FHLMC Loan No. 002726165

                                LIMITED GUARANTY
                     (MULTISTATE - REVISION DATE 11-01-2000)

   This Limited  Guaranty  ("Guaranty") is entered into as of February 22, 2001,
by the  undersigned  person(s) (the  "Guarantor"  whether one or more),  for the
benefit of NorthMarq Capital,  Inc., a Minnesota  corporation and any subsequent
holder of the Note (the "Lender").


                                    RECITALS

   A.  Secured   Investment   Resources  Fund,  L.P.  III,  a  Missouri  limited
partnership  (the  "Borrower") has requested that Lender make a loan to Borrower
in the amount of  $8,350,000.00  (the  "Loan").  The Loan will be evidenced by a
Multifamily  Note from  Borrower to Lender dated as of the date of this Guaranty
(the "Note"). The Note will be secured by a Multifamily Mortgage, Deed of Trust,
or  Deed  to  Secure  Debt  dated  the  same  date as the  Note  (the  "Security
Instrument"), encumbering the real property described in the Security Instrument
(the "Property").

   B. As a condition to making the Loan to Borrower,  Lender  requires  that the
Guarantor execute this Guaranty.

   C.  Guarantor  represents  to Lender that  Guarantor has a direct or indirect
ownership in Borrower and/or will otherwise derive a material  financial benefit
from the making of the Loan.

   NOW, THEREFORE,  in order to induce Lender to make the Loan to Borrower,  and
in consideration thereof, Guarantor agrees as follows:

   1.  "Indebtedness"  and other  capitalized terms used but not defined in this
Guaranty shall have the meanings assigned to them in the Security Instrument.

   2. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to
Lender the full and prompt payment when due, whether at maturity or earlier,  by
reason of acceleration or otherwise,  and at all times thereafter,  and the full
and prompt performance when due, of all of the following:

   (a)  A portion of the Indebtedness equal to zero percent (0%) of the original
        principal balance of the Note (the "Base Guaranty").

   (b)  In addition to the Base  Guaranty,  all other amounts for which Borrower
        is personally liable under Paragraphs 9(c) through 9(f) of the Note.

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   (c)  The payment  and  performance  of all of  Borrower's  obligations  under
        Section 18 of the Security Instrument.

   (d)  The entire Indebtedness,  in the event that (i) Borrower becomes subject
        to any  bankruptcy,  reorganization,  receivership,  insolvency or other
        similar  proceeding  (other  than  a  proceeding  initiated  by  Lender)
        pursuant  to any  federal or state law  affecting  debtor  and  creditor
        rights,  or (ii) an order for relief is entered against  Borrower in any
        such proceeding (other than in a proceeding initiated by Lender).

   (e)  All  costs and  expenses,  including  reasonable  fees and out of pocket
        expenses  of  attorneys  and  expert  witnesses,  incurred  by Lender in
        enforcing its rights under this Guaranty.

   (f)  If the Base  Guaranty  is  stated  in  Paragraph  2(a) to be 100% of the
        original or unpaid  principal  balance of the Note,  then:  (i) the Base
        Guaranty  shall  mean and  include  the full and  complete  guaranty  of
        payment and performance of the entire Indebtedness and of all Borrower's
        obligations  under the Loan Documents;  and (ii) for so long as the Base
        Guaranty  remains in effect  (there shall be no limit to the duration of
        the Base Guaranty unless otherwise expressly provided in this Guaranty),
        the obligations  guaranteed  pursuant to Paragraphs  2(b), 2(c) and 2(d)
        shall be part of, and not in addition to or in  limitation  of, the Base
        Guaranty. If this Guaranty is titled as a "Limited" Guaranty, such title
        shall not affect the  interpretation  or  application  of this Paragraph
        2(f). If the Base Guaranty is stated in Paragraph  2(a) to be other than
        100% of the original or unpaid principal  balance of the Note, then this
        Paragraph 2(f) shall be completely  inapplicable and shall be treated as
        if not a part of this Guaranty.

