M A N A G E M E N T A G R E E M E N T OWNER: Secured Investment Resources Fund, L.P., III AGENT: Maxus Properties, Inc. PREMISES: Bicycle Club Apartments 7909 N. Granby Kansas City, Missouri 64151 BEGINNING: January 1, 2001 ENDING: January 1, 2006 IN...

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

OWNER:               Secured Investment Resources Fund,
                     L.P., III


AGENT:               Maxus Properties, Inc.


PREMISES:            Bicycle Club Apartments
                     0000 X. Xxxxxx
                     Xxxxxx Xxxx, Xxxxxxxx  00000


BEGINNING:           January 1, 2001


ENDING:              January 1, 2006




   IN  CONSIDERATION  of the  covenants  herein  contained,  SECURED  INVESTMENT
RESOURCES FUND,  L.P., III  (hereinafter  called "Owner") and MAXUS  PROPERTIES,
INC. (hereinafter called "Agent") agree as follows:

   1. Owner hereby  employs  Agent  exclusively  to rent and manage the property
known as the Bicycle Club Apartments (hereinafter referred to as the "Premises")
upon the terms and  conditions  hereinafter  set  forth,  for a term of five (5)
years  beginning  on  January 1,  2001,  and  ending on  January  1,  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. 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:

                  Secured Investment Resources Fund, L.P., III
                  c/o Xxxxx X. Xxxxxxx
                  000 Xxxxxx Xxxx
                  X.X. Xxx 00000
                  Xxxxx Xxxxxx Xxxx, Xxxxxxxx   00000

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

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

   3. OWNER AGREES:

   To give Agent the following  authority and powers (all or any of which may be
exercised in the name of 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

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leases without  additional charge to Owner;  provided;  however,  that 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  commissions  to Owner;  to terminate  tenancies and to sign and
serve such notices as are deemed  needful by 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 Owner for
items,  except monthly or recurring  operating  charges and emergency repairs in
excess of the maximum,  if, in the opinion of 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
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  accounts 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 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
Agent on behalf of Owner and  under  any  similar  federal  and state law now or
hereafter in force (and in  connection  therewith,  Owner agrees upon request to
promptly execute and deliver to Agent all necessary powers of attorney,  notices
of appointment, and the like).

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


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   4. OWNER FURTHER AGREES:

   4.1 To indemnify, defend and save Agent harmless from all suits in connection
with the Premises and from  liability for damage to the property and injuries to
or death of any  employee or other  person  whomsoever,  and to carry at its own
expense  public  liability,  elevator  liability  (if  elevators are part of the
equipment of the Premises), and worker's compensation insurance naming Owner and
Agent,  adequate to protect  their  interests  in form,  substance,  and amounts
reasonably   satisfactory  to  Agent,  and  to  furnish  to  Agent  certificates
evidencing  the  existence of such  insurance.  Unless Owner shall  provide such
insurance and furnish such certificate  within thirty (30) days from the date of
this  Agreement,  Agent may, but shall not be obligated to, place said insurance
and charge the cost thereof to the account of Owner. All such insurance policies
shall provide that Agent shall receive thirty (30) days' written notice prior to
cancellation of the policy.

         4.2 To pay all expenses incurred by 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 Agent or 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 Owner shall not be responsible to
Agent for any such  expenses in the event Agent is finally  adjudicated  to have
personally, and not in a representative capacity, violated any such law. Nothing
contained  herein shall obligate  Agent to employ counsel to represent  Owner in
any such  proceeding or suit, and Owner may elect to employ counsel to represent
Owner in any such  proceeding  or suit.  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 Agent in obtaining  legal
advice  regarding  compliance  with any law affecting the Premises or activities
related thereto.

   4.3  To  indemnify,   defend,  and  save  Agent  harmless  from  all  claims,
investigations,  and suits,  or from  actions or failures to act of Owner,  with
respect to any alleged or actual  violation of state or federal  labor laws,  it
being  expressly  agreed and  understood  that as between  Owner and Agent,  all
persons  employed in connection  with the Premises are  employees of Owner,  not
Agent.  However,  it shall be the  responsibility  of Agent to  comply  with all
applicable state or federal labor laws.  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
expense, and attorneys' fees.

   4.4 To give adequate  advance  written  notice to Agent if Owner desires that
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 Agent be required to advance its own
money in payment of any such indebtedness, taxes, assessments, or premiums.

   5. OWNER AGREES TO PAY AGENT EACH MONTH:

   5.1 MANAGEMENT:  Owner agrees to pay Agent for the ordinary management of the
Premises Five Percent (5.0%) 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

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received  from the  operation of the  Premises,  including,  but not limited to,
rents, parking fees, deposits, laundry income, and fees.

   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 Owner  expressly  withholds from 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 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 Owner
promptly, or forward to Owner promptly,  any complaints,  warnings,  notices, or
summonses received by it relating to such matters.  Owner represents that to the
best of its  knowledge  the  Premises  and such  equipment  comply with all such
requirements,   and  authorizes  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 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 Agent,  in its sole and absolute
discretion,  considers  that the  action or  position  of Owner,  or  registered
managing Agent with respect thereto, may result in damage or liability to Agent,
Agent  shall  have the right to cancel  this  Agreement  at any time by  written
notice to 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 Owner's monthly  statement
at the address  designated  for such person as provided in Paragraph  2.2 above,
and if service by mail, it shall be deemed to have been served when deposited in
the U.S. Mail. Such cancellation  shall not release the indemnities of Owner set
forth in Paragraph 4 and 6.2 above,  and shall not  terminate  any  liability or
obligation  of Owner to Agent for any  payment,  reimbursement,  or other sum of
money then due and payable to Agent hereunder.


                                     Page 5


   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 Agent.

   8. Owner shall pay or reimburse 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
Owner to have insured or to defend,  reimburse,  or indemnify 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 Owner's agent, such provisions shall apply as if this Agreement were
still in effect.  The parties understand and agree that 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 Agent, and
upon the successors and assigns of Owner.

   IN WITNESS  THEREOF,  the parties hereto have affixed or caused to be affixed
their respective signatures effective this 1st day of January, 2001.


OWNER:                    SECURED INVESTMENT RESOURCES
                          FUND, L.P. III

                          By: /s/ Xxxxx X. Xxxxxxx
                                  Xxxxx X. Xxxxxxx, Vice President
                                  Xxxxxxx Resources, Ltd.
                                  The General Partner of
                                  Secured Investment Resources Fund, L.P., III

AGENT:                    MAXUS PROPERTIES, INC.

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

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