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                                                                 EXHIBIT (10)(t)

                       AMENDMENT TO EMPLOYMENT AGREEMENT

         AMENDMENT executed March 27, 2000 as of November 30, 1999 (the
"Amendment") to Employment Agreement entered into as of by and between DAVID
SCHONBERGER, an individual residing at 90 Paulding Drive, Chappaqua, New York
10514 ("Executive"), and FIRST UNION REAL ESTATE EQUITY AND MORTGAGE
INVESTMENTS, an Ohio business trust with offices at 55 Public Square, Suite
1900, Cleveland, Ohio 44113 (the "Company").

         IMPERIAL PARKING CORPORATION (formerly named First Union Canadian
Holdings, Inc.), a Delaware corporation with offices at 601 West Cordova
Street, Suite 300, Vancouver, British Columbia, Canada V6B1G1 ("Impark") is
joining in this Agreement with respect to Section C hereof.

         (1)     The Executive and the Company entered into an Employment
Agreement dated November 2, 1998 (the "Original Agreement");

         (2)     Certain significant operational and business developments
affecting the Company have occurred since the date the Original Agreement was
executed, as a result of which the parties have concluded that an amendment to
the Agreement would be in the best interests of both parties, and the parties
have accordingly agreed to amend the Agreement in the manner and upon the
considerations set forth in this Amendment;

         (3)     Impark is executing this agreement, and shall be bound only by
                 the terms of Section C hereof.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereby agree as follows:

A.       CERTAIN DEFINED TERMS; CONTINUATION OF ORIGINAL EMPLOYMENT AGREEMENT

         (1)     Amended Agreement  The term "Amended Agreement" as used in
this Amendment refers to the Original Agreement, as amended by this Amendment.

         (2)     "Impark Spinoff" "Impark Spinoff" means (a) the reorganization
of certain of the subsidiaries of the Company in order to position the
Company's parking real estate assets under Impark and to repay certain
indebtedness of Impark, (b) the settlement of certain debts owed by First Union
Management, Inc. ("FUMI") to the Company by the transfer to the Company and its
subsidiaries of the assets of FUMI relating to its business of leasing and
managing parking facilities and (c) and distributing all of the shares of
Impark not owned by its directors to the owners of the common shares of the
Company (the "Common Shares"), (the date of such distribution being referred to
as the "Impark Spinoff Date").

         (3)     Other Defined Terms  Unless otherwise provided herein,
capitalized terms herein shall have the meanings ascribed to them in the
Original Agreement. As used herein:

         (4)     Continued Effectiveness of Original Agreement       Except as
otherwise provided in this Amendment to the contrary, the terms and conditions
of the Original Agreement  as amended by this Amendment shall remain in effect.

         (5)     Inconsistent Provisions  In any case in which the terms of
this Amendment are inconsistent with the terms of the Original Agreement, the
terms of this Amendment shall control.
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B.       AMENDMENT OF CERTAIN SECTIONS OF THE ORIGINAL AGREEMENT

         THE FOLLOWING SECTIONS OF THE ORIGINAL AGREEMENT ARE HEREBY AMENDED AS
SPECIFIED BELOW:

         (1)     Section 4 (a) ("Salary") of the Original Agreement is amended
to be Section 4(a)(i) and a new Section 4(a)(ii) is added to read as follows:

                 "(ii)    Bonus   The Executive shall be entitled to a bonus,
         on or before December 29, 1999, of $135,000, in cash.

         (2)     Section 4(c)(v) ("Share Option. Grant") is amended so that the
three (3) paragraphs included within the subsection captioned "Vesting/Exercise"
are deleted; and the following paragraph is inserted:

                          "All of the Share Options vested as of November 2,
                          1998 (other than the Additional Options, which vested
                          upon grant).  All of the $6.50 Options, all of the
                          $8.50 Options, and all of the Additional Options
                          shall be exercisable in full as of December 1, 1999."

