Exhibit 10.1  BEHRINGER
HARVARD MULTIFAMILY REIT I, INC.  THIRD
AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT  This THIRD AMENDED AND RESTATED ADVISORY
MANAGEMENT AGREEMENT (this Agreement),
effective as of the 29thday of January, 2010, is made and entered by
and between BEHRINGER HARVARD MULTIFAMILY REIT I, INC., a Maryland
corporation (the Company), and
BEHRINGER HARVARD MULTIFAMILY ADVISORS I LP, a Texas limited partnership (the Advisor).  W I T N E S
S E T H  WHEREAS, the Company and the Advisor previously entered into that certain Second
Amended and Restated Advisory Management Agreement dated April 1, 2009
(the Original  Agreement);  WHEREAS, the Company
and the Advisor desire to amend the Original Agreement to, among other things,
provide that acquisition expenses reimbursable to the Advisor include expenses
related to the Advisor directly providing certain accounting and environmental
services in connection with an acquisition, which services are customarily
provided by third parties and reimbursed as third-party expenses in connection
with completed acquisitions;  WHEREAS, the Company
is issuing shares of its common stock, par value $0.0001, to the public, which
shares are 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 at all stages of development with a focus on high quality multifamily,
student housing, age-restricted properties, commercial properties, such as
office buildings, shopping centers, business and industrial parks,
manufacturing facilities, warehouses and distribution facilities and motel and
hotel properties, originate or invest in mortgage, bridge, mezzanine or other loans
and Section 1031 tenant-in-common interests, or in entities that make
investments similar to the foregoing, and make investments with joint venture
partners;  WHEREAS, the Company
currently qualifies as a real estate investment trust and invests 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 hereby amend and
restate the Original Agreement as follows:


ARTICLE I  DEFINITIONS  The following defined terms used in this
Agreement shall have the meanings specified below:  Acquisition Expenses.  A non-accountable acquisition expense
reimbursement in the amount of: (i) 0.25% of the funds paid for purchasing
an Asset, including any debt attributable to the Asset, plus 0.25% of the funds
budgeted for development, construction or improvement in the case of Assets
that we acquire and intend to develop, construct or improve or (ii) 0.25%
of the funds advanced in respect of a loan or other investment.   In addition, to the extent the Advisor
directly provides services formerly provided or usually provided by third
parties, including without limitation accounting services related to the
preparation of audits required by the Securities and Exchange Commission,
property condition reports, title services, title insurance, insurance
brokerage or environmental services related to the preparation of environmental
assessments in connection with a prospective or completed investment (the Additional
Services), the direct employee costs and burden to the Advisor of providing
the Additional Services shall be Acquisition Expenses.  Acquisition Expenses also include any
investment-related expenses due to third parties in the case of a completed
investment, including, but not limited to legal fees and expenses, travel and
communications expenses, costs of appraisals, accounting fees and expenses,
third-party brokerage or finders fees, title insurance, premium expenses and
other closing costs.  Acquisition
Expenses also include any payments made to (i) a prospective seller of an
asset, (ii) an agent of a prospective seller of an asset, or (iii) a
party that has the right to control the sale of an asset intended for
investment by the Company that are not refundable and that are not ultimately
applied against the purchase price for such asset (Non-Refundable Payments).  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), DevelopmentFees,
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 Multifamily Advisors I LP, a Texas limited partnership, any successor
advisor to the Company, or any Person to which Behringer Harvard Multifamily
Advisors I LP or any successor advisor subcontracts all or substantially all of
its functions.  Affiliateor 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.  2


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, loansand 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.  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 Common Shares of capital
stock of the Company or equity interests in the Operating 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 Operating Partnership
representing greater than 50% of the combined voting power of the Companys or
the Operating 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 Common 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 Operating
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.  Common Shares.  Any
shares of the Companys common stock, par value $0.0001 per share.  Company.  Behringer
Harvard Multifamily REIT I, 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 Operating 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 an Asset that is reasonable, customary, and competitive in
light of the size, type and location of the Asset (as determined by the Board,
including a majority of the Independent Directors).  3


