<PAGE>

                                                                    EXHIBIT 10.4

                                ESCROW AGREEMENT



Wells Fargo Bank Iowa, National Association
666 Walnut N8200-034
Corporate Trust Services, PFG
Des Moines, IA  50309


         Re:      Behringer Harvard REIT I, Inc.

Ladies and Gentlemen:

BEHRINGER HARVARD REIT I, INC., a Maryland corporation (the "Company"), will
issue in a public offering (the "Offering") shares of its common stock (the
"Stock") pursuant to a Registration Statement on Form S-11 filed by the Company
with the Securities and Exchange Commission. Behringer Securities LP, a Texas
limited partnership (the "Dealer Manager"), will act as dealer manager for the
offering of the Stock. The Company is entering into this agreement to set forth
the terms on which Wells Fargo Bank Iowa, National Association (the "Escrow
Agent"), will hold and disburse the proceeds from subscriptions for the purchase
of the Stock in the Offering until such time as: (i) in the case of
subscriptions received from all nonaffiliates of the Company, the Company has
received subscriptions for Stock resulting in total minimum capital raised of
$2,500,000 (the "Required Capital"); and (ii) in the case of subscriptions
received from residents of Pennsylvania ("Pennsylvania Subscribers") and
residents of Nebraska ("Nebraska Subscribers"), the Company has received
subscriptions for Stock from nonaffiliates of the Company resulting in total
minimum capital raised of $44,000,000 (the "Pennsylvania/Nebraska Required
Capital").

The Company hereby appoints Wells Fargo Bank Iowa, National Association as
Escrow Agent for purposes of holding the proceeds from the subscriptions for the
Stock, on the terms and conditions hereinafter set forth:


1. Persons subscribing to purchase the Stock (the "Subscribers") will be
instructed by the Dealer Manager or any soliciting dealers to remit the purchase
price in the form of checks, drafts, wires, Automated Clearing House (ACH) or
money orders (hereinafter "instruments of payment") payable to the order of
"Wells Fargo Bank Iowa, N.A., Escrow Agent for Behringer Harvard REIT I, Inc."
Any checks, drafts or money orders received made payable to a party other than
the Escrow Agent shall be returned to the soliciting dealer who submitted the
check, draft or money order. Within one (1) business day after receipt of
instruments of payment from the Offering, the Dealer Manager will (a) send to
the Escrow Agent: each Subscriber's name, address, executed IRS Form W-9, number
of shares purchased, and purchase price remitted, and (b) deposit the
instruments of payment from such Subscribers (the "Subscription Materials"),
into an interest-bearing deposit account entitled "ESCROW ACCOUNT FOR THE
BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF BEHRINGER HARVARD REIT I, INC." (the
"Escrow Account"), which deposit shall occur within one (1) business day after
the Dealer Manger's receipt of all the Subscription Materials, until such Escrow
Account has closed pursuant to paragraph 3(a) hereof. Instruments of payment
received from Pennsylvania Subscribers and Nebraska Subscribers (as identified
as such by the Company) shall be accounted for separately in a subaccount
entitled "ESCROW ACCOUNT FOR THE BENEFIT OF PENNSYLVANIA AND NEBRASKA
SUBSCRIBERS" (the "Pennsylvania/Nebraska Escrow Account"), until such
Pennsylvania/Nebraska




<PAGE>

Escrow Account has closed pursuant to paragraph 3(a) hereof. The Director of
Banking and Finance of the State of Nebraska shall have the right to inspect and
make copies of the records of the Escrow Agent relating to the
Pennsylvania/Nebraska Escrow Account at any reasonable time wherever the records
are located. Both the Escrow Account and the Pennsylvania/Nebraska Escrow
Account will be established and maintained in such a way as to permit the
interest income calculations described in paragraph 7.

