SETTLEMENT AGREEMENT

   SETTLEMENT  AGREEMENT  made as of the 19th day of October,  1999 by and among
Bond Purchase,  L.L.C.  ("Bond Purchase") and the persons and entities listed on
Exhibit A hereto (collectively, with Bond Purchase, the "Bond Purchase Parties")
and CGS Real Estate Company, Inc. ("CGS") and the persons and entities listed on
Exhibit B hereto (collectively, with CGS, the "CGS Parties").

                                   WITNESSETH:

   WHEREAS,  certain of the Bond Purchase Parties and certain of the CGS Parties
have been engaged in protracted and expensive  litigation relating to certain of
the  entities  listed  on  Exhibit  C  hereto  (the  "Nooney/Sierra  Partnership
Parties"); and

   WHEREAS,  Bond  Purchase has filed proxy  material  with the  Securities  and
Exchange Commission ("SEC") seeking to solicit consents from limited partners of
certain of the Nooney/Sierra Partnership Parties; and

   WHEREAS, there are currently pending five separate litigations,  as listed on
Exhibit D hereto,  which the parties  wish to resolve,  settle and dismiss  with
prejudice; and

   WHEREAS, none of the parties hereto admits any liability or obligation to any
of the other parties and is entering into this Settlement  Agreement  solely for
the purpose of minimizing  the expense of these  litigations  and to put to rest
forever and resolve with finality all issues  pertaining to the  management  and
ownership of certain of the Nooney/Sierra Partnership Parties; and

   WHEREAS,  it is the express  intention  of the parties in entering  into this
Settlement  Agreement that all disputes,  past, present and future,  between the
Bond  Purchase  Parties  and  the  CGS  Parties  pertaining  in  any  way to the
Nooney/Sierra  Partnership  Parties  shall be released and resolved  forever and
that  none of the  parties  hereto  shall  hereafter  sue or assert  any  claims
relating in any way to


<PAGE>

forever  and  that  none of the parties hereto shall hereafter sue or assert any
claims relating in any way to the Nooney/Sierra  Partnership Parties against any
other party to this Settlement  Agreement  except for claims arising out of this
Settlement Agreement; and

   WHEREAS,  it is the intention of the parties that the Bond  Purchase  Parties
withdraw all of their proxy material currently on file with the SEC and that the
parties  agree  to  (a)  certain  standstill  agreements  with  respect  to  the
Nooney/Sierra Partnership Parties; and (b) not disparage any other party to this
Settlement Agreement; and

   WHEREAS, it is the intent of the parties that all of the terms and conditions
(and  all of the  obligations  of the  parties)  set  forth  in this  Settlement
Agreement  shall be concluded  and  exchanged  simultaneously.  To that end, the
parties are  establishing an escrow agreement of even date herewith (the "Escrow
Agreement") in the form of Exhibit E hereto;

   NOW,  THEREFORE,  in  consideration of the mutual covenants set forth herein,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

   1. Shares Of Nooney Realty Trust, Inc. (the "REIT").
      -------------------------------------------------

   (a)  Delivery  of  Shares.  On or before  the  Closing  Date (as  defined  in
Paragraph 11 hereof),  the parties which are  designated  as selling  parties on
Exhibit 1 (a) hereto shall deliver to the Escrow Agent (as defined in the Escrow
Agreement) (i)  certificates  representing  75,763 shares of Common Stock in the
REIT (the "REIT Shares"),  and (ii) signature guaranteed stock powers,  executed
in blank, transferring all of the REIT Shares; and

                                       2
<PAGE>

   (b) Payment For Shares.  On or before the Closing Date,  Bond Purchase or its
assigns  shall  deliver to the Escrow Agent by check or wire transfer the sum of
$10.00 per share for each of the REIT Shares  reflected  on Exhibit l(a) hereto;
and

   (c)  Closing.  Payment to the persons  listed on Exhibit 1(a) and delivery of
the stock  certificates and stock powers to Bond Purchase shall be made pursuant
to the terms of the Escrow Agreement.

   (d)  Representations  Of CGS Parties.  The CGS Parties  hereby  represent and
warrant to the Bond Purchase  Parties that on the date hereof and on the Closing
Date (i) each of the  parties  listed on  Exhibit  l(a) is the sole owner of the
REIT  Shares  listed  next to their name on  Exhibit  1(a) free and clear of any
liens,  claims or encumbrances;  (ii) each of the parties listed on Exhibit 1(a)
has not  assigned,  pledged,  transferred,  hypothecated,  margined or otherwise
encumbered the REIT Shares listed next to their name on Exhibit 1(a); (iii) each
of the parties  listed on Exhibit l(a) has full power and  authority to transfer
title to the REIT Shares and perform its other obligations under this Settlement
Agreement  without the consent or approval of any other  person or entity;  (iv)
the  transfer  of the REIT Shares and the capital  stock of  Nooney-4  G.P.  (as
hereinafter  defined)  and  the  execution  of the  agreements  entered  into in
connection  herewith have been duly  authorized  by all necessary  action on its
part;  (v) this  agreement  and each  agreement to be entered into in connection
herewith  constitutes or will constitute the legal, valid and binding obligation
of such person, enforceable in accordance with its terms; (vi) the execution and
delivery of this  Settlement  Agreement and all other  agreements to be executed
and  delivered  by  each  of  the  parties  listed  on  Exhibit  l(a),  and  the
consummation  of the  transactions  contemplated  hereby  and  thereby  by  such
parties,  will not violate any provision of, or constitute a default under,  any
law,  regulation,  order or judgment or any contract or other agreement to which
any of such  parties  is a party or by  which  any of such  parties  is bound or
result in the creation or imposition of any lien, claim, charge


                                       3
<PAGE>

or encumbrance of any nature whatsoever upon any of the REIT Shares;  (vii) upon
delivery to Bond  Purchase  and/or its assignees by the Escrow Agent of the duly
endorsed  certificates  representing  the REIT  Shares set forth on  Exhibit1(a)
pursuant to this  Settlement  Agreement  and the Escrow  Agreement,  and for the
consideration provided herein, Bond Purchase and/or its assignees will be vested
with full right and title, free of all liens,  claims,  charges and encumbrances
of  others of every  character,  to the REIT  Shares  represented  thereby,  and
subject to no  restrictions  as to  transferability  other than  compliance with
state and federal  securities laws and the REIT's articles of incorporation  and
bylaws;  (viii) the persons listed on Exhibit l(d) hereto  constitute all of the
directors and officers of the REIT, and (ix) set forth on Exhibit 1(a) hereto is
a schedule showing all of the REIT Shares owned beneficially or of record by the
CGS Parties or their  Affiliates  (as defined in the  Securities Act of 1933, as
amended (the "Securities Act")), or any person acting in concert with or as part
of a "Group" (within the meaning of Section 13(d)(3) of the Securities  Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"))  with them or any  officer or
director or any of the  foregoing,  and all of the REIT Shares  which any of the
foregoing  has an option,  warrant or right to  acquire or has  entered  into an
agreement or understanding with respect to the acquisition thereof.

