<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>axr8k091708exh102.txt
<TEXT>
                                                                    EXHIBIT 10.2



                  FIRST MODIFICATION, dated September 17, 2007
                  --------------------------------------------
                 to the Revolving Line of Credit PROMISSORY NOTE
                 -----------------------------------------------
                            dated September 18, 2006
                            ------------------------

     This   First    Modification,    dated   effective   September   17,   2007
("Modification"),  is made to the Revolving Line of Credit PROMISSORY NOTE dated
September 18, 2006 ("Note"),  by AMREP  SOUTHWEST INC.  ("Borrower")  payable to
COMPASS BANK ("Bank").

     1. This  Modification is a written  amendment to the Note, made pursuant to
the provisions contained at page 3 of the Note.

     2. All  capitalized  terms have the  meaning  defined in the Note  unless a
specific definition for such term is contained in this Modification.

     3. By mutual  agreement of the parties,  the Note is modified to extend the
maturity of the Note from September 17, 2008, to September 17, 2009.

     4. The Loan Agreement  dated  September 18, 2006 referenced in the Note has
previously  been replaced by the Loan Agreement  dated January 8, 2007. The Note
as amended by this  Modification  remains  subject to the Loan  Agreement  dated
January 8, 2007.

     5. The Note,  as  amended by this  Modification,  remains in full force and
effect.


AMREP SOUTHWEST INC.


By:     /s/  James Wall                              _____
    ------------------------------------------------------
       James Wall, President


COMPASS BANK


By:     /s/  Ron D. Smith                               __
    ------------------------------------------------------
       Ron D. Smith, City President



</TEXT>
</DOCUMENT>