2. The Escrow Agent agrees to promptly process for collection the instruments of
payment upon deposit into the applicable Escrow Account or Pennsylvania/Nebraska
Escrow Account. Deposits shall be held in the Escrow Account or the
Pennsylvania/Nebraska Escrow Account until such funds are disbursed in
accordance with paragraph 3 hereof. Prior to disbursement of the funds deposited
in the Escrow Account or the Pennsylvania/Nebraska Escrow Account, such funds
shall not be subject to claims by creditors of the Company or the Dealer Manager
or any their affiliates. If any of the instruments of payment are returned to
the Escrow Agent for nonpayment, the Escrow Agent shall promptly notify the
Dealer Manager and the Company in writing via mail, email or facsimile of such
nonpayment, and is authorized to debit the Escrow Account or the
Pennsylvania/Nebraska Escrow Account, as applicable, in the amount of such
returned payment as well as any interest earned on the amount of such payment.

3. (a) Subject to the provisions of subparagraphs 3(b)-3(f) below:

                  (i) once the aggregate of all collected funds in the Escrow
                  Account and Pennsylvania/Nebraska Escrow Account is an amount
                  equal to or greater than the Required Capital, the Escrow
                  Agent shall promptly notify the Company and, upon receiving
                  written instruction from the Company, (A) disburse to the
                  Company, by check, ACH or wire transfer, the funds in the
                  Escrow Account representing the gross purchase price for the
                  Stock, and (B) disburse to the Subscribers or the Company, as
                  applicable, any interest thereon pursuant to the provisions of
                  subparagraph 3(f). For purposes of this Agreement, the term
                  "collected funds" shall mean all funds received by the Escrow
                  Agent that have cleared normal banking channels and are in the
                  form of cash or a cash equivalent. After such time the Escrow
                  Account shall remain open and the Company shall continue to
                  cause subscriptions for the Stock that are not to be deposited
                  in the Pennsylvania/Nebraska Escrow Account to be deposited
                  therein until the Company informs the Escrow Agent in writing
                  to close the Escrow Account, and thereafter any subscription
                  documents and instruments of payment received by the Escrow
                  Agent from Subscribers other than Pennsylvania Subscribers and
                  Nebraska Subscribers shall be forwarded directly to the
                  Company.

                  (ii) regardless of any closing of the Escrow Account, the
                  Company and the Dealer Manager shall continue to forward
                  instruments of payment and Subscription Materials received
                  from Pennsylvania Subscribers for deposit into the
                  Pennsylvania/Nebraska Escrow Account to the Escrow Agent until
                  such time as the Company notifies the Escrow Agent in writing
                  that total subscription proceeds (including the amount then in
                  the Pennsylvania/Nebraska Escrow Account) equal or exceed the
                  Pennsylvania/Nebraska Required Capital. Upon receipt of a
                  written notice from the Company that total subscription
                  proceeds (including the amount then in the
                  Pennsylvania/Nebraska Escrow Account) equaling or exceeding
                  the Pennsylvania/Nebraska Required Capital have been received
                  in collected funds, the Escrow Agent shall promptly notify the
                  Company and provide to the Director of Banking and Finance of
                  the State of Nebraska an affidavit which states that all of
                  the conditions of this Agreement relating to the
                  Pennsylvania/Nebraska Escrow Account have been met (the
                  "Escrow Agent Affidavit"). Upon receipt of such notice, the
                  Company shall provide the Director of Banking and Finance of
                  the State of Nebraska an affidavit which states that there
                  have been no



                                      -2-
<PAGE>

                  material omissions or changes in the financial condition of
                  the Company or other changes of circumstance, that would
                  render the Pennsylvania/Nebraska Required Capital inadequate
                  to finance the Company's proposed plan of operations or
                  business, or render the representations in the Company's
                  registration statement, as amended through such time,
                  fraudulent, false or misleading (the "Company Affidavit").
                  Five days after the Escrow Agent Affidavit and the Company
                  Affidavit have been provided to the Director of Banking and
                  Finance of the State of Nebraska, the Escrow Agent shall (A)
                  disburse to the Company, by check, ACH or wire transfer, the
                  funds then in the Pennsylvania/Nebraska Escrow Account
                  representing the gross purchase price for the Stock, and (B)
                  disburse to the Pennsylvania Subscribers, the Nebraska
                  Subscribers or the Company, as applicable, any interest
                  thereon pursuant to the provisions of subparagraph 3(f).
                  Following such disbursements, the Escrow Agent shall close the
                  Pennsylvania/Nebraska Escrow Account, and thereafter any
                  Subscription Materials and instruments of payment received by
                  the Escrow Agent from Pennsylvania Subscribers and Nebraska
                  Subscribers shall be deposited directly to the Escrow Account
                  (or to the Company, if it has closed the Escrow Account, as
                  instructed in writing by the Company).


