Exhibit
10.3


REINSTATEMENT
AND SECOND AMENDMENT TO

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS


THIS REINSTATEMENT
AND SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (this “Amendment”)  is entered into as of May 10, 2007 (the “Amendment
Date”),  by
and between 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, a Delaware limited liability company (jointly and collectively, “Seller”), and BEHRINGER HARVARD
CORDILLERA, LLC, a Delaware limited liability company, as assignee of CORDILLERA PARTNERS, LLC, a Delaware limited
liability company (“Purchaser”).  (Seller
and Purchaser, together, referred to as the “Parties”  and each, individually, as a “Party”).


RECITALS:


A.            Seller and Cordillera
Partners, LLC (“CP”) entered into that certain
Agreement of Purchase and Sale and Joint Escrow Instructions dated as of September
25, 2006, 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 (as assigned, the “Contract”),  for the Property described therein.


B.            CP
terminated the Contract by notice to Seller dated March 26, 2007.


C.            CP assigned all of
rights, title and interest to the Contract to Purchaser pursuant to that certain Assignment of Purchase and Sale Agreement dated
May 10, 2007, a copy of which is attached hereto as Exhibit E (the “Contract Assignment”).


D.           Seller and CP and
Purchaser desire to reinstate and ratify the Contract and to amend the Contract
on the terms set forth herein.


NOW, THEREFORE, in consideration of the Contract, the
covenants, premises, agreements, and conditions contained herein, and for other
good and valuable consideration, the receipt, sufficiency, and adequacy of
which are hereby acknowledged and incorporated into the agreements set forth
below, the Parties agree as follows:


AGREEMENT:


1.             Reinstatement.  The Contract, a true, correct and complete
copy of which is attached hereto as Exhibit F, is hereby reinstated, as
amended herein, ratified and affirmed, as if the termination described in
Recital B of this Amendment had not occurred.


2.             Purchase Price.  The Purchase Price set forth in Section 2
of the Contract is hereby changed from Forty Million and No/100 Dollars
($40,000,000.00) to Thirty Five Million and No/100 Dollars ($35,000,000.00).











3.             Expiration of
Diligence Period/Waiver of Objections. 
Purchaser hereby agrees that it has completed its review of the Property
and hereby waives its right to further object to any matter concerning the
title to the Property, the Updated Survey, the Service Contracts, the Leases,
the physical condition of the Property or otherwise with respect to the
Property pursuant to Section 4(d) of the Contract.  Purchaser agrees that Seller has made all
required deliveries and has performed all of Seller’s required obligations
under the Contract through the date hereof. 
Purchaser agrees that Purchaser’s right to terminate the Contract
pursuant to Section 4(d) of the Contract is irrevocably waived, except as set
forth herein.   Purchaser hereby waives any right to object to
the results of any audit currently being conducted or conducted hereafter in
connection with the Property.  Prior to
and after the Closing, Seller agrees to reasonably cooperate with Purchaser in
connection with any such audit and Purchaser agrees to reimburse Seller for its
reasonable out of pocket expenses incurred after the date of this Amendment
(the “Audit Expenses”) in
providing or making available to Purchaser any reasonably requested
documentation within Seller’s possession or control for purposes of Purchaser’s
audit of operations at the Property during the period of Seller’s
ownership.  At Closing, Seller shall
receive a credit in the amount of the Audit Expenses incurred after the date of
this Amendment and prior to Closing.  The
foregoing obligation shall survive the Closing for a period of three (3)
months.


4.             Closing Date.  Notwithstanding any provision of the Contract
to the contrary, the Closing shall take place on the date which is the later
of: (a) twenty (20) days after the Amendment Deposit (as defined below) is
made, or (b) three (3) Business Days after receipt of the Temporary Liquor
License (as defined in Section 13 of this Amendment); such date shall be deemed
the “Closing Date” under
the Contract; provided, however, that Seller shall have the right, in its sole
discretion, to extend the Closing Date by no more than three (3) Business Days by
notice to Purchaser delivered no later than three (3) days prior to the originally
scheduled Closing Date.


