exv10w2w1



 






EXHIBIT 10.2.1




AMENDMENT NO. 1




to




MASTER LOAN PARTICIPATION AGREEMENT




between




SPECIALTY FINANCIAL




Servicer




and




SPECIALTY TRUST, INC.,

(formerly SPECIALTY MORTGAGE TRUST, INC.)




Beneficiary




(dated as of January 1, 2004)




     Section 7 of the Master Loan Participation Agreement between Specialty
Financial, as servicer (“Specialty Financial”), and Specialty Mortgage Trust,
Inc., as beneficiary (the “Beneficiary”), dated as of February 6, 2001, is
hereby amended and restated as follows:




          7. Servicer and Loan Origination Fees. Specialty Financial
shall be entitled to an annual ordinary fee as set forth in the
Participation Certificate for each respective Loan, and in the
absence thereof, to an annual ordinary fee equal to one-half of one
percent (1/2%) of the outstanding principal amount of the Loans from
time to time, for the servicing of the Loans. The amount of such fee
shall be the responsibility of Beneficiary in proportion with its
relative Participation Percentage in each Loan. Such fees will be
proportionately deducted by Specialty Financial from each remittance
to Beneficiary. Any and all late and default charges, returned check
charges, loan cancellation charges, and prepayment charges paid in
connection with the Loans shall be retained by Specialty Financial
as further compensation and Specialty Financial shall be reimbursed
by Beneficiary for any and all expenses incurred by Specialty
Financial in connection with servicing the Loans as set forth below.
It is further agreed that any necessary transitory services which
may be proper under this Agreement, including, but not limited to,
the foreclosure of mortgages, property maintenance and improvement,
property management, the sale



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of any foreclosed real estate and other extraordinary expenses,
shall be contracted for or done by Specialty Financial at its
customary cost for such services, provided such costs are reasonable
and customary in the jurisdiction where the Collateral is located,
and that Specialty Financial shall bill Beneficiary for its prorata
share of such expense, and Beneficiary shall be required to pay
promptly its prorata share of such extraordinary expenses incurred
and billed under this Agreement. For each Loan or the portion
thereof purchased by Beneficiary, Beneficiary agrees that Specialty
Financial shall be entitled to loan origination fees or points,
usually charged to a borrower for and upon the origination,
extension or financing of a mortgage loan, up to 2.5% of the loan
balance (i.e. 2.5 points) with additional fees or points paid to
Beneficiary. The amount of this fee is determined by competitive
conditions, may vary and may have a direct effect on the interest
rate a borrower is willing to pay the Beneficiary.



[Remainder of Page Intentionally Left Blank]




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	 	 	SPECIALTY FINANCIAL
	 
	 	 	 	 	 	 
	

	 	By:	 	

	 	 	Name:	 	

	 	 	Title:	 	

	 
	 	 	 	 	 	 
	

	 	Dated:	 	 	 	 
	 	 	 	 	

	 
	 	 	 	 	 	 
	 	 	Address:	Post Office Box 838
	

	 	 	 	 	6160 Plumas Street
	

	 	 	 	 	Reno, NV 89509
	

	 	 	 	 	Telephone : (775) 826-0809
	

	 	 	 	 	Telefax: (775) 826-0166
	 
	 	 	 	 	 	 
	 	 	SPECIALTY TRUST, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	

	 	 	Name:	 	

	 	 	Title:	 	

	 
	 	 	 	 	 	 
	

	 	Date:	 	 	 	 
	 	 	 	 	

	 
	 	 	 	 	 	 
	

	 	By:	 	

	 	 	Name:	 	

	 	 	 	 
	 	 	Title: Trustee
	 
	 	 	 	 	 	 
	

	 	Date:	 	 	 	 
	 	 	 	 	

	 
	 	 	 	 	 	 
	

	 	Address:
	 	6160 Plumas Street
	

	 	 	 	 	Reno, NV 89509
	

	 	 	 	 	Telephone: (775) 826-0809







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Independent Auditors’ Report on Schedule




The Board of Directors

Specialty Trust, Inc. and Subsidiaries:



Under
date of March 12, 2004, we reported on the consolidated balance sheets of
Specialty Trust, Inc. and Subsidiaries (the Company) as of December 31, 2003 and
2002, and the related consolidated statements of earnings, stockholders’ equity and
comprehensive income, and cash flows for each of the years in the two-year
period ended December 31, 2003, which are
included in the Company’s 2003 Annual Report on Form 10-K. In connection with
our audits of the aforementioned consolidated financial statements, we also
audited the 2003 and 2002 information in the related consolidated financial statement schedule included in such
Form 10-K. This financial statement schedule is the responsibility of the
Company’s management. Our responsibility is to express an opinion on this
financial statement schedule based on our audit.



In
our opinion, the 2003 and 2002 information in such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole,
presents
fairly, in all material respects, the information set forth therein.



     /s/ KPMG LLP



Sacramento, California

March 12, 2004



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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




Board of Directors

Specialty Trust, Inc.



In connection with our audits of the financial statements of Specialty
Trust, Inc. referred to in our report dated January 25, 2002, which is
included in the annual report to security holders, we have also audited
Schedule IV for the year ended December 31, 2001. In our opinion,
this schedule when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material respects, the
information required to be set forth therein.



/s/ GRANT THORNTON LLP




Reno, Nevada

January 25, 2002



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