         (b) At the close of business on __________ ___, 2004 (the "Expiration
         Date") the Escrow Agent shall promptly notify the Company if it is not
         in receipt of evidence of Subscription Materials accepted on or before
         the Expiration Date, and instruments of payment dated not later than
         that the Expiration Date, for the purchase of Stock providing for total
         purchase proceeds that equal or exceed the Required Capital (from all
         sources but exclusive of any funds received from subscriptions for
         Stock from entities which the Company has notified the Escrow Agent are
         affiliated with the Company). In the event the Escrow Agent is not in
         possession of an executed IRS Form W-9 from any Subscriber, the Company
         shall provide the Escrow Agent an executed IRS Form W-9 from such
         Subscriber within ten (10) calendar days after such notice. On the
         tenth (10th) day following the receipt of such notice, the Escrow Agent
         shall promptly return directly to each Subscriber the collected funds
         deposited in the Escrow Account and the Pennsylvania/Nebraska Escrow
         Account on behalf of such Subscriber (unless earlier disbursed in
         accordance with paragraph 3(c)), or shall return the instruments of
         payment delivered, but not yet processed for collection prior to such
         time, together with interest in the amounts calculated pursuant to
         paragraph 7 for each Subscriber at the address provided by the Dealer
         Manager or the Company. In the event an executed IRS Form W-9 is not
         received for each Subscriber within ten (10) calendar days, the Escrow
         Agent shall thereupon remit an amount to the Subscribers in accordance
         with the provisions hereof, withholding thirty percent (30%) of any
         interest income on subscription proceeds (determined in accordance with
         paragraph 7) attributable to those Subscribers for whom the Escrow
         Agent does not possess an executed IRS Form W-9. However, the Escrow
         Agent shall not be required to remit any payments until funds
         represented by such payments have been collected.


         (c) Notwithstanding subparagraphs 3(a) and 3(b) above, if the Escrow
         Agent is not in receipt of evidence of subscriptions accepted on or
         before the close of business on such date that is 120 days after
         commencement of the Offering (the Company will notify the Escrow Agent
         of the commencement date of the Offering) (the "Initial Escrow
         Period"), and instruments of payment dated not later than that date,
         for the purchase of Stock providing for total purchase proceeds from
         all nonaffiliated sources that equal or exceed the
         Pennsylvania/Nebraska Required Capital, the Escrow Agent shall promptly
         notify the Company. Thereafter, the Company shall send to each
         Pennsylvania Subscriber and Nebraska Subscriber by certified mail
         within ten (10) calendar days after the end of the Initial Escrow
         period a notification in the form of Exhibit A. If, pursuant to such
         notification, a Pennsylvania Subscriber or a Nebraska Subscriber
         requests the return of his or her subscription funds within ten (10)
         calendar days after receipt of the notification (the



