<PAGE>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-QSB

                 Quarterly Report under Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934

                  For the Quarterly Period ended March 31, 1999
                           Commission File No. 0-20120

                           TMP INLAND EMPIRE VII, LTD
                        A CALIFORNIA LIMITED PARTNERSHIP
           (Name of small business issuer as specified in its charter)


            CALIFORNIA                                  33-0416043
(State or other jurisdiction of          (I.R.S.  Employer Identification No.)
incorporation or organization)

                      801 North Parkcenter Drive, Suite 235
                           Santa Ana, California 92705
          (Address of principal executive offices, including Zip Code)

                                 (714) 836-5503
                (Issuer's telephone number, including area code)



Check  whether the issuer [1] filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and [2] has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Transitional Small Business Disclosure Format:____Yes__X__No


<PAGE>



PART I  - FINANCIAL INFORMATION

Item 1.           Financial Statements

The following financial statements are filed as a part of this form 10-QSB:

Balance  Sheets  as of March 31,  2000 and  December  31,  1999,  Statements  of
Operations  for the three  months ended March 31, 2000 and 1999,  Statements  of
Cash Flows for the three months ended March 31, 2000 and 1999.

The interim financial statements presented have been prepared by the Partnership
without audit and in the opinion of the management, reflect all adjustments of a
normal  recurring  nature  necessary for a fair  statement of (a) the results of
operations  for the three months ended March 31, 2000 and 1999 (b) the financial
position  at March 31,  2000 and (c) the cash flows for the three  months  ended
March 31, 2000 and 1999.  Interim  results  are not  necessarily  indicative  of
results for a full year.

The balance  sheet  presented  as of December 31, 1999 has been derived from the
financial  statements  that have been audited by the  Partnership's  independent
public  accountants.  The  financial  statements  and  notes  are  condensed  as
permitted by Form 10-QSB and do not contain certain information  included in the
annual  financial  statements  and  notes  of  the  Partnership.  The  financial
statements  and notes  included  herein should be read in  conjunction  with the
financial statements and notes included in the Partnership's Form 10-KSB.
                                       2

<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                                 March 31,         December 31,
                                                  2000                1999
                                               (unaudited)
                                               --------------------------------

                                     Assets
<S>                                         <C>                  <C>

Cash                                        $     2,901          $    3,138
Investment in Unimproved Land, net (Note 1)   2,811,019          2,784,496
                                            ------------          ---------

    Total Assets                            $ 2,813,920$          2,787,634
                                            ===========    ================


                        Liabilities and Partners Capital

Accounts Payable                            $     8,631       $           0
Due to Affiliates (Notes 5 and 6)               857,833             802,191
Franchise Tax Payable                             1,600                 800
Property Taxes Payable                           12,987                   0
Notes Payable (Note 7)                          369,000             369,000
                                            ------------       ------------

    Total Liabilities                         1,250,051           1,171,991
                                            ---------            ---------

General Partners                                (61,289)            (60,771)
Limited Partners: 8,700 Equity Units
  Authorized and Outstanding                  1,625,158           1,676,414
                                            ---------             ---------


    Total Partners Capital                    1,563,869           1,615,643
                                            ------------          ---------

    Total Liabilities and Partners Capital   $2,813,920$          2,787,634
                                            ===========    ================
</TABLE>






                 See Accompanying Notes to Financial Statements


<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                            Statements of Operations

                                   (Unaudited)


                                                       Three Months Ended
                                                    March 31,          March 31,
                                                      2000              1999
                                                    --------------------------

Income
<S>                                                 <C>          <C>

     Interest                                       $         0  $            0
                                                    ------------             --

Total Income                                                  0               0
                                                    ------------   ------------

Expenses

     Accounting & Financial Reporting                    15,801           5,796
     Outside Professional Services                        8,846           6,788
     General  & Administrative                            3,226           4,188
     Interest                                            23,101          12,339
                                                    ------------      ---------

Total Expenses                                           50,974          29,111
                                                    ------------    ------------

Loss Before Income Taxes                                (50,974)        (29,111)

     State Franchise Tax                                    800             800
                                                    ------------    ------------

