PURCHASE AND SALE AGREEMENT



         THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of this

26th day of October, 2000 (the "Effective Date"), by and between FIRST UNION

REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS, an Ohio business trust, and

NORTHEASTERN SECURITY DEVELOPMENT CORP., a New York corporation.



                                   WITNESSETH:



         In consideration of and upon the terms and conditions herein contained,

and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS



         1.1 DEFINITIONS. Except as may otherwise be expressly provided herein,

and in addition to other defined terms contained herein, the following terms,

for all purposes of this Agreement, have the respective meanings set forth

below:



             "ASSIGNMENT AND ASSUMPTION OF CONTRACTS" means an assignment in the

form of EXHIBIT 5.2(d) attached hereto, to be executed and acknowledged by

Seller and Purchaser, pursuant to which Seller assigns to Purchaser, and

Purchaser assumes, all of Seller's right, title and interest under the Contracts

and the Other Assets, from and after the Closing.



             "ASSIGNMENT AND ASSUMPTION OF GROUND LEASES" means an assignment in

the form of EXHIBIT 5.2(b) attached hereto, to be executed and acknowledged by

Seller and Purchaser, pursuant to which Seller assigns to Purchaser, and

Purchaser assumes, all of Seller's right, title and interest under the Ground

Leases from and after the Closing.



             "BALANCE OF THE PURCHASE PRICE" means the Purchase Price (a) less

the Deposit (to the extent then held by Escrowee), and (b) plus or minus the net

sum of the prorations, allocations, charges, credits, withholdings and other

adjustments as provided in this Agreement.



             "BILL OF SALE" means the bill of sale in the form of EXHIBIT 5.2(c)

attached hereto, to be executed and delivered by Seller, pursuant to which

Seller transfers and assigns, and Purchaser accepts, the right, title and

interest of Seller in and to the Personalty owned by Seller and used in

connection with the management and operation of the Garage.



             "BROKER" means Eastern Consolidated, New York, New York, and

Brandon Wiant Converse, Cleveland, Ohio.



             "BUSINESS DAY" means, collectively, any day other than a Saturday,

Sunday or legal holiday in the State of Ohio.



             "CLOSING" means the transfer of title to the Property to Purchaser

and the related transactions required by the terms of this Agreement to occur

contemporaneously therewith.



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             "CLOSING DATE" means December 22, 2000, provided, however, that

Seller shall have the right and option, in its sole discretion, to extend the

Closing Date from December 22, 2000 to January 16, 2001 by written notice given

to Purchaser by no later than November 22, 2000, as either such date for Closing

may be further extended pursuant to the provisions of Sections 2.4(b), 4.3, 5.1

and 8.3 hereof, or some other date for Closing that is mutually agreed to by the

parties.



             "CLOSING DOCUMENTS" means the Seller Closing Documents and the

Purchaser Closing Documents without distinction between them.



             "CONFIDENTIAL INFORMATION" means the terms of this Agreement and

all information or documentation reviewed or received by Purchaser from Seller

and its brokers, employees, agents and contractors in connection with either

this Agreement or the Property.



             "CONTRACTS" means all (a) service, maintenance, and repair

contracts (excluding recorded documents evidencing the Permitted Exceptions)

relating to the Garage and to which Seller is a party that are listed in EXHIBIT

C, attached hereto and made a part hereof, and (b) equipment leases to which

Seller is a party that are listed in EXHIBIT C, attached hereto, and all rights

and options of Seller thereunder, including rights to renew or extend the term

or purchase leased equipment, relating to equipment or property located in or

upon the Garage and used by Seller in connection therewith.



             "CUTOFF DATE" means 11:59 p.m. on the day preceding the Closing

Date.



             "DAMAGE NOTICE" shall have the meaning set forth in Section 8.1

hereof.



             "DAMAGES" means any and all actual losses, costs, claims,

liabilities, damages, obligations, judgments, settlements, awards, offsets, fees

and expenses (including, without limitation, reasonable attorneys' fees and

expenses), fines, penalties, and charges.



             "DEPOSIT" shall mean the sum of One Million Dollars ($1,000,000),

together with any additional amounts deposited with Escrowee pursuant to and in

accordance with the provisions of Section 5.1 hereof.



             "DISAPPROVAL NOTICE" means a written notice given by Purchaser

identifying any title matter related to the Property which Purchaser disapproves

pursuant to Section 4.3.



             "EFFECTIVE DATE" shall have the meaning set forth in the first

sentence of this Agreement.



             "EMPLOYEES" means the on-site employees of Seller at the Garage as

of the Effective Date.



             "ENVIRONMENTAL LAW" means the Comprehensive Environmental Response,

Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as

amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6901

et seq.), as amended, or any counterpart thereof applicable in the State of

Ohio.



             "ESCROWEE" means LandAmerica National Commercial Services, 1300 E.

9th Street, Suite 1201, Cleveland, Ohio 44114, Attention: Deborah

Lawrence-Auten.



