AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN CHRISTOPHER H. VOLK AND SPIRIT FINANCE CORPORATION

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Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN
CHRISTOPHER H. VOLK AND SPIRIT FINANCE CORPORATION

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 6, 2005 ("Effective Date"), is by and between SPIRIT FINANCE CORPORATION , a Maryland corporation (the "Company"), and CHRISTOPHER H. VOLK (the "Executive"):

W I T N E S S E T H:

        WHEREAS, the Company entered into an Employment Agreement with Executive dated as of December 15, 2003 (the "Original Employment Agreement") for the employment of the Executive as the Company's President and Chief Operating Officer; and

        WHEREAS, the Company and the Executive desire to amend and restate the Original Employment Agreement subject to the terms and conditions set forth below, and the Executive has agreed to such employment in the capacities and on the terms and conditions set forth below.

        NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set forth below, hereby agree as follows:

         Section 1.    Employment.     

        (a)      Positions.     The Executive shall be employed by the Company during the Term (defined below) as its President and Chief Executive Officer.

        (b)      Duties.     The Executive's principal employment duties and responsibilities shall be those duties and responsibilities customary for the positions of President and Chief Executive Officer and such other executive duties and responsibilities as the Board of Directors of the Company (the "Board") shall from time to time reasonably assign to the Executive. The Executive shall be responsible for and have authority over the day to day management of the Company. The Executive shall report directly to the Board. All other officers of the Company shall report directly to the Executive or such person(s) as the Executive may designate from time to time.

        (c)      Extent of Services.     Except for illnesses and vacation periods, the Executive shall devote substantially all of his business time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement. Notwithstanding the foregoing, Executive (i) shall be permitted to continue to manage, operate and devote time and attention to those properties and businesses he owned, operated or controlled at the time of the Company's 2003 private offering of common stock (the "144A Offering") that were not transferred to or purchased by the Company in connection with the 144A Offering; (ii) may make any investment where he is not obligated or required to, and shall not in fact, devote any substantial managerial efforts; (iii) may participate in charitable, academic or community activities, and in trade or professional organizations; or (iv) may hold directorships in other companies consistent with the Company's conflict of interest policies and corporate governance guidelines as in effect from time to time (the activities in clauses (i) through (iv) above are collectively referred to herein as the "Excluded Businesses"); provided that none of the Excluded Businesses individually or in the aggregate interfere with the performance of the Executive's duties under this Agreement.

         Section 2.    Term.     This Agreement shall be effective as of the Effective Date and shall continue in full force and effect thereafter until December 15, 2006, and shall be automatically extended for an additional one-year period on December 15, 2006, unless either party terminates this Agreement not later than 60 days prior to December 15, 2006 by providing written notice to the other party of such party's intent not to renew, or it is sooner terminated pursuant to Section 7. For purposes of this

Agreement, "Term" shall mean the actual duration of the Executive's employment hereunder and under the Original Employment Agreement, taking into account any extensions pursuant to this Section 2 or early termination of employment pursuant to Section 7.

         Section 3.    Base Salary.     The Company shall pay the Executive a base salary annually (the "Base Salary"), which shall be payable in periodic installments according to the Company's normal payroll practices. The initial Base Salary as of the Original Employment Agreement was $375,000. The Board or the Compensation Committee of the Board (the "Compensation Committee") shall review the Base Salary at least once a year to determine whether the Base Salary should be increased effective January 1 of any year during the Term. The amount of the increase shall be determined before March 31 of each year and shall be retroactive to January 1. The Base Salary, including any increases, shall not be decreased during the Term. For purposes of this Agreement, the term "Base Salary" shall mean the amount established and adjusted from time to time pursuant to this Section 3.

         Section 4.    Annual Incentive Bonus.     The Executive shall be entitled to receive an annual cash Incentive Bonus for each fiscal year during the Term of this Agreement consistent with a bonus policy adopted by the Compensation Committee (the "Bonus Policy"). If the Executive or the Company, as the case may be, satisfies the threshold performance criteria contained in such Bonus Policy for a fiscal year, he shall receive an annual Incentive Bonus equal to at least 20% of the Executive's Base Salary. If the Executive or the Company, as the case may be, satisfies the target performance criteria contained in the Bonus Policy for a fiscal year, he shall receive an annual Incentive Bonus equal to at least 50% of the Executive's Base Salary. If the Executive or the Company, as the case may be, satisfies the maximum target performance criteria contained in the Bonus Policy for a fiscal year, he shall receive an annual Incentive Bonus equal to 100% of the Executive's Base Salary (the "Maximum Target Bonus"). If the Executive or the Company, as the case may be, fails to satisfy the threshold performance criteria contained in the Bonus Policy for a fiscal year, the Compensation Committee may determine whether any Incentive Bonus shall be payable to the Executive for that year. As of the date of the Original Employment Agreement and the Effective Date, the Bonus Policy shall contain both individual and Company goals established by the Compensation Committee. The Board or the Compensation Committee shall review the Bonus Policy at least once a year to determine whether the Maximum Target Bonus should be increased effective January 1 of any year during the Term, or whether any additional changes should be made to the Bonus Policy effective January 1 of any year. The annual Incentive Bonus, if any, shall be paid to the Executive no later than 30 days after the date the Compensation Committee determines whether the criteria in the Bonus Policy for such fiscal year were satisfied and determined the amount of the actual bonus. For purposes of this Agreement, the term "Incentive Bonus" shall mean the amount established pursuant to this Section 4.