   2. Resignations From The Board Of Directors Of The REIT.
      -----------------------------------------------------

   On or before the Closing  Date,  each of the persons  listed on Exhibit  1(d)
hereto shall  deliver to the Escrow Agent (a)  resignations  from all  corporate
officers  and from the board of directors of the REIT in the form of Exhibit 2-1
hereto;  and (b) a unanimous  written consent of the Board of Directors,  in the
form of  Exhibit  2-2  hereto,  executed  by all of the  members of the board of
directors  of the REIT,  which  will have the  effect,  if and when the  Closing
occurs,  of  appointing  the initial new member of the board of directors of the
REIT (who  shall be one of the  persons  listed on Exhibit  2-3),  who will then
appoint  the other  persons  listed on  Exhibit  2-3  hereto as the new board of
directors of the REIT.

                                       4
<PAGE>

   3. Termination of Management Agreements.
      -------------------------------------

   On or before the Closing Date,  CGS shall cause to be delivered to the Escrow
Agent a  termination  of each of the  management  and other  service  agreements
between CGS or its  "Affiliates"  (as  defined in Section 405 of the  Securities
Act) and the REIT or Nooney-4 in the form of Exhibit 3 hereto. No termination or
other unearned fee shall be payable in connection therewith,  but subject to the
provisions  of Section 14 hereof,  CGS or such  Affiliates  shall be entitled to
fees and expenses  accrued in the ordinary course of business in accordance with
past practice pursuant to such agreements.

   4. Form 8-K For The REIT.
      ----------------------
   Each of the  parties  hereto  hereby  agrees  that a Form  8-K,  in the  form
attached hereto as Exhibit 4, shall be filed with the SEC by the REIT as soon as
possible  after the Closing (as defined in paragraph 11 hereof) takes place (but
only if the Closing in fact takes place).

   5. Future REIT Management/D&O Insurance/Indemnity. From and after the Closing
      -----------------------------------------------
Date:

   (a) the CGS Parties hereby agree that they shall not, directly or indirectly,
be involved in the management of the REIT;

   (b) Bond  Purchase  hereby  covenants and agrees,  on its own behalf,  and on
behalf of the REIT (such  covenants  to be effective  only if the Closing  takes
place)  that (i) prior to the Closing the REIT may  purchase  D&O tail  coverage
pursuant to which the present D&O  insurance  shall be  maintained in force with
respect to transactions occurring prior to the Closing Date covering the parties
listed on Exhibit 1(d) hereto and each of the CGS Parties at the present  limits
until  December  31,  2004,  at no cost or  expense  to any of  them,  and  (ii)
subsequent  to the  Closing,  it will not take any action to  terminate or limit
such coverage; and



                                       5
<PAGE>

   (c) Bond Purchase covenants that (i) at the Closing, indemnities, in the form
attached hereto as Exhibit 5(c)-1, will be delivered by Bond Purchase to the CGS
Parties,  their control  persons and each of the persons  listed on Exhibit 1(d)
hereto with respect to claims,  liabilities,  losses,  suits,  damages and costs
arising in  connection  with  actions by the past,  present  and future  limited
partners of Nooney-4 or the past,  present and future  shareholders  of the REIT
relating  to the  transactions  pursuant to  Sections  1(a),  2 and 8(a) of this
Settlement  Agreement,  and (ii)  Bond  Purchase,  the REIT and  Nooney-4  shall
deliver, at the Closing, agreements in the form of Exhibit 5(c)-2, committing to
continue in effect  indemnification  of the persons listed on Exhibit l(d) under
existing  agreements  or  arrangements,  copies of which are attached  hereto as
Exhibit 5(c)-3.

   6.  Representations And Warranties Of Bond Purchase Concerning
       The Change Of Control of the REIT.
       ----------------------------------------------------------

   (a) Bond Purchase hereby  represents and warrants to the CGS Parties and each
of the persons listed on Exhibit 1(d) hereto:

   (i) that neither it nor any of its controlling persons nor any of the persons
listed on Exhibit 2-3 has ever been convicted of a crime (including felonies and
misdemeanors, but excluding violations and offenses);

   (ii)  that  neither  it nor  any of its  controlling  persons  nor any of the
parties  listed  on  Exhibit  2-3 has ever  been the  subject  or  target  of an
investigation  by the SEC, or any federal or state law enforcement  agency,  the
NASD or any self-regulatory organization in the securities business;

   (iii)  that  neither  it nor any of its  controlling  persons  nor any of the
parties  listed on Exhibit 2-3 has ever been found to have  breached his, its or
her fiduciary duty to another person; and



                                       6
<PAGE>

   (iv)  that  neither  it nor  any of its  controlling  persons  nor any of the
parties  listed on Exhibit 2-3 has any present  intention of committing a breach
of his, her or its fiduciary  duty to the REIT or the  shareholders  of the REIT
once such person becomes a director of the REIT.

   (b) On or before the Closing  Date,  each person  listed on Exhibit 2-3 shall
deliver to the Escrow Agent a  certificate,  in the form of Exhibit 6(b) hereto,
confirming and certifying that the  representations set forth in (a) (i) through
(a) (iv) are true and correct as to such person.