Net Loss                                            $   (51,774) $      (29,911)
                                                    ============    ============


Allocation of Net Loss  (Note 4):

     General Partners, in the Aggregate:            $      (518) $         (299)
                                                    ============    ============

     Limited Partners, in the Aggregate:            $   (51,256) $      (29,612)
                                                    ============    ============

     Limited Partners, per Equity Unit:             $     (5.89) $        (3.40)
                                                    ============    ============
</TABLE>




                 See Accompanying Notes to Financial Statements
                                       4

<PAGE>
<TABLE>
<CAPTION>


                           TMP INLAND EMPIRE VII, LTD

                        A California Limited Partnership

                             Statement of Cash Flows

                                   (unaudited)

                                                        Three months Ended
                                                     March 31           March 31
                                                     2000                 1999
                                                 ------------       ----------

Cash Flows from Operating Activities:
<S>                                              <C>            <C>

Net Loss                                         $   (51,774)   $       (29,911)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided By (Used In) Operating Activities:
    Increase in Due to Affiliates                     55,642            432,117
    Decrease in Prepaid Expenses                           0              2,358
    (Decrease) Increase in Interest  & Accounts
    Payable                                            8,631            (57,021)
    Increase in Franchise Tax Payable                    800                  0
    Increase in Property Taxes Payable                12,987             12,725
                                                 ------------       ------------
      Net Cash Provided By Operating Activities       26,286            360,268

Cash Flows from Investing Activities:
    Increase in Investment in Unimproved Land        (26,523)           (49,523)
                                                 ------------       ------------
       Net Cash Used In Investing Activities         (26,523)           (49,523)

Cash Flows from Financing Activities:
    Payments Made on Notes Payable                         0           (307,704)
                                                 ------------       -----------
        Net Cash Used In Financing Activities              0           (307,704)
                                                 ------------       ------------

Increase (Decrease) in Cash                             (237)             3,041

Cash, Beginning of Period                              3,138                547
                                                 ------------       ------------

Cash, End of Period                              $     2,901    $         3,588
                                                 ===========       ============

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Taxes                              $         0    $           800
                                                 ============            =======

Cash Paid for Interest                           $    83,557    $        73,882
                                                 ============       ============
</TABLE>


                 See Accompanying Notes to Financial Statements
                                       5

<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements

                                 March 31, 2000

                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies

General - TMP Inland Empire VII, Ltd. (the Partnership) was organized in 1990 in
accordance with the provisions of the California Uniform Limited Partnership Act
for the purpose of  acquiring,  developing  and  operating  real property in the
Inland Empire area of Southern California.

Accounting  Method  - The  Partnership's  policy  is to  prepare  its  financial
statements on the accrual basis of accounting.

Investment in Unimproved  Land - Investment in unimproved  land is stated at the
lower of cost or fair value.  All costs  associated  with the  acquisition  of a
property are capitalized.  Additionally,  the Partnership capitalizes all direct
carrying costs (such as interest  expense and property  taxes).  These costs are
added to the cost of the  properties  and are deducted  from the sales prices to
determine gains, if any, when properties are sold.

Syndication Costs - Syndication costs (such as commissions,  printing, and legal
fees)  totaling  $1,007,223  represent  costs  incurred  to raise  capital  and,
accordingly, are recorded as a reduction in partners' capital (see Note 3).

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

Concentration  - All unimproved  land parcels held for investment are located in
the Inland Empire area of Southern  California.  The eventual sales price of all
parcels  is  highly  dependent  on the  real  estate  market  condition  in that
geographical  area. The  Partnership  attempts to mitigate any potential risk by
continually  monitoring  the market  conditions  and  holding  the land  parcels
through any periods of declining market conditions.