5.             Amendment Deposit.


a.                                       The
Parties hereby acknowledge that, as of the Amendment Date, CP has deposited the
Initial Deposit and the First $50,000.00 Deposit with Escrow Holder, but not
the Second $50,000.00 Deposit.  The Parties
further acknowledge that the sum of Seventeen Thousand Two Hundred Thirty and
No/100 Dollars ($17,230.00) was paid out of the First $50,000.00 Deposit
pursuant to Section 2(b) of the Contract.  Accordingly, as of the date hereof, the
Escrow Holder holds the remainder of the First $50,000.00 Deposit, which
remainder is equal to Thirty-two Thousand Seven Hundred Seventy and No/100
Dollars ($32,770.00) (the “Remainder”),
and the Initial Deposit, for a total of Three Hundred Thirty-two Thousand Seven
Hundred Seventy Dollars ($332,770.00). 
Upon the execution of this Amendment, Purchaser shall have no further
rights to draw down upon the Remainder to pay for Diligence Items.


b.                                      Section
2(c) and the first sentence of Section 2(d) of the Contract are
hereby deleted in their entirety.  Any
reference to the Second $50,000.00 Deposit in the Contract is hereby deleted in
its entirety.











c.                                       The
first sentence of Section 6(a) of the Contract is hereby deleted in its
entirety and the following is inserted in lieu thereof:


“Prior to or simultaneously with Purchaser’s deposit of the Initial
Deposit, Purchaser and Sellers shall open an escrow account (the “Escrow”) with Land Title Guarantee Company,
108 South Frontage Road West, Suite 203, Vail, CO 81657 (the “Escrow Holder”) in connection with the
deposit of the remainder of the Deposit.”


d.                                      Within
three (3) Business Days after the full execution of this Amendment, Purchaser
shall deposit with Escrow Holder an additional earnest money deposit of One
Million Three Hundred Sixty-Seven Thousand Two Hundred Thirty and No/100
Dollars ($1,367,230.00) (the “Amendment Deposit”),
whereupon the entire Deposit shall be non-refundable except in the event that
Seller willfully and intentionally fails to consummate the Closing of the transactions
contemplated under the Contract, or pursuant to Section 8, Section 9,
Section 19 or Section 20 of the Contract.


e.                                       From
and after the Amendment Date, the term “Deposit” as
used in the Contract shall mean, collectively, the Initial Deposit, the Remainder,
and the Amendment Deposit.  Seller and CP
acknowledge that in the event that the Deposit is released to the Purchaser
pursuant to the terms of the Contract (as amended), it shall be released in
full to Behringer Harvard Cordillera, LLC. 
CP hereby acknowledges and agrees that it has assigned any and all
rights in and to the Deposit to Purchaser.


6.             Investment
Committee Approval.  Seller hereby
gives Purchaser written notice (the “VEF
Committee Approval Notice”) that each stage of Seller’s investment
approval process has been completed, and Seller’s investment committee has
given its written approval, of the terms of this Amendment, the Contract as
amended and this transaction. Notwithstanding any other provision in the
Contract or in this Amendment to the contrary, the VEF Committee Approval
Notice set forth herein shall be conclusive and final evidence that all stages
of the Seller’s investment approval process are complete and that Seller has
given its final approval to the transactions contemplated in the Contract and
this Amendment and Seller shall not be entitled to terminate the Contract as a
result of the investment committee approval process.


7.             Notices.


(a)           Section 23 of the
Contract is hereby amended to provide that copies of all notices to Purchaser
shall be also sent to the following:


Joe Jernigan

Behringer Harvard Opportunity REIT

15601 Dallas Parkway, Suite 600

Addison, Texas 75001

Telephone No.: (469) 341-2384 (direct)











Telephone No. (main):
(214) 655-1600

Facsimile No.; (214) 655-1610


William Sumski

c/o Cordillera Partners, LLC

260 Townsend Street, 6th floor

San Francisco, CA  94107-1790

Telephone No.:  (415) 760-5934

Facsimile No.:  (415) 543-4368


Carol Satterfield, Esq.