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             "ESTOPPEL CERTIFICATES" means estoppel certificates dated no

earlier than forty-five (45) days of the Closing Date as to the status of the

following described leases, signed by the lessor thereof:



             (a) Boalt Ground Lease



             (b) Lake Ground Lease



             (c) Pugh Ground Lease



such certificates to be in the form required by each such lease, and confirming

that the Ground Leases are in full force and effect and have not been modified

except as described in Exhibit A, and that Seller, as the lessee thereunder, is

not in default of any of the terms, covenants and conditions thereof.



             "FILING DOCUMENTS" shall have the meaning set forth in Section 5.4

hereof.



             "FINAL PRORATION STATEMENT" shall have the meaning set forth in

Section 6.4(b) hereof.



             "GARAGE" means a 1,129 space, 6 level automobile parking garage

located on the Real Property and commonly known as the "Huntington Garage",

Cleveland, Ohio.



             "GARAGE INFORMATION" means the following existing information that

is within Seller's possession or control, or reasonably obtainable by Seller,

wherever located, with respect to the Property: structural, mechanical,

environmental, geotechnical or other engineering studies, Plans, surveys,

summaries, the Contracts, the Ground Leases, and all other contracts, agreements

and/or documents relating to the Property.



             "GROUND LEASES" means, collectively, the three ground leases

described in Exhibit A hereto, which are sometimes herein referred to

respectively as the "Boalt Ground Lease", the "Lake Ground Lease", and the "Pugh

Ground Lease".



             "INSURANCE POLICIES" means the liability and property damage

insurance policies for the Garage listed in EXHIBIT 7.2 attached hereto.



             "LAWS" means all applicable laws, ordinances, rules, regulations,

codes, orders and requirements of any federal, state or local governmental

authority, including, without limitation, the Americans With Disabilities Act of

1990 (the "ADA") and regulations promulgated thereunder.



             "LIENS" means any liens and/or security interests that encumber any

part of the Real Property, Personalty or Other Assets owned by Seller,

including, but not limited to, mortgages, deeds of trust, mechanics,

materialmen's, judicial, tax or governmental liens of any nature whatsoever

relating to the Real Property, Personalty or Other Assets.



             "MATERIAL CONTRACTS" means any contracts or other agreements that

would require performance (in whole or in part) by Purchaser on or after the

Closing Date.



             "OTHER ASSETS" means (a) all warranties and guaranties of design,

construction, materials, buildings, and improvements comprising the Real

Property and claims with respect thereto, if any; (b) all Plans, (to the extent

same are owned by Seller and/or are within Seller's possession and/or control);

(c) all warranties with respect to the Personalty, if any; (d) all logos,



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{PAGE}   5

trademarks, trade names, and service marks associated with the Property, but

excluding those that are owned by any third party; (e) all telephone numbers and

facsimile numbers, if any, designated for the Garage; (f) License granted by

letter dated March 10, 1969 from The Union Commerce Bank to Investment Plaza

Company authorizing installation of flood lights on the roof of the parking

garage building for illumination of the east side of the Investment Plaza

Building, a true, correct and complete copy of which is attached hereto and made

a part hereof as Exhibit E; (g) License granted by letter dated May 25, 1971

from The Union Commerce Bank to Investment Plaza Company authorizing

communications conduit through the garage building from the Investment Plaza

Building to the Park (Penton) Plaza Building, a true, correct and complete copy

of which is attached hereto and made a part hereof as Exhibit F; (h) License

granted by letter dated December 8, 1971 from The Union Commerce Bank to The

Penton Publishing Company authorizing the opening and use of a three foot by

four foot hole in the wall between the garage building and the Penton Plaza

Building and parking space No. 380 on the fourth floor of the garage building, a

true, correct and complete copy of which is attached hereto and made a part

hereof as Exhibit G; (i) License granted by letter dated March 4, 1974 from The

Union Commerce Bank to Consolidated Paint & Varnish Corp. authorizing a vent for

an exhaust fan from the premises on the second floor of the Investment Plaza

Building into the garage building, a true, correct and complete copy of which is

attached hereto and made a part hereof as Exhibit H; (j) such rights as First

Union Real Estate Equity and Mortgage Investments has or may have pursuant to

and in accordance with the provisions of that certain Agreement dated as of

December 31, 1975 by and between The Union Commerce Bank and First Union Real

Estate Equity and Mortgage Investments, a true, correct and complete copy of

which is attached hereto and made a part hereof as Exhibit I, together with such

rights as First Union Real Estate Equity and Mortgage Investments has or may

have pursuant to and in accordance with the provisions thereof in and to that

certain Agreement dated December 15, 1967 between The Union Commerce Bank and

Investment Plaza Company, a true, correct and complete copy of which is attached

thereto as Exhibit A; and (k) rights of First Union Real Estate Equity and

Mortgage Investments under and by virtue of letter dated December 31, 1975 from

The Union Commerce Bank to First Union Real Estate Equity and Mortgage

Investments, whereby The Union Commerce Bank agreed that it shall not, from and

after the date thereof, "grant to any third party any new rights of access to

the tunnel which connects the Union Commerce Building" with the Garage, a true,

correct and complete copy of which is attached hereto and made a part hereof as

Exhibit J.



