FIRST AMENDMENT TO LEASE

Lease Agreement

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PALADIN REALTY INCOME PROPERTIES INC | FPA Governor Park Associates, LLC | FPA Governor Park Investors, LLC | FPA/PRIP Governor Park, LLC | GF Governor Park, LLC | Trinity Property Consultants, LLC

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Title: FIRST AMENDMENT TO LEASE
Date: 3/27/2009

EXHIBIT 10.2

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT (“ Amendment ”) is made effective as of the 25th day of March, 2009, and is in addition to and supplements the Master Lease Agreement dated December 20, 2008 (the “ Master Lease ”) by and between FPA Governor Park Associates, LLC, a Delaware limited liability company (“ Landlord ”) and Trinity Property Consultants, LLC, a California limited liability company (“ Tenant ”) for all vacant space located at 6310 Greenwich Drive and 5060 Shoreham Place, San Diego, California (the “ Premises” ).

RECITALS:

A. Landlord and Tenant wish to amend the Master Lease in certain respects to allow for the payment of Base Rent from a specified reserve account for the first twelve (12) months of the Master Lease.

NOW, for good and valuable consideration, and other mutual covenants, Tenant and Landlord hereby agree as follows:

AGREEMENT

1. Definitions . All capitalized terms not otherwise defined in this First Amendment shall have the meanings given to them in the Master Lease.

2. Amendment . The parties agree that the Master Lease shall be further amended in accordance with the following terms and conditions:

Base Rent shall be paid from the Preferred Return Reserve Account, as that term is defined in Section 5.06 of the Limited

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