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.  Convertible Shares.  Any shares of the Companys convertible
stock, par value $0.0001 per share.  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 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.  Distributions.  Any
dividends or other distributions of money or other property by the Company to
holders of Common Shares, including distributions that may constitute a return
of capital for federal income tax purposes but excluding distributions that
constitute the redemption of any Common Shares and excluding distributions on
any Common 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 Common
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 Common Share for which reduced Selling Commissions
are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to
the  4


Company are not reduced) shall be deemed to be the full amount of the
offering price per Common 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 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.  Initial Investment.  Initial Investment shall have the meaning
ascribed to such term in Section 6.13.  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 REIT Guidelines.The Statement of Policy Regarding Real Estate Investment Trusts adopted
by the North American Securities Administrators Association on May 7,
2007, and in effect on the date hereof.  5


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.  Offering. Any public offering of
Shares pursuant to an effective registration statement filed under the
Securities Act, other than a public offering of Shares under a distribution
reinvestment plan.  Operating Partnership.Behringer Harvard Multifamily OP I LP, a Delaware limited partnership,
through which the Company may own Assets.  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.  Person.  An
individual, corporation, association, business trust, estate, trust,
partnership, limited liability company or other legal entity.  Preferred Shares.  Any shares of the Companys preferred stock,
par value $0.0001 per share.  Propertyor 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 theforegoing.  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.  Sale or Sales.  (i) Any
transaction or series of transactions whereby: (A) the Company or the
Operating Partnership directly or indirectly (except as described in other
subsections of this definition) sells, grants,  6


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 Operating 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 Operating 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 Operating 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 Operating 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 Operating
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.Shares of stock of the Company of any class
or series, including Common Shares, Preferred Shares or Convertible Shares.  Soliciting Dealers.  Broker-dealers who are members of theFinancial
Industry Regulatory Authority, 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.  Texas Tax Code.The Texas Tax Code as amended
by Texas H.B. 3, 79thLeg., 3rdC.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.  7


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, 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.  ARTICLE II  THE ADVISOR  2.01Appointment.  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.  2.02Duties
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;  8


(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
Operating Partnership in compliance with the investment objectives and policies
of the Company; (iv) arrange for financing and refinancing and make other
changes in the asset or capital structure of, and dispose of, reinvest the
proceeds from the sale of, or otherwise deal with the investments in, Assets;
and (v) enter into leases of Property and service contracts for Assets
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;  9


(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 ofduly qualified and licensedothers 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 duly qualified and licensed personnel as required for the
performance of the foregoing services as Advisor;  (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.  10


2.03Authority
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 Operating 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 Operating Partnership
(as well as any financing acquired by the Company or the Operating 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.  2.04Bank 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 on behalf of the Company,
under the terms and conditions as the Board may approve, provided that no funds
of the Company or the Operating 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.  2.05Records; 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.  11


2.06Limitations 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.  2.07Relationship 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.  2.08Other 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 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.  2.09Payment of
Certain Organization and Offering Expenses.  The Company shall pay directly all
Organization and Offering Expenses considered underwriting compensation by the
Financial Industry Regulatory Authority, or FINRA.  Such payments, other than Selling Commissions
and the dealer manager fee, shall apply towards the limit on Organization and
Offering Expenses reimbursable by the Company to the Advisor pursuant to Section 3.02(a)(i) below.  12


