Exhibit 10.1

                           FIRST AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       MAXUS OPERATING LIMITED PARTNERSHIP

     THIS FIRST  AMENDED AND  RESTATED  AGREEMENT OF LIMITED  PARTNERSHIP  (this
"Agreement") has been executed and delivered as of the 15th day of October 2003,
by Maxus Realty GP, Inc., a Delaware corporation (the "General Partner"),  Maxus
Realty Trust, Inc., a Missouri corporation (the "Original Limited Partner",  the
"Company"  or "Maxus")  and those  persons and  entities  identified  as limited
partners in Schedule A (collectively,  with the Original  Limited  Partner,  the
"Limited  Partners"),  (the  General  Partner and each Limited  Partner  being a
"Partner" and collectively, the "Partners").

                                    RECITALS

     A. The General Partner and the Original Limited Partner are parties to that
certain Agreement of Limited  Partnership of Maxus Operating Limited Partnership
dated as of  August  31,  2001  (the  "Prior  Partnership  Agreement")  and,  in
accordance therewith, have been doing business as a Delaware limited partnership
(the "Partnership") under the name "Maxus Operating Limited Partnership."

     B. The Partners  deem it to be in the best interest of the  Partnership  to
amend and restate the Prior Partnership Agreement and are desirous of continuing
the  Partnership  in  accordance  with  the  Delaware  Revised  Uniform  Limited
Partnership Act as amended (the "Act") and this Agreement.

THEREFORE, in consideration of the mutual covenants contained in this Agreement,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the Partners agree as follows:

                                   ARTICLE I
                             ORGANIZATIONAL MATTERS

     1.1 Continuation of Partnership: Partnership Interests. The General Partner
and the Limited  Partners hereby continue the Partnership as a Delaware  limited
partnership  according to all of the terms and  provisions of this Agreement and
otherwise in  accordance  with the Act. The General  Partner is the sole general
partner  and  the  Limited  Partners  are  the  sole  limited  partners  of  the
Partnership.  All Partnership  profits,  losses, and distributive  shares of tax
items  accruing  prior  to the date of this  Agreement  shall  be  allocated  in
accordance with, and the respective  rights and obligations of the Partners with
respect to the period prior to the date of this Agreement  shall be governed by,
the Prior Partnership Agreement.  No Partner has any interest in any Partnership
property  and the  interest of all  Partners  in the  Partnership  are,  for all
purposes,  personal  property.  Except  as  expressly  provided  herein  to  the
contrary,  the rights and obligations of the Partners and the administration and
termination of the Partnership shall be governed by the Act.


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     1.2  Name.  The  Partnership  name  shall  be  "Maxus   Operating   Limited
Partnership," but the General Partner, in its sole and absolute discretion,  may
from time to time change the name of the  Partnership or may adopt such trade or
fictitious names as it may determine.

     1.3 Number of Partners. Unless the General Partner determines in good faith
that the Partnership will not be classified as a publicly traded partnership for
federal  income tax purposes,  the  Partnership  shall not at any time have more
than 100 partners  (including  as partners  those persons  indirectly  owning an
interest in the Partnership  through a partnership,  limited liability  company,
corporation or grantor trust (such entity, a "flow through entity"), but only if
substantially  all of the value of such  person's  interest in the flow  through
entity  is  attributable  to the  flow  through  entity's  interest  (direct  or
indirect) in the Partnership).

                                   ARTICLE II
                                   DEFINITIONS

     2.1 As used in this Agreement,  the following terms shall have the meanings
set forth respectively after each term:

     "Act" shall mean the Delaware  Revised Uniform Limited  Partnership Act, as
amended from time to time, and any successor statute.

     "Additional  Funds"  shall  have the  meaning  set forth in  Section  3.2.A
hereof.

     "Additional  Limited  Partner"  shall have the meaning set forth in Section
3.3 hereof.

