Exhibit 10.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of March 18, 2005, is entered into and adopted by and between Secured Investment Resources Fund, L.P. III, a Missouri limited partnership (hereinafter "the...

                                                                    Exhibit 10.1
                          AGREEMENT AND PLAN OF MERGER

     This  Agreement and Plan of Merger,  dated as of March 18, 2005, is entered
into and adopted by and between Secured  Investment  Resources Fund, L.P. III, a
Missouri limited  partnership  (hereinafter "the Partnership") and Bicycle Club,
L.L.C., a Missouri limited liability company (hereinafter "the Company").

     WHEREAS,   the  Partnership  is  duly  organized  as  an  existing  limited
partnership under the laws of the state of Missouri.  Xxxxxxx Resources, Ltd. is
the sole general partner of the Partnership; and

     WHEREAS,  the  Partnership is engaged in the ownership and operation of The
Bicycle Club Apartments in Kansas City, Missouri; and

     WHEREAS,  the Company is duly  organized as an existing  limited  liability
company  under  the  laws of the  state of  Missouri.  Maxus  Operating  Limited
Partnership  ("MOLP"),  a Delaware limited partnership is the sole member of the
Company.  Maxus Realty Trust, Inc. (the "REIT"), a Missouri corporation,  is the
sole owner of MOLP; and

     WHEREAS,  the  Partnership  desires to merge  into the  Company in order to
provide  liquidity to limited partners of the Partnership with the Partnership's
existence being canceled by the merger.

     NOW THEREFORE,  in consideration of the mutual  representations,  covenants
and conditions contained herein, the parties agree as follows:








I.   Merger

     Subject to the terms and  conditions in this  Agreement and Plan of Merger,
     on the effective  date as  hereinafter  provided,  and pursuant to MO. Rev.
     Stat. Sec.  347.710,  the Partnership shall be merged in, with and into the
     Company and the Company shall be the surviving entity.

II.  Terms and Conditions of Merger

     The terms and  conditions  of the merger,  the mode of carrying  the merger
     into effect, and the manner and basis of converting  partnership  interests
     of the Partnership into Operating Units of MOLP is as follows:

     A. Partner  Vote.  After the Agreement and Plan of Merger has been approved
     by the general partner and by more than 50% of the Total Outstanding Units,
     and  after  the  approval  of the Board of  Trustees  of the  REIT,  then a
     Certificate of Consolidation or Merger shall be filed with the Secretary of
     State of Missouri.

     B.  Effective  date.  The merger  shall  become  effective on the date said
     Certificate of Consolidation or Merger shall be so filed with the Secretary
     of State of Missouri.




     C. Manner of Conversion.
          1. The partners of the  Partnership  will receive  either cash or upon
          election  and  qualification,  Operating  Units in MOLP,  based on the
          percentage interest of such partners in the Partnership.

          2. The merger consideration equals $4,280,516. Each Limited Partner of
          the  Partnership  will receive  his/her  portion of the  consideration
          based on his/her Partnership  percentage interest.  For example,  each
          limited   partner  in  the   Partnership   will  receive  $577.51  per
          Partnership Unit owned.

          3. Accredited  limited  partners in the Partnership have the option of
          receiving  Operating  Units in MOLP redeemable into shares of stock in
          the  REIT.   Such   accredited   limited   partners  must  complete  a
          Subscription  Agreement  and be accepted by MOLP. In the event of such
          election and acceptance,  the accredited limited partners will receive
          Operating  Units  in MOLP,  under  the  terms of the MOLP  Partnership
          Agreement,  based  upon a $14  per  share  value  of REIT  stock.  For
          example,  each electing accredited limited partner owning a five units
          in   the    Partnership    would   receive   206    Operating    Units
          (5(577.51)=$2,887.55  divided by 14) in MOLP,  plus $3.55 in cash.




     D. Limited Partner Liability.  No limited partner of either the Partnership
     or MOLP will, as a result of the merger,  become  personally liable for the
     liabilities or  obligations of either  partnership.

     E. Cancellation. The Partnership shall, upon completion of the merger, file
     with the  Secretary  of State of Missouri  such  documents  as necessary to
     comply with applicable law.

     F.  Operations.  Upon  the  effective  date  of  the  merger,  the  assets,
     properties, rights, privileges, immunities, debts, liabilities, obligations
     and  all  other  interests  of  the  Partnership  shall  be  deemed  to  be
     transferred  to and  vested in the  Company.  Specifically,  the assets and
     other property of the  Partnership  and the  liabilities and obligations of
     the  Partnership  shall transfer to the Company  without  further action by
     either  party.   The  Company  accepts  such  transfers  and  assumes  such
     obligations.

     G.  Assignment.  All the rights and interest of the  Partnership  under all
     material contracts,  leases,  licenses and choses in action are assigned to
     the Company.

     H. Status.  The Company is formed for the purpose of  effecting  the merger
     and operating the apartment complex.



     I. General.

          1. Counterparts.  For the convenience of the parties and to facilitate
          the filing and  recording  of this  Agreement  and Plan of Merger,  if
          required,  any number of counterparts hereof maybe executed,  and each
          such counterpart shall be deemed an original instrument.

          2. Governing  Law. This agreement  shall in all respect be governed by
          and construed in accordance with the laws of the State of Missouri.

          3.  Amendment.  The parties,  by mutual  consent of all  parties,  may
          amend, modify and supplement this Agreement and Plan of Merger in such
          manner as may be agreed upon in writing.




     IN  WITNESS  WHEREOF,   the  undersigned   being  the  general  partner  of
Partnership and the sole member of the Company have caused this instrument to be
executed as of the day and year first above written.





                                 BICYCLE CLUB, L.L.C.
                                 a Missouri limited liability company

                                 By: Maxus Operating Limited Partnership,
                                     a Delaware limited partnership, its sole
                                     member

                                 By: Maxus Realty GP, Inc.,
                                     a Delaware corporation, its General Partner


                                 By: /s/ Xxxx X. Xxxxx
                                     ----------------------------
                                     Xxxx X. Xxxxx, Vice President





                                 SECURED INVESTMENT RESOURCES FUND, L.P., III
                                 a Missouri Limited Partnership

                                 By: Xxxxxxx Resources, Ltd.
                                 General Partner


                                 By:/s/ Xxxx X. Xxxxx
                                    ------------------------------
                                    Xxxx X. Xxxxx, Vice President