         Section 5.    Stock Based Awards.     

        (a)      2003 Stock Option and Incentive Plan Option Grants.     The Company has established the 2003 Stock Option and Incentive Plan (the "Stock Option Plan"). Pursuant to the Original Employment Agreement, the Company granted the Executive an initial grant of options (the "Initial Grant Options") to purchase 480,000 shares of the Company's common stock, par value $.01 per share (the "Common Shares"). The Initial Grant Options have an exercise price of $10.00 per share and a term of 10 years and vest and become exercisable ratably over a period of five years from the date of the grant; provided, however, that the Executive will be 100% vested in the Initial Grant Options upon (i) a Change in Control, as defined herein; (ii) a termination by the Company without Cause, as defined herein; (iii) a termination by the Executive for Good Reason, as defined herein; (iv) his death; or (v) his becoming Permanently Disabled, as defined herein. The Executive will forfeit all unvested Initial Grant options if he is terminated for Cause or he terminates his employment hereunder for other than Good Reason. The Executive shall be eligible to receive additional option grants as determined by the Compensation Committee.

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        (b)      Stock Option Plan Restricted Share Awards.     The Stock Option Plan provides for the issuance of Common Shares as restricted Common Shares ("Restricted Share Grants") to the extent that such Common Shares are available thereunder. The Executive shall be eligible to receive additional Restricted Share Grants as determined by the Compensation Committee.

         Section 6.    Benefits.     

        (a)      Vacation.     The Executive shall be entitled to three weeks of vacation each full calendar year in accordance with the Company's policies and procedures related to vacation time.

        (b)      Sick and Personal Days.     The Executive shall be entitled to sick and personal days on an as needed basis in accordance with the Company's policies, procedures and limits related to sick and personal time.

        (c)      Employee Benefits.     

        (i)     Participation in Employee Benefit Plans.     The Executive and his spouse and eligible dependents, if any, and their respective designated beneficiaries where applicable, will be eligible for and entitled to participate in any Company sponsored employee benefit plans, including but not limited to benefits such as group health, dental, accident, disability insurance, group life insurance and a 401(k) plan, as such benefits may be offered from time to time pursuant to the terms of such benefit plans, on a basis no less favorable than that applicable to any other executive of the Company.

        (ii)     Disability Insurance.     The Company shall maintain, at its cost, supplemental renewable long-term disability insurance consistent with the policies of the Company unless determined in good faith by the Compensation Committee to be unreasonable in cost.

        (d)      Other Benefits.     

        (i)     Annual Physical.     The Company shall provide, at its cost, a medical examination for the Executive on an annual basis by a licensed physician in the Scottsdale or Phoenix, Arizona area selected by the Executive.

        (ii)     Country Club Dues.     The Company shall reimburse Executive for the monthly country club membership dues actually incurred by the Executive for one country club membership maintained by the Executive provided such membership dues are approved in advance by the Compensation Committee.

        (iii)     Directors and Officers Insurance.     During the Term and the period that begins on the effective date of termination under Section 7 and ends on December 15, 2007, the Executive shall be entitled to director and officer insurance coverage for his acts and omissions while an officer and director of the Company on a basis no less favorable to him than the coverage provided to any other current officers and directors during the time the Executive is a director or officer, provided, however, that all insurance policies providing such director and officer coverage shall provide coverage for any claim made related to any time the Executive was a director or officer of the Company or any subsidiary, except for any period prior to the date of this Agreement for which no coverage need be provided or any period after which customary tail coverage shall lapse.

        (iv)     Life Insurance.     The Company may purchase on the life of the Executive key man life insurance with the Company as the beneficiary of the death benefit as the Company deems appropriate.

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        (v)     Expenses, Office and Secretarial Support.     The Executive shall be entitled to reimbursement of all reasonable expenses, in accordance with the Company's policy as in effect from time to time and on a basis no less favorable than that applicable to any other executive of the Company, including, without limitation, telephone, reasonable travel and reasonable entertainment expenses incurred by the Executive in connection with the business of the Company, promptly upon the presentation by the Executive of appropriate documentation. The Executive shall also be entitled to appropriate office space, administrative support, and such other facilities and services as are reasonably suitable to the Executive's positions and adequate for the performance of the Executive's duties.

