<PAGE>

                                                                    EXHIBIT 10.7

                                    AGREEMENT

         Agreement made this 26th day of March, 2003, to be effective as of
January 1, 2003, by and between National Property Analysts Employee Partnership,
a Delaware limited partnership ("EP"), National Property Analysts Master Limited
Partnership, a Delaware limited partnership ("MLP"), and Penn Valley Pension
Group, a Pennsylvania limited partnership ("PVPG").

                                   BACKGROUND

         EP is the owner of various Wraparound Notes (collectively, the "EP
Notes" and individually, an "EP Note"), Wraparound Mortgages (collectively, the
"EP Mortgages" and individually, an "EP Mortgage"), and Collateral Assignments
of Rents and Leases (collectively, the "EP Collateral Assignments" and
individually, an "EP Collateral Assignment") covering the properties equitably
owned by MLP described in Exhibit A attached hereto and made a part hereof.
Several of the EP Notes, the EP Mortgages, and the EP Collateral Assignments
were acquired by EP from PVPG as the result of the partial exercise by EP of its
rights under that certain Option Agreement dated October 12, 1995, by and
between Main Line Pension Group, L.P., a Delaware limited partnership ("MLPG")
and EP (the "Option").

         PVPG is the owner of various Wraparound Notes (collectively, the "PVPG
Notes" and individually, a "PVPG Note"), Wraparound Mortgages (collectively, the
"PVPG Mortgages" and individually, a "PVPG Mortgage") and Collateral Assignments
of Rents and Leases (collectively, the "PVPG Collateral Assignments" and
individually, a "PVPG Collateral Assignment") covering those properties
equitably owned by MLP described in Exhibit B attached hereto and made a part
hereof.

         EP and MLP now desire to modify and amend certain terms and provisions
of the EP Notes and the EP Mortgages and PVPG and MLP now desire to modify and
amend certain terms and provisions of the PVPG Notes and the PVPG Mortgages.

         NOW THEREFORE, in consideration of the foregoing premises and intending
to be legally bound, and in further consideration of the mutual promises and
agreements of the parties contained herein and for other good and valuable
consideration, receipt whereof is hereby acknowledged, the parties agree as
follows:

         1.       Effective January 1, 2003, the interest rate on any EP Note
                  that is in excess of 4.1% per annum shall be reduced to 4.1%
                  perannum.

         2.       MLP agrees to cause the record title holder of each property
                  encumbered by an EP Mortgage to execute a note and mortgage
                  modification agreement, in form and content acceptable to EP,
                  pursuant to which MLP and EP shall modify all EP Mortgages to:

                           (i) provide that the entry of a judgment lien or any
                  other lien against the record title holder of a property
                  encumbered by an EP Mortgage, unless consented to by EP, shall
                  constitute a default under the EP Mortgage and the EP
                  Collateral Assignment on that property, and the EP Note
                  secured thereby, which will, if not cured within thirty (30)
                  days of the entry of such lien, permit the mortgagee to
                  exercise any and all remedies available under the EP Mortgage,
                  the EP Collateral Assignment, and/or the EP Note secured
                  thereby, including, without limitation, the foreclosure of the
                  EP Mortgage;

                           (ii) cross-default and cross-collateralize the EP
                  Notes and the EP Mortgages on the properties owned by the
                  unaudited partnerships, as contemplated by the terms of that
                  certain Restructuring and Mortgage Modification Agreement
                  effective as of January 1, 1990 by and among MLPG , MLP,
                  National Property Analysts, Inc. and others (the
                  "Restructuring Agreement"), except for the EP Notes and the EP
                  Mortgages encumbering the properties described in Exhibit C
                  attached hereto and made a part hereof, if any; and

                           (iii) cross-default and cross-collateralize the EP
                  Notes and the EP Mortgages on the properties owned by the
                  audited partnership, as contemplated by the Restructuring
                  Agreement, except for the EP Notes and the EP Mortgages
                  described in Exhibit "D" attached hereto and made a part
                  hereof, if any.

         3.       MLP agrees to cause the record title holder of each property
                  encumbered by an EP Mortgage to execute and deliver to EP a
                  deed of future interest, in form and substance acceptable to
                  EP, to be recorded upon signing this Agreement and to vest fee
                  simple title in EP on December 31, 2013 (which is the date on
                  which all EP Notes mature), conveying to EP fee simple title
                  to all properties now equitably owned by MLP in fee.