Powell Coleman & Arnold LLP

15601 Dallas Parkway, Suite 600

Addison, Texas 75001

Telephone No.:  (469) 341-2423

Facsimile No.:  (214) 373-8768


8.             Vail Memberships.  Purchaser acknowledges that Seller, with
Purchaser’s consent, has purchased fourteen (14) membership agreements for the
use of the Cordillera Vail Club in Vail, Colorado by guests of the Lodge and
Spa at Cordillera (the “Vail Memberships”)
from the Cordillera Property Owners Association.  At Closing: (a) Seller will assign and
Purchaser will assume the Vail Memberships pursuant to the Intangible Property
Assignment, and (b) Purchaser shall credit Seller at Closing the sum of One
Hundred Forty Thousand and No/00 Dollars ($140,000.00) for the cost of Vail
Memberships.


9.             Assignment to JV Entity.  Seller
hereby acknowledges that CP has assigned all of its right, title and interest
(including the rights to the return of the Deposit) in and to the Contract to
Purchaser pursuant to the Contract Assignment.


10.           Sales Office and Other Title Matters.  Purchaser
acknowledges that Seller, with Purchaser’s consent, has obtained title to the
Sales Office pursuant to a certain quitclaim deed dated October 30, 2006 from
Kensington Partners, a Colorado general partnership (“KP”), to Cordillera Lodge & Spa,
LLC (“CLS”), as grantee, a
copy of which quitclaim deed is attached hereto as Exhibit A.  From and after the Amendment Date, “Land” (as
such term is defined in the Contract) shall be deemed to include the Sales
Office and “Permitted Exceptions” (as such term is defined in the Contract)
shall be deemed to include: (a) that certain Agreement Regarding and  Lease of Sales Center dated October 30, 2006
by and between CLS and KP for the Sales Office (the “Sales Office Lease”), as memorialized
by that certain Memorandum of Lease Agreement dated October 30, 2006 and
recorded December 15, 2006 as Document No. 200634238, a copy of which is
attached hereto as Exhibit B (the “Memorandum
of Lease”); (b) that certain Letter Agreement as to Easement
Restrictions dated March 15, 2007 by and among CLS, Cordillera Land, LLC,
Cordillera Partner, LLC and KP (the “Easement
Letter”); (c) that certain Termination of Property Use Agreement
as to Tennis Courts Area and Amendment to Property Use Agreement dated May 26,
2006 by and among Eagle Golf, LLC, Galena Partners, KP, Colorado Hotel
Operator, Inc., Fandango Cordillera, L.L.C. and Cordillera Land, LLC (the “Tennis Court Agreement”); and (d) any
agreement set forth on Exhibit C attached hereto (items (a) 











through
(d), collectively, the “Additional Title
Items”).  Purchaser
acknowledges and agrees that Seller entered into the Additional Title Items
with Purchaser’s full knowledge and consent, and that Purchaser reviewed the
Additional Title Items and approved the same prior to their execution and
delivery and/or recording by Seller. 
Seller agrees that its rights under the Sales Office Lease shall be
transferred to Purchaser as a Tenant Lease at the Closing by an assignment in
the form of Exhibit M to the Contract.


11.           Purchase Price Allocation. 
Notwithstanding the provisions of Section 5(f) of the Contract, the
Purchase Price shall be allocated in the manner set forth on Exhibit D
attached hereto or in such other manner as Seller and Purchaser shall jointly
agree.


12.           Estoppel Certificates.  From and
after the Amendment Date, Seller agrees to reasonably cooperate, at no cost to
Seller, with Purchaser’s efforts to obtain updates to the Grouse Estoppel, the
Manager Estoppel and the Manager Consent and assist in updating those items
described in Section 4(k) of the Contract; provided, however, that in no event
shall the delivery or execution of such estoppels, consents or updates be
conditions to Purchaser’s obligations to close the transactions contemplated
under the Contract.