Income Taxes - The entity is treated as partnership  for income tax purposes and
accordingly  any income or loss is passed  through and taxable to the individual
partners.  Accordingly,  there is no provision  for federal  income taxes in the
accompanying financial statements. However, the minimum California Franchise Tax
payable annually by the Partnership is $800.
                                       6
<PAGE>

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements

                                 March 31, 2000

                                   (Unaudited)

Note 2 - Organization of the Partnership

The  Partnership  was originally  formed on July 20, 1990 with TMP Properties (A
California  General  Partnership)  and  TMP  Investments,   Inc.  (A  California
Corporation) as the general partners ("General Partners").  The partners' of TMP
Properties  are William O. Passo,  Anthony W.  Thompson  and Scott E.  McDaniel.
William  O.  Passo  and  Anthony  W.  Thompson  were  the  shareholders  of  TMP
Investments,  Inc.  until  October 1, 1995,  when they sold their  shares to TMP
Group, Inc. and then became the shareholders of TMP Group, Inc.

The  Partnership  originally  acquired four separate  parcels of unimproved real
property in Riverside and San Bernardino Counties,  California. During 1992, one
additional  parcel in Riverside  County was  purchased by the  Partnership.  The
properties  were to be held for  investment,  appreciation,  and  ultimate  sale
and/or  improvement  of all or portion  thereof,  either alone or in conjunction
with a joint venture partner.

The  partnership  agreement  provides for two types of  investments:  Individual
Retirement  Accounts (IRA) and others. The IRA minimum purchase  requirement was
$2,000 and all others were a minimum purchase requirement of $5,000. The maximum
liability of the limited partners is the amount of their capital contribution.

Note 3 - Partners Contributions

The  Partnership  offered  for sale  8,700  units at  $1,000  each to  qualified
investors.  As of  December  31,  1992,  all 8,700 units had been sold for total
limited partner  contributions  of $8,700,000.  There have been no contributions
made by the  General  Partners  since its  formation.  As  described  in Note 1,
syndication costs have been recorded as a reduction in partners' capital.
                                       7

<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements

                                 March 31, 2000

                                   (Unaudited)

Note 4 - Allocation of Profits, Losses and Cash Distributions

Profits,  losses, and cash distributions are allocated 99 percent to the limited
partners and one percent to the General Partners until the limited partners have
received  an amount  equal to their  capital  contributions  plus a  cumulative,
non-compounded  return of six percent per annum based on their adjusted  capital
account  balances.   At  that  point,   remaining   profits,   losses  and  cash
distributions  are  allocated  83.5  percent to the  limited  partners  and 16.5
percent to the General Partners. There were no distributions in 2000 or 1999.

Note 5 - Agreements with PacWest Inland Empire, LLC  (PacWest),

In March 1998,  the General  Partners  entered into an agreement  (the Financing
Agreement) with PacWest, a Delaware Limited Liability  Company,  whereby PacWest
paid a  total  of  $300,000  to the  General  Partners  and  ten  other  related
partnerships (the TMP Land Partnerships).  In addition, PacWest agreed to pay up
to an  additional  $300,000  for any  deficit  capital  accounts  for  these  11
partnerships in exchange for the rights to the General Partners'  distributions;
referred to as a "distribution fee" as defined by the Financing Agreement.

In  addition,  PacWest has agreed to loan and/or  secure a loan for the TMP Land
Partnerships in the amount of $2,500,000.  Loan proceeds will be allocated among
the TMP Land Partnerships, based on partnership needs, from recommendations made
by PacWest,  and under the approval and/or direction of the General Partners.  A
portion of these funds will be loaned to the  Partnership at 12% simple interest
beginning  April 1,  1998.  The  borrowings  are  secured  by the  Partnership's
properties,  and funds will be loaned,  as needed, in the opinion of the General
Partners.  These funds are not to exceed 50% of the 1997 appraised  value of the
properties, and will primarily be used to pay for on-going property maintenance,
reduction of existing debt, property taxes in arrears,  appropriate  entitlement
costs and partnership operations.
                                       8

<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements

                                 March 31, 2000

                                   (Unaudited)

As of March 31, 2000 the TMP Land  Partnerships  have been funded  approximately
$2,981,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships is not limited to a
maximum of $2,500,000.

Pursuant to the Financing Agreement,  PacWest has acquired the General Partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the General Partners.

