GUARANTY

     

    THIS
      GUARANTY (“Guaranty”)
      is
      executed as of December 20, 2006, by LIGHTSTONE VALUE PLUS REAL ESTATE
      INVESTMENT TRUST, INC., a Maryland corporation (“Guarantor”)
      for
      the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
      association, and its successors and assigns (“Lender”).


     

    A. LVP
      OAKVIEW STRIP CENTER LLC, a Delaware limited liability company (the
“Borrower”)
      is
      indebted to Lender with respect to a loan (“Loan”)
      pursuant to that certain promissory note dated of even date herewith, payable
      to
      the order of Lender in the original principal amount of TWENTY-SEVEN MILLION
      FIVE HUNDRED THOUSAND AND 00/100
      DOLLARS ($27,500,000.00)
      (together with all renewals, modifications, increases and extensions thereof,
      collectively, the “Note”),
      which
      is secured by the liens and security interests created by that certain Deed
      of
      Trust, Security Agreement, Assignment of Rents and Fixture Filing (the
“Security
      Instrument”),
      from
      the Borrower, to the trustee named therein, for the benefit of the Lender dated
      of even date herewith and further evidenced, secured or governed by the other
      Loan Documents (as defined in the Security Instrument); and

     

    B. Lender
      is
      not willing to make the Loan, or otherwise extend credit, to Borrower unless
      Guarantor unconditionally guarantees payment and performance to Lender of the
      Guaranteed Obligations (as hereinafter defined); and

     

    C. Guarantor
      is the owner of a direct or indirect interest in Borrower, and Guarantor will
      directly benefit from Lender’s making the Loan to Borrower.

     

    NOW,
      THEREFORE, as an inducement to Lender to make the Loan to Borrower thereunder,
      and to extend such additional credit as Lender may from time to time agree
      to
      extend under the Loan Documents, and for other good and valuable consideration,
      the receipt and legal sufficiency of which are hereby acknowledged, the parties
      do hereby agree as follows:

     

    ARTICLE
      I

    NATURE
      AND SCOPE OF GUARANTY

     

    Section
      1.1
GUARANTY
      OF OBLIGATION.
      Guarantor hereby absolutely, irrevocably and unconditionally guarantees to
      Lender (and its successors and assigns) the payment and performance of the
      Guaranteed Obligations as and when the same shall be due and payable, whether
      upon demand by Lender or by lapse of time, by acceleration of maturity or
      otherwise. Guarantor hereby absolutely, irrevocably and unconditionally
      covenants and agrees that Guarantor is liable for the Guaranteed Obligations
      as
      a primary obligor, and that Guarantor shall fully perform each and every term
      and provision hereof.

     

    Section
      1.2 DEFINITION
      OF GUARANTEED
      OBLIGATIONS.
      As used
      herein, the term “Guaranteed
      Obligations”
shall
      be deemed to include, and Guarantor shall be liable for, and shall indemnify,
      defend and hold Lender harmless from and against, any and all Losses (as
      hereinafter defined) incurred or suffered by Lender and/or any of its affiliates
      and arising out of or in connection with the matters listed below:

    
       

      (a) fraud
        or
        intentional misrepresentation or failure to disclose a material fact or any
        untrue statement of a material fact or omission to state a material fact
        in any
        the written materials and/or information provided to Lender or any of its
        affiliates in all cases by or on behalf of Borrower or Guarantor or any of
        their
        Affiliates in connection with the Security Instrument, the Note or the other
        Loan Documents;

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) the
      misappropriation by Borrower, Guarantor or any of their Affiliates of any tenant
      security deposits or Rent received by Borrower (or received by its Partners)
      (i)
      more than one (1) month in advance of the due date thereof (other than Rents
      deemed to be "additional rents" under Leases) or (ii) after the occurrence
      of an
      Event of Default and not either delivered to Lender (or Lender's agent) or
      applied to ordinary and necessary expenses of owning and operating the Property;
      

     

    (c) the
      misapplication or conversion by Borrower, Guarantor or any of their Affiliates
      of Loss Proceeds to the extent actually paid by the insurer;

     

    (d) any
      arson
      or physical waste to or of the Property or damage to the Property in each case
      resulting from the intentional acts or intentional omissions of Borrower or
      any
      Affiliate of Borrower;

     

    (e) Borrower’s
      failure to comply with the provisions of Sections
      2.02(g), 16.01 or 16.02,
      inclusive, of the Security Instrument;

     

    (f) the
      exercise of any right or remedy under any federal, state or local forfeiture
      laws resulting in the loss or impairment of the lien of the Security Instrument,
      or the priority thereof, against the Property;

     

    (g) any
      claims, actions or proceedings initiated by Borrower (or any Affiliate of
      Borrower) alleging that the relationship of Borrower and Lender is that of
      joint
      venturers, partners, tenants in common, joint tenants or any relationship other
      than that of debtor and creditor; or

     

    (h) Borrower's
      failure to pay any valid taxes, assessments, construction or mechanic's liens
      or
      other liens which could create liens on any portion of the Property superior
      to
      the lien or security title of the Security Instrument or the other Loan
      Documents, except, (1) with respect to any such taxes or assessments, to the
      extent that funds have been deposited with Lender pursuant to the terms of
      the
      Security Instrument specifically for the applicable taxes or assessments and
      not
      applied by Lender to pay such taxes and (2) to the extent that there is
      insufficient available cash flow at any time to enable Borrower to pay all
      operating expenses (including taxes and assessments) then due and
      payable,
      necessary property improvement expenditures and amounts due and payable under
      the Loan Documents (as demonstrated to the reasonable satisfaction of Lender)
      and Borrower applies all available cash flow to the payment of any one or more
      of the foregoing items.