If  Guarantor  is not liable for the entire  Indebtedness,  then for purposes of
determining  Guarantor's  liability  under this  Guaranty,  all payments made by
Borrower  with respect to the  Indebtedness  and all amounts  received by Lender
from the  enforcement  of its  rights  under the  Security  Instrument  shall be
applied first to the portion of the  Indebtedness for which neither Borrower nor
Guarantor has personal liability.

   3. The  obligations  of  Guarantor  under this  Guaranty  shall  survive  any
foreclosure  proceeding,  any foreclosure sale, any delivery of any deed in lieu
of foreclosure,  and any release of record of the Security  Instrument,  and, in
addition,  the obligations of Guarantor relating to Borrower's obligations under
Section 18 of the Security  Instrument  shall survive any repayment or discharge
of the Indebtedness.

   4. Guarantor's  obligations  under this Guaranty  constitute an unconditional
guaranty of payment and performance and not merely a guaranty of collection.

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   5. The  obligations  of  Guarantor  under this  Guaranty  shall be  performed
without  demand  by  Lender  and  shall  be  unconditional  irrespective  of the
genuineness,  validity,  regularity or  enforceability of the Note, the Security
Instrument,  or any  other  Loan  Document,  and  without  regard  to any  other
circumstance which might otherwise  constitute a legal or equitable discharge of
a surety,  a guarantor,  a borrower or a mortgagor.  Guarantor hereby waives the
benefit of all  principles or provisions of law,  statutory or otherwise,  which
are or might be in  conflict  with the terms of this  Guaranty  and agrees  that
Guarantor's  obligations shall not be affected by any circumstances,  whether or
not referred to in this Guaranty,  which might  otherwise  constitute a legal or
equitable  discharge  of a surety,  a  guarantor,  a  borrower  or a  mortgagor.
Guarantor hereby waives the benefits of any right of discharge under any and all
statutes  or other laws  relating  to a  guarantor,  a surety,  a borrower  or a
mortgagor,  and any other  rights of a surety,  a  guarantor,  a  borrower  or a
mortgagor  thereunder.   Without  limiting  the  generality  of  the  foregoing,
Guarantor hereby waives,  to the fullest extent  permitted by law,  diligence in
collecting  the  Indebtedness,  presentment,  demand for payment,  protest,  all
notices  with  respect to the Note and this  Guaranty  which may be  required by
statute,  rule of law or otherwise to preserve Lender's rights against Guarantor
under this Guaranty, including, but not limited to, notice of acceptance, notice
of any amendment of the Loan Documents,  notice of the occurrence of any default
or Event of Default,  notice of intent to  accelerate,  notice of  acceleration,
notice of dishonor, notice of foreclosure,  notice of protest, and notice of the
incurring by Borrower of any obligation or indebtedness.  Guarantor also waives,
to the fullest  extent  permitted  by law,  all rights to require  Lender to (a)
proceed  against  Borrower  or any other  guarantor  of  Borrower's  payment  or
performance  with  respect to the  Indebtedness  (an "Other  Guarantor")  (b) if
Borrower or any Other  Guarantor is a partnership,  proceed  against any general
partner of Borrower or the Other  Guarantor,  (c) proceed against or exhaust any
collateral  held by Lender to secure the repayment of the  Indebtedness,  or (d)
pursue any other remedy it may now or hereafter  have against  Borrower,  or, if
Borrower is a partnership,  any general partner of Borrower.  Guarantor  further
waives,  to the fullest extent  permitted by applicable law, any right to revoke
this Guaranty as to any future advances by Lender under the Security  Instrument
to protect Lender's interest in the Property.