                                      -3-
<PAGE>

         "Request Period") and the Escrow Agent is not in possession of an
         executed IRS form W-9, the Company shall provide the Escrow Agent with
         an executed IRS Form W-9 from each such Pennsylvania Subscriber or
         Nebraska Subscriber, as the case may be, within ten (10) calendar days
         after receiving notice from such Pennsylvania Subscriber or Nebraska
         Subscriber. The Escrow Agent shall promptly refund directly to each
         Pennsylvania Subscriber or Nebraska Subscriber, as the case may be, the
         collected funds deposited in the Pennsylvania/Nebraska Escrow Account
         on behalf of such Pennsylvania Subscriber or Nebraska Subscriber, or
         shall return the instruments of payment delivered, but not yet
         processed for collection prior to such time, to the address provided by
         the Dealer Manager or the Company, together with interest income in the
         amounts calculated pursuant to paragraph 7. If an executed IRS Form W-9
         is not received for such Pennsylvania Subscriber or Nebraska Subscriber
         within ten (10) calendar days, the Escrow Agent shall thereupon remit
         an amount to such Pennsylvania Subscriber or Nebraska Subscriber, as
         the case may be, in accordance with the provisions hereof, withholding
         thirty percent (30%) of any interest income earned on subscription
         proceeds (determined in accordance with paragraph 7) attributable to
         such Pennsylvania Subscriber or Nebraska Subscriber for whom the Escrow
         Agent does not possess an executed IRS Form W-9. However, the Escrow
         Agent shall not be required to remit such payments until funds
         represented by such payments have been collected by the Escrow Agent.

         (d) The subscription funds of Pennsylvania Subscribers and Nebraska
         Subscribers who do not request the return of their subscription funds
         within the Request Period shall remain in the Pennsylvania/Nebraska
         Escrow Account for successive 120-day escrow periods (a "Successive
         Escrow Period"), each commencing automatically upon the termination of
         the prior Successive Escrow Period, and the Company and Escrow Agent
         shall follow the notification and payment procedure set forth in
         subparagraph 3(c) above with respect to the Initial Escrow Period for
         each Successive Escrow Period until the occurrence of the earliest of
         (i) the Expiration Date, (ii) the receipt and acceptance by the Company
         of subscriptions for the purchase of Stock with total purchase proceeds
         that equal or exceed the Pennsylvania/Nebraska Required Capital and the
         disbursement of the Pennsylvania/Nebraska Escrow Account on the terms
         specified herein, or (iii) all funds held in the Pennsylvania/Nebraska
         Escrow Account having been returned to the Pennsylvania Subscribers and
         Nebraska Subscribers in accordance with the provisions hereof.

         (e) If the Company rejects any subscription for which the Escrow Agent
         has collected funds, the Escrow Agent shall, upon the written request
         of the Company, promptly issue a refund to the rejected Subscriber. If
         the Company rejects any subscription for which the Escrow Agent has not
         yet collected funds but has submitted the Subscriber's check for
         collection, the Escrow Agent shall promptly return the funds in the
         amount of the Subscriber's check to the rejected Subscriber after such
         funds have been collected. If the Escrow Agent has not yet submitted a
         rejected Subscriber's check for collection, the Escrow Agent shall
         promptly remit the Subscriber's check directly to the Subscriber.

         (f) At any time after funds are disbursed upon the Company's acceptance
         of subscriptions pursuant to subparagraph 3(a) above on the tenth
         (10th) day following the date of such acceptance, the Escrow Agent
         shall promptly provide directly to each Subscriber the amount of the
         interest payable to the Subscribers; provided that the Escrow Agent is
         in possession of such Subscriber's executed IRS Form W-9. In the event
         the Escrow Agent is not in possession of an executed IRS Form W-9 from
         any Subscriber, the Company shall provide the Escrow Agent with an
         executed IRS Form W-9 from such Subscriber within ten (10) calendar
         days after acceptance of such subscription. In the event an executed
         IRS Form W-9 is not received for each Subscriber within such period,
         the Escrow Agent shall remit an amount to the Subscribers in accordance
         with the provisions hereof, withholding thirty percent (30%) of any
         interest income on subscription



                                      -4-
<PAGE>

         proceeds (determined in accordance with paragraph 7) attributable to
         those Subscribers for whom the Escrow Agent does not possess an
         executed IRS Form W-9. However, the Escrow Agent shall not be required
         to remit any payments until funds represented by such payments have
         been collected by the Escrow Agent. The forgoing notwithstanding,
         interest, if any, earned on accepted subscription proceeds will be
         payable to a Subscriber only if the Subscriber's funds have been held
         in escrow by the Escrow Agent for at least 35 days; interest, if any,
         earned on accepted subscription proceeds of Subscribers' funds held
         less than 35 days will be payable to the Company.