     

    
      
        
        

      

      
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    In
      addition, in the event (i) any proceeding, action, petition or filing under
      the Bankruptcy Code, or any similar state or federal law now or hereafter in
      effect relating to bankruptcy, reorganization or insolvency, or the arrangement
      or adjustment of debts of Borrower shall be filed by, consented to or acquiesced
      in by Borrower or Guarantor, or filed against Borrower by any Affiliate (as
      defined in the Security Instrument) of either Borrower or Guarantor, or if
      Borrower or Guarantor or any Affiliate of either of them shall institute any
      proceeding for Borrower’s dissolution or liquidation, or Borrower shall make an
      assignment for the benefit of creditors, (ii) of a Transfer in violation of
      the
      provisions of Article IX of the Security Instrument, or (iii) Borrower or any
      Affiliate contests or interferes with Lender’s enforcement of its rights and
      remedies hereunder or under the Loan documents by asserting any defense (x)
      as
      to the validity of the obligations under the Loan Documents or in any way
      relating to the structure of the Company or the enforceability of Lender’s
      rights and remedies under the Loan Documents, or (y) for the purpose of
      delaying, hindering or impairing Lender’s rights and remedies under the Loan
      Documents (provided that if any such Person obtains a non-appealable order
      successfully asserting a Contest, Guarantor shall have no liability under this
      clause (iii)), then the Guaranteed Obligations shall also include the unpaid
      balance of the Debt.

     

    For
      purposes of this Guaranty, the term “Losses”
      includes any and all claims, suits, liabilities (including, without limitation,
      strict liabilities), actions, proceedings, obligations, debts, actual damages,
      actual losses, actual costs, actual expenses, diminutions in value, fines,
      penalties, charges, fees, expenses, judgments, awards, amounts paid in
      settlement, punitive damages of whatever kind or nature (including but not
      limited to reasonable attorneys’ fees and other costs of defense).

     

    Section
      1.3 NATURE
      OF GUARANTY.
      This
      Guaranty is an irrevocable, absolute, continuing unlimited guaranty of payment
      and performance, is joint and several and is not a guaranty of collection.
      This
      Guaranty shall continue to be effective with respect to any Guaranteed
      Obligations arising or created after any attempted revocation by Guarantor
      and
      after (if Guarantor is a natural Person) Guarantor’s death (in which event this
      Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal
      representatives and heirs). The obligations of Guarantor under this Guaranty
      shall survive any foreclosure proceeding, any foreclosure sale and delivery
      of
      any deed in lieu of foreclosure, and any release of record of the Security
      Instrument. The fact that at any time or from time to time the Guaranteed
      Obligations may be increased or reduced shall not release or discharge the
      obligation of Guarantor to Lender with respect to the Guaranteed Obligations.
      This Guaranty may be enforced by Lender and any subsequent holder of the Note
      and shall not be discharged by the assignment or negotiation of all or part
      of
      the Note.

     

    Section
      1.4 GUARANTEED
      OBLIGATIONS
      NOT
      REDUCED
      BY OFFSET.
      The
      Guaranteed Obligations and the liabilities and obligations of Guarantor to
      Lender hereunder shall not be reduced, discharged or released because or by
      reason of any existing or future offset, claim or defense of Borrower, or any
      other Person, against Lender or against payment of the Guaranteed Obligations,
      whether such offset, claim or defense arises in connection with the Guaranteed
      Obligations (or the transactions creating the Guaranteed Obligations) or
      otherwise.

     

    Section
      1.5 PAYMENT
      BY GUARANTOR.
      If all
      or any part of the Guaranteed Obligations shall not be punctually paid when
      due,
      whether at maturity or earlier by acceleration or otherwise, Guarantor shall,
      immediately upon demand by Lender, and without presentment, protest, notice
      of
      protest, notice of non-payment, notice of intention to accelerate the maturity,
      notice of acceleration of the maturity, or any other notice whatsoever, pay
      in
      lawful money of the United States of America, the amount due on the Guaranteed
      Obligations to Lender at Lender’s address as set forth herein. Such demand(s)
      may be made at any time coincident with or after the time for payment of all
      or
      part of the Guaranteed Obligations, and may be made from time to time with
      respect to the same or different items of Guaranteed Obligations. Such demand
      shall be deemed made, given and received in accordance with the notice
      provisions hereof.

     

    
      
        
        

      

      
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    Section
      1.6 NO
      DUTY
      TO
PURSUE
      OTHERS.
      It
      shall not be necessary for Lender (and Guarantor hereby waives any rights which
      Guarantor may have to require Lender), in order to enforce this Guaranty against
      Guarantor, first to (i) institute suit or exhaust its remedies against Borrower
      or others liable on the Loan or the Guaranteed Obligations or any other Person,
      (ii) enforce Lender’s rights against any collateral which shall ever have been
      given to secure the Loan, (iii) enforce Lender’s rights against any other
      guarantors of the Guaranteed Obligations, (iv) join Borrower or any others
      liable on the Guaranteed Obligations in any action seeking to enforce this
      Guaranty, (v) exhaust any remedies available to Lender against any collateral
      which shall ever have been given to secure the Loan, or (vi) resort to any
      other
      means of obtaining payment of the Guaranteed Obligations. Lender shall not
      be
      required to mitigate damages or take any other action to reduce, collect or
      enforce the Guaranteed Obligations.