   6. At any time or from time to time and any number of times,  without  notice
to Guarantor and without affecting the liability of Guarantor,  (a) the time for
payment of the principal of or interest on the  Indebtedness  may be extended or
the Indebtedness may be renewed in whole or in part; (b) the time for Borrower's
performance  of or  compliance  with any covenant or agreement  contained in the
Note,  the Security  Instrument or any other Loan  Document,  whether  presently
existing or  hereinafter  entered into,  may be extended or such  performance or
compliance  may  be  waived;  (c)  the  maturity  of  the  Indebtedness  may  be
accelerated as provided in the Note, the Security Instrument,  or any other Loan
Document; (d) the Note, the Security Instrument,  or any other Loan Document may
be modified or amended by Lender and Borrower in any respect, including, but not
limited to, an increase in the  principal  amount;  and (e) any security for the
Indebtedness may be modified, exchanged,  surrendered or otherwise dealt with or
additional security may be pledged or mortgaged for the Indebtedness.
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   7. If more than one person  executes this Guaranty,  the obligations of those
persons under this Guaranty shall be joint and several.  Lender, in its sole and
absolute discretion, may (a) bring suit against Guarantor, or any one or more of
the  persons  constituting  Guarantor,  and any  Other  Guarantor,  jointly  and
severally, or against any one or more of them; (b) compromise or settle with any
one or more of the persons  constituting  Guarantor  for such  consideration  as
Lender may deem  proper;  (c) release  one or more of the  persons  constituting
Guarantor, or any Other Guarantor,  from liability;  and (d) otherwise deal with
Guarantor  and any Other  Guarantor,  or any one or more of them, in any manner,
and no such action shall  impair the rights of Lender to collect from  Guarantor
any amount  guaranteed by Guarantor  under this Guaranty.  Nothing  contained in
this  paragraph  shall in any way affect or impair the rights or  obligations of
Guarantor with respect to any Other Guarantor.

   8. Any indebtedness of Borrower held by Guarantor now or in the future is and
shall be subordinated to the Indebtedness and any such  indebtedness of Borrower
shall be collected,  enforced and received by Guarantor,  as trustee for Lender,
but without reducing or affecting in any manner the liability of Guarantor under
the other provisions of this Guaranty.

   9.  Guarantor  shall  have no right of,  and  hereby  waives  any claim  for,
subrogation or reimbursement against Borrower or any general partner of Borrower
by reason of any payment by Guarantor under this Guaranty, whether such right or
claim  arises at law or in equity or under any  contract or  statute,  until the
Indebtedness  has been paid in full and there has expired  the maximum  possible
period  thereafter  during  which any  payment  made by  Borrower to Lender with
respect to the Indebtedness could be deemed a preference under the United States
Bankruptcy Code.

   10. If any payment by Borrower is held to  constitute a preference  under any
applicable bankruptcy,  insolvency,  or similar laws, or if for any other reason
Lender is  required  to  refund  any sums to  Borrower,  such  refund  shall not
constitute a release of any liability of Guarantor  under this  Guaranty.  It is
the intention of Lender and Guarantor that  Guarantor's  obligations  under this
Guaranty  shall not be  discharged  except by  Guarantor's  performance  of such
obligations and then only to the extent of such performance.

   11.  Guarantor  shall from time to time,  upon request by Lender,  deliver to
Lender such financial statements as Lender may reasonably require.

   12.  Lender may assign its rights under this Guaranty in whole or in part and
upon any such  assignment,  all the terms and  provisions of this Guaranty shall
inure to the benefit of such assignee to the extent so assigned.  The terms used
to  designate  any of the parties  herein  shall be deemed to include the heirs,
legal  representatives,  successors  and assigns of such  parties;  and the term
"Lender"  shall  include,  in addition to Lender,  any lawful  owner,  holder or
pledgee of the Note.  Reference  herein to "person" or "persons" shall be deemed
to include individuals and entities.

