**Exhibit 10.4**

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**BEHRINGERHARVARD HOLDINGSSERVICE MARK LICENSE AGREEMENT**

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THIS SERVICE MARK LICENSEAGREEMENT (this “**Agreement**”) is made and enteredinto this 2nd day of September, 2008, (the “**Effective Date**”), by and betweenBEHRINGER HARVARD HOLDINGS, LLC, a Delaware limited liability company (the “**Licensor**”), and BEHRINGER HARVARD MULTIFAMILY REIT I,INC., a Maryland corporation (the “**Licensee**”).

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**RECITALS**

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**WHEREAS**, Licensor is the owner of valid and subsisting rightsin and to the service marks “BEHRINGER HARVARD” (U.S. Registration No. 2,947,624);and the “BEHRINGER HARVARD MISCELLANEOUS CIRCULAR DESIGN LOGO” (U.S.Registration No. 3,200,214) (referred to herein collectively as the “**Licensed Mark**”) and similar marks in a variety of design andwords-only formats, both in the United States and in various foreignjursidictions; and

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**WHEREAS**, ofeven date herewith, Behringer Harvard Multifamily Advisors I LP, a Texaslimited partnership and an affiliate of Licensor (the “**Advisor**”),and Licensee have entered into an Advisory Management Agreement, pursuant tothe terms of which Advisor will provide certain management and financialadvisory services to Licensee in accordance with the terms and conditionsthereof (the “**Advisory Agreement**”); and

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**WHEREAS**,Licensor is a “sponsor” of Licensee, as that term is defined in the charter ofLicensee; and

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**WHEREAS,**for solong as Licensor desires to sponsor Licensee, Licensor desires to permitLicensee to utilize the Licensed Mark solely in connection with the operationand promotion of Licensee’s real estate business as intended to be conducted asof the Effective Date (the “**REIT Operations**”).

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**NOW, THEREFORE**,in consideration of the mutual covenants and promises contained in thisAgreement, the Advisory Agreement and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged and accepted bythe parties to this Agreement, Licensor and Licensee mutually agree as follows:

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**AGREEMENTS**

 

**1.**              Grant ofLicense; Territory.

 

a.                                       Uponthe terms and conditions hereinafter set forth, Licensor hereby grants toLicensee, for the period specified in Section 5 hereof, a non-exclusive,royalty-free, limited and nontransferable license to use the Licensed Marksolely for the purpose of identifying and promoting the REIT Operationsworldwide.  In addition, each person orentity directly or indirectly controlled by Licensee on or after the EffectiveDate, either through the ownership of voting securities or otherwise (each suchperson or entity a “**Licensee Subsidiary**”),shall have all of the rights granted to Licensee in this Section 1(a), butonly during such period that such person or entity is directly or indirectlycontrolled by Licensee, either through the ownership of voting securities orotherwise.  Any reference in thisAgreement to use of the Licensed Mark by or other actions of Licensee shall bedeemed to include use of the Licensed Mark by or other actions of any LicenseeSubsidiary during such period that such Licensee Subsidiary is directly or indirectlycontrolled by Licensee, either through the ownership of voting securities orotherwise.

 

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b.                                      Licensorexpressly reserves all rights with respect to the Licensed Mark not expresslygranted herein.  Except as provided in Section 1(a) withrespect to a Licensee Subsidiary, Licensee shall have no right to sublicensethe use of the Licensed Mark to any other person or entity without the priorwritten consent of Licensor, which may be withheld or granted in Licensor’ssole and absolute discretion.

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**2.**              Acknowledgementof Ownership.

 

a.                                       Licenseeacknowledges the great value of the goodwill associated with the Licensed Markand the ownership of the Licensed Mark by Licensor.  Licensee agrees that nothing in thisAgreement shall give Licensee any right, title, or interest in or to theLicensed Mark other than the rights granted the Licensee in accordance withthis Agreement.  Licensee furtheracknowledges that all goodwill arising from the ownership and use of the LicensedMark (as distinguished from any enhancement of value to Licensee’s businessarising from the license granted hereunder) shall inure exclusively to thebenefit of Licensor.  All artwork,designs, stylized logotypes or other presentation materials whatsoeverincluding the Licensed Mark or any elements thereof, and all copies andextracts thereof shall, notwithstanding their invention or use by Licensee, beand remain the sole property of Licensor. Nothing in this Agreement shall be construed to prevent Licensor fromgranting any other licenses for the use of the Licensed Mark or from utilizingthe Licensed Mark, or any variation thereof, in any manner whatsoever.