         (3)     Section 4(c)(v) is further amended so that the paragraph in
the subsection captioned "Exercise Price" is amended in its entirety to read as
follows:

         "(v)             (A) The option exercise price with regard to the
                          360,000 Share Options granted pursuant to this
                          subsection (v) shall be as follows: 180,000 shall be
                          exercisable at $6.50 per Common Share (the "$6.50
                          Options") and 180,000 shall be exercisable at $8.50
                          per Common Share (the "$8.50 Options").

                          (B) Additional Share Options to purchase 125,504
                          Common Shares having an initial exercise price of
                          $4.00 were issued to the Executive on May 28, 1999,
                          pursuant to the subsection of Section 4(c)(vi)
                          captioned "Additional Share Options." In addition,
                          Additional Options to purchase 31,250 shares have
                          been transferred to the Executive by Daniel Friedman
                          contemporaneously herewith (the "Transferred
                          Options"), and the Company has agreed and consented
                          to such transfer.  The Transferred Options shall be
                          exercisable in full as of December 1, 1999.  The term
                          "Additional Share Options" shall be deemed to include
                          such Transferred Options.

                          (C) The exercise price of each Share Option
                          (including the Additional Share Options) will be
                          adjusted (but not below zero) (1) to increase on each
                          anniversary of its grant by an amount equal to an
                          increase of 10% per annum (compounded annually) and
                          (2) to decrease from and after the date of its grant
                          through the date of its exercise by the sum of all
                          dividends or other distributions (including the value
                          of non-cash dividends, including without limitation,
                          share dividends, the Distributable Value of the
                          Impark Spinoff and the Attributable Value of other
                          spin-offs) declared per Common Share for the
                          applicable year.  As used herein, (1) the
                          "Distributable Value of the Impark Spinoff" means the
                          Initial Impark Option Price, and (2) "Attributable
                          Value of other spinoffs" means the value ascribed to
                          such spin-offs by the Company, or if not so ascribed,
                          the fair market value of the assets so spun off.
                          Notwithstanding the foregoing, the adjustment to the
                          exercise price set forth in clause (C) (1) shall not





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                          commence until the eighteen (18) month anniversary of
                          the commencement of the Employment Period; and (y) be
                          applied ratably at the time(s) Executive exercises
                          the Share Options (e.g. if Share Options are
                          exercised on the 20 month anniversary of the
                          commencement of the Employment Term, the exercise
                          price in effect on that date would be increased by
                          1.667% (2/12 of 10%) minus any dividends or other
                          distributions paid on or prior to the date of
                          exercise (to the extent such dividends or other
                          distributions were not previously deducted)."

         (4)     Section 4(c)(v) is further amended so that, in the first
paragraph in the subsection captioned "Option Exercise Term,"

                 (a)      the period (.) at the end of the second sentence
                          shall be replaced by a comma (,) and the following
                          provision shall be added at the end thereof:

                          "except that Additional Options (as defined in
                          subsection 4(c)(vi) below) shall remain exercisable
                          for eight (8) months following such event after which
                          they shall expire."

                 (b)      a new sentence shall be added after the second
                          sentence and shall read as follows:

                          "Notwithstanding the foregoing, if the Company enters
                          into an Asset Management Agreement with an entity of
                          which the Executive, Anne Nelson Zahner and Daniel P.
                          Friedman are the principal equity holders then the
                          $8.50 Options and the $6.50 Options shall be
                          terminated and shall no longer be exercisable if the
                          Asset Management Agreement is executed and is not
                          thereafter terminated pursuant to Article III,
                          Section (a)(v) of the Management Agreement"; and

                 (c)      a period (.) shall replace the comma (,) after the
                          first use of the word "expire" in the last sentence,
                          the balance of the last sentence shall be deleted and
                          the "(i)" in such sentence shall be deleted.