     

    Section
      1.7 WAIVERS.
      Guarantor agrees to the provisions of the Loan Documents, and hereby waives
      notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance
      of this Guaranty, (iii) any amendment or extension of the Note or of any other
      Loan Documents, (iv) the execution and delivery by Borrower and Lender of any
      other loan or credit agreement or of Borrower’s execution and delivery of any
      promissory notes or other documents arising under the Loan Documents or in
      connection with the Property, (v) the occurrence of any breach by Borrower
      or
      Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed
      Obligations, or any part thereof, (vii) sale or foreclosure (or posting or
      advertising for sale or foreclosure) of any collateral for the Guaranteed
      Obligations, (viii) protest, proof of non-payment or default by Borrower, or
      (ix)
      any
      other action at any time taken or omitted by Lender, and, generally, all demands
      and notices of every kind in connection with this Guaranty, the Loan Documents,
      any documents or agreements evidencing, securing or relating to any of the
      Guaranteed Obligations.

     

    Section
      1.8 PAYMENT
      OF EXPENSES.
      In the
      event that Guarantor should breach or fail to timely perform any provisions
      of
      this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender
      all costs and expenses (including court costs and reasonable attorneys’ fees)
      incurred by Lender in the enforcement hereof or the preservation of Lender’s
      rights hereunder. The covenant contained in this section shall survive the
      payment and performance of the Guaranteed Obligations.

     

    Section
      1.9 EFFECT
      OF BANKRUPTCY.
      In the
      event that, pursuant to any insolvency, bankruptcy, reorganization, receivership
      or other debtor relief law, or any judgment, order or decision thereunder,
      Lender must rescind or restore any payment, or any part thereof, received by
      Lender in satisfaction of the Guaranteed Obligations, as set forth herein,
      any
      prior release or discharge from the terms of this Guaranty given to Guarantor
      by
      Lender shall be without effect, and this Guaranty shall remain in full force
      and
      effect. It is the intention of Borrower and Guarantor that Guarantor’s
      obligations hereunder shall not be discharged except by Guarantor’s performance
      of such obligations and then only to the extent of such
      performance.

     

    
      
        
        

      

      
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    Section
      1.10 DEFERRAL
      OF RIGHTS
      OF SUBROGATION, REIMBURSEMENT
      AND CONTRIBUTION.

     

    (a) Notwithstanding
      any payment or payments made by Guarantor hereunder, unless and until payment
      in
      full of the Debt (and including interest accruing on the Note after the
      commencement of a proceeding by or against Borrower under the Bankruptcy Code
      which interest the parties agree shall remain a claim that is prior and superior
      to any claim of Guarantor notwithstanding any contrary practice, custom or
      ruling in cases under the Bankruptcy Code) Guarantor will not assert or exercise
      any right of Lender or of Guarantor against Borrower to recover the amount
      of
      any payment made by Guarantor to Lender by way of subrogation, reimbursement,
      contribution, indemnity, or otherwise arising by contract or operation of law,
      and Guarantor shall not have any right of recourse to or any claim against
      assets or property of Borrower.

     

    (b) Until
      payment in full of the Debt (and including interest accruing on the Note after
      the commencement of a proceeding by or against Borrower under the Bankruptcy
      Code which interest the parties agree shall remain a claim that is prior and
      superior to any claim of Guarantor notwithstanding any contrary practice, custom
      or ruling in cases under the Bankruptcy Code), Guarantor agrees not to accept
      any payment or satisfaction of any kind of indebtedness of Borrower to Guarantor
      and hereby assigns such indebtedness to Lender, including the right to file
      proof of claim and to vote thereon in connection with any such proceeding under
      the Bankruptcy Code, including the right to vote on any plan of reorganization.
      If any amount of the type more particularly described in the first sentence
      of
      this Section 1.10(b) shall nevertheless be paid to Guarantor by Borrower prior
      to payment in full of all sums owed to Lender under the Loan Documents (the
      “Obligations”),
      such
      amount shall be held in trust for the benefit of Lender and shall forthwith
      be
      paid to Lender to be credited and applied to the Guaranteed Obligations, whether
      matured or unmatured.

     

    (c) The
      provisions of this Section 1.10 shall survive the termination of this Guaranty,
      and any satisfaction and discharge of Borrower by virtue of any payment, court
      order or any applicable law.

     

    Section
      1.11 INTENTIONALLY
      OMITTED.

     

    Section
      1.12 “BORROWER”.
      The
      term “Borrower”
as
      used
      herein shall include any new or successor corporation, association, partnership
      (general or limited), joint venture, limited liability company, trust or other
      individual or organization formed as a result of any merger, reorganization,
      sale, transfer, devise, gift or bequest of Borrower or any interest in
      Borrower.