             "PARTY" means a party to a Material Contract, other than Seller or

its predecessors in title, with respect to the Property.



             "PERMITTED EXCEPTIONS" means (a)(i) all streets and public

rights-of way; (ii) all Laws now in effect; (iii) Taxes not due and payable as

of the Closing Date; (iv) restrictions, encumbrances, reservations, limitations,

conditions, easements, agreements or other matters affecting the Property that

are referred to in Exhibit B hereto or in the documents listed therein; (v)

matters disclosed by the Survey; and (vi) the Ground Leases; and (b) exceptions

to title that are approved or deemed approved by Purchaser pursuant to Section

4.3.



             "PERSON" means a natural person, a partnership, a corporation, a

limited liability company, a trust, an unincorporated organization, a government

or any department or agency thereof, or any other juridical entity.



             "PERSONALTY" means all equipment, appliances, trade fixtures,

machinery, furniture, furnishings, supplies, and other personal property that is

(a) owned by Seller, and (b) located on and used in connection with the

operation, ownership or management of the Garage, and/or (c) listed on Exhibit

D, attached hereto and made a part hereof.



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             "PLANS" means the drawings and specifications for all buildings and

improvements comprising any portion of the Real Property, including, without

limitation, the plans and specifications for all existing renovations and

improvements to the Garage and all space and common areas therein, to the extent

within Seller's possession or control.



             "PROPERTY" means (i) the Real Property, (ii) Other Assets, (iii)

the Personalty, and (iv) the Contracts.



             "PURCHASE PRICE" means Twenty-One Million Two Hundred Fifty

Thousand Dollars ($21,250,000.00).



             "PURCHASER" means Northeastern Security Development Corp., a New

York corporation or its permitted assigns.



             "PURCHASER CLOSING DOCUMENTS" shall have the meaning set forth in

Section 5.3 hereof.



             "REAL PROPERTY" means, collectively, the fee simple estate,

leasehold interests, and tunnel easement of Seller (as described in Exhibit A

hereto) in and to the lands legally described in Exhibit A hereto, together with

all buildings, improvements and fixtures thereon or therein; all privileges,

rights, easements, hereditaments, and appurtenances thereunto belonging; and all

right, title and interest of Seller in and to any streets, alleys, passages and

other rights-of-way included therein or adjacent thereto (before or after the

vacation thereof).



             "RENT" means all rents, fees or charges payable to Seller by any

tenant or licensee of the Property.



             "SELLER" means First Union Real Estate Equity and Mortgage

Investments, an Ohio business trust.



             "SELLER CLOSING DOCUMENTS" shall have the meaning set forth in

Section 5.2 hereof.



             "SURVEY" means the following survey, updated and certified by the

surveyor to Seller, Purchaser, Purchaser's lender, and the Title Insurer as of a

date not earlier than sixty (60) days prior to the Closing Date: ALTA/ACSM Title

Survey prepared by Garrett & Associates, Inc., Cleveland, Ohio, dated December

1, 1993, and last revised October 18, 2000, and bearing No. 93-72 and Map No.

2018-H.



             "TAXES" shall have the meaning set forth in Section 6.1 hereof.



             "TITLE COMMITMENT" means the ALTA Commitment for Title Insurance,

effective August 8, 2000 (File No. 99-0342), and endorsed on October 23, 2000 to

amend Schedule B, Section 2, items 34 and 35 thereof, heretofore issued by the

Title Insurer committing to the issuance of a Title Policy, a complete copy of

which has been delivered to Purchaser.



             "TITLE INSURER" means Commonwealth Land Title Insurance Company.



             "TITLE POLICY" means an ALTA Owner's/Leasehold Policy, Form 1992

(Rev. 10-17-92), of Title Insurance issued by Title Insurer for the Real

Property in the amount specified in Section 4.1, insuring Purchaser as owner of

the fee simple estate, leasehold interests, and tunnel easement comprising the

Real Property, subject only to the Permitted Exceptions.



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         1.2 GENDER AND NUMBER. Words of any gender shall include the other

gender and the neuter. Whenever the singular is used, the same shall include the

plural wherever appropriate, and whenever the plural is used, the same shall

also include the singular wherever appropriate. Without limiting the generality

of the foregoing, the plural form of any term that is defined in the singular

shall mean collectively all items so defined, and the singular form of any term

that is defined in the plural shall mean singly each item so defined.



         1.3 REFERENCES. All references in this Agreement to particular

sections, subsections or articles shall, unless expressly otherwise provided, or

unless the context otherwise requires, be deemed to refer to the specific

sections or articles in this Agreement. The words "herein", "hereof",

"hereunder", "hereinabove" and other words of similar import refer to this

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