EXHIBIT
10.1


FORM OF ADVISORY MANAGEMENT AGREEMENT


This ADVISORY MANAGEMENT AGREEMENT (this “Agreement”) is entered into on this the        
day of                    ,
2007, by and between BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a
Maryland corporation (the “Company”),
and BEHRINGER HARVARD OPPORTUNITY ADVISORS II LP, a Texas limited partnership
(the “Advisor”).


W I T N E S S E T H


WHEREAS, the Company will 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 has been formed to acquire and
operate a diverse portfolio of real estate assets with a focus on acquisitions
with significant possibilities for short-term capital appreciation, such as
properties requiring development, redevelopment or repositioning or those
located in markets and submarkets with high growth potential, where such
acquisitions may include office, industrial, retail, hospitality, recreation
and leisure, multifamily and other properties;


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
provide these 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 and acquisition 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, title
insurance premiums and other closing costs.


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 duly qualified and licensed Person (including any
fees or commissions paid by or to any duly qualified and licensed Affiliate of
the Company or the Advisor) in connection with making or investing in Mortgages
or other loans or the purchase, development or construction of an Asset,
including, without limitation, real estate commissions, selection fees,
investment banking fees, third party seller’s fees (to the extent the Company
agrees to pay any such fees as part of an acquisition), 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 Harvard Opportunity Advisors II LP, a Texas limited
partnership, any successor advisor to the Company, or any Person to which Behringer
Harvard Opportunity Advisors II 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.


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 or restated
from time to time.


Assets. Properties, Mortgages, loans and other direct or indirect investments
(other than investments in bank accounts, money market funds or other current
assets) owned by the Company, directly or indirectly through one or more of its
Affiliates or Joint Ventures or through other investment interests.


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 Section 3.01(a) of 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 the values at the
end of each month during the period.



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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 (i) 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 Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of securities of the Company or the Partnership representing greater than 50%
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 or (ii) direct or indirect sale, transfer, conveyance or other
disposition (other than pursuant to clause (i)), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Company or the Partnership, taken as a whole, to any “person” (as that term is
used in Sections 13(d) and 14(d) of the Exchange Act).


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
the 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 Opportunity REIT II, Inc., a corporation organized
under the laws of the State of Maryland. 
Unless the context clearly indicates otherwise, references to the
Company shall include its direct and indirect subsidiaries, including the
Partnership.


Competitive Real Estate Commission. A real estate or brokerage commission paid
or, if no 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 (as determined by the
Board, including a majority of the Independent Directors).


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 (i) actually paid and/or
budgeted in respect of the purchase, development, construction or improvement
of a Property, (ii) of funds advanced with respect to a Mortgage or other loan
or (iii) actually paid and/or budgeted in respect to the purchase of other
Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses but
including any debt attributable to such acquired Assets.


Contract Sales Price. The total consideration provided for in the
sales contract for the Sale of a Property.


Cost of Investment. For each Asset, (i) with respect to an Asset wholly owned by the
Company or any wholly owned subsidiary, the
Fully Loaded Cost, and (ii) in the case of an Asset owned by any Joint
Venture or in some other manner in which the Company is a co-venturer or
partner or otherwise a co-owner, (A) the
Fully Loaded Cost if the Company (or any subsidiary) controls 



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the Asset; owns a majority interest,
directly or indirectly, in the Asset; or provides a substantial amount of
services in the acquisition, development, or management of the Asset (as
determined by a majority of the Independent Directors) or (B) the portion of
the Fully Loaded Cost that
is attributable to the Company’s investment in the Joint Venture or other
interest in such Asset if the Company does not control, own a majority of, or
provide substantial services in the acquisition, development, or management of,
the Asset.


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 an Asset,
including the negotiation and approval of plans, and any assistance in
obtaining zoning and necessary variances and financing for a specific
development Property, either initially or at a later date.


Director. A member of the Board.


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).


Distributions. Any dividends or other distributions of
money or other property by the Company to Stockholders, including distributions
that may constitute a return of capital for federal income tax purposes but
excluding distributions that constitute the redemption of any Shares and
excluding distributions on any Shares before their redemption.


