M A N A G E M E N T A G R E E M E N T OWNER: MAXUS REALTY TRUST, INC. AGENT: MAXUS PROPERTIES, INC. PREMISES: KING'S COURT APARTMENTS 2300 A Willow Olathe, Kansas 66062 BEGINNING: AUGUST 17, 2001 ENDING: AUGUST 16, 2006 IN CONSIDERATION of the...

                      M A N A G E M E N T   A G R E E M E N T






OWNER:          MAXUS REALTY TRUST, INC.


AGENT:          MAXUS PROPERTIES, INC.


PREMISES:       KING'S COURT APARTMENTS
                0000 X Xxxxxx
                Xxxxxx, Xxxxxx 00000


BEGINNING:      AUGUST 17, 2001


ENDING:         AUGUST 16, 2006



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IN  CONSIDERATION of the covenants herein  contained,  MAXUS REALTY TRUST,  INC.
(hereinafter  called "Owner"),  and MAXUS PROPERTIES,  INC.  (hereinafter called
"Agent"), agree as follows:

1. The Owner hereby employs the Agent exclusively to
rent and manage the property known as King's Court  Apartments  (hereinafter the
"Premises")  upon the terms and conditions  hereinafter set forth, for a term of
five (5) years,  commencing on August 17, 2001,  and  terminating  on August 16,
2006, and thereafter for yearly periods from  time-to-time,  unless on or before
thirty (30) days prior to the date last above-mentioned,  or on or before thirty
(30) days prior to the  expiration  of any such  renewal  period,  either  party
hereto  shall  notify  the other in  writing  that it elects to  terminate  this
Agreement, in which case this Agreement shall be thereby terminated on said last
mentioned date. (See also Paragraph 6.3 below.)

2.  THE AGENT AGREES:

2.1 To accept the management of the Premises, to the extent, for the period, and
upon the terms  herein  provided,  and agrees to  furnish  the  services  of its
organization  for the rental  operation and  management of the Premises.

2.2 To prepare a monthly  statement of receipts and  disbursements and to remit,
on a monthly basis, the net cash flow generated by the Premises after payment of
all operating expenses,  debt service and escrow payments if applicable,  to the
following party:
                            Maxus Realty Trust, Inc.
                                 000 Xxxxxx Xxxx
                        Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000

In the  event  total  monthly  disbursements  are in  excess  of  total  monthly
receipts,  the Owner  shall  promptly  provide  funds to cover such  shortfalls.
Nothing  contained  herein shall  obligate the Agent to advance its own funds on
behalf of the Owner to cover any shortfalls.

2.3 To cause all  employees of the Agent who handle or are  responsible  for the
safekeeping  of any monies of the Owner to be  covered by a fidelity  bond in an
amount and with a company determined by the Agent.

3.  THE OWNER AGREES:

To give the Agent the following authority and powers (all or any of which may be
exercised  in the name of the  Owner  and  agrees  to  assume  all  expenses  in
connection therewith:

3.1 To advertise the Premises or any part thereof;  to display signs thereon and
to rent the same; to cause references of prospective tenants to be investigated;
to sign  leases  for terms  not in  excess  of one (1) year and to renew  and/or
cancel the  existing  leases and  prepare  and  execute  the new leases  without
additional charge to the Owner;  provided,  however,  that the Agent may collect
from tenant all or any of the following:  a late rent  administrative  charge, a
non-negotiable  check charge,  credit  report fee, a sub-leasing  administrative
charge, and/or broker's commission and need not account for such charges and/or

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commission  to the  Owner;  to  terminate  tenancies  and to sign and serve such
notices as are deemed needful by the Agent;  to institute and prosecute  actions
to oust  tenants  and to  recover  possession  of the  Premises;  to xxx for and
recover  rent;  and, when  expedient,  to settle,  compromise,  and release such
actions or suits, or reinstate such  tenancies.  Owner shall reimburse Agent for
all expenses of litigation  including  attorneys'  fees,  filing fees, and court
costs which Agent does not recover from  tenants.  Agent may select the attorney
of its choice to handle such litigation.

3.2 To hire, discharge,  and pay all managers,  engineers,  janitors,  and other
employees;  to make or cause to be made all  ordinary  repairs and  replacements
necessary  to  preserve  the  Premises  in its  present  condition  and  for the
operating  efficiency thereof, and all alterations required to comply with lease
requirements,  and to do decorating on the Premises;  to negotiate contracts for
non- recurring items not exceeding  $5,000.00,  and to enter into agreements for
all necessary repairs, maintenance, minor alterations, and utility services; and
to purchase supplies and pay bills. Agent shall secure the approval of the Owner
for items,  except monthly or recurring  operating charges and emergency repairs
in excess of the  maximum,  if, in the  opinion of the Agent,  such  repairs are
necessary  to protect the  property  from damage or to maintain  services to the
tenants as called for by their tenancy.