 

b.                                      Licenseeagrees that it shall not attack the title of Licensor to the Licensed Mark, thevalidity of the Licensed Mark, or the validity of this Agreement.  Licensee further agrees that it shall not atany time commence any opposition or cancellation proceeding regarding theLicensed Mark, or any other mark of Licensor, with the U.S. Patent and TrademarkOffice or any other agency that registers trademarks, commence any civilproceeding for damages or injunctive relief or make any other legal claim thatwould, directly or indirectly, hinder the value of or the Licensor’s ownershipor use of the Licensed Mark or prevent the U.S. Patent and Trademark Office orany other agency that registers trademarks from issuing a trademarkregistration to Licensor for the Licensed Mark, or any variations thereof, orfrom renewing any trademark registration for the Licensed Mark, or anyvariations thereof.

 

c.                                       Licenseeshall not register or attempt to register the Licensed Mark alone or as part ofits own trademark, service mark, Internet domain name, copyright, assumed nameor trade name (except as may be otherwise required by applicable law in connectionwith Licensee’s REIT Operations during the term of this Agreement), nor shallLicensee use in such manner or attempt to register any name or designationconfusingly similar to the Licensed Mark as determined in Licensor’s sole andabsolute discretion.

 

d.                                      Licenseemay not use the Licensed Mark in any manner to disparage Licensor, its productsor services, or in any manner which, in Licensor’s reasonable judgment, maydiminish or otherwise damage Licensor’s goodwill in the Licensed Mark orLicensor’s business reputation.

 

e.                                       Theprovisions of this Section 2 shall survive the expiration or terminationof this Agreement for any reason.

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**3.**              QualityControl.

 

a.                                       Licenseeshall use the Licensed Mark solely as permitted in Section 1(a) abovein a manner that will reasonably protect Licensor’s rights and goodwilltherein, and will comply with all reasonable and customary trademark usageguidelines delivered to Licensee by Licensor from time to time, including thoseregarding the use of notices, legends, or markings that may be required byLicensor in order to give customary notice of ownership, including thoseprovided in Section 4 hereof.

 

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b.                                      Licenseeshall, upon Licensor’s reasonable request: (i) permit Licensor to inspectthe manner in which the Licensee exercises the rights granted hereunder to usethe Licensed Mark, and (ii) make available for Licensor’s inspection, atreasonable times and after reasonable notice from Licensor, all of Licensee’smaterials relating to or displaying the Licensed Mark or any elements thereof.

 

c.                                       Licenseeagrees that the products and/or services offered in connection with theLicensed Mark shall be sold and/or distributed in accordance with all Federal,State and local laws.

 

d.                                      Ifat any time the Licensee’s promotional materials, documents or signage bearingthe Licensed Mark do not meet the quality standards described in this Section 3,Licensor shall have the right to require the Licensee to discontinue any andall such nonconforming uses of the Licensed Mark immediately upon noticewhereupon Licensee agrees to use its best efforts to cease all suchnonconforming uses immediately.

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**4.****                                      Protectionof Licensed Mark.**

 

a.                                       Eachtime the Licensed Mark is used on any product, document, signage, exteriordisplay or other printed or tangible material or on the Internet, Licenseeshall legibly include either the trademark or service mark notice “TM” or “SM”,as appropriate, or the Federal registration notice ®, if directed to do so byLicensor, adjacent to the first prominent use of the Licensed Mark therein orthereon.

 

b.                                      Whendirected by Licensor to do so, Licensee shall include the following notice onany packaging, product, advertising, or promotional materials incorporating theLicensed Mark presented in any medium now known or hereafter created:

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**“BEHRINGER HARVARD”**is a service mark of Behringer Harvard Holdings, LLC.

 

c.                                       Licenseeagrees to provide Licensor with such assistance as Licensor may reasonablyrequire, at Licensor’s expense, in the procurement of any protection ofLicensor’s rights to the Licensed Mark, or any similar mark.

 

d.                                      Licenseeagrees that at all times during the term of this Agreement it will diligentlyand continuously cause to be promoted and rendered the REIT Operations as setforth in Section 1 hereof.  Licensorshall not be under any obligation whatsoever to utilize the Licensed Mark orany variation thereof.

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**5.**                                      Term.