     

    
      
        
        

      

      
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    ARTICLE
      2

    EVENTS
      AND CIRCUMSTANCES NOT REDUCING OR DISCHARGING GUARANTOR’S
      OBLIGATIONS

     

    Guarantor
      hereby consents and agrees to each of the following, and agrees that Guarantor’s
      obligations under this Guaranty shall not be released, diminished, impaired,
      reduced or adversely affected by any of the following, and waives any common
      law, equitable, statutory or other rights (including without limitation rights
      to notice) which Guarantor might otherwise have as a result of or in connection
      with any of the following:

     

    Section
      2.1 MODIFICATIONS.
      Any
      renewal, extension, increase, modification, alteration or rearrangement of
      all
      or any part of the Guaranteed Obligations, Note, Loan Documents, or other
      document, instrument, contract or understanding between Borrower and Lender,
      or
      any other parties, pertaining to the Guaranteed Obligations or any failure
      of
      Lender to notify Guarantor of any such action.

     

    Section
      2.2 ADJUSTMENT.
      Any
      adjustment, indulgence, forbearance or compromise that might be granted or
      given
      by Lender to Borrower or any Guarantor.

     

    Section
      2.3 CONDITION
      OF BORROWER
      OR GUARANTOR.
      The
      insolvency, bankruptcy, arrangement, adjustment, composition, liquidation,
      disability, dissolution or lack of power of Borrower, Guarantor or any other
      Person at any time liable for the payment of all or part of the Guaranteed
      Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease
      or
      transfer of any or all of the assets of Borrower or Guarantor, or any changes
      in
      the shareholders, partners or members of Borrower or Guarantor; or any
      reorganization of Borrower or Guarantor.

     

    Section
      2.4 INVALIDITY
      OF GUARANTEED
      OBLIGATIONS.
      The
      invalidity, illegality or unenforceability of all or any part of the Guaranteed
      Obligations, or any document or agreement executed in connection with the
      Guaranteed Obligations, for any reason whatsoever, including without limitation
      the fact that (i) the Guaranteed Obligations, or any part thereof, exceed the
      amount permitted by law, (ii) the act of creating the Guaranteed Obligations
      or
      any part thereof, is ultra vires, (iii) the officers or representatives
      executing the Note or the other Loan Documents or otherwise creating the
      Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed
      Obligations violate applicable usury laws, (v) Borrower has valid defenses,
      claims or offsets (whether at law, in equity or by agreement) which render
      the
      Guaranteed Obligations wholly or partially uncollectible from Borrower, (vi)
      the
      creation, performance or repayment of the Guaranteed Obligations (or the
      execution, delivery and performance of any document or instrument representing
      part of the Guaranteed Obligations or executed in connection with the Guaranteed
      Obligations, or given to secure the repayment of the Guaranteed Obligations)
      is
      illegal, uncollectible or unenforceable, or (vii) the Note or any of the other
      Loan Documents have been forged or otherwise are irregular or not genuine or
      authentic, it being agreed that Guarantor shall remain liable hereon regardless
      of whether Borrower or any other Person be found not liable on the Guaranteed
      Obligations or any part thereof for any reason.

     

    Section
      2.5 RELEASE
      OF OBLIGORS.
      Any
      full or partial release of the liability of Borrower on the Guaranteed
      Obligations, or any part thereof, or of any co-guarantors, or any other Person
      or entity now or hereafter liable, whether directly or indirectly, jointly,
      severally, or jointly and severally, to pay, perform, guarantee or assure the
      payment of the Guaranteed Obligations, or any part thereof, it being recognized,
      acknowledged and agreed by Guarantor that Guarantor may be required to pay
      the
      Guaranteed Obligations in full without assistance or support of any other
      Person, and Guarantor has not been induced to enter into this Guaranty on the
      basis of a contemplation, belief, understanding or agreement that other parties
      will be liable to pay or perform the Guaranteed Obligations, or that Lender
      will
      look to other parties to pay or perform the Guaranteed Obligations.

     

    
      
        
        

      

      
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    Section
      2.6 OTHER
      COLLATERAL.
      The
      taking or accepting of any other security, collateral or guaranty, or other
      assurance of payment, for all or any part of the Guaranteed
      Obligations.

     

    Section
      2.7 RELEASE
      OF COLLATERAL.
      Any
      release, surrender, exchange, subordination, deterioration, waste, loss or
      impairment (including without limitation negligent, willful, unreasonable or
      unjustifiable impairment) of any collateral, property or security, at any time
      existing in connection with, or assuring or securing payment of, all or any
      part
      of the Guaranteed Obligations.

     

    Section
      2.8 CARE
      AND
DILIGENCE.
      The
      failure of Lender or any other Person to exercise diligence or reasonable care
      in the preservation, protection, enforcement, sale or other handling or
      treatment of all or any part of such collateral, property or security, including
      but not limited to any neglect, delay, omission, failure or refusal of Lender
      (i) to take or prosecute any action for the collection of any of the Guaranteed
      Obligations, (ii) to foreclose, or initiate any action to foreclose, or, once
      commenced, prosecute to completion any action to foreclose upon any security
      therefor, or (iii) to take or prosecute any action in connection with any
      instrument or agreement evidencing or securing all or any part of the Guaranteed
      Obligations.

     

    Section
      2.9 UNENFORCEABILITY.
      The
      fact that any collateral, security, security interest or lien contemplated
      or
      intended to be given, created or granted as security for the repayment of the
      Guaranteed Obligations, or any part thereof, shall not be properly perfected
      or
      created, or shall prove to be unenforceable or subordinate to any other security
      interest or lien, it being recognized and agreed by Guarantor that Guarantor
      is
      not entering into this Guaranty in reliance on, or in contemplation of the
      benefits of, the validity, enforceability, collectibility or value of any of
      the
      collateral for the Guaranteed Obligations.