   7.  Sale By The Bond Purchase Parties Of Their Limited Partnership  Interests
       In the Nooney/Sierra  Partnership Parties Other Than Nooney Real Property
       Investors-Four, L.P. ("Nooney-4").
       -------------------------------------------------------------------------

   (a)  Delivery of Units.  On or before the Closing  Date,  each of the parties
listed on Exhibit  7(a)-1 hereto shall deliver to the Escrow Agent duly executed
assignments, in the form of Exhibit 7(a)-2, of the number of limited partnership
interests  reflected on Exhibit 7(a)-1 hereto,  with  signature  guaranteed,  as
provided in Exhibit 7(a)-2.

   (b) Payment For The-Nooney/Sierra Limited Partnership Interests. On or before
the  Closing  Date,  CGS shall  deliver to the Escrow  Agent by check or by wire
transfer,  the total sum indicated on Exhibit  7(a)-1 as the purchase  price for
the aggregate number of limited partnership interests identified therein.

   (c)  Representations  Of The Selling  Limited  Partners.  Each of the parties
listed on Exhibit 7(a)-1 hereby  represents and warrants to the CGS Parties that
on the date hereof and on the  Closing  Date (i) he, she or it is the sole owner
of the limited partnership interests listed next to their name on Exhibit 7(a)-1
free and clear of any liens, claims or encumbrances;  (ii) he, she or it has not
assigned, pledged, transferred,  hypothecated,  margined or otherwise encumbered
the limited  partnership  interests listed next to their name on Exhibit 7(a)-1;
(iii)  he,  she or it has full  power and  authority  to  transfer  title to the
limited  partnership  interests  and  perform  its other  obligations  hereunder
without the consent or



                                       7
<PAGE>

approval  of any other  person  or  entity;  (iv) the  transfer  of the  limited
partnership  interests  and the  execution  of the  agreements  entered  into in
connection  herewith have been duly  authorized  by all necessary  action on its
part;  (v) this  Settlement  Agreement and each  agreement to be entered into in
connection herewith  constitutes or will constitute the legal, valid and binding
obligation of such person,  enforceable  in accordance  with its terms;  (vi) no
promises  concerning  the  future  conduct  or  business  of  the  Nooney/Sierra
Partnership  Parties has been made by any of the CGS Parties;  (vii) no reliance
has been placed on any  statement by the CGS  Parties,  and that no statement of
future  intentions  has been  made by, or asked of,  any of the CGS  Parties  in
connection with the sale of the limited  partnership  interests  contemplated in
this  Settlement  Agreement  or about  the  future  business  activities  of the
Nooney/Sierra  Partnership Parties; (viii) set forth on Exhibit 7(a)-1 hereto is
a schedule showing all of the limited partnership interests in the Nooney/Sierra
Partnership  Parties (other than Nooney-4 and the REIT) owned beneficially or of
record by Bond  Purchase or its  Affiliates or any person acting in concert with
or as part of a "Group" (within the meaning of Section  13(d)(3) of the Exchange
Act)  with Bond  Purchase  or any of the  officers  or  directors  of any of the
foregoing  and  all  of  the  limited  partnership   interests  in  any  of  the
Nooney/Sierra  Partnership  Parties (other than Nooney-4 and the REIT) which any
of the  foregoing  persons has an option or right to acquire or has entered into
any agreement or understanding with respect to the acquisition thereof; (ix) the
execution and delivery of this Settlement  Agreement and all other agreements to
be executed and  delivered by each of the parties  listed on Exhibit  7(a)-1 and
the  consummation of the  transactions  contemplated  hereby and thereby by such
parties,  will not violate any provision of, or constitute a default under,  any
law,  regulation,  order or judgment or any contract or other agreement to which
any of such  parties  is a party or by  which  any of such  parties  is bound or
result in the creation or imposition of any lien,  claim,  charge or encumbrance
of any nature  whatsoever upon any of the limited  partnership  interests listed
next to their name on Exhibit 7(a)-l; and (x) upon delivery to CGS of the


                                       8
<PAGE>

assignment  by the Escrow Agent  pursuant to this  Settlement  Agreement and the
Escrow Agreement,  and for the consideration provided herein, CGS will be vested
with full right and title, free of all liens,  claims,  charges and encumbrances
of others of every character, to such limited partnership interests, and subject
to no  restrictions as to  transferability  other than compliance with state and
federal securities laws and the limited  partnership  agreements with respect to
such partnerships.

   (d) Closing.  Payment to the persons listed on Exhibit 7(a)-1 and delivery of
the  assignments  to the CGS Parties  shall be made pursuant to the terms of the
Escrow Agreement.

   8.  Sale Of the Capital Stock Of Nooney Capital Corp., a Missouri corporation
       ("Nooney-4 G.P.").
       -------------------------------------------------------------------------

   (a) On or before the  Closing,  the CGS Parties  shall  deliver to the Escrow
Agent stock  certificates,  accompanied  by executed  stock  powers,  signatures
guaranteed,  in favor of Bond Purchase transferring 750 shares of Class A Common
Stock of Nooney-4 G.P. (representing 75% of the issued and outstanding shares of
Common  Stock of  Nooney-4  G.P.),  free  and  clear of all  liens,  claims  and
encumbrances.

   (b) On or before the Closing Date,  Bond Purchase shall deliver to the Escrow
Agent by check or wire transfer, the sum of $175,000, as payment in full for all
of the shares of the capital stock of Nooney-4 G.P.

   (c) In  addition to the  representations  and  warranties  set forth above in
Paragraph 6(a), Bond Purchase hereby represents and warrants that neither it nor
any of its  Affiliates  nor any of its or their  officers or  directors  has any
intention of breaching or causing the Nooney-4 G.P. to breach its fiduciary duty
to the limited partners of Nooney-4.

   (d) The parties  hereby  agree that a Form 8-K,  in the form of Exhibit  8(d)
hereto,  shall be filed with the SEC by Nooney-4  as soon as possible  after the
Closing (but only if the Closing in fact takes place).



                                       9
<PAGE>

   (e) Closing.  Payment by Bond Purchase and delivery of the stock certificates
and stock  powers to Bond  Purchase  shall be made  pursuant to the terms of the
Escrow Agreement.