         (5)     Section 5(a)(iv) (Good Reason) is amended to add the following
lettered subparagraphs (G), and (H) before the words "provided, however:"

                 "(G)     The Board of Directors shall have adopted a
                 resolution approving a complete liquidation or dissolution of
                 the Company; or

                 (H)      there shall have occurred (1) the Impark Spinoff and
                 (2) a sale or refinancing of the Park Plaza mall on terms
                 acceptable to the Board of Directors; provided, however, that
                 Good Reason pursuant to this Section 5(a)(iv)(H) shall not
                 occur unless and until Anne Nelson Zahner and Daniel Friedman
                 shall have resigned for Good Reason or shall have been
                 terminated under their respective Employment Agreements with
                 the Company without Cause, after which such termination by
                 reason of the Impark Spinoff and the sale or refinancing of
                 the Park Plaza mall shall be deemed to have occurred for Good
                 Reason; and provided further that if such Good Reason does
                 occur, the Company, upon receipt of notice of resignation for
                 such Good Reason, waives its  right to cure.

         (6)     Section 5(a)(iv) (Good Reason) is further amended by adding
the following sentence at the end thereof.





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                 "Notwithstanding the foregoing, the Executive shall not be
                 entitled to terminate his employment for Good Reason until
                 June 1, 2000 unless such Good Reason is described in
                 subparagraph (A) (2) of this subsection (iv).

         (7)     Section 5(a)(vii) ("Change of Control") is amended to delete
subsections (D) and (E) thereof.

         (8)     Section 6(c)(i) is amended in its entirety to read as follows:

                          "In the event the Company terminates Executive's
                          employment for any reason other than Cause, death or
                          Disability, or Executive terminates his employment
                          for Good Reason (other than as set forth in Paragraph
                          6(c)(ii)), or in the event of a Change of Control,
                          the Company shall pay to Executive and Executive
                          shall be entitled to receive the sum total of: (A)
                          the accrued but unpaid Annual Base Salary at the rate
                          then in effect; (B) earned but unpaid incentive
                          compensation and/or bonuses for completed performance
                          periods; and (C) the sum of Six Hundred Thirty
                          Thousand Dollars ($630,000).  The aforesaid amounts
                          shall be payable in cash immediately upon such
                          termination.  In addition, the Executive shall be
                          entitled to continuation of Executive's participation
                          in all benefit plans, programs or arrangements of the
                          Company (except tax-qualified plans), including,
                          without limitation, Medical Continuation, for a
                          period of two years following such termination."

         (9)     Section 8  ("Non-Compete") is hereby amended to add a new
subsection (c) as follows:

                          "(c)    First Refusals.  (i)  Executive agrees that,
                          if, prior to the earlier of (i) the termination of
                          Executive's employment and (ii) the date on which a
                          proposal to liquidate the Company is publicly
                          announced, the Executive shall be offered the
                          opportunity to invest in or acquire an interest in a
                          business of any nature ("Investment Opportunity"), he
                          shall first offer such Investment Opportunity to the
                          Company.  Such offer (the "Offer") shall be in
                          writing and shall describe the Offer and the
                          Investment Opportunity in sufficient detail, and
                          provide to the Company substantially all of the
                          written information furnished to him by the party
                          ("Third Party") which made the Offer. The Company's
                          representatives shall thereupon have fifteen (15)
                          business days in which to consider and accept the
                          Offer, and the Executive shall reasonably cooperate
                          with the Company if it shall request further
                          information concerning the Offer and the Executive is
                          able to obtain such information from the Third Party.
                          If at the end of such period the Company has not
                          delivered to the Third Party its written acceptance
                          of the Offer (or, having accepted the Offer, shall
                          not proceed to a closing pursuant to the Offer within
                          the time allowed in the Offer and/or shall fail to
                          make such payments (including deposits) to the Third
                          Party as would have been required from the Executive
                          under the terms of the Offer), the Executive shall be
                          free to accept the Offer and consummate the
                          transactions contemplated thereby.  The Executive's
                          participation in the Investment Opportunity shall not
                          be deemed a violation of any fiduciary, contractual
                          or other obligation of the Executive to the Company,
                          including under the provisions of Section 3(a) of the
                          Original Agreement.   Notwithstanding the foregoing,
                          the time devoted by the Executive to any Investment
                          Opportunity shall not substantially interfere with
                          his performance of services as required under this
                          Agreement."