     "Adjusted Capital Account" shall mean, at any time, the then balance in the
Capital Account of a Partner, after giving effect to the following adjustments:

          (i) add to such  Capital  Account  any  amounts  that such  Partner is
     obligated  to restore  pursuant to any  provision  of this  Agreement or is
     deemed  obligated  to  restore  pursuant  to  Regulations  Section  1.704-1
     (b)(2)(ii)(c)  or as described in the penultimate  sentences of Regulations
     Section  1.704-2(g)(1)  and  Regulations  Section  1  .704-2(i)(5),  or any
     successor provisions; and

          (ii)  subtract  from  such  Capital  Account  the items  described  in
     Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     The foregoing  definition of Adjusted Capital Account is intended to comply
with the provisions of Regulations  Section 1.704-1  (b)(2)(ii)(d)  and shall be
interpreted accordingly.

     "Adjusted Capital Account Deficit" shall mean, with respect to any Partner,
at any time, the deficit  balance,  if any, in the Adjusted  Capital  Account of
such Partner.

     "Adjustment  Date"  shall  have the  meaning  set  forth in  Section 3 .2.A
hereof.

     "Affiliate" shall mean, with respect to any Person,  any Person directly or
indirectly controlling, controlled by or under common control with such Person.

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     "Agreement" shall mean this First Amended and Restated Agreement of Limited
Partnership, as it may be amended from time to time.

     "Articles of  Incorporation"  shall mean the Articles of Incorporation  and
the Bylaws of the Company, as amended from time to time.

     "Assignee" shall mean a Person to whom a Limited  Partnership  Interest has
been  transferred in a manner  permitted under this  Agreement,  but who has not
become a Substituted Limited Partner.

     "Available  Cash"  shall mean all cash  receipts  of the  Partnership  from
whatever  source  during the period in  question in excess of all items for such
period  of  Partnership   expense  and  other  cash  needs  of  the  Partnership
(including, without limitation, amounts paid or to be paid by the Partnership as
principal on debts or advances,  as capital  expenditures and any reserves),  as
such amount is  calculated  in the sole and absolute  discretion  of the General
Partner.

     "Bankruptcy"  of a Partner  shall  mean (a) the  filing  by a Partner  of a
voluntary   petition  seeking   liquidation,   reorganization,   arrangement  or
readjustment, in any form, of its debts under Title 11 of the United States Code
(or  corresponding  provisions  of future  laws) or any other  federal  or state
insolvency law, or a Partner's filing an answer  consenting to or acquiescing in
any such petition, (b) the making by a Partner of any assignment for the benefit
of its  creditors or the  admission by a Partner in writing of its  inability to
pay its debts as they mature, or (c) the expiration of sixty (60) days after the
filing of any involuntary  petition under Title 11 of the United States Code (or
corresponding  provisions of future laws), seeking liquidation,  reorganization,
arrangement  or  readjustment  of its debts  under any  other  Federal  or state
insolvency law, provided that the same shall not have been vacated, set aside or
stayed within such 60-day period.

     "Business  Day"  shall mean any day other than  Saturday  or Sunday  during
which national banks located in the State of New York are  customarily  open for
business.

     "Capital  Account"  shall  mean  the  capital  account  maintained  by  the
Partnership for each Partner as described in Section 3.8 below.

     "Capital  Contribution"  shall mean, when used in respect of a Partner,  if
applicable,  the initial  capital  contribution  of such Partner as set forth in
Section 3.1 below, and any other amounts of money or the  Contribution  Value of
other  property  contributed  by such Partner to the capital of the  Partnership
with respect to the Partner's interest in the Partnership, including the Capital
Contribution made by any predecessor holder of the Partnership  Interest of such
Partner.

