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Exhibit 10.1

FIRST AMENDMENT TO
NOTE AND CONSTRUCTION LOAN AGREEMENT

This FIRST AMENDMENT TO NOTE AND CONSTRUCTION LOAN AGREEMENT (this “ Amendment ” ) is made as of September 24, 2008 (the “ Amendment Effective Date ” ) by and between BEHRINGER HARVARD MOCKINGBIRD COMMONS LLC, a Delaware limited liability company (successor in interest by merger to Behringer Harvard Mockingbird Commons, LP, a Texas limited partnership) ( “ Borrower ” ), and CREDIT UNION LIQUIDITY SERVICES, LLC, a Texas limited liability company f/k/a TEXANS COMMERCIAL CAPITAL, LLC ( “ Lender ” ).

WHEREAS, Borrower and Lender entered into that certain Construction Loan Agreement dated as of September 30, 2005, pursuant to which Lender loaned to Borrower (the “ Loan ”) up to the principal sum of $34,047,458.00 (the “ Loan Agreement ”) as further evidenced by one certain promissory note dated as of September 30, 2005 in the original principal amount of $34,047,458.00, executed by Borrower and payable to the order of Lender (the “ Note ”); and

WHEREAS, as security for the obligations of Borrower under the Loan Agreement and the Note, Borrower executed and delivered to Lender, among other things, (i) that certain Amended and Restated Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rental, dated September 30, 2005, executed by Borrower to Joel B. Fox and/or John C. O’Shea, as trustee for the benefit of Lender, covering the property described therein and recorded October 4, 2005 as Instrument No. 200503532798, Official Records of Dallas County, Texas (the “ Deed of Trust ”) and (ii) that certain Absolute Assignment of Leases and Rents from Borrower to Lender, dated September 30, 2005, covering the property described therein and recorded as Instrument No. 200503532799, Official Records of Dallas County, Texas (the “ Assignment ”); and

WHEREAS, the Loan Agreement, Note, Deed of Trust and any and all other documents evidencing and/or securing the indebtedness described in the Note, as same may have been previously amended, are referred to collectively as the “ Loan Documents ” ); and

WHEREAS, in connection with the Loan, Behringer Harvard Mockingbird Commons GP, LLC, a Texas limited liability company, and Behringer Harvard Short Term Opportunity Fund I, LP, a Texas limited partnership (each a “ Guarantor ” and collectively the “ Guarantors ”) entered into those certain Guaranty Agreements dated as of September 30, 2005; and

WHEREAS, the original Maturity Date of the Note was October 1, 2007; and

WHEREAS, pursuant to Section 4(b) of the Note, Borrower previously extended the Maturity Date to October 1, 2008; and

WHEREAS, Borrower and Lender have agreed to make certain changes to the Loan Documents, and desire to enter into this Amendment to document such changes;

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Lender agree as follows:

1. Defined Terms . Each capitalized term used but not defined herein has the meaning assigned to such term in the Loan Agreement or the other Loan Documents.

2. Minimum Sale Price . The following new Section 5.18 is hereby added to the Loan Agreement:

5.18. Minimum Sale Price . Borrower shall not sell a residential condominium unit on the Property for an amount less than $200.00 per gross square foot without the prior written consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion).

3. Mandatory Principal Reduction Payments . As a condition precedent to the effectiveness of the amendments in Sections 4 through 11 below, Borrower shall, on the Amendment Effective Date, make a principal prepayment to Lender by wire transfer in the amount of $5,000,000.00. Borrower’s failure to make such payment on or before five (5) days after the Amendment Effective Date shall constitute an immediate Event of Default under the Note and Loan Agreement, and in such event Lender may, at Lender’s option, accelerate the Loan without notice or demand of any kind, all of which are specifically waived by Borrower, including, without limitation, demand, notice of intent to accelerate, and notice of acceleration. Borrower shall not be entitled to notice of failure to make the above payment. For avoidance of doubt, the amendments in Sections 4 through 11 below shall be effective only upon Lender’s receipt of the entire $5,000,000.00 principal reduction in accordance with the terms of this Section 3.

4. First Amendment to Deed of Trust . Concurrently with the execution of this Amendment, Borrower shall execute and deliver to Lender a First Amendment to Amended and Restated Deed of Trust, Security Agreement, Financing Statement and Assignment of Rental (the “ First Amendment to Deed of Trust ”). It is expressly understood and agreed by Borrower and Lender that the First Amendment to Deed of Trust shall not be effective (and shall not be recorded) until Borrower has paid to Lender all of the principal reduction payments totaling $5,000,000.00 required by Section 3 above. Upon such occurrence, Lender shall complete the date in the first line of the First Amendment to Deed of Trust and record the document in the real property records of Dallas County, Texas.

5. Leasing . Without limiting the general prohibition against leasing any portion of the Residential Condominium or the Future Development Area Unit contained in Section 4.04 of the Loan Agreement, Lender agrees that Borrower may by written notice to Lender designate up to five (5) residential condominium units (or more, if approved in writing in advance by Lender in its sole discretion) as units which Borrower desires to lease, and Lender agrees that Borrower shall be permitted to lease such units provided that (i) Lender shall have approved in writing (in its reasonable discretion) the specific unit to be leased (each a “ Potential Leased Unit ”), (ii) so long as Borrower or any subsidiary or affiliate of Borrower owns such unit, the terms of any such lease shall be normal and customary for similar units in Dallas, Texas, and (iii) Lender shall have

received from Borrower the Release Price for such Potential Leased Unit pursuant to Artic

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