         4.       MLP agrees to cause the record title holder of each leasehold
                  estate encumbered by an EP Mortgage to execute and deliver to
                  EP an assignment of future interest, in form and substance
                  acceptable to EP, to be recorded upon signing of this
                  Agreement and to vest leasehold title in EP on December 31,
                  2013, assigning to EP the leasehold estate now equitably owned
                  by MLP, and all subleases now or hereafter covering that
                  leasehold estate.

         5.       In connection with (i) a sale by MLP of any property
                  encumbered by an EP Mortgage and an EP Collateral Assignment,
                  or (ii) an assignment by MLP of its leasehold estate in any
                  property encumbered by an EP Mortgage and an EP

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                  Collateral Assignment, EP shall release its liens encumbering
                  the property sold or the leasehold estate assigned for (a) the
                  amount of consideration available, if any, to be paid to EP in
                  connection with such sale or assignment, after paying all
                  transaction costs and all superior liens encumbering the
                  property sold or the leasehold estate assigned, or (b) no
                  additional consideration, if unavailable. Additionally, EP
                  shall join in the execution of any deed or assignment of
                  leasehold estate and execute any other documents that may be
                  required by any purchaser or title company to convey clean
                  title to any property or leasehold estate.

         6.       As consideration for the purchase by EP of the EP Notes, the
                  EP Mortgages, and the EP Collateral Assignments listed on
                  Exhibit "E" attached hereto and made a part hereof from PVPG
                  pursuant to the Option, PVPG agrees that effective January 1,
                  2003, the interest rate on any PVPG Note that is in excess of
                  4.1% per annum shall be reduced to 4.1% per annum.

         7.       As further consideration for the purchase by EP of the EP
                  Notes, the EP Mortgages and the EP Collateral Assignments
                  listed on Exhibit E from PVPG, PVPG and the record title
                  holder of each property encumbered by a PVPG Mortgage shall
                  execute a note and mortgage modification agreement, in form
                  and content acceptable to PVPG, pursuant to which MLP and PVPG
                  shall modify all PVPG Mortgages to:

                           (a) provide that the entry of a judgment lien or any
                  other lien against the record title holder of a property
                  encumbered by a PVPG Mortgage, unless consented to by PVPG,
                  shall be a default under the PVPG Mortgage and the PVPG
                  Collateral Assignment on that property, and the PVPG Note
                  secured thereby, which will, if not cured within thirty (30)
                  days of the entry of such lien, permit the mortgagee to
                  exercise any and all remedies available under the PVPG
                  Mortgage, the PVPG Collateral Assignment, and/or the PVPG Note
                  secured thereby, including, without limitation, the
                  foreclosure of the PVPG Mortgage;

                           (b) cross-default and cross-collateralize the PVPG
                  Notes and the PVPG Mortgages on the unaudited partnerships, as
                  contemplated by the Restructuring Agreement, except for the
                  PVPG Notes and the PVPG Mortgages encumbering the properties
                  described in Exhibit "F" attached hereto and made a part
                  hereof, if any, and;

                           (c) cross-default and cross-collateralize the PVPG
                  Notes and the PVPG Mortgages on the audited partnerships, as
                  contemplated by the Restructuring Agreement, except for the
                  PVPG Notes and the PVPG Mortgages described in Exhibit "G"
                  attached hereto and made a part hereof, if any.

         8.       MLP agrees to cause the record title holder of each property
                  encumbered by a PVPG Mortgage to execute and deliver to PVPG a
                  deed of future interest, in form and substance acceptable to
                  PVPG, to be recorded upon signing this Agreement and to vest
                  fee simple title in PVPG on December 31, 2013 (which is the
                  date on which all PVPG Notes mature), conveying to PVPG fee
                  simple title to all properties now equitably owned by MLP in
                  fee.

         9.       MLP agrees to cause the record title holder of each leasehold
                  estate encumbered by a PVPG Mortgage to execute and deliver to
                  PVPG an assignment of future interest, in form and substance
                  acceptable to PVPG, to be recorded upon signing of this
                  Agreement and to vest leasehold title in PVPG on December 31,
                  2013, assigning to PVPG the leasehold estate now equitably
                  owned by MLP and all subleases now or hereafter covering that
                  leasehold estate.

         10.      In connection with (i) a sale by MLP of any property
                  encumbered by a PVPG Mortgage and a PVPG Collateral
                  Assignment, or (ii) an assignment by MLP of its leasehold
                  estate in any property encumbered by a PVPG Mortgage and a
                  PVPG Collateral Assignment, PVPG shall release its liens
                  encumbering the property sold or the leasehold estate assigned
                  for (a) the amount of consideration available, if any, to be
                  paid to PVPG in connection with such sale or assignment, after
                  paying all transaction costs and all superior liens
                  encumbering the property sold or the leasehold estate
                  assigned, or (b) no additional consideration, if unavailable.
                  Additionally, PVPG shall join in the execution of any deed or
                  assignment of leasehold estate and execute any other documents
                  that may be required by any purchaser or title company to
                  convey clean title to any property or leasehold estate.

