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                                                                    EXHIBIT 10.5
                                                                         ANNEX D

                               COVENANT AGREEMENT

                  COVENANT AGREEMENT, dated as of __________ ___, 2004 (this
"Agreement"), between FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS,
an Ohio business trust (the "Company") and FUR INVESTORS LLC ("FUR"), a Delaware
limited liability company.

                                    RECITALS

                  WHEREAS, pursuant to a Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated as of November 26, 2003 between the Company and FUR,
FUR commenced a cash tender offer for up to 5,000,000 shares of beneficial
interest, par value $1.00 per share of the Company ("Common Shares") and agreed
to thereafter purchase (the "Stock Issuance") a number of newly issued Common
Shares not to exceed 19.9% of the total outstanding Common Shares immediately
prior to the Stock Issuance);

                  WHEREAS, pursuant to the Stock Purchase Agreement,
concurrently with the Stock Issuance the Company's Board of Trustees (the
"Board") is to be reconstituted; and

                  WHEREAS, pursuant to the Stock Purchase Agreement, the parties
agreed to enter into this Agreement concurrently with the closing of the Stock
Issuance setting forth certain covenants to be complied with and actions to be
taken from and after the date hereof;

                  NOW THEREFORE, in consideration of the foregoing and mutual
provisions and agreements contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                        RESTRICTION ON OPEN MARKET SALES

                  Section 1.1 Restrictions on Sales. FUR agrees and covenants
with the Company that (i) for a one year period following the date hereof, it
will not sell, transfer or assign any Common Shares owned by it either on the
New York Stock Exchange, any other national securities exchange on which the
Common Shares are listed for trading or in the over-the-counter market, or
otherwise, other than to transferees agreed to in writing by the Company
("Permitted Transferees"). In addition, FUR shall not during such period engage
in any short sales, equity swaps, purchases of put options or sales of call
options, whether settled by delivery of securities or in cash, with respect to
the Common Shares. The transfer of Common Shares to a Permitted Transferee shall
be conditioned on the Permitted Transferee becoming a party to this Agreement
and abiding by the restrictions of this Section. Following such one-year period,
FUR

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shall not sell, transfer or assign any Common Shares owned by it other than in
accordance with applicable law.

                  Section 1.2 Sale in Violation of Agreement Void. Any sale of
Common Shares in violation of this Agreement shall be void and the Company shall
not record any such sale on its books or treat any purported transferee of such
Common Shares as the owner thereof. for any purposes.

                                   ARTICLE II

                              GOVERNING INSTRUMENTS

                  Section 2.1 Declaration of Trust. (a) The Company shall
include in its proxy statement (the "Proxy Statement") filed with the Securities
and Exchange Commission for its next Annual Meeting of Shareholders (the
"Shareholders Meeting") proposals (the "Proposals") to effect such amendments to
the Amended and Restated Declaration of Trust of the Company (the "Declaration
of Trust") as may be necessary and appropriate to make the provisions of the
Declaration of Trust conform to, and not conflict with, the terms of this
Agreement, the Stock Purchase Agreement and the other agreements annexed to the
Stock Purchase Agreement, including without limitation (i) a proposal to amend
Section 8.1 of the Declaration of Trust to eliminate the classification of the
Board into classes and (ii) a proposal to amend the limitations set forth in the
proviso contained in Section 8.10 of the Declaration of Trust. The Company,
acting through the Board shall, in accordance with applicable law and the
Declaration of Trust and By-laws, (i) duly call, give notice of, convene and
hold the Shareholders Meeting for the purpose of considering and taking action
on the Proposals and (ii) unless the Board determines in good faith that its
fiduciary duties under applicable law require otherwise, (A) include in the
Proxy Statement the recommendation of the Board that the Shareholders approve
and adopt the Proposals and (B) use all reasonable efforts to obtain such
approval and adoption.

                  (b) At the Shareholders' Meeting, FUR agrees to vote all
Common Shares owned by it in favor of the approval and adoption of the Proposals

                  Section 2.2 By-Laws. The Board shall effect such amendments to
the By-Laws of the Company as may be necessary and appropriate to make the
provisions of the By-Laws conform to, and not conflict with, the terms of this
Agreement, the Stock Purchase Agreement and the other agreements annexed to the
Stock Purchase Agreement.