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                                  (ii)     The obligation of the Executive to
                 make the offers described in subsection (a) above shall
                 terminate upon the date on which a proposal to liquidate or
                 merge the Company is publicly announced.

C.       ADDITIONAL PROVISIONS ADDED BY THIS AMENDMENT

         (1)     Impark Options Impark, by its execution of this Agreement,
covenants and agrees to issue to the Executive, on the day which is the 30th
trading date following the first day on which shares of Impark Common Stock
("Impark Shares") are publicly traded, options to purchase shares of Impark
common stock ("Impark Shares") which shall, immediately following the issuance
thereof and after giving effect thereto, result in the Executive owning,
immediately after the issuance thereof, options (the "Initial Impark Options")
to purchase one and one quarter percent (1.25%) of all of the outstanding
common stock of Impark on a fully diluted basis (it being understood that the
grant of Initial Impark Options are in lieu of and in full satisfaction of any
right the Executive may have to receive options or any other consideration in
connection with the Impark Spinoff pursuant to the Plan).

         As to the Initial Impark Options:

                 (i)      The Exercise Price per share of the Initial Impark
Options shall be equal to the greater of (1) the last reported sales price of a
share of Impark common stock on the day which is the thirtieth (30th) trading
date following the first day on which Impark Shares are publicly traded, or (2)
the average closing price of a share of Impark common stock for the ten (10)
day trading period ending on the date which is the thirtieth (30th) trading
date following the first day on which Impark Shares are publically traded, in
either case, as reported on the principal trading market Impark Shares where
quotes are readily available;

                 (ii)     The Impark Options shall be vested in full upon
issuance, and shall be  exercisable as follows: 25% on each of the first four
anniversaries of the Impark Spinoff Date (each 12 month period ending on such
anniversaries being an "Exercise Year").  The Impark Options shall be
exercisable for a period which ends ten years after the anniversary of the
Impark Spinoff Date ("Impark Option Term");

         (a)     Issuance of Impark Options

                 (iii)    The Initial Impark Options shall be represented by an
option certificate which shall contain anti-dilution provisions operable in the
event of the issuance of stock splits or similar transactions.  The exercise
price of the Impark Options shall (A) increase on each monthly anniversary of
grant at the rate of 10% per annum, compounded annually; and (B) decrease by
the amount, per share, of dividends in respect of Impark common stock paid in
cash and the fair market value of dividends paid in property other than cash.

         (b)     Additional Impark Rights and Options. Impark, by its execution
of this Agreement, agrees that it will grant to the Executive, at such time as
rights to purchase common stock of Impark are offered to Impark's shareholders
subsequent to the Impark Spinoff Date ("Rights Offering") is made:

                 (i)      The right (the "Impark Rights") to purchase such
number of shares of Impark common stock as would, after giving effect to the
exercise of such right, result in the Executive acquiring 0.417% of the number
of shares issued pursuant to such Rights Offering (not exceeding, however, such
number of shares as are issued for a gross aggregate price of $30,000,000) on
substantially the same terms and conditions (and identical terms relating to
price) as are contained in and are applicable to the Rights Offering; and





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                 (ii)     additional options ("Additional Impark Options") to
purchase, at an exercise price equal to the price per share at which the Rights
Offering is made, a number of shares of Impark common stock which would result
in the Executive acquiring upon exercise 0.833% of the number of shares issued
pursuant to such Rights Offering (not exceeding, however, such number of shares
as are issued for a gross aggregate price of $30,000,000).  Such Additional
Impark Options shall be vested in full upon issuance and shall be exercisable
to the extent of 25% on each of the first four anniversaries of the Impark
Spinoff Date (each 12 month period ending on such anniversaries being an
"Exercise Year"); and shall remain exercisable for a period which ends ten
years after the Impark Spinoff Date ("Additional Impark Option Term"); and