         Section 7.    Termination.     The employment of the Executive by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:

        (a)      Death or Permanent Disability.     Immediately upon death or Permanent Disability of the Executive. As used in this Agreement, "Permanent Disability" shall have the same meaning as such term has under any Company Long Term Disability Plan. If the Company has no Long Term Disability Plan, "Permanent Disability" shall mean an inability due to a physical or mental impairment to perform the material services contemplated under this Agreement for a period of six months, whether or not consecutive, during any 365-day period. A determination of Permanent Disability shall be made by a physician satisfactory to both the Executive and the Company; provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Permanent Disability shall be binding on all parties. The appointment of one or more individuals to carry out the offices or duties of the Executive during a period of the Executive's inability to perform such duties pending a determination of Permanent Disability shall not be considered a breach of this Agreement by the Company.

        (b)      For Cause.     At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, "Cause" for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a strict liability basis due to the position held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board); (ii) a breach of his duty of loyalty which has a material adverse effect upon the Company; (iii) a failure to perform or adhere to duties that are consistent with the terms of this Agreement, or the Company's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including, without limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement), which, in any such case, continues for 30 days after written notice from the Board to the Executive; (iv) negligence or misconduct in the performance of the Executive's duties which has a material adverse effect upon the Company; or (v) a material breach of this Agreement by the Executive that continues for 30 days after written notice from the Board to the Executive. For purposes of this Section 7(b), no act, or failure to act, on the Executive's part will be deemed "negligence" or "misconduct" unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to

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clauses (ii), (iv) and (v) hereof, a determination shall be made by a majority of the independent members of the Board.

        (c)      Without Cause; Without Good Reason.     At the election of the Company, without Cause, and at the election of the Executive, without Good Reason, in either case upon 30 days' prior written notice to the Executive or the Company, as the case may be.

        (d)      For Good Reason.     At the election of the Executive, for Good Reason. For purposes of this Agreement, "Good Reason" shall mean any of the following actions or omissions, provided the Executive notifies the Company of his determination that Good Reason exists within 60 days of the action or omission on which such determination is based:

          (i)  removal from the Board, or the failure to be nominated or elected to the Board;

         (ii)  a material reduction of or adverse change in the Executive's duties, titles, responsibilities or reporting requirements, or the assignment to the Executive of any duties, responsibilities or reporting requirements that are materially inconsistent with his position as Chairman of the Board or Chief Executive Officer, as the case may be;

        (iii)  a reduction by the Company in the Executive's annual Base Salary or Maximum Target Bonus;

        (iv)  Executive not being offered employee benefits or material fringe benefits, both in terms of the amount of the benefit and the level of the Executive's participation therein, enjoyed by the Executive under the employee benefit and welfare plans of the Company, including, without limitation, such benefits as group health, dental, 401(k), accident, disability insurance or group life insurance, on the same terms and conditions as other similar executives of the Company except as is required by applicable law;

         (v)  absent the Executive's prior written consent, the requirement by the Company that the principal place of business at which the Executive performs his duties be changed to a location that is outside of a 35-mile radius of Scottsdale, Arizona (or a substantial increase in the amount of travel that the Executive is required to do because of a relocation of the Company's headquarters from Scottsdale, Arizona). The parties acknowledge that for these purposes, Executive's principal place of business will be Scottsdale, Arizona;

        (vi)  any failure by the Company to obtain from any successor to the Company an agreement reasonably satisfactory to Executive to assume and perform this Agreement, as contemplated by Section 17(e); or

       (vii)  a breach by the Company of any provision of this Agreement that continues for a period of 30 days after Executive provides written notice to the Company of such breach.

Notwithstanding the foregoing, in the event that Executive provides the Company with a notice of termination stating Good Reason, the Company shall have 30 days thereafter in which to cure or resolve the behavior otherwise constituting Good Reason.

         Section 8.    Effects of Termination.     

        (a)      Termination By the Company Without Cause; By the Executive for Good Reason.     If the employment of the Executive should terminate by reason of termination by the Company for

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any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows:

          (i)  any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the date of his termination of employment that are related to his period of employment preceding his termination date, including pay in lieu of accrued, but unused, vacation;

         (ii)  the prorated amount of the Maximum Target Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of his termination and subtracting all Incentive Bonus payments received by Executive during such year that relate only to such year;

        (iii)  the amount equal to two times the sum of (A) Base Salary, plus (B) his Maximum Target Bonus, at the rates in effect on the effective date of his termination of employment.

        The sum of the amount payable under clauses (ii) and (iii) hereof is referred to herein as his "Severance Payment";

        (iv)  the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after the effective date of the Executive's termination of employment.

         (v)  the Company shall allow the Executive to continue to participate during the 24 month period following termination (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination; provided that the Executive's continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents, provided such costs are consistent with the policies of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits;

        (vi)  the Executive's stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he shall have a two-year period following the effective date of his termination of employment in which to

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exercise his vested stock options, including those stock options that vested upon his termination of employment; and

       (vii)  the Executive's restricted Common Shares awarded under the Stock Op