**EXHIBIT 10.2****FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT**This **FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT**(this “**Amendment**”) is dated as of April 4, 2006and entered into by and between **WINSTON FINANCE PARTNERS LLC**(“**Seller**”) and **MARATHON STRUCTUREDFINANCE FUND, L.P.**(“**Buyer**”), and is made with reference to that certain Master RepurchaseAgreement dated as of October 5, 2004, as amended (the “**Master Agreement**”), between Seller andBuyer. Capitalized terms used herein without definition shall have the same meanings herein as setforth in the Master Agreement.**RECITALS**WHEREAS, Seller and Buyer desire to amend the Master Agreement to reduce the Pricing Spread fornon-Construction Loans to 2.75% and for Construction Loans to 3.00%, and to have Seller’saffiliate, Winston Hotels Inc., guaranty payment to Buyer of all payments due with respect toConstruction Loans.**NOW, THEREFORE,**in consideration of the premises and the agreements, provisions and covenantsherein contained, the parties hereto agree as follows:**Section 1.****AMENDMENTS TO THE MASTER AGREEMENT****1.1****Amendments to Provisions Relating to Defined Terms**The column labeled Pricing Spread in Schedule 2 is hereby amended as of the Amendment EffectiveDate (as hereinafter defined) by replacing 4.50% with 2.75% and by replacing 5.50% with 3.00% eachplace those figures appear.**1.2****Amendments to Section 3: Guaranty**Subsection 3.02 of the Master Agreement is hereby amended by adding paragraph (v) as follows:“The guaranty from Winston Hotels Inc. in the form of Exhibit XI remains in full force and effect.”**1.3****Amendments to Table of Contents and Exhibits.**The Table of Contents is hereby amended by adding “Exhibit XI—Form of Guaranty of Winston HotelsInc.” and by adding the form of guaranty appended to this Agreement to the Master Agreement.**1.4****Underlying Documents****.**The underlying loan documents will be amended consistent with the terms of this Amendment, butshall be deemed so modified as of the Amendment Effective Date.**1.5****Construction Loan Stabilization****.**When a Construction Loan has “Stabilized” the loan will be treated as a non-Construction Loan, thePricing Spread shall be reduced to 2.75% and the Winston Guaranty with respect to that specificloan will be released by operation of the terms of the Winston Guaranty. “Stabilized” shall mean,with respect to a particular loan, the property subject to such loan is open to the public, fullyoperational for its intended purpose, and is generating positive net operating income, or isreasonably expected to generate positive net operating income (based on projections reasonablysatisfactory to Buyer), all as reasonably determined by Buyer at the written request of Seller.
 

 
**Section 2. CONDITIONS TO EFFECTIVENESS**Section 1 of this Amendment shall become effective only upon the satisfaction of all of thefollowing conditions precedent (the date of satisfaction of such conditions being referred toherein as the “**Amendment Effective Date**”):**A.**On or before the Amendment Effective Date, Seller shall deliver to Buyers (or to Buyer forBuyers with sufficient originally executed copies, where appropriate, for each Buyer and itscounsel) copies of this Amendment, executed by Seller.**B.**On or before the Amendment Effective Date, all corporate and other proceedings taken or to betaken in connection with the transactions contemplated hereby and all documents incidental theretonot previously found acceptable by Buyer, acting on behalf of Buyers, and its counsel shall besatisfactory in form and substance to Buyer and such counsel, and Buyer and such counsel shall havereceived all such counterpart originals or certified copies of such documents as Buyer mayreasonably request.**Section 3. SELLER’S REPRESENTATIONS AND WARRANTIES**In order to induce Buyers to enter into this Amendment and to amend the Master Agreement in themanner provided herein, Seller represents and warrants to each Buyer that the following statementsare true, correct and complete:**A. Corporate Power and Authority**. Seller has all requisite corporate power and authority to enterinto this Amendment and to carry out the transactions contemplated by, and perform its obligationsunder, the Master Agreement as amended by this Amendment (the “**Amended Agreement**”).**B. Authorization of Agreements**. The execution and delivery of this Amendment and the performanceof the Amended Agreement have been duly authorized by all necessary corporate action on the part ofSeller.**C. No Conflict**. The execution and delivery by Seller of this Amendment and the performance bySeller of the Amended Agreement do not and will not (i) violate any provision of any law or anygovernmental rule or regulation applicable to Seller or any of its Subsidiaries, the Certificate orArticles of Incorporation or Bylaws of Seller or any of its Subsidiaries or any order, judgment ordecree of any court or other agency of government binding on Seller or any of its Subsidiaries;(ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both)a default under any Contractual Obligation of Seller or any of its Subsidiaries; (iii) result in orrequire the creation or imposition of any Lien upon any of the properties or assets of Seller orany of its Subsidiaries; or (iv) require any approval of stockholders or any approval or consent ofany Person under any Contractual Obligation of Seller or any of its Subsidiaries.**D. Governmental Consents**. The execution and delivery by Seller of this Amendment and theperformance by Seller of the Amended Agreement do not and will not require any registration with,consent or approval of, or notice to, or other action to, with or by, any federal, state or othergovernmental authority or regulatory body.**E. Binding Obligation**. This Amendment and the Amended Agreement have been duly executed anddelivered by Seller and are the legally valid and binding obligations of Seller, enforceableagainst Seller in accordance with their respective terms, except as may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rightsgenerally or by equitable principles relating to enforceability.**G. Absence of Default**. No event has occurred and is continuing or will result from theconsummation of the transactions contemplated by this Amendment that would constitute a Default orEvent of Default.
 

 
**Section 4. MISCELLANEOUS****A. Reference to and Effect on the Master Agreement and the Other Loan Documents**.(i) On and after the Amendment Effective Date, each reference in the Master Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the MasterAgreement, “thereunder”, “thereof” or words of like import referring to the Master Agreement shallmean and be a reference to the Amended Agreement.(ii) Except as specifically amended by this Amendment, the Master Agreement shall remain in fullforce and effect and are hereby ratified and confirmed.(iii) The execution, delivery and performance of this Amendment shall not, except as expresslyprovided herein, constitute a waiver of any provision of, or operate as a waiver of any right,power or remedy of Buyer under, the Master Agreement.(iv) This Amendment shall not apply to any Transactions consummated prior to the date hereof.**B. Fees and Expenses**. Seller acknowledges that all costs, fees and expenses incurred by Buyer andits counsel with respect to this Amendment and the documents and transactions contemplated herebyshall be for the account of Seller.**C. Headings**. Section and subsection headings in this Amendment are included herein for convenienceof reference only and shall not constitute a part of this Amendment for any other purpose or begiven any substantive effect.**D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BEGOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATEOF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THESTATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.****E. Counterparts; Effectiveness**. This Amendment may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame instrument; signature pages may be detached from multiple separate counterparts and attachedto a single counterpart so that all signature pages are physically attached to the same document.**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be duly executed and deliveredby their respective officers thereunto duly authorized as of the date first written above.         **WINSTON FINANCE PARTNERS LLC**           By: /s/ Jacob A. Darling    Name:  Jacob A. Darling    Title: Vice President           **MARATHON STRUCTURED FINANCE FUND, L.P.**           By: /s/ Andrew Rabinowitz    Name:  Andrew Rabinowitz    Title: CFO, COO