 

This Agreement shall continue in force and effect fromthe Effective Date and shall be coterminous with the Licensor’s sponsorship ofLicensee, unless terminated earlier as provided for herein.  For purposes of the preceding sentence,Licensor’s sponsorship shall be deemed to continue until such time that noAffiliate (as that term is defined in the Advisory Agreement) of Licensorserves as an officer or director of Licensee.

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**6.**                                      Termination.

 

a.                                       IfLicensee breaches or otherwise fails to perform any of its obligationshereunder, Licensor shall have theright to terminate this Agreement upon thirty (30) days’ prior written noticeto Licensee, but only in the event such failure of performance is not cured toLicensor’s satisfaction within such thirty (30) day period.  Such termination of this Agreement shall bewithout prejudice to any rights 

 

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or remedies that Licensormay otherwise have against Licensee, which rights and remedies shall surviveany such termination.

 

b.                                      Ifat any time during the term of this Agreement Licensee ceases to conduct theREIT Operations under the Licensed Mark, Licensor, in addition to all otherremedies available to it hereunder, may immediately terminate this Agreement bygiving written notice of termination to Licensee.

 

c.                                       IfLicensee files a petition in bankruptcy or is adjudicated bankrupt or if apetition in bankruptcy is filed against Licensee or if it becomes insolvent, ormakes an assignment for the benefit of its creditors or an arrangement pursuantto any bankruptcy law, or if Licensee liquidates or discontinues its businessor if a receiver is appointed for it or its business, the license herebygranted and this Agreement shall automatically terminate forthwith without anynotice whatsoever being necessary.  Inthe event this Agreement is so terminated, Licensee, its receivers,representatives, trustees, agents, administrators, successors and/or assignsshall have no right to sublicense, sell, exploit or in any way deal with or inor use the Licensed Mark or any variation thereof, except with and under the specialconsent and instructions of Licensor in writing, which they shall be obligatedto follow.

 

d.                                      Upontermination of this Agreement for any reason, Licensee agrees:  (i) to, within a reasonable time but notto exceed ninety (90) days, discontinue all use of the Licensed Mark and anyname confusingly similar thereto; (ii) to, within a reasonable time butnot to exceed ninety (90) days, delete, remove or cover-over all references tothe Licensed Mark, or any confusingly similar variation thereof, in all of Licensee’sprinted materials, signage or other exterior displays, and on the Internet; (iii) tonot thereafter, directly or indirectly, identify itself in any manner as alicensee of Licensor or publicly identify itself as a former licensee ofLicensor; (iv) to cooperate generally with Licensor to ensure that allrights in the Licensed Mark and the related goodwill remain the property ofLicensor and to execute any instruments requested by Licensor to accomplish orconfirm the foregoing; (v) that all rights granted to Licensee hereundershall forthwith revert to Licensor without consideration other than the mutualcovenants and considerations of this Agreement, and without notice; (vi) tocease to conduct any business, including, without limitation, the REIT Operations,under or to otherwise use the names “HARVARD” or “BEHRINGER” or any confusinglysimilar terms and to use its best efforts to change the corporate name ofLicensee to a name that does not contain the terms “HARVARD” or “BEHRINGER” orany confusingly similar terms which may, directly or indirectly in the solediscretion of Licensor, indicate a continuing relationship between, orsponsorship of, Licensee by Licensor or any of Licensor’s Affiliates; and (vii) todeliver to Licensor within fifteen days from the date of termination any andall artwork, designs, stylized logotypes or other electronic or intangiblepresentation materials whatsoever including the Licensed Mark or any elementsthereof prepared by or for Licensee, and all copies and extracts thereof.

 

e.                                       Licenseeacknowledges that its failure to cease the use and display of the LicensedMark, or any variation thereof, upon the termination or expiration of thisAgreement will result in immediate and irremediable damage to Licensor and tothe rights of any current or subsequent licensee.  Licensee acknowledges and admits that thereis no adequate remedy at law for such failure to cease such use, and Licenseeagrees that in the event of such failure Licensor shall be entitled toequitable relief by way of temporary and permanent injunction and temporaryrestraining order and such other further relief as any court with jurisdictionmay deem just and proper.  Resort to anyremedies referred to herein shall not be construed as a waiver of any other rightsand remedies to which Licensor is entitled under this Agreement or otherwise.

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**7.**                                      Third-PartyInfringement Proceedings.