Exchange Act.  The Securities Exchange Act of 1934, as
amended from time to time, or any successor statute thereto.  Reference to any provision of the Exchange
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.


Fully Loaded Cost.  The Contract Purchase Price of an Asset at the time of acquisition
(exclusive of closing costs), plus the amount actually paid and/or budgeted for
the development, construction or improvement of the Asset, inclusive of
expenses related thereto, plus the amount of any subsequent debt attributable
to such Asset.


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 the
Offering without reduction.


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 or the Advisor 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 Advisor or any of their Affiliates, other than as
a Director of the Company, (iv) performance of 



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services for the Company, 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.  Notwithstanding
the foregoing, and consistent with (v) above, serving as a director of or
receiving director fees from or owning an interest in a REIT or other real
estate program organized by the Sponsor or advised or managed by the Advisor or
its Affiliates shall not, by itself, cause a Director to be deemed associated
with the Sponsor or the Advisor.  A
business or professional relationship is considered material if the aggregate
annual gross revenue derived by the Director from the Sponsor, the Advisor and their
Affiliates (excluding fees for serving as a director of the Company or other
REIT or real estate program organized or advised or managed by the Advisor or
its Affiliates) exceeds five percent 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.


Joint Ventures. A legal organization formed to provide for
the sharing of the risks and rewards in an enterprise co-owned and operated for
mutual benefit by two or more business partners and established to acquire or
hold Assets.


Listing or Listed.  The
filing of a Form 8-A to register any class of the Company’s securities on a
national securities exchange and an original listing application related
thereto; provided, that the Shares shall not be deemed to be Listed until
trading in the Shares shall have commenced on the relevant national securities
exchange.


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 evidence 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 evidence of indebtedness or obligations.


NASAA Guidelines. The Statement of Policy Regarding Real
Estate Investment Trusts adopted by the North American Securities
Administrators Association, Inc. on September 29, 1993, and in effect on the
date hereof.


Net Income. For any period, the Company’s total
revenues applicable to that period, less the total expenses applicable to the
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.



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Offering. Any public offering of Shares pursuant to an effective registration
statement filed under the Securities Act.


Organization and Offering Expenses. Any and all costs and expenses incurred by
and to be paid by the Company in connection with an Offering, the formation of
the Company, and including the qualification and registration of the Offering
and the marketing and distribution of its Shares, including, without
limitation:  total underwriting and
brokerage discounts and commissions (including fees of the underwriters’
attorneys); expenses for printing, engraving, amending registration statements
and supplementing prospectuses; mailing and distribution costs; salaries of
employees while engaged in sales activity, such as preparing supplemental sales
literature; telephone and other telecommunication costs; all advertising and
marketing expenses, including the costs related to investor and broker-dealer
meetings; charges of transfer agents, registrars, trustees, escrow holders,
depositories and experts; filing, registration and qualification fees and taxes
relating to the Offering under federal and state laws; and accountants’ and
attorneys’ fees.


Partnership. Behringer Harvard Opportunity OP II, LP, a
Texas limited partnership, through which the Company may own Assets or
otherwise conduct its operations.


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 Ventures or other investment interests, regardless
of whether the Company consolidates the financial results of these entities).


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
advice regarding current and potential Assets, and all modifications,
enhancements and derivative works of the foregoing.


Prospectus. Prospectus has the meaning set forth in
Section 2(a)(10) of the Securities Act, including a preliminary prospectus, an
offering circular as described in Rule 253 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.


Real Property or Real Estate. 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 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.



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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 other loan or portion thereof
(including with respect to any Mortgage or other loan, all payments thereunder
or in satisfaction thereof other than regularly scheduled interest payments of
amounts owed pursuant to the Mortgage or other loan) and any event with respect
to a Mortgage or other loan 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 the 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 $0.0001 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.


Sponsor. Sponsor has the meaning ascribed to such term in the Articles of
Incorporation.


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


Termination Date. The date of termination of this Agreement.



