Exhibit
10.4


AGREEMENT REGARDING ACQUISITION


THIS
AGREEMENT REGARDING ACQUISITION (this “Agreement”) is executed to be
effective as of the 10th day of May 2007, between CORDILLERA PARTNERS,
LLC, a Delaware limited liability company (“CP”) and BEHRINGER HARVARD
OPPORTUNITY OP I, LP, a Texas limited partnership (“BH Investor”).


WITNESSETH:


A.                                   CP, as “Purchaser,” previously entered into
that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated
as of September 25, 2006, with Colorado Hotel Holding, LLC, a Delaware limited
liability company, Cordillera Lodge & Spa, LLC, a Delaware limited
liability company, Colorado Hotel Operator, Inc., a Delaware corporation, and
Cordillera Land, LLC (each, a “Seller”
and collectively, “Sellers”),
as amended by that certain First
Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions
between Seller and CP dated as of January 5, 2007, and as amended by those
certain letter agreements for the sole purpose of extending the Due Diligence
Period (collectively, the “Contract”),
a copy of which is attached hereto as Exhibit C,  for
the Property described therein, pursuant to the terms of which CP has agreed to
purchase from Sellers certain property (the “Property”), including
interests in certain real property located in Eagle County, Colorado, as more
particularly described in the Contract. 
The Contract was terminated in accordance with its terms on March 26,
2007.


B.                                     CP and BH Investor have agreed to pursue the
purchase of the Property on a joint basis, as more specifically set forth in
this Agreement and to attempt to reinstate and further amend the Contract.


NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and confessed, CP and BH Investor hereby agree as
follows:


1.                                       Formation
of Entity.  BH Investor and CP agree to participate
jointly in the acquisition of the Property. 
Concurrently with the execution of this Agreement, BH Investor (or a
wholly-owned subsidiary) and CP shall execute the Limited Liability Company
Agreement of Behringer Harvard Cordillera, LLC in substantially the form
attached hereto as Exhibit A
(the “LLC Agreement”),
pursuant to which there shall be formed a Delaware limited liability company
named Behringer Harvard Cordillera, LLC (the “Acquiring Entity”).


2.                                       Assignment
of Contract.  Concurrently with the execution of the LLC
Agreement, CP shall execute an Assignment of Purchase Agreement (the “Assignment”) in the form of Exhibit B attached hereto,
whereby all right, title and interest of CP under the Contract and under any
agreements, approvals, licenses, permits or other entitlement documents held by
CP or its affiliate or principals in connection with the Property are assigned
to the Acquiring Entity.  In the event
that BH Investor determines that the consent of Sellers is necessary with
respect to the Assignment, CP and BH Investor shall cooperate in obtaining such
consent.  Prior to executing the
Assignment, CP shall not reinstate, amend or modify the Contract without the
prior written consent of BH Investor.



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3.                                       Payment
and Assignment of Earnest Money.  If the Reinstatement and
Second Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions (the “Amendment”), the LLC Agreement and the Assignment are
executed, then BH Investor shall be responsible for the payment of the
Amendment Deposit of earnest money as such term is defined in the Contract in
the amount of One Million Three Hundred Sixty-Seven Thousand Two Hundred Thirty
Dollars ($1,367,230.00).  Within three
(3) business days after the execution of the Amendment, BH Investor shall pay
to CP in immediately available funds the amount of Seventy-Seven Thousand Seven
Hundred Seventy Dollars ($77,770.00), representing the remainder of BH Investor’s
pro-rata share of the First $50,000 Deposit, the Initial Deposit and the
Amendment Deposit of earnest money as such terms are defined in the
Amendment.  CP shall assign its rights in
and to the Deposit, as such term is defined in the Amendment, to the Acquiring
Entity.  If the Amendment, the LLC
Agreement and the Assignment are not executed, BH Investor shall have no
obligation to make either of the payments referenced herein in this Section 3
and this Agreement shall be of no further force or effect.


4.                                       Representations
of CP.  CP hereby represents and warrants to BH
Investor as follows:


Attached hereto as Exhibit C is a true, correct
and complete copy of the Contract and all amendments thereto, as it existed at
the time of termination, and the Contract will be in full force and effect upon
the execution of the Amendment and has not been amended or modified except as
set forth on Exhibit C.  To CP’s
knowledge, CP was not in default under the Contract at the time of termination.


5.                                       Time
of Essence.  Seller and Purchaser agree that time is of
the essence of this Agreement.


6.                                       Assignment. 
Neither CP nor BH Investor may assign its rights or obligations under
this Agreement to any other person or entity without obtaining the prior
written consent of the other party; provided, however, that BH Investor may
assign its rights and obligations under this Agreement to any person or entity
affiliated with BH Investor in any way, including, without limitation, any
entity or fund formed or sponsored by BH Investor.


7.                                       Successors
and Assigns.  The terms and provisions of this Agreement
are to apply to and bind the permitted successors and assigns of the parties
hereto.


