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 de