     "Cash  Amount"  shall mean an amount of cash equal to the Value,  as of the
date of receipt by Maxus of a Notice of  Redemption,  of the REIT Shares Amount.
Notwithstanding the foregoing, if the Maxus Group raises the Cash Amount through
an offering of  securities,  borrowings or  otherwise,  the Cash Amount shall be
reduced  by an amount  equal to the  expenses  incurred  by the  Maxus  Group in
connection  with  raising  such  funds (to the  extent  that such  expenses  are
allocable to funds used to pay the Cash  Amount);  provided,  however,  that the
total



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reduction  of the Cash Amount for such  expenses  shall not exceed five  percent
(5%) of the  total  Cash  Amount  as  determined  prior  to  reduction  for such
expenses.

     "Code"  shall mean the Internal  Revenue  Code of 1986,  as the same may be
amended from time to time, and any successor statute.

     "Company"   shall  mean  Maxus,   the  Original   Limited  Partner  of  the
Partnership.

     "Contributed  Funds"  shall have the  meaning  set forth in  Section  3.2.A
hereof.

     "Contribution Date" shall have the meaning set forth in Section 3.3 hereof.

     "Contribution  Value"  shall mean the gross fair  market  value of property
(other  than  cash)  contributed  by  a  Partner  to  the  Partnership  (net  of
liabilities secured by such contributed property that the Partnership is treated
as assuming or taking  subject to pursuant to the  provisions  of Section 752 of
the Code.)

     "Deemed Partnership Interest Value" as of any date shall mean, with respect
to a Partner,  the product of (1) the Deemed Value of the Partnership as of such
date, multiplied by (ii) such Partner's Partnership Interest as of such date.

     "Deemed Value of the Partnership" as of any date shall mean the quotient of
the following amounts:

          (i) the  product  of (a) the  Value of a REIT  Share as of such  date,
     multiplied by (b) the total number of REIT Shares issued and outstanding as
     of the close of business on such date  (excluding  treasury shares and, for
     purposes  of  Section  3.2  hereof,  excluding  any REIT  Shares  issued in
     exchange for  Contributed  Funds to be  contributed  to the  Partnership by
     Maxus on the  Adjustment  Date for which the  calculation  is being  made),
     divided by

          (ii) the  aggregate  Partnership  Interest  of Maxus  and the  General
     Partner as of such date.

     "Depreciation" shall mean for any fiscal year or portion thereof, an amount
equal  to the  depreciation,  amortization  or  other  cost  recovery  deduction
allowable  with  respect  to an asset for such  period  for  Federal  income tax
purposes,  except  that if the Gross Asset  Value of an asset  differs  from its
adjusted  basis for Federal income tax purposes at the beginning of such period,
Depreciation  shall  be an  amount  that  bears  the same  relationship  to such
beginning Gross Asset Value as the  depreciation,  amortization or cost recovery
deduction in such period for Federal  income tax purposes bears to the beginning
adjusted tax basis;  provided,  however,  that if the adjusted basis for Federal
income  tax  purposes  of an  asset at the  beginning  of such  period  is zero,
Depreciation  shall be determined  with reference to such beginning  Gross Asset
Value using any reasonable method selected by the General Partner.

     "Distribution   Value"  shall  mean  the  gross  fair  market  value  of  a
Partnership  asset  distributed to a Partner by the Partnership (net liabilities
secured by such distributed asset that


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<PAGE>

such  Partner is treated  as  assuming  or taking  subject  to  pursuant  to the
provisions of Section 752 of the Code.)

     "Employee  Limited  Partner"  shall have the  meaning  set forth in Section
3.7.C hereof.

     "Exchange Act" shall means the Securities Exchange Act of 1934, as amended,
or any successor statute.

