FIRST
      AMENDMENT TO


AGREEMENT
      OF ASSIGNMENT OF PARTNERSHIP INTERESTS





THIS
      FIRST AMENDMENT TO AGREEMENT OF ASSIGNMENT OF PARTNERSHIP INTERESTS (the
“Amendment”) is made this ___ day of __________, 2008, by and between AMERICAN
      REALTY CAPITAL, LLC (“ARC”), WILLIAM M. KAHANE, an individual (“Kahane”),
      NICHOLAS S. SCHORSCH, an individual (“Schorsch”), LOU DAVIS, an individual
      (“Davis”) and PETER and MARIA WIRTH, husband and wife (the “Wirths”),
      hereinafter sometimes collectively called "Assignors”, and AMERICAN REALTY
      CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“ARCOPLP”)
      and ARCOP, LLC, a Delaware limited liability company (“ARCOPLLC”, collectively
      with ARCOPLP, “Assignee”).




W I T N E S S E T H :




A.  On
      or
      around February 12, 2008, the parties hereto executed that certain Agreement
      of
      Assignment of Partnership Interests (the “Agreement”) wherein the Assignors
      agreed to accept 334,000 of the partnership shares in ARCOPLP at Closing.
      Capitalized terms used herein and not otherwise defined shall have the meaning
      ascribed to them in the Agreement.




B.  The
      parties hereto now wish to amend the Agreement on the terms and conditions
      set
      forth below




AGREEMENT :




NOW
      THEREFORE, in consideration of the mutual covenants and promises herein
      contained, the parties hereto, intending to be legally bound hereby, agree
      as
      follows:




1.  The
      first
      paragraph of Section 2 is deleted and replaced with the following:




Assumption
      Price for the Partnership Interest .
      The
      Assumption Price for the Partnership Interest being sold hereunder is agreed
      to
      be the sum of Ten Million Forty-Seven Thousand Five Hundred Twenty and 00/100
      Dollars ($10,047,520.00) which sum Assignee agrees to pay to Assignors by wire
      of immediately available funds to Assignors' account at Closing (i) subject
      to the
      prorations and adjustments, if any, provided under this Agreement, (ii) plus any
      other amounts required to be paid by Assignee to Assignors at Closing, (iii) less the
      outstanding principal balance of the Existing Loan (as defined hereinafter)
      and
      (iv) less any
      other amounts to be paid by Assignors to Assignee at Closing (the “Assumption
      Price”).. Notwithstanding the foregoing, in lieu of paying the Assumption Price
      in cash for the Partnership Interests, Assignee shall assign, sell and convey
      to
      Assignors shares in American Realty Capital Trust, Inc., a Maryland corporation,
      as shown on Schedule A hereto.




2.  Except
      as
      otherwise provided herein, the Agreement shall remain unmodified and in full
      force and effect.




This
      Amendment may be executed in one or more counterparts, and each of such
      counterparts, taken together, shall constitute one and the same
      instrument.









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      of page intentionally left blank]




-
          2
          -


IN
      WITNESS WHEREOF, the parties have executed and delivered this Amendment as
      of
      the date first above written.




ASSIGNEE:AMERICAN
                REALTY CAPITAL OPERATINGPARTNERSHIP,
                L.P., a Delaware limitedpartnershipBy:
            American
                Realty Capital Trust, Inc., itsgeneral
                partner





By:


Name:


Its:




ARCOP,
                LLC




By:
 Name:
 Its:





[Signatures
      continue on following page]










ASSIGNORS:WILLIAM
                M. KAHANENICHOLAS
                S. SCHORSCHLOU
                DAVISMARIA
                WIRTHPETER
                WIRTHAMERICAN
                REALTY CAPITAL, LLC




By:
 Name:
 Its:







Schedule
      A





Limited
                Partner
            
            Equity %
            
            Allocation of
              Net Selling Price
            
            Allocation of
              shares (b)American
                Realty Capital, LLC
            
            
            1.00
            %
            $
            30,825.20
            
            
            3,425.02Nicholas
                S. Schorsch
            
            
            14.33
            %
            
            441,725.12
            
            
            49,080.57Willam
                M. Kahane
            
            
            14.33
            %
            
            441,725.12
            
            
            49,080.57Lou
                Davis
            
            
            32.40
            %
            
            998,736.48
            
            
            110,970.72Peter
                and Maria Wirth
            
            
            37.94
            %
            
            1,169,508.09
            
            
            129,945.34100.00
            %
            $
            3,082,520.00
            (a)
            
            342,502.22




(a)
      -
      Based on original purchase price of $10,047,520 less mortgage debt of
      $6,965,000.


(b)
      -
      Shares issued at $9.00 per unit as consideration for contribution.