3.3 To collect rents and/or assessments and other items due or to become due and
give  receipts  therefor  and to deposit all funds  collected  hereunder  in the
Agent's custodial account.

3.4 Agent agrees to collect all tenant security deposits.  Owner instructs Agent
to  deposit  all  security  deposits  in the  general  operating  account of the
property.  Agent is not to  segregate  the  security  deposits  into a  separate
account or into an escrow account.

3.5 To execute and file all returns and other instruments and do and perform all
acts required of the Owner as an employer with respect to the Premises under the
Federal  Insurance  Contributions  Acts,  the Federal  Unemployment  Tax Act and
Subtitle C of the  Internal  Revenue  Code of 1954 with respect to wages paid by
the Agent on behalf of the Owner and under any similar federal and state law now
or  hereafter  in force (and in  connection  therewith,  the Owner  agrees  upon
request to promptly  execute and  deliver to the Agent all  necessary  powers of
attorney, notices of appointment, and the like).

3.6 The Agent  shall not be  required  to  advance  any  monies  for the care or
management  of said  property,  and the  Owner  agrees  to  advance  all  monies
necessary therefor.  If the Agent shall elect to advance any money in connection
with the property,  the Owner agrees to reimburse the Agent forthwith and hereby
authorizes the Agent to deduct such advances from any monies due the Owner.  The
Agent,  shall, upon instruction from the Owner,  impound reserves each month for
the payment of real estate taxes, insurance, or any other special expenditure.

4.  THE OWNER FURTHER AGREES:

4.1 To  indemnify,  defend,  and  save the  Agent  harmless  from  all  suits in
connection  with the  Premises  and from  liability  for damage to property  and
injuries to or death of any employee or other person whomsoever, and to carry at
his (its) own expense  public  liability,  elevator  liability (if elevators are

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part of the equipment of the  Premises),  and workmen's  compensation  insurance
naming  the Owner and  Agent,  adequate  to  protect  their  interests  in form,
substance,  and amounts reasonably  satisfactory to the Agent, and to furnish to
the Agent  certificates  evidencing the existence of such insurance.  Unless the
Owner shall provide such  insurance and furnish such  certificate  within thirty
(30)  days from the date of this  Agreement,  the  Agent  may,  but shall not be
obligated to, place said insurance and charge the cost thereof to the account of
the Owner.  All such  insurance  policies  shall  provide  that the Agent  shall
receive thirty (30) days' written notice prior to cancellation of the policy.

4.2 To pay all expenses  incurred by the Agent,  including,  but not limited to,
reasonable  attorneys'  fees and Agent's costs and time in  connection  with any
claim,  proceeding,  or suit involving an alleged  violation by the Agent or the
Owner, or both, of any law pertaining to fair employment, fair credit reporting,
environmental protection,  rent control, taxes, or fair housing,  including, but
not limited to, any law  prohibiting or making  illegal,  discrimination  on the
basis of race,  sex,  creed,  color,  religion,  national  origin,  or mental or
physical handicap; provided, however, that the Owner shall not be responsible to
the Agent for any such expenses in the event the Agent is finally adjudicated to
have personally,  and not in a representative  capacity,  violated any such law.
Nothing contained herein shall obligate the Agent to employ counsel to represent
the  Owner in any such  proceeding  or suit,  and the  Owner may elect to employ
counsel to represent the Owner in any such  proceeding  or suit.  The Owner also
agrees to pay  reasonable  expenses (or an  apportioned  amount of such expenses
where other  employers of Agent also benefit from the  expenditure)  incurred by
the Agent in obtaining legal advice regarding  compliance with any law affecting
the premises or activities related thereto.

4.3 To  indemnify,  defend,  and save the Agent  harmless  from all claims,
investigations, and suits, or from actions or failures to act of the Owner, with
respect to any alleged or actual  violation of state or federal  labor laws,  it
being  expressly  agreed and understood that as between the Owner and the Agent,
all persons employed in connection with the Premises are employees of the Owner,
not the Agent.  However,  it shall be the  responsibility of the Agent to comply
with all applicable  state or federal labor laws. The Owner's  obligation  under
this  paragraph  4.3 shall  include the payment of all  settlements,  judgments,
damages,  liquidated damages,  penalties,  forfeitures,  back pay awards,  court
costs, litigation expenses, and attorneys' fees.

4.4 To give adequate  advance  written  notice to the Agent if the Owner desires
that the Agent make payment, out of the proceeds from the premises,  or mortgage
indebtedness,  general taxes, special assessments, or fire, steam boiler, or any
other insurance premiums. In no event shall the Agent be required to advance its
own money in payment of any such indebtedness, taxes, assessments, or premiums.

5.  THE OWNER AGREES TO PAY THE AGENT EACH MONTH:

5.1  MANAGEMENT:Owner  agrees to pay Agent for the  ordinary  management  of the
Premises:  FOUR AND ONE-HALF  PERCENT  (4.5%) of the monthly gross receipts from
the operation of the Premises  during the period this Agreement  remains in full
force and effect.  Gross receipts are all amounts received from the operation of
the Premises  including,  but not limited to,  rents,  parking  fees,  deposits,
laundry income, and fees.


