Exhibit 10.4

AGREEMENT REGARDING ACQUISITION

THIS AGREEMENT REGARDING ACQUISITION (this “ Agreement ”) is executed to be effective as of the 10 th  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 no