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   13. This Guaranty and the other Loan Documents  represent the final agreement
between  the  parties  and  may  not  be  contradicted  by  evidence  of  prior,
contemporaneous  or  subsequent  oral  agreements.  There are no unwritten  oral
agreements  between  the  parties.  All  prior  or  contemporaneous  agreements,
understandings,  representations,  and statements,  oral or written,  are merged
into this Guaranty and the other Loan  Documents.  Guarantor  acknowledges  that
Guarantor has received copies of the Note and all other Loan Documents.  Neither
this  Guaranty  nor any of its  provisions  may be  waived,  modified,  amended,
discharged,  or terminated except by an agreement in writing signed by the party
against which the enforcement of the waiver, modification, amendment, discharge,
or  termination  is  sought,  and  then  only to the  extent  set  forth in that
agreement.

   14.  Guarantor  agrees that any  controversy  arising under or in relation to
this Guaranty shall be litigated  exclusively in the jurisdiction where the Land
is located  (the  "Property  Jurisdiction").  The state and  federal  courts and
authorities with jurisdiction in the Property  Jurisdiction shall have exclusive
jurisdiction  over all  controversies  which shall arise under or in relation to
this  Guaranty,  the Note,  the Security  Instrument or any other Loan Document.
Guarantor  irrevocably  consents  to  service,  jurisdiction,  and venue of such
courts for any such  litigation  and waives any other venue to which it might be
entitled by virtue of domicile, habitual residence or otherwise.

   15.  GUARANTOR  AND LENDER  EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH
RESPECT TO ANY ISSUE  ARISING OUT OF THIS GUARANTY OR THE  RELATIONSHIP  BETWEEN
THE PARTIES AS  GUARANTOR  AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B)
WAIVES ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE TO THE EXTENT THAT
ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS  WAIVER OF RIGHT TO TRIAL BY
JURY IS  SEPARATELY  GIVEN BY EACH PARTY,  KNOWINGLY  AND  VOLUNTARILY  WITH THE
BENEFIT OF COMPETENT LEGAL COUNSEL.

   16. STATE-SPECIFIC PROVISIONS:

   A.   If Arizona Law Applies:  Guarantor waives, to the fullest extent allowed
        by applicable law, all of Guarantor's rights underss.  12-1641, 12-1642,
        12-1643,  12-1644,  44-142 and 47-3605 of Arizona Revised Statutes,  and
        Rule 17(f) of the Arizona Rules of Civil Procedure,  as now in effect or
        as modified or amended in the future. Guarantor's obligations under this
        Guaranty may be enforced by Lender in an action  regardless of whether a
        trustee's sale is held.

   B.   If Colorado Law Applies: Guarantor waives the benefit of C.R.S. Sections
        13-50-101 through 13-50-103, inclusive.

   C.   If  Connecticut  Law  Applies:  GUARANTOR  ACKNOWLEDGES  THAT  THIS IS A
        "COMMERCIAL  TRANSACTION"  AS SUCH IS  DEFINED  IN

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        CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED.  GUARANTOR
        FURTHER  ACKNOWLEDGES  THAT,  PURSUANT TO SUCH SECTION,  GUARANTOR HAS A
        RIGHT TO NOTICE OF AND HEARING PRIOR TO THE ISSUANCE OF ANY "PREJUDGMENT
        REMEDY."  NOTWITHSTANDING  THE  FOREGOING,  GUARANTOR  HEREBY WAIVES ALL
        RIGHTS  TO SUCH  NOTICE,  JUDICIAL  HEARING  OR  PRIOR  COURT  ORDER  IN
        CONNECTION WITH ANY SUIT ON THIS GUARANTY.

   D.   If Georgia Law  Applies:  Guarantor  waives the benefit of O.C.G.A.  ss.
        10-7-24.

   E.   If  Kentucky  Law  Applies:  As  defined  in  the  Security  Instrument,
        "Indebtedness"  means  the  principal  of,  interest  on,  and all other
        amounts due at any time under, the Note or the Security  Instrument,  or
        both, including prepayment premiums, late charges, default interest, and
        advances as provided in Section 12 of the Security Instrument to protect
        the  security  of  the  Security   Instrument.   The  instruments  being
        guaranteed,  within the meaning of K.R.S.  371.065, are the Note and the
        Security Instrument, but only to the extent of the Indebtedness.