     

    Section
      2.10 OFFSET.
      The
      Note, the Guaranteed Obligations and the liabilities and obligations of
      Guarantor to Lender hereunder, shall not be reduced, discharged or released
      because of or by reason of any existing or future right of offset, claim or
      defense of Borrower against Lender, or any other Person, or against payment
      of
      the Guaranteed Obligations, whether such right of offset, claim or defense
      arises in connection with the Guaranteed Obligations (or the transactions
      creating the Guaranteed Obligations) or otherwise.

     

    Section
      2.11 MERGER.
      The
      reorganization, merger or consolidation of Borrower into or with any other
      corporation or entity.

     

    Section
      2.12 PREFERENCE.
      Any
      payment by Borrower to Lender is held to constitute a preference under
      bankruptcy laws, or for any reason Lender is required to refund such payment
      or
      pay such amount to Borrower or someone else.

     

    Section
      2.13 OTHER
      ACTIONS
      TAKEN
      OR
OMITTED.
      Any
      other action taken or omitted to be taken with respect to the Loan Documents,
      the Guaranteed Obligations, or the security and collateral therefor, whether
      or
      not such action or omission prejudices Guarantor or increases the likelihood
      that Guarantor will be required to pay the Guaranteed Obligations pursuant
      to
      the terms hereof, it is the unambiguous and unequivocal intention of Guarantor
      that Guarantor shall be obligated to pay the Guaranteed Obligations when due,
      notwithstanding any occurrence, circumstance, event, action, or omission
      whatsoever, whether or not contemplated, and whether or not otherwise or
      particularly described herein, which obligation shall be deemed satisfied only
      upon the full and final payment and satisfaction of the Guaranteed
      Obligations.

     

    
      
        
        

      

      
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    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor
      represents and warrants to Lender as follows:

     

    Section
      3.1 BENEFIT.
      Guarantor is an Affiliate of Borrower, is the owner of a direct or indirect
      interest in Borrower, and has received, or will receive, direct or indirect
      benefit from the making of this Guaranty with respect to the Guaranteed
      Obligations.

     

    Section
      3.2 FAMILIARITY
      AND
      RELIANCE.
      Guarantor is familiar with, and has independently reviewed books and records
      regarding, the financial condition of Borrower and is familiar with the value
      of
      any and all collateral intended to be created as security for the payment of
      the
      Note or Guaranteed Obligations; provided, however, Guarantor is not relying
      on
      such financial condition or the collateral as an inducement to enter into this
      Guaranty.

     

    Section
      3.3 NO
      REPRESENTATION
      BY
      LENDER.
      Neither
      Lender nor any other Person has made any representation, warranty or statement
      to Guarantor in order to induce Guarantor to execute this Guaranty.

     

    Section
      3.4 GUARANTOR’S
      FINANCIAL
      CONDITION.
      As of
      the date hereof, and after giving effect to this Guaranty and the contingent
      obligation evidenced hereby, Guarantor is, and will be, Solvent.

     

    Section
      3.5 LEGALITY.
      The
      execution, delivery and performance by Guarantor of this Guaranty and the
      consummation of the transactions contemplated hereunder do not, and will not,
      contravene or conflict with any law, statute or regulation whatsoever to which
      Guarantor is subject or constitute a default (or an event which with notice
      or
      lapse of time or both would constitute a default) under, or result in the breach
      of, any indenture, mortgage, deed of trust, charge, lien, or any contract,
      agreement or other instrument to which Guarantor is a party or which may be
      applicable to Guarantor. This Guaranty is a legal and binding obligation of
      Guarantor and is enforceable in accordance with its terms, except as limited
      by
      bankruptcy, insolvency or other laws of general application relating to the
      enforcement of creditors’ rights.

     

    Section
      3.6 SURVIVAL.
      All
      representations and warranties made by Guarantor herein shall survive the
      execution hereof.

     

    
      
        
        

      

      
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    Section
      3.7 REVIEW
      OF
      DOCUMENTS.
      Guarantor has had the opportunity to examine the Note and all of the Loan
      Documents.

     

    Section
      3.8 LITIGATION.
      Except
      as otherwise disclosed to Lender, there are no proceedings pending or, so far
      as
      Guarantor knows, threatened before any court or administrative agency which,
      if
      decided adversely to Guarantor, would materially adversely affect the financial
      condition of Guarantor or the authority of Guarantor to enter into, or the
      validity or enforceability of, this Guaranty.

     

    Section
      3.9 TAX
      RETURNS.
      Guarantor
      has filed all required federal, state and local tax returns and has paid all
      taxes as shown on such returns as they have become due. No claims have been
      assessed and are unpaid with respect to such taxes.

     

    Section
      3.10. REPRESENTATIONS
      AND
      WARRANTY.
      Guarantor hereby represents, warrants and covenants that Guarantor's net worth
      is, and at all times while this Agreement shall be in effect, shall be not
      less
      than $10,000,000.00.