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Texas Tax Code. The Texas Tax Code as amended by Texas H.B. 3, 79th Leg., 3rd C.S.
(2006).  Reference to any provision of
the Texas Tax Code Act shall mean the provision as in effect from time to time,
as the same may be amended, and any successor provision thereto, as interpreted
by any applicable administrative rules as in effect from time to time.


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 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) Acquisition Fees and Acquisition
Expenses, (vi) real estate commissions on the Sale of Assets (including the
Disposition Fee), and (vii) 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).


Value of Investment.  For each Asset, if available,
(i) with respect to an Asset wholly owned by the Company or any wholly owned
subsidiary, the Asset’s value
established by the most recent independent valuation report (without reduction
for depreciation, bad debts or other non-cash reserves), and (ii) in the case of an Asset owned by any Joint Venture or
in some other manner in which the Company is a co-venturer or partner or
otherwise a co-owner, (A) the Asset’s
value established by the most recent independent valuation report (without
reduction for depreciation, bad debts or other non-cash reserves) if the Company (or any subsidiary) controls
the Asset; owns a majority interest, directly or indirectly, in the Asset; or
provides a substantial amount of services in the acquisition, development, or
management of the Asset (as determined by a majority of the Independent
Directors) or (B) the portion of the Asset’s value established by the
most recent independent valuation report (without reduction for depreciation,
bad debts or other non-cash reserves) that is attributable to the Company’s
investment in the Joint Venture or other interest in such Asset if the Company
does not control, own a majority of, or provide substantial services in the
acquisition, development, or management of, the Asset.  Nothing in this definition is intended to
obligate the Advisor to obtain independent valuations at any point in time beyond
those specified in the Company’s Prospectus.


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
shall be deemed to be in a fiduciary relationship to the Company and its
Stockholders. Subject to Section 2.08, the Advisor undertakes to use its
commercially reasonable best efforts to present to the Company potential
investment opportunities consistent with the investment objectives and policies
of the Company as determined and adopted from time to time by the Board. In
performing its duties, 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 a duly qualified and licensed Affiliate of the Advisor or other duly
qualified and licensed Person:


(a)           provide the Company with research and economic and
statistical data in connection with the Assets and investment policies;


(b)           manage the Company’s day-to-day operations 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 Shares;


(d)           investigate, select, and, on behalf of the Company, engage
and conduct business with the duly qualified and licensed Persons as the
Advisor deems necessary to the proper performance of its obligations hereunder,
including but not limited to duly qualified and licensed 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 duly qualified and licensed
Affiliates of the Advisor, and duly qualified and licensed 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, 



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Assets; and (v) enter into
leases of Property and service contracts for Assets with duly qualified and
licensed Persons and, to the extent necessary, perform all other operational
functions for the maintenance and administration of the 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;


(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)            assist the Company in arranging for 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 duly qualified and licensed others to act, as attorney-in-fact or agent of
the Company in making, acquiring and disposing of Assets, disbursing, and
collecting the funds, paying the debts and fulfilling the obligations of the
Company and retaining counsel or other advisors to assist in 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;


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



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(q)           assist the Company in preparing 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 other loans 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 with duly qualified and licensed
non-affiliated and Affiliated Persons, including oversight of non-affiliated
and Affiliated Persons that perform property management, acquisition, advisory,
disposition or other services for the Company, (vi) oversee duly qualified and
licensed property managers and other Persons who perform services for the
Company, and (vii) arrange for, or provide, 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 the 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 the
proposed transactions involving investments in Assets as thereafter require
prior approval; provided, however, that the 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 the 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 account or accounts, and disburse from any account or
accounts, any money 



 11
 









on behalf of the Company, under the terms and conditions as the Board
may approve; provided that no funds of the Company or the Partnership shall be
commingled nor shall any of such funds be commingled with the funds of the
Advisor; and the Advisor shall from time to time render accountings of the
collections and payments to the Board, its Audit Committee and the auditors of
the Company.