                  Section 2.3 Form and Substance of Amendments. Each amendment
to be proposed to shareholders pursuant to Section 2.1(a) hereof, and each
amendment to be adopted by the Board pursuant to Section 2.2 hereof, shall be in
form and substance proposed by the Board, after approved thereof by a majority
of the Independent Trustees, and approved by FUR (such approval by FUR not to be
unreasonably withheld).

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                                   ARTICLE III

                            ADDITIONAL FUR COVENANTS

                  Section 3.1 Company REIT Election. FUR covenants and agrees
with the Company that, during the period from the date hereof through the later
of such time as (i) Michael L. Ashner is no longer serving as either the
Chairman or chief executive officer of the Company and (ii) Michael L. Ashner,
FUR, or other affiliates (as defined in Rule 144 promulgated under the
Securities Act of 1933) of Michael L. Ashner (the foregoing are collectively
referred to as ("Ashner Affiliates")), are no longer the beneficial owner,
pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), of at least 10% of the outstanding Common Shares (the "Covenant Period"),
it will not, in its capacity as a shareholder, propose, and will vote all Common
Shares owned by it against, any action which would impair the Company's status
as a real estate investment trust under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended, unless a majority of the Independent Trustees
(as hereinafter defined) then in office has determined that it would be in the
best interests of the Company to no longer maintain its status as a real estate
investment trust. "Independent Trustees" shall mean the members of the Board who
are "independent", as defined in Section 303A.02 of the New York Stock
Exchange's Listed Company Manual, as amended November 4, 2003 ("Rule 303A") (or
other self-regulatory operating system on which Common Shares are then traded).

                  Section 3.2 Reporting Company Status. FUR covenants and agrees
with the Company that, during the Covenant Period, neither FUR nor its members
or manager shall take any affirmative action which would cause the Common Shares
to cease to be subject to the reporting requirements of the Securities Exchange
Act of 1934, except in connection with a proposal or transaction approved by a
majority of the Independent Trustees.

                  Section 3.3 Exchange Listing. (a) FUR covenants and agrees
with the Company that, during the Covenant Period, neither FUR nor its members
or manager will take any action (applying Rule 303A as if such rule were
currently effective) which would cause the Common Shares to cease to be listed
for trading on at least one of the New York Stock Exchange, the American Stock
Exchange or the Nasdaq National Market (the "Major Exchanges"), except in
connection with a proposal or transaction approved by a majority of the
Independent Trustees. In addition, during the Covenant Period, so long as the
Company shall have 300 or more shareholders, neither FUR nor its members or
manager will take any affirmative action (applying Rule 303A as if such rule
were currently effective) which would cause the Company to fail to comply with
the corporate governance provisions applicable to listed companies, which would
have applied to the Company had it maintained its listing on the New York Stock
Exchange, except in connection with a proposal or transaction approved by a
majority of the Independent Trustees. To the extent compliance with this Section
3.3 requires an amendment to the Declaration of Trust, the Company, acting
through the Board shall, in accordance with applicable law and the Declaration
of Trust and By-laws, (i) duly call, give notice of, convene and hold a
shareholders meeting for the purpose of considering and taking action on such
amendment and (ii) unless the Board determines in good faith that its fiduciary
duties under applicable law require otherwise, (A) include in the applicable
proxy statement the

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recommendation of the Board that the shareholders approve and adopt such
amendment and (B) use all reasonable efforts to obtain such approval and
adoption.

                  Section 3.4 Vote by Ashner Affiliates. At such a shareholder's
meeting referred to in Section 3.3, FUR agrees to vote and have all Ashner
Affiliates vote all Common Shares owned by them in favor of the approval and
adoption of the amendment referred to in Section 3.3.

                  Section 3.5 Transactions with Affiliates. (a) FUR covenants
and agrees with the Company that, during the Covenant Period, neither FUR nor
any of its members or managers will take any affirmative action to amend the
provisions of Section 11.13 of the Declaration of Trust which require that all
transactions between the Trust and the Trust's officers, directors or advisor
(or their affiliates) ("Interested Party Transactions") be approved by a
majority of the Board, including a majority of the Independent Trustees then in
office.

