**AMENDMENT
      TO**


**THE
      ADVISORY AGREEMENT**


**AMONG**


**LIGHTSTONE
      VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.,**


**LIGHTSTONE
      VALUE PLUS REIT LP**


**and**


**LIGHTSTONE
      VALUE PLUS REIT LLC**





This
      Amendment (this “ Amendment ”)
      to the
      Advisory Agreement dated as of April 22, 2005 (the “ Advisory
      Agreement ”),
      among
      Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation
      (the “ Company ”),
      Lightstone Value Plus REIT LP, a Delaware limited partnership (the “ OP ”),
      and
      Lightstone Value Plus REIT LLC, a Delaware limited liability company (the
“ Advisor ”),
      is
      made as of May 2, 2008 among the parties hereto. Capitalized terms used but
      not
      defined in this Amendment shall have the meanings specified in the Advisory
      Agreement.




RECITALS




**WHEREAS** ,
      the
      Company, on its own behalf and as general partner to the OP, entered into the
      Advisory Agreement to avail itself of the experience, sources of information,
      advice and assistance of the Advisor, and the Advisor entered into the Advisory
      Agreement to provide such services on the terms and conditions therein;




**WHEREAS** ,
      the
      parties hereto wish to amend the Advisory Agreement to revise the definition
      of
“Average Invested Assets” to confirm how Average Invested Assets is determined
      when the Company invests in a joint venture.




**NOW,
      THEREFORE** ,
      in
      consideration of the mutual covenants, representations, warranties, and
      agreements contained herein, and for other valuable consideration, the receipt
      and legal sufficiency of which are hereby acknowledged, the parties hereto
      agree
      as follows:




1.  Amendment
      to Section 1(e) .
      Section
      1(e) of the Advisory Agreement is hereby amended and restated to read as
      follows:




“
      *Average Invested Assets*” shall mean the average, at the end of each
      calendar month  during the calendar quarter in respect of which an Asset
      Management Fee is being  calculated, of the aggregate book value of the
      Advisees’ assets invested in equity interests  in and loans secured by real
      estate, before reserves for depreciation or bad debt or other  similar
      non-cash reserves. For an equity interest in real estate owned in joint venture,
      the  calculation of Average Invested Assets shall take into consideration
      the underlying joint  venture's aggregate book value for the equity
      interest.





2.  Governing
      Law .
      This
      Amendment shall be construed in accordance with and governed by the laws of
      the
      State of New York.




3.  Counterparts .
      This
      Amendment may be executed in counterparts, which shall be treated as originals
      for all purposes, and all so executed shall constitute one
      agreement.




*Amendment
      to Advisory Agreement*





4.  No
      Other Amendment .
      Except
      as expressly modified by this Amendment, all terms and conditions of the
      Advisory Agreement shall remain unchanged and remain in full force and effect.




*[Signature
      page follows.]*




*Amendment
      to Advisory Agreement*





IN
      WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the
      date first above written.


LIGHTSTONE
                  VALUE PLUS REAL ESTATEINVESTMENT
                  TRUST, INC.By:Name:
                  David LichtensteinTitle:
                  Chief Executive OfficerLIGHTSTONE
                  VALUE PLUS REIT LPBy:
              Lightstone
                  Value Plus Real Estate InvestmentTrust,
                  its General PartnerBy:Name:
                  David LichtensteinTitle:
                  Chief Executive OfficerLIGHTSTONE
                  VALUE PLUS REIT LLCBy:Name:
                  David LichtensteinTitle:
                  Authorized Person





*Amendment
      to Advisory Agreement*