     

    ARTICLE
      4

    SUBORDINATION
      OF CERTAIN INDEBTEDNESS

     

    Section
      4.1 SUBORDINATION
      OF
      ALL
      GUARANTOR
      CLAIMS.
      As
      used
      herein, the term “Guarantor
      Claims”
shall
      mean all debts and liabilities of Borrower to Guarantor, whether such debts
      and
      liabilities now exist or are hereafter incurred or arise, or whether the
      obligations of Borrower thereon are direct, contingent, primary, secondary,
      several, joint and several, or otherwise, and irrespective of whether such
      debts
      or liabilities be evidenced by note, contract, open account, or otherwise,
      and
      irrespective of the Person or Persons in whose favor such debts or liabilities
      may, at their inception, have been, or may hereafter be created, or the manner
      in which they have been or may hereafter be acquired by Guarantor. The Guarantor
      Claims shall include, without limitation, all rights and claims of Guarantor
      against Borrower (arising as a result of subrogation or otherwise) as a result
      of Guarantor’s payment of all or a portion of the Guaranteed Obligations to the
      extent the provisions of Section
      1.10
      hereof
      are unenforceable. Upon the occurrence and during the continuance of a Default,
      Guarantor shall not receive or collect, directly or indirectly, from Borrower
      or
      any other Person any amount upon the Guarantor Claims.

     

    Section
      4.2 CLAIMS
      IN
      BANKRUPTCY.
      In
      the
      event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief,
      or other insolvency proceedings involving Guarantor as debtor, Lender shall
      have
      the right to prove its claim in any such proceeding so as to establish its
      rights hereunder and receive directly from the receiver, trustee or other court
      custodian dividends and payments which would otherwise be payable upon Guarantor
      Claims. Guarantor hereby assigns such dividends and payments to Lender. Should
      Lender receive, for application upon the Guaranteed Obligations, any such
      dividend or payment which is otherwise payable to Guarantor, and which, as
      between Borrower and Guarantor, shall constitute a credit upon the Guarantor
      Claims, then upon payment to Lender in full of the Guaranteed Obligations,
      Guarantor shall become subrogated to the rights of Lender to the extent that
      such payments to Lender on the Guarantor Claims have contributed toward the
      liquidation of the Guaranteed Obligations, and such subrogation shall be with
      respect to that portion of the Guaranteed Obligations which would have been
      unpaid if Lender had not received dividends or payments upon the Guarantor
      Claims.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      4.3 PAYMENTS
      HELD
      IN
      TRUST.
      In
      the
      event that, notwithstanding anything to the contrary in this Guaranty, Guarantor
      should receive any funds, payment, claim or distribution which is prohibited
      by
      this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal
      to
      the amount of all funds, payments, claims or distributions so received, and
      agrees that it shall have absolutely no dominion over the amount of such funds,
      payments, claims or distributions so received except to pay them promptly to
      Lender, and Guarantor covenants promptly to pay the same to Lender.

     

    Section
      4.4 LIENS
      SUBORDINATE.
      Guarantor
      agrees that any liens, security interests, judgment liens, charges or other
      encumbrances upon Borrower’s assets securing payment of the Guarantor Claims
      shall be and remain inferior and subordinate to any liens, security interests,
      judgment liens, charges or other encumbrances upon Borrower’s assets securing
      payment of the Guaranteed Obligations, regardless of whether such encumbrances
      in favor of Guarantor or Lender presently exist or are hereafter created or
      attach. Without the prior written consent of Lender, Guarantor shall not (i)
      exercise or enforce any creditor’s right it may have against Borrower, or (ii)
      foreclose, repossess, sequester or otherwise take steps or institute any action
      or proceedings (judicial or otherwise, including without limitation the
      commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
      debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds
      of trust, security interests, collateral rights, judgments or other encumbrances
      on assets of Borrower held by Guarantor.

     

    ARTICLE
      5

    MISCELLANEOUS

     

    Section
      5.1 NO
      WAIVER; REMEDIES
      CUMULATIVE.
      No
      failure or delay on the part of Lender in exercising any right, remedy, power
      or
      privilege hereunder or under the other Loan Documents and no course of dealing
      between Guarantor and Lender shall operate as a waiver thereof, nor shall any
      single or partial exercise of any right, remedy, power or privilege hereunder
      or
      under the other Loan Documents preclude any other or further exercise thereof
      or
      the exercise of any other right, remedy, power or privilege hereunder or
      thereunder. The rights and remedies provided herein and in the other Loan
      Documents are cumulative and not exclusive of any rights or remedies provided
      by
      law. The giving of notice to or demand on Guarantor which notice or demand
      is
      not required hereunder or under the other Loan Documents shall not entitle
      Guarantor to any other or further notice or demand in similar or other
      circumstances or constitute a waiver of the rights, remedies, powers or
      privileges of Lender in any circumstances not requiring notice or
      demand.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      5.2 NOTICES.
      All
      notices, requests and other communications to any party hereunder or under
      the
      Note shall be given in the manner set forth in Article XI of the Security
      Instrument, and to each addressee at the address set forth below:

    

      
        	
                Guarantor:

              	 	
                c/o
                  The Lightstone Group

              
	 	 	
                326
                  Third Street

              
	 	 	
                Lakewood,
                  New Jersey 08701

              
	 	 	
                Attention:
                  David Lichtenstein

              
	 	 	
                Facsimile
                  No.: 

              
	 	 	 
	
                With
                  a copy to:

              	 	
                Hirschler
                  Fleischer

              
	 	 	
                2100
                  E. Cary Street

              
	 	 	
                Richmond,
                  Virginia 23223

              
	 	 	
                Attention:
                  David F. Belkowitz, Esq.