                  (b) FUR covenants and agrees with the Company that, during the
Covenant Period, it, Michael Ashner and any Ashner Affiliates will vote or cause
to be voted all Common Shares beneficially owned by such persons in proportion
to the votes cast by other holders of Common Shares at any annual or special
meeting of shareholders with respect to any proposal by FUR, Michael Ashner or
an Ashner Affiliate, or trustees of the Company affiliated with FUR, Michael
Ashner or an Ashner Affiliate relating to a transaction in which FUR, Michael
Ashner or any Ashner Affiliate has an economic interest, provided, however, FUR,
Michael Ashner or any Ashner Affiliate shall not be obligated to vote in such
proportion, and shall be permitted to vote in such manner as they determine, in
connection with (i) the Proposals, (ii) the election, from time to time, to the
Board of up to two nominees designated by FUR, (iii) the election, from time to
time, to the Board of nominees, including nominees of FUR, who meet the
independence requirements of Rule 303A and (iv) any transaction or proposal
approved and recommended by a majority of the Independent Trustees if a majority
of the Independent Trustees have determined that FUR, Michael Ashner and any
Ashner Affiliate may vote their Common Shares in such manner as FUR, Michael
Ashner and any Ashner Affiliate determine.

                                   ARTICLE IV

                               GENERAL PROVISIONS

                  Section 4.1 Termination. FUR shall have the continuing right,
but not the obligation, to terminate this Agreement from and after the date that
the Advisory Agreement (as defined in the Stock Purchase Agreement) or the
Exclusivity Agreement (as defined in the Stock Purchase Agreement) is, without
the prior written consent of FUR, terminated by the Company or voided, in each
case in whole or in material part.

                  Section 4.2 Amendment. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.

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                  Section 4.3 Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
telecopy or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such
other address for a party as shall be specified in a notice given in accordance
with this Section 4.3):

                  if to Purchaser:

                           FUR Investors, LLC
                           100 Jericho Quadrangle, Suite 214
                           Jericho, NY  11753
                           Telephone: (516) 822-0022
                           Fax No.:   (516) 433-2777
                           Attention: Michael Ashner

                  if to the Company:

                           First Union Real Estate Equity and Mortgage
                           Investments
                           Telephone No:  (212) 949-1373
                           Telecopier No: (212) 681-9196
                           Attention: Talton Embry

                  Section 4.4 Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the agreements contained herein are not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the agreements contained herein be consummated
as originally contemplated to the fullest extent possible.

                  Section 4.5 Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
is not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or equity.

                  Section 4.6 Entire Agreement; Assignment. This Agreement and
the Stock Purchase Agreement (including the exhibits, annexes and schedules
hereto) constitute the entire agreement among the parties with respect to the
subject matter hereof and thereof and supersede all prior agreements and
undertakings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof and thereof. This Agreement shall not be
assigned by operation of law or otherwise.

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                  Section 4.7 Waiver. No purported extension or waiver by any
party shall be valid unless set forth in an instrument in writing signed by the
party or parties to be bound thereby.

                  Section 4.8 Parties in Interest. This Agreement shall be
binding upon and inure to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

                  Section 4.9 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts executed in and to be performed in that State. All
actions and proceedings arising out of or relating to this Agreement shall be
heard and determined exclusively in any New York state or federal court. The
parties hereto hereby (a) submit to the exclusive jurisdiction of the courts of
the State of New York for the purpose of any Action arising out of or relating
to this Agreement brought by any party hereto, and (b) irrevocably waive, and
agree not to assert by way of motion, defense, or otherwise, in any such Action,
any claim that it is not subject personally to the jurisdiction of the
above-named court, that its property is exempt or immune from attachment or
execution, that the Action is brought in an inconvenient forum, that the venue
of the Action is improper, or that this Agreement or the Transactions may not be
enforced in or by the above-named court.

                  Section 4.10 Waiver of Jury Trial. EACH OF THE PARTIES HERETO
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.

                  Section 4.11 Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.

                  Section 4.12 Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

                  [Remainder of page intentionally left blank.]

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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.

                                       FUR INVESTORS, LLC

                                       By: ________________________________
                                       Name: Michael L. Ashner
                                       Title: Manager

                                       FIRST UNION REAL ESTATE EQUITY AND
                                         MORTGAGE INVESTMENTS

                                       By: _________________________________
                                       Name:
                                       Title:

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