         In the event that instruments of payment are returned for nonpayment,
the Escrow Agent is authorized to debit the Escrow Account or the
Pennsylvania/Nebraska Escrow Account, as applicable, in accordance with
paragraph 2 hereof.

4. The Escrow Agent shall report to the Company weekly on the account balances
in the Escrow Account and the Pennsylvania/Nebraska Escrow Account and the
activity in each account since the last report.

5. Prior to the disbursement of funds deposited in the Escrow Account or the
Pennsylvania/Nebraska Escrow Account in accordance with the provisions of
paragraph 3 hereof, the Escrow Agent shall invest all of the funds deposited as
well as earnings and interest derived therefrom in the Escrow Account and the
Pennsylvania/Nebraska Escrow Account, as applicable, in the "Short-Term
Investments" specified below, unless the costs to the Company for the making of
such investment are reasonably expected to exceed the anticipated interest
earnings from such investment in which case the funds and interest thereon shall
remain in the respective escrow account until the balance in the respective
escrow account reaches the minimum amount necessary for the anticipated interest
earnings from such investment to exceed the costs to the Company for the making
of such investment, as determined by the Company based upon applicable interest
rates.

         "Short-Term Investments" include obligations of, or obligations
guaranteed by, the United States government or bank money-market accounts or
certificates of deposit of national or state banks that have deposits insured by
the Federal Deposit Insurance Corporation (including certificates of deposit of
any bank acting as a depository or custodian for any such funds) which mature on
or before the Expiration Date, unless such instrument cannot be readily sold or
otherwise disposed of for cash by the Expiration Date without any dissipation of
the offering proceeds invested. Without limiting the generality of the
foregoing, Exhibit B hereto sets forth specific Short-Term Investments that
shall be deemed permissible investments hereunder.

The following securities are not permissible investments:

         (a)      money market mutual funds;
         (b)      corporate equity or debt securities;
         (c)      repurchase agreements;
         (d)      bankers' acceptances;
         (e)      commercial paper; and
         (f)      municipal securities.

It is hereby expressly agreed and stipulated by the parties hereto that the
Escrow Agent shall not be required to exercise any discretion hereunder and
shall have no investment or management responsibility and, accordingly, shall
have no duty to, or liability for its failure to, provide investment
recommendations or investment advice to the parties hereto. It is the intention
of the parties hereto that the Escrow Agent



                                      -5-
<PAGE>

shall never be required to use, advance or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or the exercise of
any of its rights and powers hereunder.

6. The Escrow Agent is entitled to rely upon written instructions received from
the Company, unless the Escrow Agent has actual knowledge that such instructions
are not valid or genuine; provided that, if in the Escrow Agent's opinion, any
instructions from the Company are unclear, the Escrow Agent may request
clarification from the Company prior to taking any action, and if such
instructions continue to be unclear, the Escrow Agent may rely upon written
instructions from the Company's legal counsel in distributing or continuing to
hold any funds. However, the Escrow Agent shall not be required to disburse any
funds attributable to instruments of payment that have not been processed for
collection, until such funds are collected and then shall disburse such funds in
compliance with the disbursement instructions from the Company.

