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                   FIRST AMENDMENT TO STANDARD OFFICE LEASE

                               (MODIFIED GROSS)


     This First Amendment to Standard Office Lease (Modified Gross) is entered
into as of this 15th day of May 1995 by and between CITADEL REALTY, INC., a
Delaware corporation ("Lessor") and FIDELITY FEDERAL BANK, A FEDERAL SAVINGS
BANK, a federally chartered savings association ("Lessee").

                                    RECITALS

     A.  Lessor and Lessee are parties to a Standard Office Lease (Modified
Gross) dated for reference purposes only July 15, 1994 (the "Lease") relating to
certain portions of the real property commonly described as 600 North Brand
Boulevard, Glendale, California, all as more particularly described in the Lease
(the "Premises").

     B.  Lessee, as lender, and Lessor, as borrower, are considering the
consummation of a lending transaction pursuant to which Lessee, as lender (in
such capacity, "Lender") would lend to Lessor, as borrower (in such capacity,
"Borrower") the sum of $5,338,500 (the "Loan") and Borrower would execute, among
other documents and instruments, a Promissory Note Secured by Deed of Trust in
favor of Lender (the "Note") and would further execute a Deed of Trust
encumbering certain real property, including that real property in which the
Premises are located (the "Deed of Trust").  The Note, Deed of Trust and any
other documents evidencing or securing the Loan are referred to as the "Loan
Documents."

     C.  In order to induce the Lender to make the Loan, Lessor has agreed to
amend the Lease as set forth below.

                                   AGREEMENT

     On the basis of the foregoing recitals, the parties agree as follows:

     1.  Paragraph 1.6 of the Lease shall be amended to delete the word "first"
and insert in lieu thereof the word "fourteenth."

     2.  A new paragraph 4.9 shall be added to the Lease, to read in its
entirety as follows:

         4.9 (a)  Notwithstanding anything to the contrary in the Lease, if on
     the day any payment of monthly Base Rent is due from Lessee to Lessor under
     the Lease (a "Lease Payment Date"), Borrower has failed to pay in full an
     amount due under the Note, the Deed of Trust or any other Loan Document
     (the "Delinquent Amount"), then the original Lessee shall have the right to
     suspend ("Suspension Right") payment of the then monthly Base Rent (and no
     other amounts) to the extent of such Delinquent Amount, (the amount so
     suspended, the "Suspension Amount") provided that (i) Lessee is not in
     breach or default under the Lease, and (ii) Lessee pays to Lessor the
     amount, if any, by which the then monthly Base Rent exceeds the Suspension
     Amount. The 
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     Delinquent Amount shall be based upon the amount of payments due under the
     Note, Deed of Trust or other Loan Documents, without giving effect to the
     acceleration of principal and interest under the Note, except if the Note
     has matured by its own terms. The Suspension Amount shall be computed by
     Lessee; provided however that in the event of manifest error in the
     computation of the Suspension Amount which results in overstatement of such
     amount, Lessee shall pay to Lessor interest at the rate provided in Section
     3.1 of the Note on the amount incorrectly suspended from the date of such
     suspension to the date such amount is paid to Lessor.

             (b)  Lessee may, in its discretion, but shall have no obligation
     to, apply any Suspension Amount to the reduction of any amount owing under
     the Loan Documents. Lessee may, in its discretion, request waivers and
     other documentation which Lessee and its counsel determines to be
     appropriate, as a condition to application of such amounts. Lessee shall
     notify Lessor in the event, after any exercise of its Suspension Right,
     Lessee, in its discretion, determines not to apply any Suspension Amount to
     reduction of any amount owing under the Loan Documents.

             (c)  Lessee shall, within five business days after the date all the
     Delinquent Amounts have been paid, pay to Lessor any and all Suspension
     Amounts (except to the extent such payment has been applied pursuant to
     subparagraph (b) above). Prior to such payment of the Delinquent Amounts
     and the expiration of such five-business-day period, Lessor shall not be
     entitled to exercise any right or remedy available to Lessor for nonpayment
     of the Suspension Amount including without limitation, application of the
     Security Deposit; provided, however, Lessor shall have the right to pursue
     all of Lessor's rights and remedies for any breach or default by Lessee
     other than payment of the Suspension Amount.

     3.  The first sentence of paragraph (c) of Section 13.1 is amended to read
as follows:

         "The failure by Lessee (i) to make any payment of Base Rent as and when
     due (giving effect, where applicable, to the provisions of Section 4.9),
     where such failure shall continue for a period of ten (10) days after the
     due date thereof, or (ii) to make any payment required to be made by Lessee
     hereunder (other than payment of Base Rent), as and when due, where such
     failure shall continue for a period of ten (10) days after written notice
     thereof from Lessor to Lessee."

     4.  Sections 1 through 3 of this Amendment shall terminate and be of no
further force and effect upon the occurrence of the earlier of any of the
following: (i) the original Lessee is released of liability under the Lease,
(ii) payment in full of all of the amounts due under the Note and other Loan
Documents.

     5.  The first sentence of Section 39.6 of the Lease shall be amended to
state as follows:
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         Fidelity Federal Bank, a Federal Savings Bank, as Lessee, shall have an
Option to purchase the Office Building Project upon expiration of the initial
term of the Lease at fair market value, provided that Citadel Realty, Inc. as
Lessor or any direct or indirect subsidiary of Citadel Realty, Inc. or Citadel
Holding Corporation (all such persons or entities shall be collectively referred
to as "Lessor" for purposes of this Section 39.6 and Section 1.14 only) then
owns the Office Building Project, by delivering written notice of exercise of
the Option (the "option notice") to Citadel Realty, Inc., as Lessor, at least
six (6) months, but no more than nine (9) months before the expiration of the
initial term of the Lease."

     6.  Except as modified in this Amendment, the terms of the Lease remain in
full force and effect.

         IN WITNESS WHEREOF, we hereunto set our hands of the date first above
written.

                                          CITADEL REALTY, INC.



                                          By:
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                                          FIDELITY FEDERAL BANK, A
                                          FEDERAL SAVINGS BANK


                                          By:
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