FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

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                                                                    EXHIBIT 10.7

                               FIRST AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT


         THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and executed effective as of November 28, 2000, by and between XXXXXX
INCOME PROPERTIES II, LTD., a Texas limited partnership ("Seller") and XXXXXXX
X. XxXXXXX, XX. ("Purchaser").

         Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated effective as of October 29, 2000 (said Purchase and Sale
Agreement, herein called the "Agreement"). Purchaser and Seller now desire to
amend the Agreement.

         NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

            1. Subordination Agreements. Section 7.4(e) is hereby amended to add
      the requirement that at Closing, Seller shall deliver to Purchaser
      Subordination Agreements substantially in the form of Exhibit A attached
      to this Amendment executed by tenants representing at least seventy
      percent (70%) of the rentable square feet of space in the Improvements
      (collectively, the "Subordination Agreements"). Section 9.1(d) is hereby
      amended to add the phrase "and Subordination Agreements" in line one and
      line three immediately following the words Tenant Estoppel Certificates.

            2. Ratification. Except as provided otherwise in this Amendment, the
      Agreement shall continue in full force and effect in accordance with its
      terms.

            3. Defined Terms. Terms defined in the Agreement shall have the same
      meaning when used in this Amendment.

            4. Counterparts. This Amendment may be executed in two or more
      identical counterparts, each of which when so executed shall be deemed to
      be an original, but all of which when taken together shall constitute one
      and the same instrument.


                             REMAINDER OF THIS PAGE
                            LEFT BLANK INTENTIONALLY


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

                                        PURCHASER:


                                        /s/ Xxxxxxx X. XxXxxxx, Xx.
                                        ----------------------------------------
                                        XXXXXXX X. XxXXXXX, XX.


                                        SELLER:

                                        XXXXXX INCOME PROPERTIES II, LTD.,
                                        a Texas limited partnership

                                        By: Xxxxxx Realty Investors IX, Inc., a
                                            Texas corporation
                                            General Partner

                                            By: /s/ Xxxxx Xxxx
                                               ---------------------------------
                                            Name:   Xxxxx Xxxx
                                            Title:  Executive Vice President