              
	 	 	
                Fax
                  No.: (804-644-0957

              
	 	 	 
	
                Lender:
                  

              	 	
                Wachovia
                  Bank, National Association

              
	 	 	
                Commercial
                  Real Estate Services

              
	 	 	
                8739
                  Research Drive URP - 4, NC 1075

              
	 	 	
                Charlotte,
                  North Carolina 28262

              
	 	 	
                Facsimile
                  No.: (704) 374-6435

              
	 	 	 
	
                With
                  a copy to: 

              	 	
                Winston
                  & Strawn LLP

              
	 	 	
                200
                  Park Avenue

              
	 	 	
                New
                  York, New York 10166 

              
	 	 	
                Attn:
                  Corey A. Tessler, Esq.

              
	 	 	
                Facsimile
                  No.: (212) 294-4700

              


      

    

     

    or
      such
      other address as Guarantor or Lender shall hereafter specify by not less than
      ten (10) days prior written notice as provided herein; provided, however, that
      notwithstanding any provision of this Section to the contrary, such notice
      of
      change of address shall be deemed given only upon actual receipt thereof.
      Rejection or other refusal to accept or the inability to deliver because of
      changed addresses of which no notice was given as herein required shall be
      deemed to be receipt of the notice, demand, statement, request or
      consent.

     

    Section
      5.3 GOVERNING
      LAW; JURISDICTION.
      This
      Guaranty shall be governed by and construed in accordance with the laws of
      the
      State of Nebraska and the applicable laws of the United States of America.
      Guarantor hereby irrevocably submits to the jurisdiction of any court of
      competent jurisdiction located in the State of Nebraska in connection with
      any
      proceeding out of or relating to this Guaranty.

     

    Section
      5.4 INVALID
      PROVISIONS.
      If any
      provision of this Guaranty is held to be invalid, illegal or unenforceable
      in
      any respect, this Guaranty shall be construed without such
      provision.

     

    Section
      5.5 AMENDMENTS.
      The
      terms of this Guaranty, together with the terms of the other Loan Documents,
      constitute the entire understanding and agreement of the parties hereto and
      supersede all prior agreements, understandings and negotiations between
      Guarantor and Lender with respect to the Guaranteed Obligations. This Guaranty,
      and any provisions hereof, may not be modified, amended, waived, extended,
      changed, discharged or terminated orally or by any act on the part of Guarantor
      or Lender, but only by an agreement in writing signed by the party against
      whom
      enforcement of any modification, amendment, waiver, extension, change, discharge
      or termination is sought.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      5.6 PARTIES
      BOUND; ASSIGNMENT.
      This
      Guaranty shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors, assigns and legal representatives; provided,
      however, that Guarantor may not, without the prior written consent of Lender,
      assign any of its rights, powers, duties or obligations hereunder.

     

    Section
      5.7 HEADINGS; CONSTRUCTION
      OF
      DOCUMENTS; DEFINITIONS.
      The
      headings and captions of various sections of this Guaranty are for convenience
      of reference only and are not to be construed as defining or limiting, in any
      way, the scope or intent of the provisions hereof. Guarantor acknowledges that
      it was represented by competent counsel in connection with the negotiation
      and
      drafting of this Guaranty and the other Loan Documents and that neither this
      Guaranty nor the other Loan Documents shall be subject to the principle of
      construing the meaning against the Person who drafted same. All capitalized
      terms not otherwise defined herein shall have the meanings set forth in the
      Security Instrument.

     

    Section
      5.8 RECITALS.
      The
      recital and introductory paragraphs hereof are a part hereof, form a basis
      for
      this Guaranty and shall be considered prima
      facie
      evidence
      of the facts and documents referred to therein.

     

    Section
      5.9 COUNTERPARTS.
      To
      facilitate execution, this Guaranty may be executed in as many counterparts
      as
      may be convenient or required. It shall not be necessary that the signature
      or
      acknowledgment of, or on behalf of, each party, or that the signature of all
      Persons required to bind any party, or the acknowledgment of such party, appear
      on each counterpart. All counterparts shall collectively constitute a single
      instrument. It shall not be necessary in making proof of this Guaranty to
      produce or account for more than a single counterpart containing the respective
      signatures of, or on behalf of, and the respective acknowledgments of, each
      of
      the parties hereto. Any signature or acknowledgment page to any counterpart
      may
      be detached from such counterpart without impairing the legal effect of the
      signatures or acknowledgments thereon and thereafter attached to another
      counterpart identical thereto except having attached to it additional signature
      or acknowledgment pages.

     

    Section
      5.10 CUMULATIVE
      RIGHTS.
      The
      rights of Lender under this Guaranty shall be separate, distinct and cumulative
      and none shall be given effect to the exclusion of the others. No act of Lender
      shall be construed as an election to proceed under any one provision herein
      to
      the exclusion of any other provision. Lender shall not be limited exclusively
      to
      the rights and remedies herein stated but shall be entitled, subject to the
      terms of this Guaranty, to every right and remedy now or hereafter afforded
      by
      law.

     

    Section
      5.11 WAIVER
      OF
      COUNTERCLAIM
      AND
      RIGHT
      TO
      TRIAL
      BY
      JURY.
      GUARANTOR HEREBY WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A
      COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY
      LENDER OR ITS AGENTS, AND WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER OR IN ANY COUNTERCLAIM
      GUARANTOR MAY BE PERMITTED TO ASSERT HEREUNDER OR WHICH MAY BE ASSERTED BY
      LENDER OR ITS AGENTS AGAINST GUARANTOR, OR IN ANY MATTERS WHATSOEVER ARISING
      OUT
      OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY, THE DEBT OR THE GUARANTEED
      OBLIGATIONS.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the day and
      year first above written.

