FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS
FOURTH AMENDMENT TO ASSET MANAGEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.AA
<SEQUENCE>5
<FILENAME>y42691ex10-aa.txt
<DESCRIPTION>FOURTH AMENDMENT TO ASSET MANAGEMENT AGREEMENT
<TEXT>

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                                                                EXHIBIT (10)(aa)

                 FOURTH AMENDMENT TO ASSET MANAGEMENT AGREEMENT

         This Fourth Amendment to Asset Management Agreement, dated as of
September 15, 2000 (this "Fourth Amendment"), is entered into by and between
Radiant Partners, LLC, a New York limited liability company (the "Manager"), and
First Union Real Estate Equity and Mortgage Investments (the "Company").

                                    RECITALS

         1.       The Manager and the Company executed an Asset Management
                  Agreement, dated as of March 27, 2000;

         2.       The Manager and the Company executed a first amendment (the
                  "First Amendment") to the Asset Management Agreement, dated as
                  of May 31, 2000, a second amendment (the "Second Amendment")
                  to the Asset Management Agreement, dated as of June 16, 2000
                  and a third amendment (the "Third Amendment") to the Asset
                  Management Agreement, dated as of August 17, 2000 (as amended,
                  the "Agreement");

         3.       The parties hereto have determined to enter into this Fourth
                  Amendment for purposes of further amending the Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein, and for other consideration the adequacy of
which is hereby acknowledged, the parties hereby agree as follows:

         A.       The following provisions are added as clause 1.2(b) of Article
                  I of the Agreement:


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                  "(b) Manager shall cooperate with the Trust in connection with
         and use its reasonable best efforts to (i) prepare and file and clear
         with the Securities and Exchange Commission the proxy statement and any
         amendments or supplements thereto required to obtain the approval of
         the shareholders of the Trust to the sale contemplated by the Contracts
         of Sale between the Trust, Radiant Investors LLC, and the other parties
         signatory thereto and the Trust and Radiant Investors LLC dated
         September 15, 2000 and September 15, 2000 (the "Contracts of Sale") and
         any amendments to the organizational or governing documents of the
         Trust necessary to consummate the sales contemplated by the Contracts
         of Sale as promptly as practicable and, in any event, before the date
         that would allow sufficient time to declare a record date, mail proxy
         statements, solicit proxies and conduct a meeting of the Trust's
         shareholders in accordance with all applicable laws, rules and
         regulations and the Trust's organizational and governing documents by
         no later than the applicable Shareholder Approval Deadline (as defined
         in the Contracts of Sale), and (ii) duly call, give notice of, convene
         and hold such meeting on or before the applicable Shareholder Approval
         Deadline (as defined in the Contracts of Sale)."

         B.       Unless otherwise provided herein, capitalized terms herein
                  shall have the meanings ascribed to them in the Agreement.

         C.       Except as otherwise provided in this Fourth Amendment to the
                  contrary, the terms and conditions of the Agreement as amended
                  by this Fourth Amendment shall remain in full force and
                  effect.

         D.       In any case in which the terms of this Fourth Amendment are
                  inconsistent with the terms of the Agreement, the terms of
                  this Fourth Amendment shall govern.


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         IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment
as of the date first above written.


                                 FIRST UNION REAL ESTATE EQUITY
                                 and MORTGAGE INVESTMENTS



                                 By: /s/ William A. Ackman
                                     ------------------------------------
                                     William A. Ackman, Chairman


                                 RADIANT PARTNERS, LLC



                                 By: /s/ Daniel P. Friedman
                                     ------------------------------------
                                     Daniel P. Friedman, Managing Member



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