     "Exchange Factor" means 1.0, provided that in the event that Maxus (i) pays
a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution
to all holders of its  outstanding  REIT Shares in REIT Shares,  (ii) subdivides
its  outstanding  REIT Shares  pursuant to a stock  split,  recapitalization  or
otherwise,  or (iii) combines its outstanding  REIT Shares into a smaller number
of REIT  Shares,  the  Exchange  Factor  shall be  adjusted by  multiplying  the
Exchange  Factor by a fraction,  the  numerator  of which shall be the number of
REIT  Shares  that would be issued and  outstanding  on the record date for such
event if such dividend, distribution, subdivision or combination had occurred as
of such date,  and the  denominator  of which shall be the actual number of REIT
Shares  issued  and   outstanding   on  the  record  date  for  such   dividend,
distribution,  subdivision or combination. Any adjustment of the Exchange Factor
shall  become  effective  immediately  after the  effective  date of such  event
retroactive to the record date for such event; provided,  however, that if Maxus
receives  a Notice  of  Redemption  after  the  record  date,  but  prior to the
effective date, and such redemption  shall occur prior to the effective date, of
any such event, the Exchange Factor shall be determined as if Maxus had received
the Notice of Redemption immediately prior to the record date for such event.

     "FPAA" shall have the meaning provided in Section 11.6.

     "Funding Date" shall have the meaning provided in Section 3.2.A.

     "Funding Loan  Proceeds"  shall mean the net cash proceeds  received by the
Maxus Group in connection  with any Funding Loan,  after  deduction of all costs
and expenses incurred by the Maxus Group in connection with such Funding Loan.

     "Funding  Loan(s)" shall mean any borrowing or refinancing of borrowings by
or on behalf of the Maxus Group from any lender for the purpose of causing Maxus
to advance the proceeds thereof to the Partnership as a loan pursuant to Section
3.2.A hereof.

     "General Partner" shall mean Maxus Realty GP, Inc., a Delaware corporation,
its duly admitted  successors  and assigns and any other Person who is a General
Partner at the time of reference thereto.

     "General Partnership  Interest" shall mean the Partnership Interest held by
the General Partner.

    "Gross Asset Value" shall mean, with respect to any Partnership  asset, the
asset's adjusted basis for Federal income tax purposes, except as follows:

          (i) The  initial  Gross  Asset  Value of any  asset  contributed  by a
     Partner to the  Partnership  shall be the gross fair  market  value of such
     asset, as determined by the


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     General Partner (subject to the applicable terms of any agreements  between
     the contributing Partner, the Partnership and/or the General Partner);

          (ii) The Gross Asset Value of all Partnership assets shall be adjusted
     to equal their  respective  gross fair market values,  as determined by the
     General Partner, as of the following times, each of which is referred to as
     a "Revaluation Event": (a) the acquisition of an additional interest in the
     Partnership  by any new or existing  Partner in exchange for more than a de
     minimis Capital Contribution;  (b) the distribution by the Partnership to a
     Partner  of more  than a de  minimis  amount  of  Partnership  property  as
     consideration  for an interest in the Partnership;  and (c) the liquidation
     of the  Partnership  within the  meaning  of  Regulations  Section  1.704-1
     (b)(2)(ii)(g);  provided, however, that adjustments pursuant to clauses (a)
     and  (b)  above  shall  be  made  only if the  General  Partner  reasonably
     determines  that such  adjustments  are necessary or appropriate to reflect
     the relative economic interests of the Partners in the Partnership; and

          (iii) The Gross Asset Value of  Partnership  assets shall be increased
     (or  decreased) to reflect any  adjustments  to the adjusted  basis of such
     assets pursuant to Code Section 734(b) or Code Section 743(b),  but only to
     the extent  that such  adjustments  are taken into  account in  determining
     Capital Accounts pursuant to Regulations Section  1.704-1(b)(2)(iv)(m)  and
     paragraph  (vi) of the  definition of Profits and Losses and Section 7.3(G)
     below;  provided,  however,  that Gross  Asset  Value shall not be adjusted
     pursuant  to  this  paragraph  (iii)  to the  extent  the  General  Partner
     determines that an adjustment pursuant to paragraph (ii) above is necessary
     or appropriate in connection with a transaction that would otherwise result
     in an adjustment pursuant to this paragraph (iii).