                 (iii) notwithstanding the foregoing, the Executive's Impark
Rights and his right to be issued Additional Impark Options shall expire upon
his Termination Date; provided, however, that if his termination is by Impark
without Cause, or by the Executive for Good Reason, or by reason of the
Executive's death or disability, his Impark Rights and his right to receive
Additional Impark Options shall expire six (6) months after his Termination
Date.

         (c)     Employment of Executive by Impark It shall be a condition of
the Executive's right to exercise the Initial Impark Options and the Additional
Impark Options and the Impark Rights that the Executive shall serve as an
employee of Impark under the terms described in subsections (d) and (e) below,
provided that Impark shall offer to employ and shall employ the Executive under
such terms as of the Impark Spinoff Date.

         (d)     Agreement to Serve as Officer of Impark  The Executive agrees
to serve, at the request of the Company, as a Vice President of Impark
following the Impark Spinoff Date, subject to (i) the Agreement of Impark to
pay the Executive a base salary at the rate of $112,000 per annum (payable in
monthly installments) during the period of his service; and (ii) coverage of
the Executive by a policy of Officers and Directors liability insurance  (with
customary exclusions) in form and scope reasonably satisfactory to the
Executive in the amount of at least $15 million with respect to claims made
against officers and directors of Impark.

         (e)     Terms of Employment  The Executive's employment with Impark
shall be subject to the following terms:

         (1)     Executive shall perform duties on a part-time basis as
reasonably assigned by the President of Impark consistent with his position as
a senior executive thereof; it being understood that Executive's employment
shall be on a part-time basis, and such duties are consistent with the
Executive's other business obligations including as a member of the Management
Company which is executing the Asset Management Agreement;

         (2)     Executive may perform such services within Manhattan or, where
his physical presence is not required, by telephone from any location.

         (3)     Executive shall be reimbursed for all out-of-pocket expenses
incurred in the performance of his obligations and documented in accordance
with Impark's generally applicable reimbursement policies;

         (4)     For purposes of this subsection C(1)(e): (x) "Cause" shall
mean (A) Executive's conviction of a felony; (B) Executive's engaging in an
embezzlement involving Impark; or (C) Executive's repeated and willful failure
to carry out his employment obligations to Impark, which failure continues for
more than 15 days after written notice to him of such failure which specifies
the nature thereof; and (y) "Good Reason" means the failure of Impark to comply
with the provisions of subsection (d) or Impark's material breach of the
requirements of paragraphs (1) through (3) above, unless such failure is cured
within 15 days after written notice to Impark





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specifying the nature of such failure, or any repetition of such failure which
occurs after such cure; and

         (5)     (i) If Impark terminates the Executive for Cause all of the
unexercised Impark Options and Additional Impark Options which have not been
exercised shall be terminated as of the Termination Date, and he shall not be
entitled to any further salary payments accruing after the Termination Date.

                 (ii) If Impark terminates the Executive without Cause or
Executive terminates for Good Reason, then (A) he shall have the right to
payment of his base salary from Impark through the Termination Date and no
right to further payments from Impark relating to any period after the
Termination Date, and (B) all of the Impark Options and Additional Impark
Options shall become immediately exercisable, the Impark Call Option set forth
in subsection (6) below shall not apply, and all of the Impark Options and
Additional Impark Options shall expire to the extent not exercised on or before
the last day of the six-month period following the Termination Date.