   (f) Officers and Directors.  CGS represents that set forth on Exhibit 8(f)- 1
is a list of all of the officers and directors of Nooney-4 G.P. On or before the
Closing Date,  each of the persons listed on Exhibit 8(f)-1 hereto shall deliver
to the Escrow Agent (a)  resignations  from all corporate  officers and from the
board of directors of Nooney-4 G.P. in the form of Exhibit  8(f)-2  hereto;  and
(b) a  unanimous  written  consent  of the  Board of  Directors,  in the form of
Exhibit 8(f)-3 hereto,  executed by all of the members of the board of directors
of Nooney-4 G.P., which will have the effect, if and when the Closing occurs, of
appointing the initial new member of the board of directors of Nooney-4 G.P.

   (g) Representations and Warranties of CGS Parties.

   (i) In connection  with the sale of the capital stock of Nooney-4  G.P.,  the
CGS Parties represent and warrant as follows:

   A. Corporate Status;  Outstanding Stock.  Nooney-4 G.P. is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Missouri,  has the corporate  power and authority to own its  properties  and to
carry on its business as it is now being conducted,  and is duly qualified to do
business as a foreign  corporation  in the  jurisdictions  specified  in Exhibit
8(g)(i)A., which constitute all the jurisdictions in which such qualification is
required,  except  where the  failure  to so  qualify  would not have a material
adverse  effect on its business or  financial  condition.  Nooney-4  G.P. has an
authorized capital consisting of 30,000 shares of Common Stock, $1 par value per
share, of which 1,000 shares are outstanding (comprised of 750 shares of Class A
Common Stock and 250 shares of Class B Common Stock) and the 750 shares of Class
A Common Stock are owned by the CGS Parties, all of which outstanding shares are
validly issued, fully paid and non-assessable.  The remaining outstanding shares
of Common Stock are owned by Edward D. Jones & Co. and Stiefel



                                       10
<PAGE>

Financial  Corp.  There are no shares of Nooney-4 G. P.'s capital  stock held in
its treasury. There are no options,  warrants, rights, shareholder agreements or
other  instruments  or  agreements  outstanding  giving  any person the right to
acquire  any  shares  of  capital  stock of  Nooney-4  G.P.,  nor are  there any
commitments to issue or execute any such options,  warrants, rights, shareholder
agreements or other  instruments or agreements.  There are no outstanding  stock
appreciation  rights or similar rights  measured with respect to any of Nooney-4
G.P.'s capital stock, nor are there any instruments or agreements  giving anyone
the right to acquire  any such  rights.  True,  correct and  complete  copies of
Nooney-4 G. P.'s minute books,  stock  records,  Articles of  Incorporation  and
By-Laws and all amendments to both have been delivered to Bond Purchase Parties.
Nooney-4 G. P. is not in default  under or in violation of any  provision of its
Articles of Incorporation or its By-Laws.

   B. Officers,  Directors,  Bank Accounts,  etc.  Exhibit 8(f)- 1 discloses all
directors and officers of Nooney-4 G.P.

   C. Subsidiaries and Joint Ventures. Except as disclosed on Exhibit 8(g)(i)C.,
there is no corporation or other entity in which Nooney-4 G.P. owns, directly or
indirectly,  a controlling  interest or a majority of the outstanding  shares or
other equity interest issued by such corporation or entity (a "Subsidiary"), nor
does Nooney-4 G.P. own any other capital stock, security, partnership,  interest
of any kind, either direct or indirect, in any corporation,  partnership,  joint
venture, association or other entity.

   D. Financial Statements.  The balance sheets of Nooney- 4 G.P. as at November
30, 1998 and the related  statements of income (loss) and cash flow, as the case
may be, ended on the dates of such balance sheets, and all related schedules and
notes to the foregoing,  copies of all of which  constitute  Exhibit  8(g)(i)D.,
were prepared in accordance with generally  accepted  accounting  principles and
practices consistently applied throughout the periods and with past periods, and


                                       11
<PAGE>

fairly and accurately present the financial position of Nooney-4 G. P. as at the
dates of such balance  sheets,  and the results of the operations and cash flows
of Nooney-4.G.P. for the periods ended on such dates.

   (ii) Nooney-4 G.P. is not party to any leases,  subleases or other agreements
for the use and occupancy of any premises. Nooney-4 G.P. has no right, title and
interest in, or any obligation or duty relating to, any real property, except as
general partner of Nooney-4.

   (iii) At Closing, Nooney-4 G. P. will have no liabilities, whether related to
tax or  non-tax  matters,  known or  unknown,  due or not yet  due,  liquidated,
contingent  or  otherwise,  of a type  required  to be  disclosed  in  financial
statements  under  generally  accepted  accounting  principles,  except  (i)  as
disclosed in its  financial  statements,  or arising in the  ordinary  course of
business subsequent to December 31, 1998 and (ii) liabilities arising out of its
serving as a general partner of Nooney-4.

   (iv) At Closing, Nooney-4 G.P. will have no employees, or any obligations for
compensation or benefits relating to past employees.

   (v) From July 20,  1999 until  Closing,  Nooney-4  G.P.  will  operate in the
normal  course of  business,  will not enter into any  contracts  or  agreements
without the consent of Bond Purchase  Parties,  which shall not be  unreasonably
withheld or delayed, and will make no distributions, dividends, stock options or
similar payments of any kind.

   (vi) At Closing, Nooney-4 G.P. will not be a party to any litigation,  either
pending or, to the  knowledge  of CGS,  threatened,  other than the  litigations
being released pursuant to this Settlement Agreement.

   (vii) Nooney-4 G.P. has filed all tax returns required to be filed,  paid all
taxes  due,  and no taxing  authority  has given  notice of  assessment,  audit,
adjustment or deficiency.

   (viii)  The sole and only  business  of  Nooney-4  G.P.  is to act as general
partner of Nooney-4.


                                       12
<PAGE>


   (ix) No checking  accounts are maintained by any of the CGS Parties on behalf
of  Nooney-4  G.P.  and no  monies  are held in any bank  accounts  on behalf of
Nooney-4 G.P.

   9. Litigation Settlement Documents.
      --------------------------------

   (a) By The Bond  Purchase  Parties.  On or  before  the  Closing  Date,  Bond
Purchase  shall  cause  to be  delivered  to  the  Escrow  Agent  the  following
documents:

   (i) fully  executed  stipulations  of dismissal with prejudice of each of the
litigations  listed on Exhibit D hereto,  executed  by all counsel of record for
any and all of the Bond Purchase  Parties in each such  actions,  in the form of
Exhibits 9(a)(i)-l, 9(a)(i)-2, 9(a)(i)-3, 9(a)(i)-4 and 9(a)(i)-5 hereto; and

   (ii) General Release and Covenant Not to Sue, in the form of Exhibit 9(a)(ii)
attached  hereto  executed  by each of the  Bond  Purchase  Parties  (signatures
notarized).

