FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

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                                                                    EXHIBIT 10.2

                               FIRST AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT


         THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and executed effective as of September 19, 2000, by and between XXXXXX
INCOME PROPERTIES II, LTD., a Texas limited partnership ("Seller") and GRACE
DEVELOPMENT, INC., a Tennessee corporation ("Purchaser").

         Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated effective as of August 14, 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. Purchase Price. The Purchase Price of the Property shall be reduced
     to Nine Million Four Hundred Thousand and No/100 Dollars ($9,400,000.00).

          2. Initial Xxxxxxx Money. The amount of Initial Xxxxxxx Money shall be
     increased to Three Hundred Thousand and No/100 Dollars ($300,000.00).

          3. Approval Period. The Approval Period has expired, and Purchaser has
     waived its right of termination under Section 5.1.1 of the Agreement.

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

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

          6. 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.


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                            LEFT BLANK INTENTIONALLY


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

                                  PURCHASER:

                                  GRACE DEVELOPMENT, INC.,
                                  a Tennessee corporation

                                  By:  /s/ Xxxx X. Xxxxx
                                     ------------------------------------------
                                  Name:  Xxxx X. Xxxxx
                                  Title: Vice President


                                  SELLER:

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

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

                                      By:  /s/ Xxxxxxxx Xxxxxxxxx
                                         --------------------------------------
                                      Name:  Xxxxxxxx Xxxxxxxxx
                                      Title: President