         11.      This Agreement represents the entire agreement of the parties
                  with respect to the matters set forth herein and may not be
                  modified, altered, or terminated in any way, except in writing
                  executed by the parties hereto. This Agreement shall be
                  governed by and construed in accordance with the laws of the
                  Commonwealth of Pennsylvania.

         12.      Any transfer taxes, mortgage taxes, intangible taxes,
                  documentary stamps or similar fees required to be paid in
                  connection with the recordation of any of the documents
                  described in this Agreement in favor of EP shall be paid by
                  EP. Any transfer taxes, mortgage taxes, intangible taxes,
                  documentary stamps or similar fees required to be paid in
                  connection with the recordation of any of the

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<PAGE>

                  documents described in this Agreement in favor of PVPG shall
                  be paid by PVPG. MLP, EP and PVPG agree to execute any and all
                  documents that may be necessary or required to effectuate the
                  transactions described in this Agreement.

         13.      In the event of a default by MLP, EP, or PVPG hereunder, the
                  nondefaulting party may enforce its rights hereunder by
                  appropriate injunctive or equitable relief, all parties
                  agreeing that legal remedies may be insufficient under the
                  circumstances.

         EXECUTED as of this 26th day of March, 2003 to be effective as of
         January 1, 2003.

                                  NATIONAL PROPERTY ANALYSTS MASTER
                                  LIMITED PARTNERSHIP, a Delaware
                                  limited partnership

                                  By: EBL&S, INC., a Delaware Corporation,
                                      its General Partner

                                      By: /s/ Edward B. Lipkin
                                          --------------------------------------
                                               Edward B. Lipkin, President

                                  NATIONAL PROPERTY ANALYSTS EMPLOYEE
                                  PARTNERSHIP, a Delaware limited partnership

                                      By: /s/ Edward B. Lipkin
                                          --------------------------------------
                                               Edward B. Lipkin, General Partner

                                  PENN VALLEY PENSION GROUP, a Pennsylvania
                                  limited partnership

                                  By: NATIONAL PROPERTY ANALYSTS EMPLOYEE
                                      PARTNERSHIP, a Delaware
                                     limited partnership, its General Partner

                                      By: /s/ Edward B. Lipkin
                                          --------------------------------------
                                               Edward B. Lipkin, General Partner

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<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT A                     EXHIBIT B                EXHIBIT C                EXHIBIT D

       PROPERTY:                     PROPERTY:                PROPERTY:                PROPERTY:
       ---------                     ---------                ---------                ---------
<S>                             <C>                       <C>                        <C>
Clackamas, OR                   Ardmore, OK               Cottage Grove, MN          Yazoo City, MS
Cottage Grove, MN               Bowling Green, OH         New Hope, MN
Dunmore, PA                     Cahokia, IL
Huntsville, AL                  Crescent City, CA
Hutchinson, MN                  East Haven, CT
Independence, MO                Federal Way, WA
International Falls, MN         Huntington, WV
Lake Mary, FL                   Kalamazoo, MI
Marquette, MI                   Lockport, IL
Maryville, MO                   North Augusta, SC
Menominee, MI                   Oak Lawn, IL
New Hope, MN                    Ocala, FL
North Sarasota, FL              Painesville, OH
O'Fallon, MO                    San Mateo, CA
Perry, GA                       Sault Ste Marie, MI
Philadelphia, PA                Waverly, OH
Seven Hills, OH
Steger, IL
Taylorville, IL
Urbana, IL
Wheelersburg, OH
Yazoo City, MS
</TABLE>

<TABLE>
<CAPTION>
     EXHIBIT E                     EXHIBIT F               EXHIBIT G

     PROPERTY:                     PROPERTY:               PROPERTY:
     ---------                     ---------               ---------
<S>                             <C>                       <C>
Ardmore, OK                     Huntington, WV            Lockport, IL
Cahokia, IL                     Waverly, OH
Crescent City, CA
East Haven, CT
Federal Way, WA
Huntington, WV
Kalamazoo, MI
Lockport, IL
North Augusta, SC
Oak Lawn, IL
Painesville, OH
San Mateo, CA
Sault Ste Marie, MI
Waverly, OH
</TABLE>

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