MEZZANINE PROMISSORY NOTE

Exhibit 10.4

MEZZANINE PROMISSORY NOTE

BREOF UVA GP LLC, a Delaware limited liability company, BREOF UVA LLC, a Delaware limited liability company, PPC-UVA 15 th  Street Limited Partnership, a Texas limited partnership and PPC Charlottesville GP, Inc., a Texas corporation (“ Borrowers ”), FOR VALUE RECEIVED, promise to pay to the order of Behringer Harvard UVA, LLC, a Delaware limited liability company or its assigns (“ Lender ”), at such place as Lender may from time to time designate in writing, the principal sum of Six Million Forty Thousand Dollars ($6,040,000.00) or so much thereof as may from time to time have been advanced to Borrowers under this Note with Interest (as defined below) on the outstanding principal amount at the rates set forth herein.

DEFINITIONS

For the purpose of this Note capitalized terms not defined below will be as defined in the Loan Agreement:

“ Contribution Agreement ” shall mean that certain Contribution Agreement by and between Borrowers and Lender, dated of even date herewith.

“ Default Interest ” shall mean any interest accruing at the Default Interest Rate and payable pursuant to the terms hereof or of the other Loan Documents.

“ Default Interest Rate ” shall mean a rate of interest per annum equal to the lesser of either (a) eighteen percent (18%) or (b) the maximum rate of interest which may be collected from Borrowers under applicable law.

“ Interest ” shall mean any interest accruing at the Interest Rate or the Default Interest Rate, as applicable and payable pursuant to the terms hereof or of the other Loan Documents.

“ Interest Rate ” shall mean a rate of interest per annum equal to the lesser of: (a) ten percent (10%) or (b) the maximum rate of interest which may be collected from Borrowers under applicable law.

“ Late Charge ” shall mean the lesser of (a) five percent (5%) of any unpaid amount, or (b) the maximum late charge permitted to be charged under applicable law.

“ Loan Agreement ” shall mean that certain Mezzanine Loan Agreement, between Lender and Borrowers, dated of even date herewith, corresponding to this Note, as the same may hereafter be amended, modified and restated from time to time.

“ Maturity Date ” shall mean February 25, 2008.

“ Payment Date ” shall mean the first day of each calendar month, commencing on the date set forth in Section 1.1, and the Maturity Date (or, if any such date is not a Business Day, then the first Business Day immediately before such date).

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SECTION 1 - STATED MATURITY; INTEREST AND PRINCIPAL PAYMENTS.

1.1           Payment of Interest .  Interest shall accrue on this Note at the Interest Rate or, during any time at which an Event of Default is continuing, at the Default Interest Rate.  Commencing on February 1, 2007, and continuing monthly on the same date of each calendar month thereafter up to and until the Maturity Date, an installment of accrued and unpaid Interest shall be due and payable to Lender.  On the Maturity Date, all accrued but unpaid Interest, shall be due and payable in full.

1.2           Payments of Principal .  On the Maturity Date, if not earlier prepaid, the unpaid principal balance, together with all accrued but unpaid Interest, shall be due and payable in full.

1.3           Payment on Stated Maturity Date .  Any remaining unpaid Indebtedness shall be due and payable in full at the Maturity Date, subject, however, to the terms of the Contribution Agreement.

1.4           Computation of Interest .  Subject to the provisions of Section 1.8, Interest under this Note shall be paid as set forth herein and shall be calculated based on actual days elapsed and a three hundred sixty (360) day year.

1.5           Method of Payment .  Each payment due hereunder shall not be deemed received by Lender until received on a Business Day (as hereafter defined) in Federal funds in lawful money of the United States of America immediately available to Lender prior to 2:00 p.m. local time at the place then designated by Lender.  Any payment received on a Business Day after the time established by the preceding sentence, shall be deemed to have been received on the immediately following Business Day for all purposes.

1.6           Application of Payments .  Payments under this Note shall be applied first to the payment of Late Charges and Default Interest and other costs and charges due in connection with this Note, as Lender determines in its sole discretion, then to the payment of accrued but unpaid Interest, and then to reduction of the outstanding principal balance.  No principal amount repaid may be reborrowed.  All amounts due under this Note shall be payable without setoff, counterclaim or any other deduction whatsoever.

1.7           Prepayment .  No prepayment of this Note shall be permitted without the written approval of Lender.  Notwithstanding the foregoing, Borrowers shall be permitted to prepay this Note upon an event of default by Lender under the Contribution Agreement such that the transactions contemplated under the Contribution Agreement do not close in accordance with the terms thereof and Borrowers are not then in default under the Contribution Agreement.  Borrower shall be required to prepay this Note upon earlier to occur of: (a) the closing of the transactions contemplated in the Contribution Agreement, (b) an uncured default by Borrowers under the Contribution Agreement and the commencement of the pursuit by Lender or its assignee of its remedies in connection with such default, (c) the sale of the Project Owner Membership Interest (as defined in the Contribution Agreement) or the sale of the Project, (d) the event of an uncured Event of Default by Borrower under the Loan Agreement (after taking into account all applicable grace, notices and opportunity for cure) or (e) the repayment of the Senior

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Loan.  Notwithstanding the foregoing, any prepayment required under (b), (c) and (d) above shall only occur with the approval of the Senior Lender (as defined in the Loan Agreement).

1.8           No Usury .  The provisions of this Note and of all other agreements between Borrowers and Lender, whether now existing or hereafter arising and whether written or oral, including, but not limited to, the Loan Documents, are hereby expressly limited so that, after taking into account all amounts deemed interest or as reducing the true principal balance of the Loan, in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of this Note or otherwise, shall the amount contracted for, charged, taken, reserved, paid, or agreed to be paid to Lender for the use, forbearance, retention or detention of the money loaned under this Note and related indebtedness exceed the maximum amount permissible under applicable law.  If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit; and if, from any circumstance whatsoever, Lender shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance owing under this Note in the inverse order of its maturity (whether or not then due) or at the option of Lender be paid over to Borrower, and not to the payment of interest.  All Interest (including any amounts or payments judicially or otherwise under the law deemed to be interest) contracted for, charged, taken, reserved, paid or agreed to be paid to Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the Note, including any extensions or renewals thereof, until payment in full of the Indebtedness so that the Interest thereof for such full period will not exceed at any time the maximum amount permitted by applicable law.  This paragraph 1.8 will control all agreements between Borrowers and Lender.  The loan is not for family, household or personal purposes, but is a commercial purpose loan.

SECTION 2 - DEFAULT; REMEDIES

2.1           Acceleration .  Lender may, by notice to Borrowers at any time during the existence of an Event of Default (after any applicable grace, notice or opportunity to cure as may be set forth in the Loan Agreement), declare immediately due and payable the entire principal amount outstanding hereunder together with all Interest and other charges due hereunder including, without limitation, all Late Charges and Default Interest.

2.2           Default Interest Rate; Late Charges .

(a)           After an Event of Default, the Default Interest Rate shall apply, in place of the Interest Rate, to all amounts outstanding under the Loan.  Such Default Interest shall be compounded on the monthly anniversary of such Event of Default until paid in full.

(b)