Exhibit
10.2


 





May 2, 2006


 


Behringer Advisors LP

15601 Dallas Parkway, Suite 600

Addison, Texas  75001


Re:          Waiver of Asset Management Fees


Ladies and Gentlemen:


Reference
is made to that certain Third Amended and Restated Advisory Agreement, dated as
of March 20, 2006 (the “Advisory Agreement”), by and between Behringer
Harvard REIT I, Inc., a Maryland corporation (the “Company”), and
Behringer Advisors LP, a Texas limited partnership (the “Advisor”).  Capitalized terms used herein but not defined
herein shall have the meanings set forth in the Advisory Agreement.


In
consideration of the mutual agreements and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Advisor hereby agree as follows:


1.             Waiver of Asset Management Fees.  Notwithstanding anything to the contrary
contained in the Advisory Agreement, the Advisor, on behalf of itself and its
Affiliates, and its and their respective successors and assigns, hereby waives
and forever releases and discharges the Company from its obligation to pay
monthly Asset Management Fees to the Advisor, as provided in Section 3.01(a) of
the Advisory Agreement, but only to the extent that the monthly Asset
Management Fees become due and payable during the Company’s first fiscal quarter
beginning on January 1, 2006 and ending on March 31, 2006.


2.             Ratification; Effect on Advisory
Agreement.


(a)           Ratification.  The Advisory Agreement, as amended by this
letter agreement, shall remain in full force and effect and is hereby ratified
and confirmed in all respects.


(b)           Effect on the Advisory Agreement.  On and after the date hereof, each reference
in the Advisory Agreement to “this Agreement,” “herein,” “hereof,” “hereunder,”
or words of similar import shall mean and be a reference to the Advisory
Agreement as amended hereby.









 



 


3.             Miscellaneous.


(a)           Governing Law; Venue.  This letter agreement and the legal relations
between the parties hereto shall be construed and interpreted in accordance
with the internal laws of the State of Texas without giving effect to its
conflicts of law principles, and venue for any action brought with respect to
any claims arising out of this letter agreement shall be brought exclusively in
Dallas County, Texas.


(b)           Modification.  This letter 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 assignees.


(c)           Headings.  The titles and headings of the sections and
subsections contained in this letter agreement are for convenience only, and
they neither form a part of this letter agreement nor are they to be used in
the construction or interpretation hereof.


(d)           Severability.  The provisions of this letter 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.


(e)           Counterparts.  This letter 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 letter 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.  This letter agreement, to the extent signed
and delivered by means of electronic mail or a facsimile machine, shall be
treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were an
original signed version thereof delivered in person.  No party hereto shall raise the use of electronic
mail or a facsimile machine to deliver a signature or the fact that any
signature was transmitted or communicated through the use of electronic mail or
a facsimile machine as a defense to the formation or enforceability of a
contract and each party hereto forever waives any such defense.


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If
the foregoing meets with your approval, please indicate your acceptance of this
letter agreement by countersigning a copy of this letter agreement in the space
indicated below.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD REIT I, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Gerald J. Reihsen, III

  	
   

  
	
   

  	
  Name:

  	
     Gerald
  J. Reihsen, III

  	
   

  
	
   

  	
  Title:

  	
    Executive Vice President – Corporate 

  	
   

  
	
   

  	
    Development & Legal

  	
   

  
						



 


Acknowledged and agreed,
as of

the date first written above:


BEHRINGER ADVISORS
LP


	
  By: Harvard Property Trust,
  LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  :  /s/
  Gerald J. Reihsen, III

  	
   

  
	
   

  	
  Name:

  	
      Gerald
  J. Reihsen, III

  	
   

  
	
   

  	
  Title:

  	
    Executive
  Vice President – Corporate

  	
   

  
	
   

  	
    Development
  & Legal