     If the  Gross  Asset  Value of an asset  has been  determined  or  adjusted
pursuant to paragraphs  (i),  (ii) or (iii) above,  such Gross Asset Value shall
thereafter  be adjusted by the  Depreciation  taken into account with respect to
such asset for  purposes  of  computing  Profits  and  Losses.

     "Incapacity"  or  "Incapacitated"  shall  mean,  (i) as to  any  individual
Partner,  death,  total  physical  disability or entry of an order by a court of
competent jurisdiction  adjudicating him incompetent to manage his Person or his
estate;  (ii)  as to  any  corporation  which  is a  Partner,  the  filing  of a
certificate  of  dissolution,  or its  equivalent,  for the  corporation  or the
revocation of its charter;  (iii) as to any partnership which is a Partner,  the
dissolution and  commencement of winding up of the  partnership;  (iv) as to any
estate which is a Partner,  the  distribution  by the  fiduciary of the estate's
entire interest in the Partnership;  (v) as to any trustee of a trust which is a
Partner,  the  termination  of the  trust  (but  not the  substitution  of a new
trustee); or (vi) as to any Partner, the Bankruptcy of such Partner.

     "IRS" shall have the meaning set forth in Section 11.6.

     "Issuance  Date" shall mean with  respect to  Partnership  Units owned by a
Partner, the date upon which such Partnership Units are issued to such Partner.

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     "Lien" shall mean any liens, security interests, mortgages, deeds of trust,
charges, claims, encumbrances,  pledges, options, rights of first offer or first
refusal  and any other  rights or  interests  of any kind or  nature,  actual or
contingent, or other similar encumbrances of any nature whatsoever.

     "Limited  Partner"  shall  mean any Person (i) whose name is set forth as a
Limited  Partner on Schedule A attached  hereto,  as such Exhibit may be amended
from time to time, or who has become a Limited Partner pursuant to the terms and
conditions of this Agreement,  or any Substituted  Limited  Partner,  Additional
Limited  Partner or Employee  Limited  Partner and (ii) who holds a  Partnership
Interest. "Limited Partners" means all such persons.

     "Limited  Partnership  Interest"  shall mean a  Partnership  Interest  of a
Limited  Partner in the  Partnership  and includes any and all benefits to which
the holder of such a  Partnership  Interest  may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the terms
and provisions of this Agreement.

     "Liquidator" shall have the meaning set forth in Section 14.2.

     "Majority-in-Interest  of the Limited Partners" shall mean, as of any given
time,  Limited Partners who own more than fifty percent (50%) of the Partnership
Interests in the Partnership held by Limited Partners.

     "Maxus" shall mean Maxus Realty Trust, Inc., a Missouri corporation.

     "Maxus Loan" shall have the meaning set forth in Section 3.2.A.

     "Maxus  Group" shall mean Maxus,  the General  Partner and any wholly owned
subsidiary of Maxus or the General Partner.

     "New Interests" shall have the meaning set forth in Section 12.3.C hereof.

     "New Securities" shall have the meaning set forth in Section 12.3.C hereof

     "Nonrecourse  Deductions"  shall have the meaning set forth in  Regulations
Section 1.704-2(c).

     "Nonrecourse  Liability"  shall have the meaning  set forth in  Regulations
Section 1.752-1(a)(2).

     "Non-Unitholder  Partnership  Interest"  shall  mean a Limited  Partnership
Interest that does not have Partnership Units associated therewith.

     "Notice of Redemption" shall mean a written notice delivered by a Redeeming
Partner to the  Partnership  (with a copy to the General  Partner) under Section
12.2,  pursuant to which the Redeeming  Partner  exercises the Redemption  Right
with respect to all or a portion of its Partnership Units in accordance with the
provisions of Section 12.2.

     "Original Limited Partner" shall mean Maxus.

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     "Partner  Nonrecourse Debt" shall have the meaning set forth in Regulations
Section 1.704-2(b)(4).