13.           Liquor License.     Purchaser shall file on or before May 21, 2007, completed applications
pursuant to which Purchaser may obtain an interim temporary liquor license to
enable Purchaser to sell alcoholic beverages at the places at the Property
where such beverages are currently sold (the “Temporary
Liquor License”), and shall diligently prosecute the same until
obtained.  No later than two (2)
business days prior to May 21, 2007, Seller shall promptly provide Purchaser
with executed copies of an Affidavit of Transfer and Statement of Compliance
for each of The Lodge and Spa at Cordillera and the Cordillera Mountain Club,
in form and substance reasonably acceptable to Seller, in order for Purchaser
to file the foregoing application.  If
Seller fails to provide such documentation and Manager fails to provide the
Manager Consent by such date, then the May 21, 2007 filing deadline shall be
extended for each day thereafter that Seller or Manager fails to deliver such
documentation.


14.           Ratification
of Contract. All terms and provisions of the Contract not specifically
modified or amended by this Amendment shall remain in full force and effect,
and the Contract, as expressly modified herein, is hereby ratified, confirmed
and approved in all respects.


15.           Miscellaneous.     The following provisions
shall apply with respect to this

Amendment:


a.                                       Capitalized
terms not defined herein shall have the same meaning as set forth in the
Contract.


b.                                      In
the event of any conflict between the Contract and this Amendment. the terms
and conditions of this Amendment shall control.


c.                                       This
Amendment may be executed in counterparts. each of which (or any combination of
which) when signed by all of the parties shall be deemed an original. but all
of which when taken together shall constitute one agreement. Executed copies
hereof may be delivered by telecopier and upon receipt shall be 











deemed
originals and binding upon the parties hereto, and actual originals shall be
promptly delivered thereafter.


[Signatures
on following page(s)]











NOW, THEREFORE,
the Parties hereto have executed this Amendment as of the date first set forth
above.


	
  

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD CORDILLERA, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
  Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SELLERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  COLORADO HOTEL
  HOLDING, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Pharos Cordillera, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC,

  	
   

  
	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry Rosenthal

  	
   

  
	
   

  	
   

  	
   

  	
  Harry Rosenthal

  
	
   

  	
   

  	
   

  	
  President

  
								



 


[Signatures continued next page]











 


	
   

  	
  SELLERS CONTINUED:

  
	
   

  	
   

  	
   

  
	
   

  	
  CORDILLERA LODGE
  & SPA, LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Colorado Hotel Holding, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC,

  
	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry Rosenthal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Harry Rosenthal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COLORADO HOTEL
  OPERATOR, INC.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Colorado Hotel Holding, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC,

  
	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry Rosenthal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Harry Rosenthal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  President

  	
   

  



 


[Signatures continued next page]











 


	
  

  	
  SELLERS
  CONTINUED:

  
	
   

  	
   

  	
   

  
	
   

  	
  CORDILLERA LAND,
  LLC,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Colorado Hotel
  Holding, LLC,

  
	
   

  	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Harry Rosenthal

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Harry Rosenthal

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  President

  	
   

  	
   

  



 


	
  ACKNOWLEDGED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PHAROS GROUP,
  LLC,

  	
   

  	
   

  
	
  a Delaware
  limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harry
  Rosenthal

  	
   

  	
   

  	
   

  
	
   

  	
  Harry Rosenthal

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CORDILLERA
  PARTNERS LLC,

  	
   

  	
   

  
	
  a Delaware
  limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jefford S.
  Nelsen

  	
   

  	
   

  	
   

  
	
   

  	
  Jefford S.
  Nelsen

  	
   

  	
   

  
	
   

  	
  Member

  	
   

  	
   

  



 











EXHIBIT A


Quitclaim Deed re
Sales Office


[See
Attached]











EXHIBIT B


Memorandum of
Lease


[See Attached]











EXHIBIT C


Other Agreements
Affecting Title


·      Letter Agreement as to Easement
Restrictions dated March 15, 2007


[See Attached]











EXHIBIT D


Allocation of
Purchase Price


[to be
attached]











EXHIBIT E


Assignment of
Agreement of Purchase and Sale and Joint Escrow Instructions


[See
Attached]











EXHIBIT F


Agreement of
Purchase and Sale and Joint Escrow Instructions


[See Attached]