2.05         Records; Access. The Advisor shall
maintain records of all its activities hereunder and make the 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 the 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 the action and shall refrain from taking
the 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 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.  The Advisor 



 12
 









shall inform the Board at least quarterly of the investment
opportunities that have been offered to other programs with similar investment
objectives sponsored by the Sponsor, Advisor, Director or their
Affiliates.  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.


2.09         Payment
of Certain Organization and Offering Expenses.  The Company shall pay directly all
Organization and Offering Expenses considered underwriting compensation by the
National Association of Securities Dealers, Inc., or NASD.  Such payments, other than Selling Commissions
and the dealer manager fee, shall reduce the payments owed by the Company to
the Advisor with respect to the fixed reimbursement of Organization and
Offering Expenses as provided in Section 3.02(a)(1) below.


ARTICLE III


COMPENSATION AND REIMBURSEMENT OF SPECIFIED COSTS


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 1/12 th of 1.0% of the sum of, for each
and every Asset, the higher of the Cost of Investment or the Value of
Investment.


(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. 
The total of all Acquisition Fees and any Acquisition Expenses shall be
limited in accordance with the Articles of Incorporation.  Acquisition and Advisory Fees shall be paid
as follows: (1) for real property (including properties where development/redevelopment
is expected), at the time of acquisition, (2) for development/redevelopment
projects (other than the initial acquisition of the real property), at the time
a final budget is approved, and (3) for loans and similar assets (including
without limitation mezzanine loans), quarterly based on the value of loans made
or acquired.  In the case of a
development/redevelopment project subject to clause (2) above, upon completion
of the development/redevelopment project, the Advisor shall determine the actual
amounts paid.  To the extent the amounts
actually paid vary from the budgeted amounts on which the Acquisition and
Advisory Fee was initially based, the Advisor will pay or invoice the Company
for 2.5% of the budget variance such that the Acquisition and Advisory Fee is
ultimately 2.5% of amounts expended on such development/redevelopment project.


(c)           Disposition Fee. If the Advisor or an Affiliate
provides a substantial amount of services (as determined by a majority of the
Independent Directors) in connection with the Sale of one or more Assets, the
Advisor or the Affiliate shall receive, subject to the 



 13
 









satisfaction of the
condition outlined below, a Disposition Fee in an amount (the “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 the Property and (ii) in the case of the sale of any Asset
other than Property, 3% of the sales price of the Asset or Assets.


The Disposition Fee may be
payable in addition to real estate commissions paid to persons not affiliated
with the Company or the Advisor and their respective Affiliates; provided,
however, that the total real estate commissions paid to all Persons by the
Company (together with the 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.


(d)           Debt Financing Fee. In the event 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 1% of the
amount available under the financing. 
The Debt Financing Fee includes the reimbursement of the specified cost
incurred by the Advisor of engaging third parties to source debt financing, and
nothing herein shall prevent the Advisor from entering fee-splitting
arrangements with third parties with respect to the Debt Financing Fee.


(e)           Development Fee. 
The Company shall pay the Advisor Development Fees in amounts that are
usual and customary for comparable services rendered to similar projects in the
geographic market; provided, however, that no Development Fee will be paid in
the event that the Company pays an Acquisition and Advisory Fee based on the
cost of such development or construction. 
Development Fees will include the reimbursement of the specified cost
incurred by the Advisor of engaging third parties for such services.


3.02         Expenses.


(a)           In addition to the compensation paid to the Advisor
pursuant to Section 3.01 hereof and except as noted in Section 2.09 above, the
Company shall pay directly or reimburse the Advisor for all of the costs and
expenses paid or incurred by the Advisor that are in any way related to the
operations of the Company or the business of the Company or the services the
Advisor provides to the Company pursuant to this Agreement, including, but not
limited to:


(i)            Organization and Offering Expenses in the form of a fixed
reimbursement to the Advisor in an amount equal to 1.5% of the Gross Proceeds
exclusive of Gross Proceeds from shares sold under the Company’s distribution
reinvestment plan less any Organization and Offering Expenses the Company pays
directly (other than Selling Commissions and the dealer manager fee), with the
Advisor having the right to retain the amount (if any) by which this fixed
reimbursement exceeds the Organization and Offering Expenses paid by the
Advisor;