                 (iii)  If the Executive terminates his employment voluntarily
without Good Reason, then (A) he shall have the right to payment of his base
salary through the Termination Date and no right to further payments from
Impark relating to any period after the Termination Date, (B) all of the Impark
Options and Additional Impark Options, to the extent not then exercisable,
shall continue to become exercisable in accordance with the schedules set forth
in (C)(1)(a)(ii) and (C)(1)(b)(ii), respectively, and shall expire thirty (30)
days after the date on which such options shall become exercisable, unless
exercised prior thereto; (C) the Impark Options and Additional Impark Options
which were not exercisable on the Termination Date shall become subject to the
Impark Call Option; and (D) the Impark Options and Additional Impark Options
which were exercisable on the Termination Date shall not be subject to the
Impark Call Option, shall continue to be exercisable and shall expire to the
extent not exercised on or before the last day of the thirty (30) day period
following the Termination Date.

                 (iv)  Upon the termination of Executive's employment by reason
of death or disability, the Executive's estate may exercise all Impark Options
and Additional Impark Options which were exercisable on the Termination Date
plus a Pro Rata portion of the Impark Options and Additional Impark Options
which would next have become exercisable had such death or disability not
occurred.  As used herein, "Pro Rata" means an amount of Impark Options and
Additional Impark Options equal to (x) the percentage equal to (i) the number
of days from the commencement of the Exercise Year (as defined in subsections
(a)(ii) (as to Impark Options) and (b)(ii) (as to Additional Impark Options) of
this Section C) in which such termination occurs, through the Termination Date
divided by (ii) 365; multiplied in each case by (y) the number of Impark
Options and Additional Impark Options, respectively, which would otherwise have
become exercisable at the end of the Exercise Year in which such Termination
occurs.  Such exercise may be effected  until the earliest of one year
following the Executive's Termination Date or the end of the Option Term or
Additional Impark Option Terms, after which time any unexercised Impark Options
or Additional Impark Options shall expire.

                  (v)     For purposes of this paragraph, "Termination Date"
means (a) the Executive's last day of employment on or following the date upon
which written notice of termination is delivered to him by Impark, as the same
shall be stated in such notice; (b) the Executive's last day of employment on
or following the date upon which the Executive delivers written notice of
resignation to Impark (including a resignation for Good Reason); or (c) the
date of the Executive's death or disability.

         (6)     Impark Call Option.  If any Impark Options and Additional
Impark Options are subject to an Impark Call Option pursuant to subsection (5)
above (the Impark Call Option) then Impark shall have the right to require the
Executive to transfer such Options (the "Subject Options") to Impark at any
time after his Termination Date for a price equal to the "Exercise





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Spread" (as defined herein).  If such Exercise Spread is zero or less, Impark
may purchase the Subject Options for no consideration.  Impark shall provide
written notice to Executive that it is exercising the Call Option and the date
on which such notice is deemed to have been given under the terms of this
Agreement shall be deemed the "Valuation Date".  The "Exercise Spread" shall be
(i) the difference between (a) the exercise price of  a Subject Option and (b)
the "Closing Price" of a share of Impark common stock ("Common Stock") on the
Valuation Date.  The "Closing Price" means (i) if the Common Stock is listed or
admitted to trading on the New York Stock Exchange (the "NYSE"), the American
Stock Exchange ("AMEX") any national securities exchange or the Nasdaq Stock
Market ("Nasdaq"), the closing price on the Valuation Date, or if no such sale
takes place on such day, the average of the closing bid and asked prices on
such day; (ii) if the Common Stock is not listed or admitted to trading on the
NYSE, the AMEX, any national securities exchange or the Nasdaq, the last
reported sale price on the Valuation Date or, if no sale takes place on such
day, the average of the closing bid and asked prices on such day, as reported
by a reliable quotation source designated by Impark; (iii) if the Common Stock
is not listed or admitted trading on the NYSE, the AMEX, any national
securities exchange or the Nasdaq and no such last reported sale price or
closing bid and asked prices are available, the average of the reported high
bid and low asked prices on the Valuation Date, as reported by a reliable
quotation source designated by Impark, or if there shall be no bid and asked
prices on the Valuation Date, the average of the high bid and low asked prices,
as so reported, on the most recent day (not more than five (5) days prior to
the date in question) for which prices have been so reported; provided,
however, that if there are no bid and asked prices reported during the five (5)
days prior to the date in questions, the Closing Price of the Common Stock
shall be determined by the independent trustees of Impark acting in good faith
on the basis of such quotations and other information as they consider, in
their reasonable judgment, appropriate.

