WITNESSETH:

   1
                                                                     EXHIBIT 10i


STATE OF TENNESSEE
COUNTY OF SHELBY


                      MODIFICATION TO MANAGEMENT AGREEMENT


         This Modification to Management Agreement is made and entered into this
25th day of February, 1998, by and between Xxxxxx Income Properties, II, LTD, a
Texas limited Partnership ("Owner") and Xxxxxxxx Xxxx SE, Inc., a Delaware
corporation ("Operator").

                                   WITNESSETH:

         Whereas, Owner and Operator entered into that certain Management
Agreement for the Managing and operating of certain improved real property,
("Project") commonly known as Germantown Collection, dated August 8, 1990.

         Whereas, the Owner and Operator desire to modify and amend the 
Management Agreement;

         Now, therefore, for and in consideration of the Modification to
Management Agreement, the sum of Ten and 00/100 Dollars ($10.00) in hand paid by
Owner to Operator, the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do agree as follows:

         1        Owner and Operator acknowledge and agree the Management
                  Agreement shall be extended for a period of twelve (12)
                  months, such extension shall commence on January 1, 1998 and
                  expire on December 31. 1998.

         2.       All other terms and conditions of the Management Agreement not
                  specifically amended by this Modification to Management
                  Agreement, are hereby deemed to remain in full force and
                  effect.

         3.       "Permitted Assignment.  Notwithstanding any other provision of
                  this Management Agreement, Operator shall be permitted to
                  assign all of its right, title and interest in and to this
                  Management Agreement to any other entity that is directly or
                  indirectly wholly-owned by Xxxxxxxx Xxxx Company, a Delaware
                  corporation ("TCC"). Such permitted assignment shall include
                  any assignment that may be deemed to occur by operation of law
                  in connection with any merger or consolidation of TCC entity
                  with and/or into any other entity directly or indirectly
                  wholly-owned by TCC (an "Intragroup Merger"). Any such
                  Intragroup Merger"). Any such Intragroup Merger shall not be
                  deemed a breach of, cause a default under or trigger any right
                  of termination under, any other provision of this Agreement."

         IN WITNESS WHEREOF, the parties have executed the foregoing
Modification as of the day and year written above.

OWNER:                                               OPERATOR:

Xxxxxx Income                                        Xxxxxxxx Xxxx SE, Inc.
Properties, II, LTD.


By:      Xxxxxx Realty Investors IX, Inc.
By:      Xxxxx Xxxx                                  By:      Xxxx Xxxxxxx

Title:   Executive Vice President                    Title:   Sr. Vice President