In April 1998,  PacWest  entered into the Management  Agreement with the General
Partners to provide the Partnership with overall management,  administrative and
consulting  services.  PacWest  currently  contracts  with third  party  service
providers  to  perform  certain  of  the  financial,  accounting,  and  investor
relations'  services  for the  Partnership.  PacWest  will  charge a fee for its
administrative   services   equal  to  an  amount  not  to  exceed  the  average
reimbursements  to the General  Partners  for such  services  over the past five
years. As of March 31, 2000 and December 31, 1999, the Partnership has an amount
due of approximately $858,000 and $802,000, respectively, including interest, to
PacWest related to the aforementioned agreements.

Note 6 - Related Party Transactions

Syndication  costs  (see  Notes  1  and  3)  netted  against  partners'  capital
contributions include $870,000 of selling commissions paid in prior years to TMP
Capital Corp. for the sale of partnership units of which a portion was then paid
to  unrelated  registered  representatives.  William  O.  Passo and  Anthony  W.
Thompson were the  shareholders of TMP Capital Corp. until October 1, 1995, when
they sold their shares to TMP Group, Inc.

Investment in  unimproved  land  includes  acquisition  fees of $500,000 paid in
prior years to TMP Properties, TMP Investments,  Inc., and the General Partners,
for services rendered in connection with the acquisition of the properties.

See Note 5 regarding information on management of the Partnership during 2000.
                                       9
<PAGE>

                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                        Notes to the Financial Statements

                                 March 31, 2000

                                   (Unaudited)

Note 7 - Notes Payable

In 1997, the Partnership  entered into an amended loan agreement with an outside
party who  provided  engineering  services for various  land  parcels.  The loan
amount of $317,704 accrued interest at 10% per annum, and was originally payable
on or before February 28, 1998. The loan was guaranteed by the general  partners
of TMP Properties and by TMP Properties.  The note was repaid in full in January
1999.

In February 1997, the Partnership  entered into a loan agreement with an outside
party by offering parcels owned by the Partnership as collateral. The total loan
amount of $125,000 accrued interest at 14% per annum,  with the interest payable
monthly  beginning  April 1, 1997.  The principal was originally due in February
1999. In February  1999, the note was amended to extend the due date to February
2001,  to decrease the interest  rate to 12.25% and reduce the monthly  interest
payment to $1,276  beginning on March 1, 1999.  For the three months ended March
31,  2000,  $2,552  of the  interest  relating  to this  note has been  paid and
capitalized to investment in unimproved land.

In 1997, the Partnership  entered into a loan agreement with an outside party by
offering  parcels owned by the Partnership as collateral.  The total loan amount
of $233,825  accrues  interest at 13.5% per annum,  and the  interest is payable
monthly. This note was refinanced in November 1999. The original lender was paid
off and the Partnership  entered into a new loan agreement.  The new loan amount
of $244,000 accrues interest at 12% per annum. The interest payment of $2,440 is
due monthly with the initial interest payment due December 1, 1999. The due date
of the loan is November 2001. For the three months ended March 31, 2000,  $4,880
of interest relating to this note has been paid and capitalized to investment in
unimproved land.
                                       10

<PAGE>



                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 March 31, 2000

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

The  following   discussion   and  analysis   provides   information   that  the
Partnership's management believes is relevant to an assessment and understanding
of the  Partnership's  results  of  operations  and  financial  condition.  This
discussion  should be read in  conjunction  with the  financial  statements  and
footnotes, which appear elsewhere in this report.

This Quarterly Report on Form 10-QSB contains forward-looking  statements within
the meaning of Section 27A of the  Securities Act of 1933 and Section 21E of the
Securities  Exchange Act of 1934, which are subject to the "safe harbor" created
by that section.  Words such as "expects,"  "anticipates,"  "intends,"  "plans,"
"believes,"  "seeks,"  "estimates" and similar expressions or variations of such
words are  intended  to  identify  forward-looking  statements,  but are not the
exclusive  means  of  identifying  forward-looking  statements  in this  report.
Additionally,  statements  concerning  future  matters  such  as  the  features,
benefits and advantages of the Partnership's property regarding matters that are
not historical are forward-looking  statements.  The Partnership's actual future
results  could differ  materially  from those  projected in the  forward-looking
statements.  The Partnership assumes no obligation to update the forward-looking
statements.  Readers  are urged to review and  consider  carefully  the  various
disclosures  made by the  Partnership  in this report,  which attempts to advise
interested  parties of the risks and factors  that may affect the  Partnership's
business, financial condition and results of operations.

