AMENDMENT NO. 1 TO EXCLUSIVITY SERVICES AGREEMENT

                               AMENDMENT NO. 1 TO

                         EXCLUSIVITY SERVICES AGREEMENT

            AMENDMENT NO. 1 TO EXCLUSIVITY SERVICES AGREEMENT, dated as of

October 27, 2005 (this "Amendment"), between FIRST UNION REAL ESTATE EQUITY AND

MORTGAGE INVESTMENTS, an Ohio business trust (the "Company") and MICHAEL L.

ASHNER ("Ashner"), an individual.

                                    RECITALS

            WHEREAS, pursuant to that certain Exclusivity Services Agreement,

dated December 31, 2003, between the Company and Ashner (the "Exclusivity

Agreement"), Ashner agreed to offer to the Company all Business Opportunities

offered to Ashner during the term of the Agreement;

            WHEREAS, the parties desire to amend the Agreement to make clear

that "offered to" includes "generated by";

            NOW THEREFORE, in consideration of the foregoing and mutual

provisions and agreements contained herein, the parties hereto agree as follows:

            1. Capitalized terms used herein and not otherwise defined shall

have the respective meanings ascribed thereto in the Exclusivity Agree