Purchase Agreement


    
      

      

    

     

    

      Exhibit
        10.2

      


      AGREEMENT

      


      AGREEMENT
        made
        as
        of December 31, 2006, (the Effective Date) between Equity Inns TRS Holdings,
        Inc., a Tennessee corporation, whose principal business address is c/o Equity
        Inns Partnership, L.P., 7700 Wolf River Boulevard, Germantown, TN 38138,
        (Purchasing Member) and Phillip H. McNeill, Jr. whose address is c/o Equity
        Inns, Inc., 7700 Wolf River Boulevard, Germantown, TN 38138 ( Selling
        Member).

      


      RECITALS

      


      	A.  	
              Purchasing
                Member and Selling Member are members of GHII, LLC, a Tennessee Limited
                Liability Company (GHII) formed as of January 1, 2002, for the purpose
                of
                procuring, selling and installing furniture, fixtures and equipment
                to
                various accounts.

            


      	B.  	
              Purchasing
                Member owns Forty-five percent (45%) of the membership units of GHII
                and
                Selling Member owns Two and One-Half percent (2.5%) of the membership
                units (Seller’s Units) of GHII. The remaining membership units of GHII are
                owned by entities not connected with this
                transaction.

            


      	C.  	
              As
                of the Effective Date, Selling Member wants to sell the Seller’s Units for
                the consideration hereinafter set forth and Purchasing Member wants
                to
                purchase the Seller’s Units for the consideration and pursuant to the
                terms of this Agreement.

            


      


      NOW,
        THEREFORE, in
        consideration of the mutual covenants and consideration contained herein,
        Purchasing Member and Selling Member agree as follows:

      


      	1.  	
              Selling
                Member hereby sells, transfers, and assigns to Purchasing Member
                all of
                its right, title and interest in and to the Seller’s Units for the total
                cash consideration of $657,000 to be paid to Selling Member on January
                3,
                2007. Selling Member warrants that it owns the Seller’s Units and that the
                Seller’s Units are unencumbered and may be sold as set forth herein
                without restriction or violation or contravention of any contract
                or
                agreement. In addition to the above consideration, Selling Member
                shall be
                entitled to receive and shall be paid all distributions of income
                related
                to Seller’s Units for calendar year 2006.


            


      


      	2  	
              Selling
                Member will promptly execute and deliver any additional documents
                that may
                be reasonably required to complete the sale of the Seller’s Units to
                Purchasing Member.

            


      


      3.
        This
        Agreement will be binding and inure to the benefit of the parties hereto
        and
        their respective successors and assigns.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      4.
        Purchasing Member and Selling Member agree that the closing of this transaction
        shall be on the Effective Date written above.

      


      IN
        WITNESS WHEREOF, Purchasing
        Member and Selling Member have executed this Agreement effective as of the
        Effective Date first above written.

      


      


      Purchasing
        Member:

      Equity
        Inns TRS Holdings, Inc.

      


      By:
        /s/
        J.
        Mitchell Collins

      


      Its:
        Executive
        Vice President

      


      


      Selling
        Member:

      


      


      /s/
        Phillip H. McNeill, Jr.

      Phillip
        H. McNeill, Jr.