   (b) By the CGS Parties.  On or before the Closing Date, CGS shall cause to be
delivered to the Escrow Agent the following documents:

   (i) fully executed  stipulations of dismissal of the appeal in the litigation
involving the REIT and dismissal with prejudice of each of the other litigations
and the remaining claims in the litigation  involving the REIT listed on Exhibit
D hereto,  executed  by all counsel of record for any and all of the CGS Parties
in each such action, in the form of Exhibits  9(a)(i)-l,  9(a)(i)-2,  9(a)(i)-3,
9(a)(i)-4 and 9(a)(i)-5 hereto;

   (ii) General Release and Covenant Not To Sue, in the form of Exhibit 9(a)(ii)
attached hereto, executed by each of the CGS Parties (signatures notarized).

   10. Settlement Amount.
       -----------------


                                       13
<PAGE>


   In exchange  for the  releases by William J. Carden and Thomas N.  Thurber of
all rights that might otherwise exist by virtue of their  employment  agreements
with the REIT, Bond Purchase shall deliver to the Escrow Agent, on or before the
Closing  Date,  the sum of  $450,000,  payable by check or wire  transfer.  Such
amount shall be paid to certain senior  executive  officers of CGS in settlement
of all claims under their respective  employment agreements (except as otherwise
provided herein) pursuant to the terms of the Escrow Agreement.

   11. Closing; Closing Date.
       ---------------------

   The  "Closing"  shall mean the  occurrence  of all of the  conditions  to the
release of documents set forth in the Escrow Agreement which shall result in the
consummation of the  transactions  contemplated  herein.  The Closing shall take
place on such date (the "Closing  Date") as all of the following items have been
delivered to the Escrow Agent:

   (a) the stock  certificates and stock powers identified in paragraph 1(a) and
8(a);

   (b) the  resignations  from the directors and officers of the REIT identified
in paragraph 2(a);

   (c) the  unanimous  written  consents  executed by the outgoing  board of the
REIT, as identified in paragraph 2(b);

   (d) the termination of the management agreements identified in paragraph 3;

   (e) the Forms 8-K for the REIT and Nooney-4  identified  in  paragraphs 4 and
8(d);

   (f) the  indemnity and the agreement  confirming  indemnification  obligation
identified in paragraph 5(c);

   (g)  the  certification  identified  in  paragraph  6(b);


                                       14
<PAGE>

   (h) the executed assignment identified in paragraph 7(a);

   (i) the payments identified in paragraphs l(b), 7(b), 8(b) and 10;

   (j)  the  resignations  of  the  officers  and  directors  of  Nooney-4  G.P.
identified in Section 8(f);

   (k) the  stipulations  of  dismissal  identified  in  paragraphs  9(a)(i) and
9(b)(i);

   (l) the Releases and Covenants Not to Sue  identified in paragraphs  9(a)(ii)
and 9(b)(ii);

   (m) the Agreements and Payments identified in paragraph 12;

   (n) the certification identified in paragraph 14(d)(iii); and

   (o) the balance of any fees or costs due to the Escrow Agent.

         If  fewer than all of the foregoing documents and  payments  have  been
received by the Escrow Agent by 5 P.M. C. S. T. on November 2, 1999,  then  this
Settlement Agreement shall be null and void and of no further force  or  effect.
As provided in the Escrow Agreement, if fewer than all such documents  have been
received by the Escrow Agent by 5 P.M. C.S.T. November 2,  1999,  all  documents
and payments previously received shall be returned to the delivering  party.  If
all such documents and payments have been received by the Escrow Agent prior  to
5:00 P.M. C.S.T. on November 2, 1999, then the Escrow Agent shall distribute the
documents and payments in accordance with the terms and conditions of the Escrow
Agreement.

         12. Everest Indemnity/Assumption. On or prior to the Closing, CGS or an
             ----------------------------
affiliate thereof shall have purchased all of the limited partnership  interests
owned by Everest or its  affiliates  (collectively,  "Everest") in Nooney Income
Fund  Ltd.,   Nooney  Income  Fund  Ltd.  II,  L.P.  and  Nooney  Real  Property
Investors-Two,  L.P. and shall have delivered a certificate to the Escrow Agent,
executed by a senior executive officer of CGS, indicating that such purchase has
been  completed.   Consummation



                                       15
<PAGE>

of this transaction,  and Closing of this transaction,  is expressly  contingent
upon the completion of the transaction  described herein between CGS and Everest
(the "Everest  Transaction")  and the delivery of the  certificate to the Escrow
Agent indicating that the Everest Transaction has been consummated. In the event
the Everest  Transaction  has not been  consummated by November 2, 1999,  either
party  may  terminate  this  Settlement   Agreement  without  any  liability  or
obligation hereunder.

   13. Withdrawal of Proxy Solicitation and Standstill.
       -----------------------------------------------

   (a)  Effective  on the Closing  Date,  each of the parties  hereby  agrees to
terminate  any pending  proxy  solicitations  and  withdraw  all  pending  proxy
materials,  preliminary  or  otherwise,  from the SEC which have been filed with
respect to any of the  Nooney/Sierra  Partnership  Parties and any  requests for
information  or  inspection  of the books and records  made with  respect to the
Nooney/Sierra Partnership Parties.