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5.2 OTHER  ITEMS OF MUTUAL  AGREEMENT:  In the event  Owner  requests  and Agent
agrees to perform  services  outside  the scope of  ordinary  management  of the
Premises,  the  parties  will  agree to a fee and  payment  structure  for these
services prior to commencement of the work.

6.  IT IS MUTUALLY AGREED THAT:

6.1 The Owner expressly  withholds from the Agent any power or authority to make
any structural changes in any building or to make any other major alterations or
additions  in or to any such  building  or  equipment  therein,  or to incur any
expense  chargeable  to Owner  other than  expenses  related to  exercising  the
express  powers above vested in Agent without the prior written  direction of an
authorized  representative  of Owner.  Agent is granted  the  authority  to make
structural  changes or major alterations if such actions are required because of
danger to life or which  are  immediately  necessary  for the  preservation  and
safety of the Premises or the safety of the occupants thereof or are required to
avoid the suspension of any necessary service to the Premises.

6.2 The Agent does not assume and is given no  responsibility  for compliance of
any building on the Premises or any equipment  therein with the  requirements of
any statute,  ordinance,  law, or regulation of any governmental  body or of any
public authority or official thereof having  jurisdiction,  except to notify the
Owner  promptly  or  forward to the Owner  promptly  any  complaints,  warnings,
notices,  or  summonses  received  by it  relating  to such  matters.  The Owner
represents  that to the  best of his  (its)  knowledge  the  Premises  and  such
equipment  comply  with all such  requirements  and  authorizes  the Agent,  its
representatives,  servants, and employees,  of and from all loss, cost, expense,
and liability  whatsoever  which may be imposed on them or any of them by reason
of  any  present  or  future  violation  or  alleged  violation  of  such  laws,
ordinances, statutes, or regulations.

6.3 In the event it is alleged or charged  that any  building on the Premises or
any equipment  therein or any act or failure to act by the Owner with respect to
the Premises or the sale,  rental, or other disposition  thereof fails to comply
with,  or is in  violation  of,  any of  the  requirements  of a  constitutional
provision,  statute,  ordinance,  law, or regulation of any governmental body or
any  order or ruling of any  public  authority  or  official  thereof  having or
claiming to have jurisdiction thereover, and the Agent, in its sole and absolute
discretion,  considers  that the action or position  of the Owner or  registered
managing  Agent with  respect  thereto may result in damage or  liability to the
Agent,  the Agent shall have the right to cancel this  Agreement  at any time by
written notice to the Owner of its election so to do, which  cancellation  shall
be  effective  upon the  service  of such  notice.  Such  notice  may be  served
personally  or by  registered  mail,  on or to the person  named to receive  the
Agent's monthly statement at the address  designated for such person as provided
in  Paragraph  2.2  above,  and if  service by mail shall be deemed to have been
served when deposited in the U.S. Mail. Such cancellation  shall not release the
indemnities  of the Owner set forth in  Paragraph  4 and 6.2 above and shall not
terminate any liability or obligation of the Owner to the Agent for any payment,
reimbursement,  or  other  sum of  money  then  due  and  payable  to the  Agent
hereunder.

7. This Agreement may be canceled by Owner before the termination date specified
in  Paragraph 1 on not less than thirty (30) days' prior  written  notice to the
Agent.


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8. The Owner shall pay or reimburse the Agent for any sums of money due it under
this Agreement for service for actions prior to termination, notwithstanding any
termination of this Agreement. All provisions of this Agreement that require the
Owner  to  have  insured  or  to  defend,  reimburse,  or  indemnify  the  Agent
(including,  but not limited to, Paragraphs 4.1, 4.2, and 4.3) shall survive any
termination and, if Agent is or becomes involved in any proceeding or litigation
by reason of having been the Owner's agent,  such  provisions  shall apply as if
this Agreement were still in effect.  The parties  understand and agree that the
Agent may  withhold  funds for  thirty  (30) days  after the end of the month in
which the Agreement is terminated to pay bills  previously  incurred but not yet
invoiced  and to  close  accounts.

This Agreement shall be binding upon the successors and assigns of the Agent and
their successors and assigns of the Owner.

IN WITNESS  THEREOF,  the parties  hereto  have  affixed or caused to be affixed
their respective signatures effective this 13th day of August, 2001.

                              OWNER:

                              MAXUS REALTY TRUST, INC.



                              By: /s/ Xxxxxx X. Xxxxxx
                              Xxxxxx X. Xxxxxx
                              President

                              AGENT:

                              MAXUS PROPERTIES, INC.



                              By: /s/ Xxxx X. Xxxxx
                              Xxxx X. Xxxxx
                              Vice President and Chief Financial Officer

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