8.                                       Entire
Agreement.  This Agreement, including the Exhibits,
contains the entire agreement between the parties pertaining to the subject
matter hereof and fully supersedes all prior agreements and understandings
between the parties pertaining to such subject matter.


9.                                       Further
Assurances.  Each party agrees that it will without
further consideration execute and deliver such other documents and take such
other action, whether prior or subsequent to Closing, as may be reasonably
requested by the other party to consummate more effectively the purposes or
subject matter of this Agreement.


10.                                 Attorneys’
Fees.  In the event of any controversy, claim or
dispute between the parties affecting or relating to the subject matter or
performance of this Agreement, the prevailing party shall be entitled to
recover from the nonprevailing party all of its reasonable



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expenses, including reasonable attorneys’ fees.


11.                                 Counterparts.  This
Agreement may be executed in several counterparts, and all such executed
counterparts shall constitute the same agreement.  It shall be necessary to account for only one
such counterpart in proving this Agreement.


12.                                 Severability.  If any
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect.


13.                                 Applicable
Law.  THIS AGREEMENT IS PERFORMABLE IN DALLAS
COUNTY, TEXAS, AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS
OF THE STATE OF TEXAS.  ASSIGNOR AND
ASSIGNEE HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT SITTING IN DALLAS COUNTY, TEXAS, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A
STATE OR FEDERAL COURT SITTING IN DALLAS COUNTY, TEXAS.  SELLER AND PURCHASER AGREE THAT THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT.


14.                                 Captions.  The
section headings appearing in this Agreement are for convenience of reference
only and are not intended, to any extent and for any purpose, to limit or
define the text of any section or any subsection hereof.


15.                                 Construction.  The
parties acknowledge that the parties and their counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any exhibits or amendments
hereto.



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EXECUTED to be effective as of the date first written above.


	
  

  	
  CP:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA PARTNERS, LLC,

  
	
   

  	
  a Delaware limited liability
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jefford S. Nelsen

  	
   

  
	
   

  	
   

  	
  Jefford S. Nelsen

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BH
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD
  OPPORTUNITY OP I, LP,

  
	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BHO,
  INC., a Declaware corporation,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Secretary

  
					



 
















Exhibit A


Limited Liability Company Agreement


of Behringer Harvard Cordillera,
LLC


[See Attached]



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Exhibit
B


ASSIGNMENT OF PURCHASE AND
SALE AGREEMENT


THIS
ASSIGNMENT OF PURCHASE AND S ALE AGREEMENT (this “Assignment”) is
executed to be effective as of the 10th day of
May 2007, by CORDILLERA PARTNERS, LLC, a Delaware limited liability company (“Assignor”),
and BEHRINGER HARVARD CORDILLERA, LLC, a Delaware limited liability company (“Assignee”).


WITNESSETH:


A.                                   Assignor, as “Purchaser,” has entered into that
certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as
of September 25, 2006, with Colorado Hotel Holding, LLC, a Delaware limited
liability company, Cordillera Lodge & Spa, LLC, a Delaware limited
liability company, Colorado Hotel Operator, Inc., a Delaware corporation, and
Cordillera Land, LLC (each, a “Seller”
and collectively, “Sellers”),
as amended by that certain First
Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions
between Seller and CP dated as of January 5, 2007, and as amended by those
certain letter agreements for the sole purpose of extending the Due Diligence
Period (collectively, the “Contract”),
a copy of which is attached hereto as Exhibit A,  for
the Property described therein,
pursuant to the terms of which CP has agreed to purchase from Sellers
certain  property (the “Property”),
including interests in certain real property located in Eagle County, Colorado,
as more particularly described in the Contract.


B.                                     Assignor desires to assign to Assignee all of
its right, title and interest as Purchaser in and to the Contract (including,
but not limited to, the right to any deposit thereunder) and any agreements,
approvals, licenses and permits or other entitlement documents held by Assignor
or its affiliate or principals in connection with the Property (the “Property
Documents”), and Assignee desires to acquire from Assignor all of Assignor’s
right, title and interest as Purchaser in and to the Contract and in and to the
Property Documents and to assume all of the duties and obligations of Purchaser
under the Contract.


NOW,
THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration in hand paid by Assignee to Assignor, the
receipt and sufficiency of which are hereby acknowledged and confessed,
Assignor does hereby ASSIGN AND TRANSFER unto Assignee all of the right, title
and interest of Assignor in and to the Contract (including, but not limited to,
the right to any deposit thereunder) and in and to the Property Documents.  Assignee, by its acceptance and execution
hereof, hereby assumes and agrees to perform all obligations of Purchaser
pursuant to the Contract.



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EXECUTED
to be effective as of the date first written above.


	
  

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA PARTNERS, LLC,

  
	
   

  	
  a Delaware limited liability
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD
  CORDILLERA, LLC,

  
	
   

  	
  a Delaware limited liability
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 



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EXHIBIT A


PURCHASE AND SALE AGREEMENT



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EXHIBIT C


PURCHASE AGREEMENT


[See Attached]



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