ARTICLE III  COMPENSATION AND REIMBURSEMENT OF SPECIFIED COSTS  3.01Fees.  (a)Asset
Management Fee.  The Company
shall pay the Advisor a monthly Asset Management Fee on the 15thday of each month in an amount equal to 1/12thof 0.75% of the sum of, for each and every
Asset, the higher of the Cost of Investment or the Value of Investment.  The Advisor, in its sole discretion, may
waive, reduce or defer all or any portion of the Asset Management Fee to which
it would otherwise be entitled.  (b)Acquisition and
Advisory Fees.  The Company
shall pay the Advisor a fee in the amount of 1.75% 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 for1.75% of the budget variance such
that the Acquisition and Advisory Fee is ultimately1.75% of amounts
expended on such development/redevelopment project.  The Advisor, in its sole discretion, may
waive, reduce or defer all or any portion of the Acquisition and Advisory Fees
to which it would otherwise be entitled.  (c)[Intentionally Omitted]  (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 one percent (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. 
The Advisor, in its sole discretion, may waive, reduce or defer all or
any portion of the Debt Financing Fee to which it would otherwise be entitled.  (e)Development Fee.  If the Advisor or an Affiliate provides the
development services, 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 a majority
of the Independent Directors must determine that such Development Fees are fair
and reasonable and on terms and conditions not less favorable than those
available from unaffiliated third parties. 
Development Fees will include the reimbursement of the specified cost
incurred by the Advisor of engaging third parties for such services.  The Advisor, in its sole discretion, may
waive, reduce or defer all or any portion of the Development Fee to which it
would otherwise be entitled. 
Notwithstanding the above, the Advisor may engage (on behalf of the
Company) third parties to provide development services pursuant to its authority
under Section 2.03 and pay such third parties all applicable Development
Fees.  13


3.02Expenses.  (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, together with organization and offering expenses previously advanced
by the Advisor related to a prior offering of the Companys shares, to the
extent not reimbursed out of proceeds from the prior offering (Prior  Offering Additional
Reimbursement); provided, however, that, within 60 days after the
end of the month in which an Offering terminates, the Advisor shall reimburse
the Company to the extent that Organization and Offering Expenses (other than
Selling Commissions and the dealer manager fee) together with the Prior
Offering Additional Reimbursement incurred by the Company exceed 1.5% of the
Gross Proceeds raised in the completed Offering, unless the terms of this
Agreement are amended upon renewal to provide otherwise in connection with
subsequent Offerings.  (ii)Acquisition Fees and
Acquisition Expenses;  (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 and Listing and registration fees, but excluding 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;  14


(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
other than in connection with the Advisor directly providing the Additional
Services; and  (xiv)audit, accounting and legal
fees.  (b)Expenses incurred by the
Advisor on behalf of the Company and payable pursuant to this Section 3.02
shall be reimbursed no less than quarterly to the Advisorwithin 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.  (c)Notwithstanding anything to
the contrary in this Section 3.02, (i) the Advisor will be
responsible for paying all of the investment-related expenses that the Company
or the Advisor incurs that are due to third parties or in connection with
providing the Additional Services with respect to investments the Company does
not make other than Non-Refundable Payments and (ii) the Company shall be
responsible for paying directly or reimbursing the Advisor for all
Non-Refundable Payments.  3.03Other 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.  3.04Reimbursement 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  15


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  4.01Term;
Renewal.  Subject to Section 4.02
hereof, this Agreement shall continue in force untilApril 1,
2010.  Thereafter, this Agreement may be
renewed foran unlimited number of successive one-year terms
upon mutual consent of the parties.  It
is the duty of the Board to evaluate the performance of the Advisor annually
before renewing the Agreement, and each such renewal shall be for a term of no
more than one year.  4.02Termination.  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 Section 4.03, Article V and Article VI shall continue in full
force and effect and shall survive the termination or expiration of this Agreement.  4.03Payments
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.  16


(c)(i)In the event
that this Agreement is terminated or allowed to expire without renewal due to a
material breach by the Advisor of this Agreement, which termination or
expiration occurs prior to the Companys or the Advisors reimbursement of
Organization and Offering Expenses pursuant to the provisions of Section 3.02(a)(i),
the appropriate party, within 90 days after the end of the year in which the
Offering terminates shall make the necessary reimbursement; provided that the
Advisor shall only reimburse the Company to the extent that Organization and
Offering Expenses (other than Selling Commissions and the dealer manager fee)
and the Prior Offering Additional Reimbursement incurred by the Company through
the Termination Date exceed 1.5% of the Gross Proceeds raised in such completed
Offering.  (ii)In the event
that an Advisory Agreement Termination (as such term is defined in the Articles
of Incorporation) occurs after the commencement of an Offering and prior to the
Companys or the Advisors reimbursement of Organization and Offering Expenses
pursuant to the provisions ofSection 3.02(a)(i), the
appropriate party, within 90 days after the end of the year in which such
Offering terminates shall make the necessary reimbursement; provided that
the Advisor shall only reimburse the Company to the extent that Organization
and Offering Expenses (including Selling Commissions and the dealer manager
fee) incurred by the Company in connection with such Offering through the
Termination Date exceed 15% of the Gross Proceeds raised in such completed
Offering.  ARTICLE V  INDEMNIFICATION  5.01Indemnification
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 Incorporation and the NASAA REIT
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  17