7. If the Offering terminates prior to receipt of the Required Capital or one or
more Pennsylvania Subscribers or Nebraska Subscribers elects to have his or her
subscription returned in accordance with paragraph 3, interest income earned on
subscription proceeds deposited in the Escrow Account (the "Escrow Income"), the
Pennsylvania/Nebraska Escrow Account (the "Pennsylvania/Nebraska Escrow Income")
shall be remitted to Subscribers, or to the Company if the applicable
Subscriber's funds have been held in escrow by the Escrow Agent for less than 35
days, in accordance with paragraph 3 and without any deductions for escrow
expenses. For each such Subscriber who has invested funds that have been held in
escrow by the Escrow Agent for at least 35 days, such Subscriber's pro rata
portion of Escrow Income or Pennsylvania/Nebraska Escrow Income, as applicable,
shall be determined as follows: the total amount of Escrow Income (or
Pennsylvania/Nebraska Escrow Income, as appropriate) minus interest earned on
accepted subscription proceeds held by the Escrow Agent for less than 35 days
shall be multiplied by a fraction, (i) the numerator of which is determined by
multiplying the number of shares of Stock purchased by said Subscriber times the
number of days said Subscriber's proceeds are held in the Escrow Account or the
Pennsylvania/Nebraska Escrow Account, as applicable, prior to the date of
disbursement, and (ii) the denominator of which is the total of the numerators
for all Subscribers in such account who have invested funds that have been held
in escrow by the Escrow Agent for at least 35 days. The Company shall reimburse
the Escrow Agent for all escrow expenses. The Escrow Agent shall remit all such
Escrow Income and Pennsylvania/Nebraska Escrow Income in accordance with
paragraph 3. If the Company chooses to leave the Escrow Account open after
receiving the Required Capital then it shall make regular acceptances of
subscriptions therein, but no less frequently than monthly, and the Escrow
Income from the last such acceptance shall be calculated and remitted to the
Subscribers or the Company, as applicable, pursuant to the provisions of
paragraph 3(f).

8. The Escrow Agent shall receive compensation from the Company as set forth in
Exhibit C attached hereto.

9. In performing any of its duties hereunder, the Escrow Agent shall not incur
any liability to anyone for any damages, losses, or expenses, except for willful
misconduct, breach of trust, or gross negligence. Accordingly, the Escrow Agent
shall not incur any such liability with respect to any action taken or omitted
(a) in good faith upon advice of the Escrow Agent's counsel given with respect
to any questions relating to the Escrow Agent duties and responsibilities under
this Agreement, or (b) in reliance upon any instrument, including any written
instrument or instruction provided for in this Agreement, not only as to its due
execution and validity and effectiveness of its provisions but also as to the
truth and accuracy of information contained therein, which the Escrow Agent
shall in good faith believe to be genuine, to have been signed or presented by a
proper person or persons and to conform to the provisions of this Agreement.


                                      -6-
<PAGE>

10. The Company hereby agrees to indemnify and hold the Escrow Agent harmless
against any and all losses, claims, damages, liabilities, and expenses,
including reasonable attorneys' fees and disbursements, that may be imposed on
or incurred by the Escrow Agent in connection with acceptance of appointment as
the Escrow Agent hereunder, or the performance of the duties hereunder,
including any litigation arising from this Agreement or involving the subject
matter hereof, except where such losses, claims, damages, liabilities, and
expenses result from willful misconduct, breach of trust, or gross negligence.


11. In the event of a dispute between the parties hereto sufficient in the
Escrow Agent's discretion to justify doing so, the Escrow Agent shall be
entitled to tender into the registry or custody of any court of competent
jurisdiction all money or property in its hands under this Agreement, together
with such legal pleadings as deemed appropriate, and thereupon be discharged
from all further duties and liabilities under this Agreement. In the event of
any uncertainty as to the duties hereunder, the Escrow Agent may refuse to act
under the provisions of this Agreement pending order of a court of competent
jurisdiction and shall have no liability to the Company or to any other person
as a result of such action. Any such legal action may be brought in such court
as the Escrow Agent shall determine to have jurisdiction thereof. The filing of
any such legal proceedings shall not deprive the Escrow Agent of its
compensation earned prior to such filing.


12. All communications and notices required or permitted by this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
or by messenger or by overnight delivery service or when received via telecopy
or other electronic transmission, in all cases addressed to the person for whom
it is intended at such person's address set forth below or to such other address
as a party shall have designated by notice in writing to the other party in the
manner provided by this paragraph:

         (a)      if to the Company:

                  Behringer Harvard REIT I, Inc.
                  1323 North Stemmons Freeway, Suite 210
                  Dallas, Texas 75207
                  Fax:  (214) 655-1610
                  Attention:  President and Chief Executive Officer

         (b)      if to the Dealer Manager:

                  Behringer Securities LP
                  1323 North Stemmons Freeway, Suite 202
                  Dallas, Texas 75207
                  Fax:  (214) 655-6801
                  Attention:  Chief Operating Officer of Harvard Property Trust,
                              LLC, General Partner

         (c)      if to the Escrow Agent:

                  Wells Fargo Bank Iowa, National Association
                  666 Walnut
                  N8200-034
                  Corporate Trust Services, PFG
                  Des Moines, IA 50309
                  Fax: (515) 245-3337
                  Attention:  M.J. Dolan


                                      -7-
<PAGE>

Each party hereto may, from time to time, change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other parties.