Readers are urged to review and consider carefully the various  disclosures made
by the Partnership in this report,  which attempts to advise interested  parties
of the risks and factors that may affect the Partnership's  business,  financial
condition and results of operations.

Results of Operations

The  following  discussion  should  be read in  conjunction  with  the  attached
financial  statements  and  notes  thereto  and with the  Partnership's  audited
financial  statements  and notes thereto for the fiscal year ended  December 31,
1999.
                                       11

<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 March 31, 2000

During the period from inception (July 20, 1990) through  December 31, 1991, the
Partnership  was engaged  primarily in the sale of Units of Limited  Partnership
Interest  ("Units") and the investment of the subscription  proceeds to purchase
parcels of unimproved  real  property.  The only cash revenues  received  during
1995-1999 was from the interest income earned on funds held.

The  Partnership  recognized  losses in 1995 and 1996 due to the  write-down  in
value of the  Partnership  land. The decline in land value was due mainly to the
downturn in Southern California's real estate market.

The  Partnership's  management  believes  that  inflation has not had a material
effect on the Partnership's results of operations or financial condition.

Fiscal Quarters Ended March 31, 2000 and 1999

There were no Partnership  revenues during the  three-month  periods ended March
31, 2000 and 1999. No properties were sold during the periods presented.

Investing  activities  for the three  months  ended March 31, 2000 and 1999 used
approximately  $27,000  and  $50,000  of cash,  respectively;  mainly to pay for
development  and  carrying  costs of the land  held  for  investment.  Financing
activities for the three months ended March 31, 1999 used approximately $308,000
to payoff a note payable.

Total expenses for the three months ended March 31, 2000 compared with the three
months ended March 31, 1999, increased by approximately $22,000 due primarily to
increases in Accounting & Financial Reporting, Outside Professional Services and
Interest  Expense.  Interest  Expense  increased  by  $10,762  pursuant  to  the
Financing  Agreement  with  PacWest  entered  into April 1, 1998.  Accounting  &
Financial  Reporting  increases are directly  related to the timing of the costs
incurred to prepare audit and file the appropriate financial information for the
Partnership.  In accordance  with the  Management  Agreement,  reimbursement  of
certain outside consultant expenses charged to the Partnership by PacWest,  were
incurred during the three-month  period ended March 31, 2000 and not in the same
period ended March 31, 1999. These charges amounted to approximately  $1,200 and
are primarily  responsible for the increase in Outside Professional  Services of
$2,058.  The remaining  increase is related to the timing and payment of certain
insurance expenses based on new contract negotiations.
                                       12

<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 March 31, 2000

Due to Affiliates  increases as the  Partnership  pays its' operating  costs. As
discussed above, and pursuant to the Financing Agreement,  all funds required to
pay for operating costs are received from PacWest. During the three month period
ended March 31, 1999, the  Partnership  paid off one of its' notes payable which
required approximately $365,000 of funds (principal and interest) from PacWest.

The Partnership had five properties as of March 31, 2000 that are being held for
appreciation and resale. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds,  less any reserves  needed for operations,  to
the partners.

Liquidity and Capital Resources

The Partnership has raised a total of $7,722,751, net of syndication costs, from
the sale of Units.  During the period from inception  through December 31, 1995,
the  Partnership  acquired  a total of five  properties  for all cash at a total
expenditure of $7,457,705.  The Partnership capitalized the acquisition costs of
the property and direct carrying costs, such as interest and property taxes. The
Partnership does not intend to acquire any additional properties.  The remaining
five  properties are being held for resale.  Upon sale, if any, the  Partnership
intends  to  distribute  the  sales  proceeds,  less  any  reserves  needed  for
operations, to the partners.

The  Partnership  owns land in the Riverside and San Bernardino  counties.  That
region of Southern California  experienced a significant economic recession that
has  substantially  eroded the value of real estate in that area.  The region is
beginning  to show some signs of recovery;  however,  the recovery has been very
slow.