   (b) The Bond Purchase Parties agree that, if the Closing occurs, prior to the
fifth  anniversary  of the  Closing  of the  transactions  contemplated  by this
Settlement  Agreement,  neither they nor any person who is their  Affiliate  (as
defined under Rule 405 of the  Securities  Act) will,  without the prior written
consent of the general partner of any of the Nooney/Sierra  Partnership  Parties
(other than  Nooney-4  and the REIT),  which  consent  may be  withheld  for any
reason, directly or indirectly, (i) in any manner including, without limitation,
by  tender  offer  (whether  or not  pursuant  to a filing  made  with the SEC),
acquire,  attempt  to  acquire  or  make a  proposal  to  acquire,  directly  or
indirectly,  any  of  the  outstanding  partnership  interests  in  any  of  the
Nooney/Sierra  Partnership  Parties  (other than Nooney-4 and the REIT) from the
holders of limited  partnership  interests  therein or  otherwise,  (ii) seek or
propose to enter  into,  directly  or  indirectly,  any  merger,  consolidation,
business combination, sale or acquisition of assets, liquidation, dissolution or
other similar transaction involving any of the Nooney/Sierra Partnership Parties
(other  then  Nooney-4  and the REIT),  (iii) make,  or in any way  participate,
directly or  indirectly,


                                       16
<PAGE>

in any  "solicitation" of "proxies" or "consents" (as such terms are used in the
proxy  rules  of  the  SEC)  to  vote  any  voting  securities  of  any  of  the
Nooney/Sierra  Partnership Parties (other than Nooney-4 and the REIT, (iv) form,
join or  otherwise  participate  in a "group"  (within  the  meaning  of Section
13(d)(3) of the Exchange  Act) with respect to any voting  securities  of any of
the  Nooney/Sierra  Partnership  Parties (other than Nooney-4 and the REIT), (v)
make any request for information  from or inspection of the books and records of
any of the Nooney/Sierra Partnership Parties (other than Nooney-4 and the REIT),
(vi) disclose in writing to any third party any  intention,  plan or arrangement
inconsistent with the terms of this Settlement  Agreement,  (vii) loan money to,
advise,   assist  or  encourage  any  person  in  connection   with  any  action
inconsistent  with the terms of this  Settlement  Agreement  or (viii)  make any
statements disparaging any of the Nooney/Sierra  Partnership Parties (other than
Nooney-4 and the REIT),  the CGS Parties or their  Affiliates in connection with
the Nooney/Sierra  Partnership  Parties, or any proposal or offer made by any of
the CGS Parties or their  Affiliates to the  Nooney/Sierra  Partnership  Parties
(other than Nooney-4 and the REIT) or the limited partners thereof.

   (c) The CGS Parties  agree that,  if the Closing  occurs,  prior to the fifth
anniversary of the Closing of the  transactions  contemplated by this Settlement
Agreement,  neither they nor any person who is their Affiliate (as defined under
Rule 405 of the Securities  Act) will,  without the prior written consent of the
Board of Directors of the REIT or the general partner of Nooney-4, which consent
may be  withheld  for any  reason,  directly  or  indirectly,  (i) in any manner
including,  without  limitation,  by tender offer  (whether or not pursuant to a
filing  made with the SEC),  acquire,  attempt to acquire or make a proposal  to
acquire,  directly or indirectly,  any of the securities of Nooney-4 or the REIT
from the holders of  securities  therein or  otherwise,  (ii) seek or propose to
enter  into,  directly  or  indirectly,  any  merger,  consolidation,   business
combination,  sale or acquisition of assets,  liquidation,  dissolution or other
similar  transaction  involving  Nooney-4 or the REIT, (iii) make, or in any way
participate,  directly or



                                       17
<PAGE>

indirectly,  in any "solicitation" of "proxies" or "consents" (as such terms are
used in the proxy rules of the SEC) to vote any voting securities of Nooney-4 or
the REIT,  (iv) form,  join or otherwise  participate  in a "group"  (within the
meaning of Section  13(d)(3)  of the  Exchange  Act) with  respect to any voting
securities of Nooney-4 or the REIT, (v) make any request for information from or
inspection  of the books and records of Nooney-4 or the REIT,  (vi)  disclose in
writing to any third party any intention,  plan or arrangement inconsistent with
the terms of this Settlement  Agreement,  (vii) loan money to, advise, assist or
encourage any person in connection with any action  inconsistent  with the terms
of this Settlement Agreement or (viii) make any statements  disparaging Nooney-4
or the REIT, any of the Bond Purchase  Parties or their Affiliates in connection
with  Nooney-4  or the REIT,  or any  proposal  or offer made by any of the Bond
Purchase  Parties or their  Affiliates  to  Nooney-4  or the REIT or the limited
partners or shareholders thereof.

   14. Other Covenants and Agreements.
       ------------------------------

   (a)  William J.  Carden and  Thomas  Thurber  shall  resign as  officers  and
employees  of the REIT  effective  on the Closing  Date  (subject to the Closing
actually  taking  place)  and the  term of  their  employment  agreements  shall
terminate  on such date and the REIT shall have no further  obligations  to them
thereunder or otherwise, except as set forth in this Settlement Agreement.

   (b) CGS agrees that,  effective  upon the Closing,  it will cause all options
and  incentive  awards issued by the REIT to officers or directors of CGS or its
Affiliates to be cancelled without exercise.

   (c) As soon as reasonably  practicable after the Closing, Bond Purchase shall
change the  organizational  names of the REIT,  Nooney-4  and Nooney-4 G. P. and
shall  not  thereafter   use  "Nooney"  or  any  derivation   thereof  in  their
organizational names.

   (d) The CGS Parties agree as follows:


                                       18
<PAGE>

   (i)  All of the  contracts,  commitments,  leases,  files,  books  (including
corporate  seals if any,  minute books and stock  ledgers),  records,  financial
statements,  bank  accounts and other data  relating to the business of the REIT
and/or  Nooney- 4 shall be  delivered  or made  available  to the Bond  Purchase
Parties promptly following  Closing,  and  simultaneously,  the CGS Parties will
take such other steps as may be reasonably requested by Nooney-4 G.P. or the new
officers of and  directors of the REIT to enable them to continue the control of
the  business  and assets of the REIT and  Nooney-4  as  conducted  prior to the
Closing.

