M A N A G E M E N T   A G R E E M E N T
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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, 1999



ENDING:            January 1, 2004


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   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. The OWNER  hereby  employs  the AGENT  exclusively  to rent and manage the
property known as Bicycle Club Apartments  (hereinafter the "Premises") upon the
terms and conditions  hereinafter set forth,  for a term of 3 years beginning on
January 1, 1999 and ending on January 1, 2004, and thereafter for yearly periods
from time to time,  unless on or  before  30 days  prior to the date last  above
mentioned  or on or before 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:

                  Secured Investment Resources Fund L.P., III
                  c/o David L. Johnson
                  P.O. Box 26730
                  Kansas City, MO 64196

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.

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   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 year and to renew
and/or cancel the existing leases and prepare and execute the new leases without
additional charge to the OWNER;  provided;  however,  that the AGENT may collect
from tenant all or any of the following:  a late rent  administrative  charge, a
non-negotiable  check  charge,  credit  report fee, a subleasing  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 sue 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
nonrecurring  items not exceeding  $5,000 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  accounts of the
property.  AGENT is not to  segregate  the  security  deposits  into a  separate
account or into an escrow account.

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   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.
In addition, the OWNER agrees to establish a permanent Operating Reserve Account
with the AGENT in the amount of $ Not Applicable .

   4. THE OWNER FURTHER AGREES:

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

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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,  judgements,
damages,  liquidated damages,  penalties,  forfeitures,  back pay awards,  court
costs, litigation expense, and attorneys' fees.

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

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

   5.1 MANAGEMENT:  OWNER agrees to pay AGENT for the ordinary management of the
Premises 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.

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   6. IT IS MUTUALLY AGREED THAT:

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

   6.2 The AGENT does not assume and is given no  responsibility  for compliance
of any building on the Premises or any equipment  therein with the  requirements
of any statute,  ordinance, law or regulation of any governmental body or of any
public authority or


official  thereof  having  jurisdiction,  except to notify the OWNER promptly or
forward to the OWNER promptly any complaints,  warnings,  notices,  or summonses
received by it relating to such matters.  The OWNER  represents that to the best
of his (its)  knowledge  the  Premises and such  equipment  comply with all such
requirements  and  authorizes  the AGENT,  its  representatives,  servants,  and
employees,  of and from all loss, cost, expense,  and liability whatsoever which
may be  imposed  on them  or any of them by  reason  of any  present  or  future
violation  or  alleged  violation  of  such  laws,   ordinances,   statutes,  or
regulations.

   6.3 In the event it is alleged or charged  that any  building on the Premises
or any equipment  therein or any act or failure to act by the OWNER with respect
to the Premises or the sale, rental or other disposition thereof fails to comply
with,  or is in  violation  of,  any of  the  requirements  of a  constitutional
provision, statute, ordinance, law or regulation of any governmental body or any
order or ruling of any public  authority or official  thereof having or claiming
to have  jurisdiction  thereover,  and  the  AGENT,  in its  sole  and  absolute
discretion,  considers  that the action or position  of the OWNER or  registered
managing  AGENT with  respect  thereto may result in damage or  liability to the
AGENT,  the AGENT shall have the right to cancel this  Agreement  at any time by
written notice to the OWNER of its election so to do, which  cancellation  shall
be  effective  upon the  service  of such  notice.  Such  notice  may be  served
personally  or by  registered  mail,  on or to the person  named to receive  the
AGENT's monthly statement at the address  designated for such person as provided
in Paragraph 2.2 above, and if service by mail shall be deemed to have

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been served when deposited in the U.S. Mail. Such cancellation shall not release
the  indemnities  of the OWNER set forth in  Paragraph 4 and 6.2 above and shall
not  terminate  any  liability or  obligation  of the OWNER to the AGENT for any
payment,  reimbursement, or other sum of money then due and payable to the AGENT
hereunder.

   7. This  Agreement  may be  cancelled by OWNER  before the  termination  date
specified in Paragraph 1 on not less than 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  heirs,  administrators,  executors,  successors,  and  assigns of the
OWNER.

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   IN WITNESS  THEREOF,  the parties hereto have affixed or caused to be affixed
their respective signatures effective this 1st day of January, 1999.

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

                                    By: /s/ Christine Robinson
                                            Christine Robinson, President
                                            Nichols Resources, Ltd.
                                            General Partner of
                                            Secured Investment Resources
                                              Fund, L.P. III

                           AGENT:   Firm: Maxus Properties, Inc.

                                    By: /s/ Daniel W. Pishny
                                            Daniel W. Pishny
                                            President

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