In March and November 1997, the General Partners  procured loans of $125,000 and
$233,825, respectively to provide cash for partnership operations. The loans are
secured  by  partnership  land.  Both  these  loans  were  either  paid  off  or
renegotiated  during  the year  ended  December  31,  1999.  (See  Note 7 in the
accompanying financial statements).

The  Partnership  had a note with Ludwig  Engineering for the engineering on the
Victorville  70-acre parcel. This note was paid off in January 1999. (See Note 7
in the accompanying financial statements).

There are no current  plans to further  develop  any of the  parcels,  and it is
expected that no such plans would be undertaken unless adequate funding could be
obtained, either from the sale or refinancing of parcels or from a joint venture
partner.
                                       13

<PAGE>


                           TMP INLAND EMPIRE VII, LTD.
                        A California Limited Partnership

                                 March 31, 2000

In March 1998, the General  Partners  entered into the Financing  Agreement with
PacWest,  whereby  PacWest paid a total of $300,000 to the General  Partners and
the TMP Land  Partnerships.  PacWest agreed to pay up to an additional  $300,000
for any deficit  capital  accounts for these 11 partnerships in exchange for the
rights  to  distributions   from  the  General   Partners;   referred  to  as  a
"distribution fee" as defined by the Financing Agreement.

In  addition,  PacWest has agreed to loan and/or  secure a loan for the TMP Land
Partnerships in the amount of $2,500,000.  Loan proceeds will be allocated among
the TMP Land Partnerships, based on partnership needs, from recommendations made
by PacWest,  and under the approval and/or direction of the General Partners.  A
portion of these funds will be loaned to the  Partnership at 12% simple interest
beginning  April 1,  1998.  The  borrowings  are  secured  by the  Partnership's
properties,  and the funds will be  loaned,  as  needed,  in the  opinion of the
General Partners.  These funds are not to exceed 50% of the 1997 appraised value
of the  properties,  and will  primarily  be used to pay for  on-going  property
maintenance,  reduction of existing debt, property taxes in arrears, appropriate
entitlement costs and partnership operations.

As of March 31, 2000 the TMP Land  Partnerships  have been funded  approximately
$2,981,000  by PacWest.  An addendum to the  Financing  Agreement  which  states
PacWest  shall be  entitled  to  increase  the  aggregate  amount of the loan by
written  agreement is currently being approved by both the General  Partners and
PacWest.  Upon signing of this addendum,  PacWest, can, at their option and with
the written agreement of the General Partners,  make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships is not limited to a
maximum of $2,500,000.

Pursuant to the Financing Agreement,  PacWest has acquired the General Partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the General Partners.

In April 1998,  PacWest  entered into the Management  Agreement with the General
partners to provide the Partnership with overall management,  administrative and
consulting  services.  PacWest  currently  contracts  with third  party  service
providers  to  perform  certain  of  the  financial,  accounting,  and  investor
relations'  services  for the  Partnership.  PacWest  is paid an  annual  fee of
$15,998 for its administrative services.
                                       14

<PAGE>


Signatures

Pursuant  to the  requirements  of the  Securities  exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: May 15, 2000

TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership

By:      TMP Investments, Inc., A California Corporation as Co-General Partner


                                      By:      \s\ William O. Passo
                                      -------------------------------------
                                      William O. Passo, President

                                      By:       \s\ Anthony W. Thompson
                                      -------------------------------------
                                      Anthony W. Thompson, Exec. Vice President


By:      TMP Properties, A California General Partnership as Co-General Partner

                                 By:      \s\ William O. Passo
                                       -------------------------------------
                            William O. Passo, Partner

                                 By:       \s\ Anthony W. Thompson
                                       -------------------------------------
                          Anthony W. Thompson, Partner

                                 By:       \s\ Scott E. McDaniel
                                       -------------------------------------
                            Scott E. McDaniel Partner

By:    JAFCO, Inc., A California Corporation  as Chief Accounting Officer

                                 By:      \s\ John A. Fonseca
                                       -------------------------------------
                           John A. Fonseca, President