   (ii) Since July 20, 1999 the REIT or Nooney-4 have not, and pending  Closing,
CGS Parties  shall not permit the REIT or  Nooney-4,  without the prior  written
consent of Bond Purchase except to the extent the Board of Directors of the REIT
or Nooney-4 G. P.  determines that such action is required by its fiduciary duty
in which event the CGS Parties  will provide Bond  Purchase  with prior  written
notice of the action to be taken:

   A. to  discharge  or satisfy any lien or  encumbrance,  or pay or satisfy any
obligation or liability (absolute,  accrued, contingent or otherwise) outside of
the ordinary course of business;

   B. to mortgage, pledge or grant a lien, charge or other encumbrance on any of
its assets, tangible or intangible;

   C. to sell or transfer any of its assets,  other than in the ordinary  course
of business, or cancel any debts or claims, or waive any rights of value;

   D. to  increase  the  compensation  payable  to or to become  payable  to any
officer or employee;

   E. to pay or  otherwise  grant any  bonuses  or special  remuneration  to any
officer  or  employee  except  for  bonuses  payable  to  on-site  employees  in
accordance


                                       19
<PAGE>

with  existing  policies  and the  payment in the  aggregate  of $100,000 to Mr.
Carden and Mr. Thurber in satisfaction of the deferred  compensation  payable to
them pursuant to their respective employment agreements;

   F. to make, or make any commitment  for, any expenditure in excess of $50,000
except for  expenditures  in the  ordinary  course of  business  pursuant to the
existing commitments;

   G. to make  any  declaration  or  payment  to its  shareholders,  or  limited
partners  respectively,  of any dividend or other distribution in respect of its
stock or partnership  interest or redeem or purchase or otherwise acquire any of
its stock or partnership interest or agree to take any such action;

   H. to make any  material  changes  in its mode of  operation,  including  its
leasing, service, credit or collection policies;

   I. to  enter  into any  transaction  other  than in the  ordinary  course  of
business;

   J. to issue any stock, bonds, convertible securities or other securities,  or
become obligated on or in respect of any such securities or grant stock options,
warrants or rights;

   K. to borrow or agree to borrow any funds;

   L. to make any loans or advances to any person; or

   M. to alter,  amend,  terminate  or discharge  any written or oral  contract,
lease, plan, commitment or agreement to which it is currently a party, or permit
or consent to any such  alteration,  amendment,  termination  or  discharge,  or
commit  a  breach  or  default  in any  of the  provisions  thereof,  except  as
contemplated by this Settlement Agreement.


                                       20
<PAGE>

   (iii) At Closing,  the  applicable  CGS Parties  shall  deliver to the Escrow
Agent a certificate,  in the form of Exhibit 14(d)(iii) hereto, representing and
warranting to the Bond  Purchase  Parties that the  respective  CGS Parties have
complied in all  material  respects  with the  covenants  set forth in paragraph
14(d)(ii).

   (iv) At Closing,  all  investment  advisory  agreements,  commercial  listing
agreements and property management agreements with CGS or its Affiliates for the
REIT and Nooney-4 will be terminated with no contingent  liability or obligation
remaining  thereunder,  except for fees and  expenses  accrued  in the  ordinary
course of business consistent with past practice under such agreements.

   (v) The benefits owed to Mr. Carden or Mr.  Thurber  (other than the $100,000
of deferred  compensation payable in the aggregate to Mr. Carden and Mr. Thurber
pursuant  to  paragraph  14(d)(ii)E.  of this  Settlement  Agreement)  shall  be
released,  forgiven and written off and the REIT shall have no liability for any
payments therefore.

   (vi) At or prior to the Closing,  the CGS Parties will cause Nooney,  Inc. to
assign to the REIT and  Nooney-4 all vendor and service  contracts  which Nooney
Inc. is a party to for purpose of  providing  goods or,  services to the REIT or
Nooney-4,  and the  REIT or  Nooney-4,  as the  case may be,  shall  assume  all
liabilities under such agreements.

   (vii) As soon as  practicable  after the Bond Purchase  Parties have executed
this  Settlement  Agreement  and have  delivered  to the Escrow Agent all of the
items which they are  required to deliver  under  paragraph  11 hereof,  the CGS
Parties shall provide the Bond Purchase  Parties with  reasonable  access to the
books and  records of the REIT,  Nooney-4  and  Nooney-4  G.P.  so that the Bond
Purchase Parties may perform a due diligence review thereof.  If, based on their
due diligence review, the Bond Purchase Parties reasonably  determine that there
has been a material  adverse change from the information  currently set forth in
the public  filings of either the REIT or  Nooney-4 or the



                                       21
<PAGE>

representations  set  forth in this  Settlement  Agreement,  the  Bond  Purchase
Parties  shall have the right to terminate  this  Settlement  Agreement  and the
respective  rights and obligations of the parties hereunder by providing written
notice of their election to terminate to CGS in accordance  with paragraph 15(a)
hereof no later than 10 days after the Bond  Purchase  Parties have been granted
access to the books and records of the REIT, Nooney-4 and Nooney-4 G.P.

   15. Miscellaneous.
       -------------

   (a)  Notices.  At the time of execution of this  Settlement  Agreement,  each
party shall  designate an address next to its name on Exhibits A and B hereto at
which it shall be entitled to receive notice in accordance  with this Settlement
Agreement  or  Exhibits  A and B  hereto.  Notices  shall be deemed  given  when
personally  delivered,  or when sent by telephonic  facsimile,  with a facsimile
confirmation,  or  prepaid  registered  mail  to any  party  at the  address  or
telephone  number  selected  herein in  Exhibits  A and B. Any  other  method of
delivery of notice shall be deemed given when actually  received.  Any party may
change its address for the  purposes of this  Settlement  Agreement by notice to
all other parties at the addresses or telephone  numbers  selected in Exhibits A
and B hereto.

   (b) Entire Agreement.  This Settlement Agreement,  together with the exhibits
annexed  hereto,  constitute  the entire  agreement  of the parties  hereto with
respect to the subject matter hereof and all earlier  drafts of this  Settlement
Agreement   or  any  exhibit   hereto  and  all   negotiations,   conversations,
correspondence or other communications  relating to the settlement  contemplated
by this  Settlement  Agreement are hereby  merged with and into this  Settlement
Agreement  in such a way as to prevent  any party to this  Settlement  Agreement
from referring to such drafts,  negotiations,  conversations,  correspondence or
other  communications  in any  subsequent  dispute  between  any of the  parties
hereto. The representations and warranties herein provided shall survive Closing
for a period of twelve months



                                       22
<PAGE>

and  in  no  event  shall  the  CGS   Parties'   liabilities   for  breaches  of
representations,   warranties  or  covenants  exceed  One  Million  ($1,000,000)
Dollars.

