Exhibit 10.2


FIRST AMENDMENT


TO PURCHASE AGREEMENT


THIS FIRST AMENDMENT TO
PURCHASE AGREEMENT (“Amendment”) is entered into to be effective as of
November 13, 2006, between BEHRINGER HARVARD NORTHPOINT I LP, a Texas limited
partnership (“Seller”), and MEDICAL EDGE HEALTHCARE GROUP, INC., a Texas
corporation (“Purchaser”).


RECITALS:


A.            Seller and Purchaser entered into that certain Purchase
Agreement, dated as of November 3, 2006 (the “Agreement”) for the
purchase and sale of certain real and personal property, more particularly
described therein.


B.            Seller
and Purchaser now desire to amend and clarify certain terms, provisions and
obligations set forth in the Agreement.


NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


AGREEMENT:


1.             Defined Terms. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreement.


2.             Tenant Estoppels. Seller has informed Purchaser
that Seller has received: (i) the Centex Homes Estoppel Certificate, dated
November 13, 2006, on November 16, 2006 (a copy of which is attached hereto as Exhibit
A and incorporated herein by reference); and (ii) the Fresh Market Deli
Estoppel Certificate, dated November 14, 2006, on November 15, 2006 (a copy of
which is attached hereto as Exhibit B and incorporated herein by
reference).  Purchaser agrees that Seller’s
delivery of these certificates at Closing shall satisfy in full the Closing
conditions set forth in Section 5.4 of the Agreement.


3.             Inspection Period.  Seller and Purchaser hereby agree that the
Inspection Period shall be extended to and shall expire on December 21, 2006 at
5 p.m., Dallas, Texas time


4.             Closing Date. 
Seller and Purchaser hereby agree that the Closing Date shall be
December 28, 2006.


5.             Permitted Assignees.  Seller and Purchaser hereby agree that all
representations and warranties made by the parties in the Agreement shall inure
to the benefit of any Permitted Assignee, as such representations or warranties
may be modified or limited therein.


6.             Effect of Amendment.  This Amendment modifies and amends the
Agreement and the terms and provisions hereof shall supersede and control over
any contrary or conflicting terms and provisions set forth in the Agreement.
The Agreement, as amended by this Amendment, remains in full force and effect.









 



7.             Counterparts. 
To facilitate execution of this Amendment, this Amendment may be
executed in multiple counterparts, each of which, when assembled to include an
original signature for each party contemplated to sign this Amendment, will
constitute a complete and fully executed original.  All such fully executed original counterparts
will collectively constitute a single agreement.


8.             Facsimile Signatures.  In order to expedite the transaction
contemplated herein, telecopied or facsimile signatures may be used in place of
original signatures on this Amendment. 
Seller and Purchaser intend to be bound by the signatures on the
telecopied document, are aware that the other party will rely on the telecopied
signatures, and hereby waive any defenses to the enforcement of the terms of
this Amendment based on the form of signature.


9.             Headings. The headings of the various paragraphs
of this Amendment have been inserted only for convenience, and shall not be
deemed in any manner to modify or limit any of the provisions of this
Amendment, or be used in any manner in the interpretation of this Amendment.


[signatures appear on following
page]



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IN WITNESS WHEREOF, this Amendment is effective as
of the date first above written.


	
  

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD NORTHPOINT I LP, a

  Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP, LLC, a

  Texas limited liability company

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  MEDICAL EDGE HEALTHCARE GROUP, INC.,

  
	
   

  	
  a Texas corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 



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EXHIBIT A


CENTEX HOMES ESTOPPEL CERTIFICATE









 



EXHIBIT B


FRESH MARKET DELI ESTOPPEL CERTIFICATE