 

Licensee agrees to promptly notify Licensor of anyunauthorized use of the Licensed Mark or any confusingly similar variation thereofby third parties of which Licensee becomes aware.  Licensor shall 

 

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have the sole right topursue through negotiations, litigation, or other dispute resolution procedure(“**Litigation Rights**”) any and all of itsrights in the Licensed Mark against any third party.  Licensor’s exercise of such Litigation Rightsshall be in its sole discretion and shall be at its sole cost.  Licensor shall have no duty to defendLicensee or itself or pursue any actual infringement arising out of any actionsby a third party.  All recoveriesreceived by Licensor in pursuing its Litigation Rights, if any, shall be thesole property of Licensor.

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**8.**                                      Representationsand Warranties.

 

a.                                       Licensor represents and warrants that thisAgreement will not violate any prior licenses or rights to use the LicensedMark granted by Licensor to any third party.

 

b.                                      Eachparty hereto hereby represents and warrants to the other that such party hasthe corporate, company or partnership power and authority to execute anddeliver this Agreement and to perform its obligations hereunder, and that theexecution, delivery and performance of this Agreement by it have been dulyauthorized by all necessary corporate, company or partnership action.

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**9.**                                      Indemnification.

 

                                                Licensee hereby agrees to indemnify and holdLicensor harmless from and against any and all claims, suits, liabilities,judgments, and expenses, arising at law or in equity, attributable, in whole orin part, to: (i) the Licensee’s use of the Licensed Mark in violation ofthis Agreement or of any trademark usage guidelines provided to Licensee byLicensor; or (ii) the marketing, promotion, advertisement, distribution,or sale by Licensee of any product or service under the Licensed Mark.  Moreover, Licensee hereby further agrees totender to Licensor the defense of any and all such claims, actions and lawsuitsthat may be brought against Licensor arising out of, or related to, thewrongful use of the Licensed Marks by the Licensee and the Licensee shall payall fees and expenses (including all reasonable attorneys’ and expert witnesses’fees and costs of suit) incurred in connection with defending all of theseclaims, actions and lawsuits; provided that Licensee shall have no obligationto pay any fees or expenses for claims, actions and lawsuits brought by a thirdparty against the Licensor claming that the Licensed Mark violates or infringesupon the rights of the third party. Licensor shall control such defense with counsel of its choice, however,Licensee shall have the right to participate in such defense at its own costand expense and Licensee shall provide reasonable cooperation to Licensor andits counsel with respect thereto; provided that in no event may Licensor settleany claim, action or lawsuit in which the Licensee or a Licensee Subsidiary isa named defendant without the consent of the Licensee.  Licensor shall also have the independentright to take any action it may deem necessary, in its sole discretion, toprotect and defend itself against any threatened action arising out of thebusiness of Licensee or any actions or activity by Licensee, including Licensee’suse of the Licensed Mark or any goods or services distributed or sold under theLicensed Mark.  Notwithstanding the foregoing,Licensee’s exculpation and indemnification obligations hereunder as well asLicensee’s obligations with respect to the advancement of expenses, shall belimited as provided in its charter.

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**10.**                               Limitationof Liability

 

Licensor shall not be liable to Licensee for lostprofits, lost business opportunities, or any other indirect, special, punitive,incidental or consequential damages arising out of or related to thisAgreement, even if Licensor has been advised of the possibility of suchdamages.  The provisions of this Section 10shall survive the termination of this Agreement for any reason.

 

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**11.**                               Miscellaneous

 

a.                                       Assignment.  Licensee shall neither assign any of itsrights under this Agreement nor delegate any of its duties hereunder to anotherperson or legal entity without the prior written consent of Licensor, which maybe withheld in Licensor’s sole discretion. Any attempt to assign or delegate this Agreement, or any of the rights,licenses or duties set forth herein, shall be void ab initio and convey norights or interests in the Licensed Mark. Licensor shall have the right, in its sole discretion, to assign any ofits rights or duties under this Agreement and all of its right, title, and interestin the Licensed Mark to another person or legal entity.  Notwithstanding anything to the contraryherein, this Section 11(a) shall not limit the rights granted in Section 1(a) withrespect to a Licensee Subsidiary.

