M A N A G E M E N T A G R E E M E N T OWNER: BARRINGTON HILLS ACQUISITION, L.L.C. AGENT: MAXUS PROPERTIES, INC. PREMISES: BARRINGTON HILLS APARTMENTS 1221 Reservoir Road Little Rock, Arkansas BEGINNING: NOVEMBER 1, 2001 ENDING: OCTOBER 31, 2006 IN...

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

OWNER:           BARRINGTON HILLS ACQUISITION, L.L.C.


AGENT:           MAXUS PROPERTIES, INC.


PREMISES:        BARRINGTON HILLS APARTMENTS
                 0000 Xxxxxxxxx Xxxx
                 Xxxxxx Xxxx, Xxxxxxxx


BEGINNING:       NOVEMBER 1, 2001


ENDING:          OCTOBER 31, 2006





     IN  CONSIDERATION  of the  covenants  herein  contained,  BARRINGTON  HILLS
ACQUISITION,  L.L.C.  (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 Barrington Hills Apartments  (hereinafter the "Premises") upon
the terms and conditions  hereinafter  set forth,  for a term of five (5) years,
commencing  on November  1, 2001,  and  terminating  on October  31,  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 Properties, 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

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charge, credit report fee, a sub-leasing  administrative charge, and/or broker's
commission and need not account for such charges and/or 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:

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     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
its own expense public liability,  elevator  liability (if elevators are 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:

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     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  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 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 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


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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.

     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 1st day of November, 2001.

                                    OWNER:

                                    BARRINGTON HILLS ACQUISITION, L.L.C.

                                    By: /s/ Xxxx X. Xxxxx
                                        Xxxx X. Xxxxx
                                        Manager

                                    AGENT:

                                    MAXUS PROPERTIES, INC.

                                    By: /s/ Xxxxxx X. Xxxxxx
                                        Xxxxxx X. Xxxxxx
                                        Vice Chairman


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