AMENDMENT NO. 10 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIP

EXHIBIT 10.2

AMENDMENT NO. 10 TO THE SECOND AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
WINN LIMITED PARTNERSHIP

     This Amendment No. 10 (the “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership dated July 11, 1997 (the “Partnership Agreement”) is entered into as of September 12, 2006, by Winston Hotels, Inc., the general partner (the “General Partner”) of WINN Limited Partnership (the “Partnership”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Partnership Agreement.

      WHEREAS , additional Partnership Units were issued to the General Partner on August 30, 2006 upon the contribution by the General Partner of the proceeds of the issuance and sale of an additional 2,400,000 REIT Shares through a follow-on public offering of its Common Stock;

      WHEREAS , it is desirable to amend Exhibit A to the Partnership Agreement to reflect such transactions;

      NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership Agreement is hereby amended as follows:

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