    
      	 	 	 
	 	
              GUARANTOR:

            
	 	 
	 	LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT
              TRUST, INC., a Maryland corporation
	 
 	 
 	 
 
	
            	By:  	David
              Lichtenstein 
	 	
              

              Name:
                David Lichtenstein

              Title:
                President

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	STATE OF NEBRASKA 	)
	 	
              )
                ss.

            
	COUNTY OF ___________________	)


    

     

    The
      foregoing instrument was acknowledged before me this ______ day of December,
      2006 by _________________ as ____________________ of LIGHSTONE VALUE PLUS REAL
      ESTATE INVESTMENT TRUST, INC., a Maryland corporation, on behalf of the
      corporation.

     

    
      	
            	 	 	
            
	
            	 	 	
              

              Signature
                of Notary Public

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    (Legal
      Description)

     

    Attached
      to and forming a part of file number: CRS22144

     

    Parcel
      1:

     

    Lots
      1,
      2, 13 and 14, Oak View Plaza 3rd Platting, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska, EXCEPT that part
      of
      said Lot 13 dedicated for street widening as filed within Book 1280 at Page
      429
      of the Miscellaneous Records of Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth in Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded in Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336, and Second Amendment to
      Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    And
      also
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19,1996 in Book 2043 at Page 318
      of
      the Deed Records; And also together with Beneficial RIGHT-OF-WAY EASEMENT,
      recorded June 25,1987 in Book 818 at Page 626 of the Miscellaneous
      Records

     

    And
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at Page 645 of the Miscellaneous Records;

     

    And
      also
      Together with SANITARY, STORM SEWER AND UTILITY EASEMENT and recorded November
      23, 1992 in Book 1043 at Page 701 of the Miscellaneous Records; And also
      together with Permanent Building Encroachment Easement set forth by instrument
      filed August 22, 2000 in Book 1348 at Page 702

     

    all
      of
      the Records of Douglas County, Nebraska; subject to all liens and encumbrances
      affecting the same.

     

    Parcel
      2:

     

    Lot
      1,
      Oak View Plaza (3rd Platting) Replat Three, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth In Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded In Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336, and Second Amendment to
      Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    And
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19, 1996 in Book 2043 at Page 318
      of
      the Deed Records; and also together with Reciprocal Access, Parking and rights
      of ingress/egress as set forth within the Reciprocal Easement Agreement recorded
      September 19,1997 in Book 1222 at Page 699;

     

    and
      also
      together with Beneficial RIGHT-OF-WAY EASEMENT recorded June 25,1987 in Book
      818
      at Page 626 of the Miscellaneous Records;

     

    and
      also
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at Page 645 of the Miscellaneous Records; and also Together
      with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded November 23, 1992
      in
      Book 1043 at Page 701 of the Miscellaneous Records;

     

    and
      also
      together with non-exclusive easement rights set forth within Deed of Easement
      for Subsurface Construction Elements set forth within the instrument filed
      September 14, 2004 as instrument number 2004122176 all of the Records of Douglas
      County, Nebraska; subject to all liens and encumbrances affecting the
      same.

     

    Parcel
      3:

     

    Lot
      1,
      Oak View Plaza (3rd Platting) Replat Four, an Addition to the City of Omaha,
      as
      surveyed, platted and recorded in Douglas County, Nebraska.

     

    Together
      with Reciprocal Access, Parking and Utility rights as set forth in Declaration
      of Protective Covenants recorded in Book 815 at Page 326 and Amendment to
      Declaration of Protective Covenants recorded in Book 1019 at Page 142 and in
      Declaration of Covenants, Easements and Restrictions recorded in Book 1030
      at
      Page 603 and First Amendment to Declaration of Covenants, Easements and
      Restrictions recorded in Book 1049 at Page 336,

     

    and
      Second Amendment to Declaration of Covenants recorded May 17, 2006 as Instrument
      No.2005056364;

     

    and
      also
      together with rights of ingress and egress as set forth upon the Plat of Oak
      View Plaza (3rd Platting), filed September 19,1996 in Book 2043 at Page 318
      of
      the Deed Records;

     

    and
      also
      together with Reciprocal Access, Parking and rights of ingress/egress as set
      forth within the Reciprocal Easement Agreement recorded September 19, 1997
      in
      Book 1222 at Page 699;

     

    and
      also
      together with Beneficial RIGHT-OF-WAY EASEMENT, recorded June 25,1987 in Book
      818 at Page 626 of the Miscellaneous Records;

     

    and
      also
      together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded September
      11,
      1992 in Book 1030 at rage 645 of the Miscellaneous Records;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    and
      also
      Together with SANITARY, STORM SEWER AND UTILITY EASEMENT recorded November
      23,
      1992 in Book 1043 at Page 701 of the Miscellaneous Records;

     

    and
      also
      together with non-exclusive easement rights set forth within Deed of Easement
      for Subsurface Construction Elements set forth within the instrument filed
      May
      17, 2005 as instrument number 2005056363, as further amended pursuant to the
      Amended Deed of Easement for Subsurface Construction Elements filed July 1,
      2005
      as instrument number 2005076870, all of the Records of Douglas County, Nebraska;
      subject to all liens and encumbrances affecting the same.

     

    
      
        
        

      

      
        17