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                                                                 EXHIBIT (10)(y)

                 SECOND AMENDMENT TO ASSET MANAGEMENT AGREEMENT

         This Second Amendment to Asset Management Agreement, dated as of June
16, 2000 (this "Second Amendment"), is entered into by and between Radiant
Partners, LLC, a New York limited liability company (the "Manager"), and First
Union Real Estate Equity and Mortgage Investments (the "Company").

                                    RECITALS

         1.       The Manager and the Company executed an Asset Management
                  Agreement, dated as of March 27, 2000;

         2.       The Manager and the Company executed an Amendment (the "First
                  Amendment") to the Asset Management Agreement, dated as of May
                  31, 2000 (as amended, the "Agreement");

         3.       The parties hereto have determined to enter into this Second
                  Amendment for purposes of further amending the Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein, and for other consideration the adequacy of
which is hereby acknowledged, the parties hereby agree as follows:

         A.       Clause (v) of Article III(a) of the Agreement is deleted in
                  its entirety and replaced by the following clause (v) of
                  Article III(a):

                  (v)      at the election of either party, any time prior to
                           October 1, 2000, upon thirty (30) days prior written
                           notice to the other party.

         B.       The Agreement, as amended by this Second Amendment,
                  constitutes the entire agreement between the parties with
                  respect to the subject matter hereof.

         C.       Unless otherwise provided herein, capitalized terms herein
                  shall have the meanings ascribed to them in the Agreement.
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         D.       Except as otherwise provided in this Second Amendment to the
                  contrary, the terms and conditions of the Agreement as amended
                  by this Second Amendment shall remain in full force and
                  effect.

         E.       In any case in which the terms of this Second Amendment are
                  inconsistent with the terms of the Agreement, the terms of
                  this Second Amendment shall govern.


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


                                 FIRST UNION REAL ESTATE EQUITY
                                 and MORTGAGE INVESTMENTS



                                 By: /s/ William A. Ackman
                                     ------------------------------------
                                     William A. Ackman, Chairman


                                 RADIANT PARTNERS, LLC



                                 By: /s/ Daniel P. Friedman
                                     ------------------------------------
                                     Daniel P. Friedman, Managing Member

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