Unsecured Environmental Indemnity Agreement

EXHIBIT 10.24


[LOGO OF FIDELITY FEDERAL BANK]
UNSECURED ENVIRONMENTAL INDEMNITY AGREEMENT


Loan No. 3027749


This INDEMNITY AGREEMENT is entered into as of July 28,1994, by CITADEL REALTY, INC., A DELAWARE CORPORATION ("Indemnitor") and FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK ("Lender").


A. Indemnitor is the owner of certain real property located in the City of Los
Angeles, County of Los Angeles, State of California, more particularly
described in the Deed of Trust and Assignment of Rents (the "Deed of Trust")
by Indemnitor, as Trustor, to Gateway Mortgage Corporation, as Trustee, in
favor of Lender as Beneficiary being executed concurrently herewith
(collectively, the "Property").


B. Indemnitor has requested a loan from Lender in the original principal amount
of U.S. $5,775,000.00 ("Loan"), to be evidenced by a Promissory Note
("Note"), and secured by the Deed of Trust.


C. In consideration of Lender granting the Loan to Indemnitor, Indemnitor has
agreed to indemnify and hold harmless Lender against any liability or loss
from claims or causes of action due to the failure of Indemnitor or the
Property to comply with any local, state or federal laws or regulations
relating to industrial hygiene and environmental conditions on the Property.


In consideration of the granting of the Loan, and other good and valuable consideration actually received, Indemnitor and Lender agree as follows:


1. Indemnitor shall keep and maintain the Property in compliance with and not
cause or permit the Property to be in violation of any federal, state or
local laws, ordinances or regulations relating to industrial hygiene or
hazardous waste or to the environmental conditions on, under or about the
Property, including but not limited to, soil and ground water conditions.
Indemnitor shall not use, generate, manufacture, store or dispose of on,
under or about the Property or transport to or from the Property any
flammable explosives, radioactive materials, hazardous wastes, toxic
substances or related materials, including, without limitation, any
substance defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations now or
hereafter in effect (collectively "Hazardous Materials"). To the best of
Indemnitor's knowledge, no Hazardous Materials are located on or below the
Property, except as may be disclosed on that certain Phase I environmental
report prepared for Lender with respect to the property.


2. Indemnitor shall immediately advise Lender in writing of (i) any and all
enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened pursuant to any applicable federal,
state or local laws, ordinances, or regulations relating to any Hazardous
Materials affecting the Property ("Hazardous Materials Laws"); (ii) all
claims made or threatened by any third party against Indemnitor or the
Property relating to damage, contribution, cost recovery, compensation, loss
or injury resulting from any Hazardous Materials (the matters set forth in
clauses (i) and (ii) above are hereinafter referred to as "Hazardous
Materials Claims"); and (iii) Indemnitor's discovery of any occurrence or
condition on any real property adjoining or in the vicinity of the Property
that could cause the Property or any part thereof to be classified as
"border-zone property" under California Health and Safety Code, Sections
25220 et seq. or any regulation adopted in accordance therewith, or to be
otherwise subject to any restrictions on the ownership, occupancy,
transferability or use of the Pro ...