurance,
subject to any limitations imposed by the laws of the State of Maryland, the
Articles of Incorporation and the NASAA Guidelines. The foregoing indemnity
shall extend, without limitation, to any claims to the extent relating to any of
the events or outcomes set forth in the Prospectus as possible results, outcomes
or risks associated with the business and investment objectives of the Company.
Notwithstanding the foregoing, the Advisor shall not be entitled to
indemnification or be held harmless pursuant to this Section 5.01 for any
activity which the Advisor shall be required to indemnify or hold harmless the
Company pursuant to Section 5.02. Any indemnification of the Advisor may be made
only out of the net assets of the Company and not from Stockholders.

5.02    INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold
harmless the Company from contract or other liability, claims, damages, taxes or
losses and related expenses including attorneys' fees, to the extent that such
liability, claims, damages, taxes or losses and related expenses are not fully
reimbursed by insurance and are incurred by reason of the Advisor's bad faith,
fraud, misfeasance, misconduct, negligence or reckless disregard of its duties,
but the Advisor shall not be held responsible for any action of the Board in
following or declining to follow any advice or recommendation given by the
Advisor.

                                   ARTICLE VI

                                  MISCELLANEOUS

6.01    ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the
Advisor to an Affiliate of the Advisor with the approval of a majority of the
Board (including a majority of the Independent Directors). The Advisor may
assign any rights to receive fees or other payments under this Agreement without
obtaining the approval of the Board. This Agreement shall not be assigned by the
Company without the consent of the Advisor, except in the case of an assignment
by the Company to a corporation or other organization which is a successor to
all of the assets, rights and obligations of the Company, in which case such
successor organization shall be bound hereunder and by the terms of said
assignment in the same manner as the Company is bound by this Agreement. This
Agreement shall be binding on successors to the Company resulting from a Change
of Control or sale of all or substantially all the assets of the Company or the
Partnership, and shall likewise be binding upon any successor to the Advisor.

                                      -18-
<PAGE>

6.02    RELATIONSHIP OF ADVISOR AND COMPANY. The Company and the Advisor are not
partners or joint venturers with each other, and nothing in this Agreement shall
be construed to make them such partners or joint venturers or impose any
liability as such on either of them.

6.03    NOTICES. Any notice, report or other communication required or permitted
to be given hereunder shall be in writing unless some other method of giving
such notice, report or other communication is required by the Articles of
Incorporation, the Bylaws, or accepted by the party to whom it is given, and
shall be given by being delivered by hand or by overnight mail or other
overnight delivery service to the addresses set forth herein:

To the Directors and to the Company:    Behringer Harvard REIT I, Inc.
                                        15601 Dallas Parkway
                                        Suite. 600
                                        Addison, Texas 75001

To the Advisor:                         Behringer Advisors LP
                                        15601 Dallas Parkway
                                        Suite. 600
                                        Addison, Texas 75001

Either party shall, as soon as reasonably practicable, give notice in writing to
the other party of a change in its address for the purposes of this Section
6.03.

6.04    MODIFICATION. This Agreement shall not be changed, modified, or amended,
in whole or in part, except by an instrument in writing signed by both parties
hereto, or their respective successors or assignees.

6.05    SEVERABILITY. The provisions of this Agreement are independent of and
severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

6.06    CHOICE OF LAW; VENUE. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of Texas, and
venue for any action brought with respect to any claims arising out of this
Agreement shall be brought exclusively in Dallas County, Texas.

6.07    ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing signed by each of the parties
hereto.

6.08    WAIVER. Neither the failure nor any delay on the part of a party to
exercise any right, remedy, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege preclude any other or further exercise of the
same or of any other right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to
any other occurrence. No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver.

                                      -19-
<PAGE>

6.09    GENDER; NUMBER. Words used herein regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires.

6.10    HEADINGS. The titles and headings of sections and subsections contained
in this Agreement are for convenience only, and they neither form a part of this
Agreement nor are they to be used in the construction or interpretation hereof.

6.11    EXECUTION IN COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.

6.12    NAME. Behringer Advisors LP and/or one or more of its Affiliates has a
proprietary interest in the names "Harvard" (for the businesses engaged in by
the Company and its Affiliates) and "Behringer" (for all purposes). Accordingly,
and in recognition of this right, if at any time the Company ceases to retain
Behringer Advisors LP or an Affiliate thereof to perform the services of
Advisor, the Company will, promptly after receipt of written request from
Behringer Advisors LP, cease to conduct business under or use the name "Harvard"
or "Behringer" or any diminutive thereof and the Company shall use its best
efforts to change the name of the Company to a name that does not contain the
name "Harvard" or "Behringer" or any other word or words that might, in the sole
discretion of Behringer Advisors LP, be susceptible of indication of some form
of relationship between the Company and Behringer Advisors LP or any Affiliate
thereof. Consistent with the foregoing, it is specifically recognized that
Behringer Advisors LP or one or more of its Affiliates has in the past and may
in the future organize, sponsor or otherwise permit to exist other investment
vehicles (including vehicles for investment in real estate) and financial and
service organizations having "Harvard" or "Behringer" as a part of their name,
all without the need for any consent (and without the right to object thereto)
by the Company or its Board.

6.13    INITIAL INVESTMENT. The Advisor or one of its Affiliates has contributed
$200,000 (the "INITIAL INVESTMENT") in exchange for the initial issuance of
Shares of the Company. The Advisor or its Affiliates may not sell any of the
Shares purchased with the Initial Investment while the Advisor acts in an
advisory capacity to the Company. The restrictions included above shall not
apply to any Shares acquired by the Advisor or its Affiliates other than the
Shares acquired through the Initial Investment. Neither the Advisor nor its
Affiliates shall vote any Shares they now own, or hereafter acquires, in any
vote for the election of Directors or any vote regarding the approval or
termination of any contract with the Advisor or any of its Affiliates.

6.14    OWNERSHIP OF PROPRIETARY PROPERTY. The Advisor retains ownership of and
reserves all Intellectual Property Rights in the Proprietary Property. To the
extent that the Company has or obtains any claim to any right, title or interest
in the Proprietary Property, including without limitation in any suggestions,
enhancements or contributions that Company may provide regarding the Proprietary
Property, the Company hereby assigns and transfers exclusively to the Advisor
all right, title and interest, including without limitation all Intellectual
Property Rights, free and clear of any liens, encumbrances or licenses in favor
of the Company or any other party, in and to the Proprietary Property. In
addition, at the Advisor's expense, the Company will perform any acts that may
be deemed desirable by the Advisor to evidence more fully the transfer of
ownership of right, title and interest in the Proprietary Property to the
Advisor, including but not limited to the execution of any instruments or
documents now or hereafter requested by the Advisor to perfect, defend or
confirm the assignment described herein, in a form determined by the Advisor.

                                      -20-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Advisory
Agreement as of the date and year first above written.

                                        BEHRINGER HARVARD REIT I, INC.


                                        By:________________________________
                                            Robert M. Behringer, President


                                        BEHRINGER ADVISORS LP

                                        By:  Harvard Property Trust, LLC,
                                               its General Partner


                                             By:________________________________
                                                Gerald J. Reihsen, III
                                                Chief Operating Officer









                                      -21-