 14
 









(ii)           Acquisition Fees and Acquisition Expenses incurred in
connection with the selection and acquisition of Assets, including such
expenses incurred related to assets pursued or considered but not ultimately
acquired by the Company;


(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 or not payable to an Affiliate of the Advisor;


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


(ix)           except as otherwise limited by the Articles of
Incorporation, 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, reorganizing, liquidating or
dissolving the Company and the expenses of filing or amending 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)         personnel and related employment costs
incurred by the Advisor or its Affiliates in performing the services described
herein, including but not limited to reasonable salaries and wages, benefits
and overhead of all employees directly involved in the performance of such
services; provided, that no reimbursement shall be made for costs of such
employees of the Advisor or its Affiliates to the extent that such employees
perform services for which the Advisor receives a separate fee; and



 15
 









(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 the statement to the Company within 45
days after the end of each quarter.


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, the services
shall be separately compensated at the rates and in the 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 for Total Operating Expenses 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 that period of four
consecutive fiscal quarters. 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
all or a portion of such excess was justified, based on unusual and
nonrecurring factors which they deem sufficient, the Excess Amount may be
reimbursed to the Advisor.  If the
Independent Directors determine such excess was justified, then, after the end
of any fiscal quarter of the Company for which there is an Excess Amount for
the 12 months then ended paid to the Advisor, the Advisor, at the direction of
the Independent Directors, shall cause such fact to be disclosed in the next
quarterly report of the Company or in a separate writing and sent to the
Stockholders within 60 days of such quarter end, 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 



 16
 









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 upon 60 days written notice without cause or penalty
(if termination is by the Company, then the 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 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 the 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 Advisor prior to termination of this Agreement.


(b)           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;


(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.


(a)           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 



 17
 









Incorporation and the NASAA
Guidelines. Notwithstanding the foregoing, the Company shall not indemnify or
hold harmless the Advisor or its Affiliates, including their respective
officers, directors, partners and employees, for any liability or loss suffered
by the Advisor or its Affiliates, including their respective officers,
directors, partners and employees, nor shall it provide that the Advisor or its
Affiliates, including their respective officers, directors, partners and
employees, be held harmless for any loss or liability suffered by the Company,
unless all of the following conditions are met: (i) the Advisor or its
Affiliates, including their respective officers, directors, partners and
employees, have determined, in good faith, that the course of conduct which
caused the loss or liability was in the best interests of the Company; (ii) the
Advisor or its Affiliates, including their respective officers, directors,
partners and employees, were acting on behalf of or performing services of the
Company; (iii) the liability or loss was not the result of negligence or
misconduct by the Advisor or its Affiliates, including their respective
officers, directors, partners and employees; and (iv) the indemnification or
agreement to hold harmless is recoverable only out of the Company’s net assets
and not from stockholders. Notwithstanding the foregoing, the Advisor and its
Affiliates, including their respective officers, directors, partners and
employees, shall not be indemnified by the Company for any losses, liability or
expenses arising from or out of an alleged violation of federal or state
securities laws by such party unless one or more of the following conditions
are met: (i) there has been a successful adjudication on the merits of each
count involving alleged securities law violations as to the particular
indemnitee; (ii) such claims have been dismissed with prejudice on the merits
by a court of competent jurisdiction as to the particular indemnitee; and (iii)
a court of competent jurisdiction approves a settlement of the claims against a
particular indemnitee and finds that indemnification of the settlement and the
related costs should be made, and the court considering the request for
indemnification has been advised of the position of the Securities and Exchange
Commission and of the published position of any state securities regulatory
authority in which securities of the Company were offered or sold as to
indemnification for violations of securities laws.