13. This Agreement shall be governed by the laws of the State of Texas as to
both interpretation and performance without regard to the conflict of laws rules
thereof.

14. The provisions of this Agreement shall be binding upon the legal
representatives, successors, and assigns of the parties hereto.

15. The Company and the Dealer Manager hereby acknowledge that Wells Fargo Bank
Iowa, National Association is serving as Escrow Agent only for the limited
purposes herein set forth, and hereby agree that they will not represent or
imply that, by serving as Escrow Agent hereunder or otherwise, have investigated
the desirability or advisability of investment in the Company or have approved,
endorsed, or passed upon the merits of the Stock or the Company, nor shall they
use the name of the Escrow Agent in any manner whatsoever in connection with the
offer or sale of the Stock other than by acknowledgment that is has agreed to
serve as Escrow Agent for the limited purposes herein set forth.

16. This Agreement and any amendment hereto may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed to be an
original.


17. Except as otherwise required for subscription funds received from
Pennsylvania Subscribers and Nebraska Subscribers as provided herein, in the
event that the Dealer Manager receives instruments of payment after the Required
Capital has been received and the proceeds of the Escrow Account have been
distributed to the Company, the Escrow Agent is hereby authorized to deposit
such instruments of payment within one (1) business day to any deposit account
as directed by the Company. The application of said funds into a deposit account
or to forward such funds directly to the Company, in either case directed by the
Company shall be a full acquittance to the Escrow Agent, who shall not be
responsible for the application of said funds thereafter.


18. The Escrow Agent shall be bound only by the terms of this Escrow Agreement
and shall not be bound by or incur any liability with respect to any other
agreements or understanding between any other parties, whether or not the Escrow
Agent has knowledge of any such agreements or understandings.

19. Indemnification provisions set forth herein shall survive the termination of
this Agreement.

20. In the event that any part of this Agreement is declared by any court or
other judicial or administrative body to be null, void, or unenforceable, said
provision shall survive to the extent it is not so declared, and all of the
other provisions of this Agreement shall remain in full force and effect.

21. Unless otherwise provided in this Agreement, final termination of this
Escrow Agreement shall occur on the date that all funds held in the Escrow
Account and the Pennsylvania/Nebraska Escrow Account are distributed either (a)
to the Company or to Subscribers and the Company has informed the Escrow Agent
in writing to close the Escrow Account and the Pennsylvania/Nebraska Escrow
Account pursuant to paragraph 3 hereof or (b) to a successor escrow agent upon
written instructions from the Company.

22. The Escrow Agent has no responsibility for accepting, rejecting, or
approving subscriptions. The Escrow Agent shall complete an OFAC search, in
compliance with its policy and procedures, of each subscription check prior to
depositing the check in the Escrow Account or the Pennsylvania/Nebraska Escrow
Account and shall inform the Company if a subscription check fails the OFAC
search. The



                                      -8-
<PAGE>

Dealer Manager shall provide a copy of each subscription check in order that the
Escrow Agent may perform such OFAC search.

23. This Agreement shall not be modified, revoked, released, or terminated
unless reduced to writing and signed by all parties hereto, subject to the
following paragraph.

If, at any time, any attempt is made to modify this Agreement in a manner that
would increase the duties and responsibilities of the Escrow Agent or to modify
this Agreement in any manner which the Escrow Agent shall deem undesirable, or
at any other time, the Escrow Agent may resign by providing written notice to
the Company and until (a) the acceptance by a successor escrow agent as shall be
appointed by the Company; or (b) thirty (30) days after such written notice has
been given, whichever occurs sooner, the Escrow Agent's only remaining
obligation shall be to perform its duties hereunder in accordance with the terms
of the Agreement.