D.       GENERAL PROVISIONS

         (1) Notices.

         All notices or other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly given if
delivered by hand or delivered by a recognized delivery service or mailed,
postage prepaid, by express, certified or registered mail, return receipt
requested, and addressed to (1) to the Company and Impark at their respective
addresses as set forth above and (2) to the Executive at his address as set
forth in the Company records and 90 Paulding Drive, Chappaqua, New York 10514
(or to such other address as shall have been previously provided in accordance
with this Section 7).  In addition, copies of any notice to the Executive shall
be delivered to Herrick, Feinstein LLP, 2 Park Avenue, 21st Floor, New York,
New York 10016, Attention: Harvey S. Feuerstein, Esq.

         (2)     Governing Law.

         This Amendment will be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
laws thereunder.

         (3)     Severability.

         Whenever possible, each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Amendment shall be held to be prohibited
by or invalid under such applicable law, then, such provision or term shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating or affecting in any manner whatsoever the remainder of such
provisions or term or the remaining provisions or terms of this Amendment.





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         (4)     Counterparts.

         This Amendment may be executed in separate counterparts, each of which
is deemed to be an original and both of which taken together shall constitute
one and the same agreement.

         (5)     Headings.

         The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof and shall
not affect the construction or interpretation of this Agreement.

         (6)     Entire Agreement.

         This Amendment and the Original Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and thereof,
and supersede all other prior agreements and undertakings, both written and
oral, among the parties with respect to the subject matter hereof.

         (7)     Waiver and Modification.  No amendment, modification, waiver,
termination or cancellation of this Amendment shall be binding or effective for
any purpose unless it is made in a writing signed by the party against whom
enforcement of such amendment, modification, waiver, termination or
cancellation is sought. No course of dealing between or among the parties to
this Amendment shall be deemed to affect or to modify, amend or discharge any
provision or term of this Amendment. No delay on the part of the Company or
Executive in the exercise of any of their respective rights or remedies shall
operate as a waiver thereof, and no single or partial exercise by the Company
or Executive of any such right or remedy shall preclude other or further
exercise thereof. A waiver of right or remedy on any one occasion shall not be
construed as a bar to or waiver of any such right or remedy on any other
occasion.

       The respective rights and obligations of the parties hereunder shall
survive the Executive's termination of employment and termination of this
Amendment to the extent necessary for the intended preservation of such rights
and obligations.

         (8)     Exculpation.

         Notwithstanding anything contained herein to the contrary, this
Agreement is made and executed on behalf of the Company by its officer(s) on
behalf of the trustees thereof, and none of the trustees or any additional or
successor trustee hereafter appointed, or any beneficiary, officer, employee or
agent of the Company shall have any liability in his personal or individual
capacity, but instead, Executive shall look solely to the property and assets
of the Company for satisfaction of claims of any nature arising from or in
connection with this Agreement.





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

<TABLE>
<S>                                                     <C>
 Executive:                                             First Union Real Estate Equity And Mortgage
 ---------                                              Investments

 DAVID SCHONBERGER



 /s/ DAVID SCHONBERGER                                  By: /s/ WILLIAM ACKMAN
 ---------------------                                      -----------------------------
                                                            Name:  WILLIAM ACKMAN
                                                            Title: CHAIRMAN




IMPERIAL PARKING CORPORATION
(formerly known as First Union Canadian
  Holdings, Inc.)
(as to Section C only)


By: /s/ CHARLES HUNTZINGER
    -------------------------
    Name:  CHARLES HUNTZINGER
    Title  PRESIDENT
</TABLE>





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