(b)           The Company may advance funds to the Advisor or its
Affiliates, including their respective officers, directors, partners and
employees, for legal expenses and other costs incurred as a result of any legal
action for which indemnification is being sought is permissible only if all of
the following conditions are satisfied: (i) the legal action relates to acts or
omissions with respect to the performance of duties or services on behalf of
the Company; (ii) the legal action is initiated by a third-party who is not a
stockholder or the legal action is initiated by a stockholder acting in his or
her capacity as such and a court of competent jurisdiction specifically
approves such advancement; (iii) the Advisor or its Affiliates, including their
respective officers, directors, partners and employees, undertake to repay the
advanced funds to the Company together with the applicable legal rate of
interest thereon, in cases in which the Advisor or its Affiliates, including
their respective officers, directors, partners and employees, are found not to
be entitled to indemnification.


(c)           Notwithstanding the provisions of this Section 5.01, the
Advisor shall not be entitled to indemnification or be held harmless pursuant
to this Section 5.01 for any 



 18
 









activity which the Advisor
shall be required to indemnify or hold harmless the Company pursuant to Section
5.02.


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 the 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, gross 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 and any rights, duties, liabilities and obligations hereunder and the
fees and compensation related thereto may be assigned by the Advisor, in whole
or in part, to a duly qualified and licensed Affiliate of the Advisor without
obtaining the approval of the Board.  Any
other assignment shall be made only 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 the 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.


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 Opportunity REIT II, Inc.

  
	
   

  	
   

  	
  15601 Dallas Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Addison, Texas 75001

  
	
   

  	
   

  	
   

  
	
  To the Advisor:

  	
   

  	
  Behringer Harvard
  Opportunity Advisors II LP

  
	
   

  	
   

  	
  15601 Dallas Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Addison, Texas 75001

  



 



 19
 









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
permitted 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 the 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 the
waiver.


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 



 20
 









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 Harvard Opportunity
Advisors II 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 Harvard
Opportunity Advisors II LP or an Affiliate thereof to perform the services of
Advisor, the Company will, promptly after receipt of written request from
Behringer Harvard Opportunity Advisors II 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 Harvard Opportunity
Advisors II LP, be susceptible of indication of some form of relationship
between the Company and Behringer Harvard Opportunity Advisors II LP or any
Affiliate thereof. Consistent with the foregoing, it is specifically recognized
that Behringer Harvard Opportunity Advisors II 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.


6.15          Treatment Under Texas Margin Tax. For
purposes of the Texas margin tax, the Advisor’s performance of the services
specified in this Agreement will cause the Advisor to conduct part of the
active trade or business of the Company, and the compensation specified in



 21
 









Article III includes both the payment of management fees and the
reimbursement of specified costs incurred in the Advisor’s conduct of the
active trade or business of the Company. 
Therefore, the Advisor and Company intend Advisor to be, and shall treat
Advisor as, a “management company” within the meaning of Section 171.0001(11)
of the Texas Tax Code.  The Company and
the Advisor will apply Sections 171.1011(m-1) and 171.1013(f)-(g) of the Texas
Tax Code to the Company’s reimbursements paid to the Advisor pursuant to this
Agreement of specified costs and wages and compensation.  The Advisor and the Company further recognize
and intend that (i) as a result of the fiduciary relationship created by this
Agreement and acknowledged in Section 2.02, reimbursements paid to the Advisor
pursuant to this Agreement are “flow-though funds” that the Advisor is mandated
by law or fiduciary duty to distribute, within the meaning of Section
171.1011(f) of the Texas Tax Code, and (ii) as a result of Advisor’s
contractual duties under this Agreement, certain reimbursements under this
Agreement are “flow-through funds” mandated by contract to be distributed
within the meaning of Section 171.1011(g) of the Texas Tax Code.  The terms of this Agreement shall be
interpreted in a manner consistent with the characterization of the Advisor as
a “management company” as defined in Section 171.0001(11), and with the
characterization of the reimbursements as “flow-though funds” within the
meaning of Section 171.1011(f)-(g) of the Texas Tax Code.


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


	
  

  	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY

  REIT II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President —
  Corporate

  Development & Legal and Secretary

  



 


	
  

  	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY

  ADVISORS II LP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Harvard Property Trust,
  LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President —
  Corporate

  Development & Legal and Secretary

  



 



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