24. The Escrow Agent may resign at any time from its obligations under this
Escrow Agreement by providing written notice to the Company. Such resignation
shall be effective on the date specified in such notice, which shall be not less
than thirty (30) days after such written notice has been given. The Escrow Agent
shall have no responsibility for the appointment of a successor escrow agent.

25. The Escrow Agent may be removed for cause by the Company by written notice
to the Escrow Agent effective on the date specified in such written notice. The
removal of the Escrow Agent shall not deprive the Escrow Agent of its
compensation earned prior to such removal.




                            [Signature page follows]




                                      -9-
<PAGE>


Agreed to as of the ____ day of ________________, 2003.



                                   BEHRINGER HARVARD REIT I, INC.



                                   By:
                                        ----------------------------------------
                                        Robert M. Behringer, President


                                   BEHRINGER SECURITIES LP

                                   By:  Harvard Property Trust, LLC
                                        Its General Partner


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

The terms and conditions contained above are hereby accepted and agreed to by:

WELLS FARGO BANK IOWA, NATIONAL ASSOCIATION, AS ESCROW AGENT


By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------



                                      -10-
<PAGE>




                                    EXHIBIT A

      [Form of Notice to Pennsylvania Subscribers and Nebraska Subscribers]

You have tendered a subscription to purchase shares of common stock of Behringer
Harvard REIT I, Inc. (the "Company"). Your subscription is currently being held
in escrow. The guidelines of the Pennsylvania Securities Commission do not
permit the Company to accept subscriptions from Pennsylvania residents until an
aggregate of $44,000,000 of gross offering proceeds have been received by the
Company. The Pennsylvania guidelines provide that until this minimum amount of
offering proceeds is received by the Company, every 120 days during the offering
period Pennsylvania Subscribers may request that their subscription be returned.
The Nebraska Securities Commission has imposed similar requirements on the
Company with respect to subscriptions from Nebraska residents.

If you wish to continue your subscription in escrow until the
Pennsylvania/Nebraska minimum subscription amount is received, nothing further
is required.


If you wish to terminate your subscription for the Company's common stock and
have your subscription returned please so indicate below, sign, date, and return
to the Escrow Agent, Wells Fargo Bank Iowa, National Association, at 666 Walnut
N8200-034, Corporate Trust Services, PFG, Des Moines, Iowa 50309.


I hereby terminate my prior subscription to purchase shares of common stock of
Behringer Harvard REIT I, Inc. and request the return of my subscription funds.
I certify to Behringer Harvard REIT I, Inc. that I am a resident of either
Pennsylvania or Nebraska.



                                   Signature:
                                                --------------------------------

                                   Name:
                                                --------------------------------
                                                          (please print)

                                   Date:
                                                --------------------------------

Please send the subscription refund to:

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<PAGE>


                                    EXHIBIT B

                         PERMISSIBLE ESCROW INVESTMENTS


(i)      obligations issued or guaranteed by the United States or by any person
         controlled or supervised by or acting as an instrumentality of the
         United States pursuant to authority granted by Congress, or an
         investment fund consisting of such obligations;


(ii)     obligations issued or guaranteed by any state or political subdivision
         thereof rated either: AA or higher or MIG 1 or higher, by Moody's
         Investors Service, Inc.; or AA or higher or an equivalent, by Standard
         & Poor's Corporation, both of New York, New York, or their successors;



(iii)    commercial or finance paper which is rated either: Prime-1 or higher,
         or an equivalent by Moody's Investors Service, Inc.; or A-1 or higher
         or any equivalent by Standard & Poor's Corporation, both of New York,
         New York, or their successors; or


(iv)     certificates of deposit or time deposits of banks or trust companies,
         organized under the laws of the United States or any state.



<PAGE>


                                    EXHIBIT C

                            ESCROW AGENT COMPENSATION