FIRST AMENDMENT TO INDEMNITY AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO INDEMNITY AGREEMENT

FIRST AMENDMENT TO INDEMNITY AGREEMENT (“Amendment”), dated this 27th day of March, 2000, between First Union Real Estate Equity and Mortgage Investments, an Ohio business trust having its principal place of business at 00 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000 (“First Union”), and Imperial Parking Corporation, a Delaware corporation having its principal place of business at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX Xxxxxx X0X 0X0 (“Impark”).

WHEREAS, First Union and Impark are parties to a certain Indemnity Agreement dated March 27, 2000 (the “Indemnity Agreement”);

WHEREAS, both First Union and Impark desire to amend the Indemnity Agreement as set out herein;

NOW THEREFORE, pursuant to paragraph 4.9 of the Indemnity Agreement, the parties hereto agree to delete paragraph 2.1(a) of the Indemnity Agreement in its entirety and replace it as follows:

          “2.1(a) the Oracle Litigation;”

All other terms and conditions of the Indemnity Agreement remain unchanged.

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

FIRST UNION REAL ESTATE EQUITY &
MORTGAGE INVESTMENTS

By:            /s/

Name: XXXXXX X. XXXXXX
Title: CHIEF FINANCIAL OFFICER
 
IMPERIAL PARKING CORPORATION
           
By:           /s/

Name: XXXXX XXXXXXX

Title: SENIOR VICE-PRESIDENT, C.E.O.