   F.   If  Minnesota  Law  Applies:  Guarantor  waives the benefit of Minnesota
        Statutes Section 582.30.

   G.   If North  Carolina Law Applies:  Guarantor  waives all rights granted by
        Sections 26-7 through 26-9, inclusive, of the North Carolina Statutes.

   H.   If New Mexico Law  Applies:  Pursuant  to Section  58-6-5  NMSA 1978,  a
        contract,  promise or  commitment  to loan money or to grant,  extend or
        renew credit,  or any  modification  thereof,  in an amount greater than
        Twenty-five  Thousand and No/100 Dollars  ($25,000.00) not primarily for
        personal,  family or household purposes made by a financial  institution
        is not enforceable  unless made in writing and signed by the party to be
        charged or that party's authorized representatives.

   I.   If Nevada  Law  Applies:  Pursuant  to Nevada  Revised  Statute  40.495,
        Guarantor  also  hereby   unconditionally  and  irrevocably  waives  the
        provisions of Nevada  Revised  Statute  40.430,  and  acknowledges  that
        Lender  may  institute  a  separate  action  against  Guarantor  for the
        enforcement of Guarantor's  obligations,  irrespective of whether Lender
        has exercised any power of sale or other  foreclosure  remedies  against
        the Mortgaged Property.

   J.   If Oklahoma  Law  Applies:  If Lender  elects to enforce  this  Guaranty
        before, or without, enforcing the Security Instrument,  Guarantor waives
        any right,
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        whether pursuant to 12 Okla.  Stat. 686 or otherwise,  to require Lender
        to  set  off  the  value  of  the  Property  against  the  Indebtedness.

   K.   If Oregon Law Applies:  UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES AND
        COMMITMENTS  MADE BY LENDER AFTER OCTOBER 3, 1989,  CONCERNING LOANS AND
        OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,  FAMILY OR HOUSEHOLD
        PURPOSES  OR  SECURED  SOLELY  BY THE  BORROWER'S  RESIDENCE  MUST BE IN
        WRITING,   EXPRESS   CONSIDERATION   AND  BE  SIGNED  BY  LENDER  TO  BE
        ENFORCEABLE.

   L.   If Texas Law  Applies:  Guarantor  waives  the  benefit  of any right of
        discharge  under Chapter 34 of the Texas  Business and Commerce Code and
        all other rights of sureties and guarantors thereunder.

   M.   If West  Virginia  Law Applies:  Guarantor  waives the benefit of W. Va.
        Code 45-1-1, et. seq.


         ATTACHED EXHIBIT.  The following Exhibit is attached to this Guaranty:

         [ ] Exhibit A    Modifications to Guaranty

 [The remainder of this page intentionally left blank; signature pages follow.]

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   IN WITNESS  WHEREOF,  Guarantor has signed and delivered  this Guaranty under
seal or has caused this  Guaranty to be signed and  delivered  under seal by its
duly authorized  representative.  Guarantor  intends that this Guaranty shall be
deemed to be signed and delivered as a sealed instrument.

                                MJS ASSOCIATES, INC., a Missouri
                                corporation

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


STATE OF MISSOURI             )
                              ) ss.
COUNTY OF CLAY                )

   On this 22nd  day of December,  2000,  before me, a Notary  Public in and for
said County and State,  personally  appeared David L. Johnson,  to me personally
known,  who being by me duly  sworn (or  affirmed),  did say that he is the Vice
President  of MJS  Associates,  Inc.,  a  Missouri  corporation,  and that  said
instrument was signed in behalf of said corporation by authority of its board of
directors,  and said person  acknowledged said instrument to be the free act and
deed of said corporation.

   IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my seal the day
and year last above written.

  [Notary Seal]                        /s/ Grace E. Bales
                                         Notary Public

                                         My Commission Expires: Aug. 24, 2002

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