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## b.                                      Notices.  Allnotices or other communications required or permitted to be given by eitherparty hereto to the other party under this Agreement shall be in writing andshall be sent by United States Mail, certified or registered, postage prepaid,return receipt requested or by an internationally recognized overnightcarrier, in each case addressed to the party to be notified as follows:

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## (i) toLicensee at the address set forth in the Advisory Agreement, as the same may bemodified as provided therein; and

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| (ii) to  Licensor:                              |   | Behringer  Harvard Holdings, LLC           |
|------------------------------------------------------|--------|--------------------------------------------|
|                                                 |   | 15601  Dallas Parkway                      |
|                                                 |   | Suite 600                             |
|                                                 |   | Addison,  Texas 75001                      |
|                                                 |   | Attention:  Gerald J. Reihsen III          |
|                                                 |   | Executive  Vice President Corporate        |
|                                                 |   | Development  and Legal                     |
|                                                 |   |                                       |
| With  a copy to (which shall not constitute notice): |
|                                                 |
|                                                 |   | Stephen  L. Sapp, Esq.                |
|                                                 |   | Locke  Lord Bissell & Liddell LLP |
|                                                 |   | 2200  Ross Avenue, Suite 2200         |
|                                                 |   | Dallas,  Texas 75201                       |

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## Noticedelivered by mail shall be deemed given on the third Business Day after beingdeposited in a post office or other depository under the care or custody of theUnited States Postal Service, enclosed in a wrapper with proper postageaffixed.  Notice given by overnightcourier shall be deemed given upon receipt by the recipient of notice.  Licensor may change the address for noticespecified herein by providing written notice to Licensee as set forth herein.

 

c.                                       IndependentContractors.  The parties acknowledgeand agree that they are dealing with each other hereunder as independentcontractors.  Nothing contained in thisAgreement shall be interpreted as constituting either party the joint ventureror partner of the other party or as conferring upon either party the power orauthority to bind the other party in any transaction with third parties.

 

d.                                      Attorneys’Fees.  In the event of any action,suit, or proceeding brought by either party to enforce the terms of thisAgreement, the prevailing party shall be entitled to receive its costs, expertwitness fees, and reasonable attorneys’ fees and expenses, including costs andfees on appeal.

 

e.                                       Waivers,Cumulative Remedies and Amendments. This Agreement may be amended, modified, superseded, or canceled, andthe terms and conditions hereof may be waived only by a written 

 

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instrument signed by eachof the parties hereto or, in the case of a waiver, by the party waivingcompliance.  No delay on the part of anyparty in exercising any right, power or privilege hereunder shall operate as awaiver thereof, nor shall any waiver on the part of any party of any righthereunder, nor any single or partial exercise of any rights hereunder, precludeany other or further exercise thereof or the exercise of any other righthereunder.  Unless expressly set forthherein to the contrary, either party’s election of any remedies provided for inthis Agreement shall not be exclusive of any other remedies available hereunderor otherwise and all such remedies shall be deemed to be cumulative.

 

f.                                         Approval.  Any approval given by Licensor to Licenseeunder the terms of this Agreement shall not constitute a waiver of any ofLicensor’s rights or Licensee’s duties under any provision of this Agreement,other than with respect to the provision for which such specific approval wasprovided, subject to the other provisions hereof.

 

g.                                      Survival.  Upon the termination of this Agreement forany reason, those Sections that by their express terms or which by their natureshould be deemed to survive the termination of this Agreement shall survive thetermination of this Agreement.

 

h.                                      GoverningLaw and Validity.  The parties agreethat the laws of the State of Texas shall govern the interpretation andenforcement of this Agreement, without giving effect to choice of lawrules.  If any provision of thisAgreement is held to be void, invalid or inoperative, such event shall notaffect any other provisions herein, which shall continue and remain in fullforce and effect as though such void, invalid or inoperative provision had notbeen a part hereof.

 

i.                                          EntireAgreement.  This Agreementconstitutes the entire agreement between the parties hereto with respect to theLicensed Mark and related subject matter and supersedes all prior agreementsand understandings, oral and written, between the parties hereto with respectto such matters.

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**[Signature Page Follows]**

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be duly executed as of the Effective Date.

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|   | **LICENSOR:**                                  |
|--------|------------------------------------------------|
|   |                                           |
|   | **BEHRINGER  HARVARD HOLDINGS, LLC**           |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/  Gerald J. Reihsen , III |
|   |                                           | Gerald  J. Reihsen, III |
|   |                                           | Executive  Vice President – Corporate Development &   Legal |
|   |                                           |   |
|   |                                           |
|   | **LICENSEE**:                                  |
|   |                                           |
|   | **BEHRINGER HARVARD MULTIFAMILY REIT I, INC.** |
|   | ** **                                     |
|   |                                           |
|   | By:                                            | /s/  Gerald J. Reihsen , III |
|   |                                           | Gerald J.  Reihsen, III |
|   |                                           | Executive  Vice President – Corporate Development &  Legal |

 

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