   (c)  Confidentiality.  If for any reason the Closing does not occur, no party
to this Settlement Agreement may refer to this Settlement Agreement, to any term
or  provision  of  this  Settlement  Agreement,  or to  the  existence  of  this
Settlement  Agreement,  under any  circumstances or for any purpose and, in such
event, the parties expressly agree that this Settlement Agreement constitutes an
offer of compromise  within the meaning of F.R.E. 408 and may not be referred to
in any litigation,  arbitration,  mediation or other proceeding involving any of
the  parties  hereto.  If  the  transactions  contemplated  by  this  Settlement
Agreement  are  closed,  each of the  parties  agrees  to keep the terms of this
Settlement  Agreement  strictly  confidential and not disclose the terms of this
Settlement Agreement to any person, except to the extent either party determines
in good faith that  disclosure is required by law,  including in connection with
any filing with the SEC.

   (d) No Amendment/ Waiver Except in Writing. This Settlement Agreement may not
be amended,  modified or abridged, and no provision set forth in this Settlement
Agreement may be waived, by any party to this Settlement Agreement, except by an
instrument  in  writing  executed  by the party  against  whom  such  amendment,
modification, abridgement or waiver is sought to be enforced.

   (e)  Governing  Law.  This  Settlement  Agreement  shall be  governed  in all
respects by the  internal  laws of the State of Missouri  without  regard to any
conflicts of law principles, or the choice of law principles of any jurisdiction
(including  Missouri) and without the need on the part of any party to establish
the reasonableness of the relationship between the laws of the State of Missouri
and the subject matter of this Settlement Agreement.

   (f)  Arbitration.  Any  dispute  arising  under,  relating  to, or having any
connection with, this Settlement  Agreement,  the Escrow Agreement or any of the
exhibits  attached hereto



                                       23
<PAGE>

shall be  submitted  to  binding  arbitration  before the  American  Arbitration
Association  ("AAA") in St. Louis,  Missouri in accordance with the rules of the
AAA in  effect  at the time the  arbitration  takes  place.  The  arbitrator  is
instructed to award the prevailing  party in any such arbitration its reasonable
attorney's  fees and  arbitration  costs  and  expenses.  Any  award in any such
arbitration may be entered in any court of competent  jurisdiction in the United
States of America.

   (g) Each Party Bears Own Costs.  Each party  hereby  agrees that it will bear
all of its, his or her expenses in connection  with  negotiating,  executing and
performing under this Settlement  Agreement and all of the exhibits hereto,  and
each party  shall  also bear its own costs in  connection  with the  litigations
referred to in Exhibit D hereto.

   (h)  Counterparts.  This Settlement  Agreement may be executed in one or more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Settlement  Agreement and all of which,  when taken together,  will be deemed to
constitute one and the same agreement.


                                       24
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Settlement
Agreement effective on the day and year first above written.

                                            BOND PURCHASE PARTIES:

                                            BOND PURCHASE, L.L.C.

                                            By: /s/ David L. Johnson
                                                    David L. Johnson,
                                                    Member


                                            BOND G.P., L.L.C.

                                            By:/s/ David L. Johnson
                                                   David L. Johnson,
                                                   Member


                                            MAXUS PROPERTIES, INC.

                                            By: /s/ David L. Johnson
                                                    David L. Johnson
                                                    Chairman

                                            KELCOR, INC.

                                            By: /s/ David L. Johnson
                                                    David L. Johnson
                                                    Vice President


                                            MCDOWELL FOODS, INC.

                                            By:  /s/ Melanie McKellar
                                                     Melanie McKellar
                                                     Secretary/Treasurer



                                       25
<PAGE>

                                             /s/David L. Johnson
                                                David L. Johnson


                                             /s/Sandra L. Casterrer
                                                Sandra L. Casterrer


                                             /s/John W. Alvey
                                                John W. Alvey


                                             /s/ Daniel W. Pishny
                                                 Daniel W. Pishny


                                             /s/ Christine Robinson
                                                 Christine Robinson

                                             CGS PARTIES:

                                             CGS REAL ESTATE COMPANY, INC.


                                             By: /s/ William J. Carden
                                                     William J. Carden
                                                     President

                                             NOONEY REALTY TRUST

                                             By: /s/ William J. Carden
                                                     William J. Carden
                                                     Chief Executive Officer

                                             NOONEY CAPITAL CORP.

                                             By: /s/ William J. Carden
                                                     William J. Carden
                                                     Chief Executive Officer


                                       26
<PAGE>
                                             NOONEY INVESTORS, INC.

                                             By: /s/ Patricia A. Nooney
                                                     Patricia A. Nooney
                                                     President

                                             NOONEY INCOME INVESTMENTS, INC.

                                             By: /s/ Patricia A. Nooney
                                                     Patricia A. Nooney
                                                     President
                                             NOONEY INCOME INVESTMENTS TWO, INC.

                                             By: /s/ Patricia A. Nooney
                                                     Patricia A. Nooney
                                                     President

                                             NOONEY INCOME FUND LTD., L.P.

                                             By: Nooney Income Investments, Inc.
                                                 its general partner

                                             By: /s/ Patricia A. Nooney
                                                     Patricia A. Nooney
                                                     President

                                             NOONEY INCOME FUND LTD, II, L.P.

                                             By: Nooney Income Investments Two,
                                                 Inc., its general partner

                                             By: /s/ Patricia A. Nooney
                                                     Patricia A. Nooney
                                                     President


                                       27
<PAGE>
                                             NOONEY REAL PROPERTY INVESTORS-TWO,
                                             L.P.

                                             By: Nooney Investors, Inc.,
                                                 its general partner

                                             By: /s/ Patricia A. Nooney
                                                     Patricia A. Nooney
                                                     President

                                             NOONEY REAL PROPERTY INVESTORS-FOUR
                                             L.P.

                                             By: Nooney Capital Corp.,
                                                 its general partner

                                             By: /s/ Patricia A. Nooney
                                                     Patricia A. Nooney
                                                     President


                                             NOONEY LTD.


                                             By: /s/ Gregory J. Nooney, Jr.
                                                     General Partner

                                             /s/ Thomas Thurber
                                                 Thomas Thurber

                                             /s/ William J. Carden
                                                 William J. Carden


                                       28
<PAGE>

                               [EXHIBITS OMITTED]

<PAGE>