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
activity which the Advisor shall be required to indemnify or hold harmless the
Company pursuant to Section 5.02.  5.02Indemnification 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  6.01Assignment
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  18


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 Operating Partnership, and
shall likewise be binding upon any successor to the Advisor.  6.02Non-Solicitation.  During the period commencing on September 2,
2008 and ending one year following the termination of this Agreement, the
Company shall not, without the Advisors prior written consent, directly or
indirectly, (i) solicit or encourage any person to leave the employment or
other service of the Advisor or any of its affiliates, or (ii) hire, on
behalf of the Company or any other person or entity, any person who has left
the employment of the Advisor or any of its affiliates within the one-year
period following the termination of that persons employment with the Advisor
or any of its affiliates.  During the
period commencing on September 2, 2008 and ending one year following the
termination of this Agreement, the Company will not, whether for its own
account or for the account of any other person, firm, corporation or other
business organization, intentionally interfere with the relationship of the
Advisor or any of its affiliates with, or endeavor to entice away from the
Advisor or any of its affiliates, any person who during the term of this
Agreement is, or during the preceding one-year period was, a tenant,
co-investor, co-developer, joint venturer or other customer of the Advisor or
any of its affiliates.  6.03Relationship 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.  6.04Notices.  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 Multifamily REIT I, Inc.15601
  Dallas ParkwaySuite 600Addison,
  Texas 75001To the Advisor:
  Behringer Harvard Multifamily Advisors I LP15601 Dallas ParkwaySuite 600Addison, Texas 75001  Either party shall, as soon as reasonably practicable, give notice in
writing to the other party of a change in its address for the purposes of this Section 6.04.  6.05Modification.  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.  19


6.06Severability.  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.  6.07Choice 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.  6.08Entire 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.  6.09Waiver.  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.  6.10Gender; 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.  6.11Headings.  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.  6.12Execution in Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. 
This Agreement shall become binding when one or more counterparts
hereof, individually or taken together, shall bear the signatures of all of the
parties reflected hereon as the signatories.  6.13Initial
Investment.  The Advisor
or one of its Affiliates has contributed $200,001.69 (the Initial
Investment) in exchange for 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.  Before becoming a
stockholder, Behringer Harvard Holdings, an affiliate of the Advisor, the
Advisor, the Companys directors and officers and their affiliates must agree
not to vote their shares regarding (1) the removal of any of these
affiliates and (2) any transaction between them and the Company.  6.14Ownership
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  20


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.  6.15Treatment 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 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.  6.16Savings Clause.If any
provision of this Agreement is held unenforceable, then such provision will be
modified to reflect the parties intention.  All remaining provisions
of this Agreement shall remain in full force and effect.  [The remainder of this  page intentionally blank]  21


IN WITNESS WHEREOF, the parties
hereto have executed this Third Amended and Advisory Management Agreement as of
the date first above written.  BEHRINGER HARVARD MULTIFAMILY
  REIT I, INC.By:
  /s/
  Gerald J. Reihsen, IIIGerald J. Reihsen, IIIExecutive
  Vice President  Corporate Development & Legal and Assistant
  SecretaryBEHRINGER HARVARD MULTIFAMILY
  ADVISORS I LPBy:
  Harvard Property Trust, LLC,its General PartnerBy:
  /s/
  Gerald J. Reihsen, IIIGerald
  J. Reihsen, IIIExecutive Vice President 
  Corporate Development & Legal and Secretary  22