     "Partner Nonrecourse Debt Minimum Gain" shall have the meaning set forth in
Regulations Section 1.704-2(i).

     "Partner  Nonrecourse  Deductions"  shall  have the  meaning  set  forth in
Regulations Section 1.704-2(i).

     "Partners"  shall mean,  collectively,  the General Partner and the Limited
Partners, or any additional or successor partners of the Partnership admitted to
the Partnership in accordance with the terms of this Agreement.  References to a
Partner shall be to any one of the Partners.

     "Partnership"  shall mean the limited  partnership formed under the Act and
pursuant to this Agreement.

     "Partnership  Interest" shall mean an ownership interest in the Partnership
representing a Capital  Contribution  by either a Limited Partner or the General
Partner  and  includes  any and all  benefits  to  which  the  holder  of such a
Partnership  Interest  may be entitled as provided in this  Agreement,  together
with all  obligations  of such Person to comply with the terms and provisions of
this Agreement. The Partnership Interest of each Partner shall be expressed as a
percentage of the total Partnership  Interests owned by all of the Partners,  as
specified in Exhibit A attached hereto, as such Exhibit may be amended from time
to time.

     "Partnership  Minimum Gain" shall have the meaning set forth in Regulations
Sections 1.704-2(b)(2) and 1.704-2(d).

     "Partnership  Record  Date" shall mean the record date  established  by the
General  Partner for the  distribution of Available Cash pursuant to Section 8.1
hereof,  which record date shall be the same as the record date  established  by
Maxus for a distribution  to its  shareholders  of some or all of its portion of
such distribution.

     "Partnership  Unit" shall mean a unit  representing  the Redemption  Rights
associated  with the  Partnership  Interests  issued to certain  of the  Limited
Partners pursuant to the terms of this Agreement, which unit may be redeemed for
cash or exchanged for REIT Shares or cash through the exercise of the Redemption
Rights set forth in Sections 12.2 through 12.4. The number of Partnership  Units
of each Limited Partner shall be as specified in Exhibit A attached  hereto,  as
such  Exhibit may be amended  from time to time.  The  Partnership  Units may be
evidenced by certificates.

     "Person"  shall  mean  any  individual,  partnership,  corporation,  trust,
limited liability company or other entity.

     "Prior Partnership Agreement" has the meaning set forth in Recital A.

     "Profits" and "Losses" shall mean for each fiscal year or portion  thereof,
an amount equal to the  Partnership's  items of taxable  income or loss for such
year or period,  determined in accordance  with Section  703(a) of the Code with
the following adjustments:

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          (i) any  income  which  is  exempt  from  Federal  income  tax and not
     otherwise taken into account in computing  Profits or Losses shall be added
     to taxable income or loss;

          (ii) any  expenditures  of the  Partnership  described in Code Section
     705(a)(2)(B)  or  treated  as  Section   705(a)(2)(B)   expenditures  under
     Regulations  Section  1.704-1(b)(2)(iv)(i)  and not  otherwise  taken  into
     account in computing  Profits or Losses,  will be  subtracted  from taxable
     income or loss;

          (iii) in the event that the Gross Asset Value of any Partnership asset
     is adjusted  pursuant to the  definition of Gross Asset Value  contained in
     this  Article  2 as a result of a  Revaluation  Event,  the  amount of such
     adjustment shall be taken into account as gain or loss from the disposition
     of such asset for purposes of computing Profits and Losses;

          (iv)  gain  or  loss  resulting   from  any  taxable   disposition  of
     Partnership  assets with  respect to which gain or loss is  recognized  for
     Federal  income tax  purposes  shall be computed by  reference to the Gross
     Asset Value of the property disposed of,  notwithstanding that the adjusted
     tax basis of such property differs from its Gross Asset Value;

          (v) in lieu of the depreciation,  amortization and other cost recovery
     deductions  taken into  account in computing  such taxable  income or loss,
     there  shall be taken into  account  Depreciation  for such  fiscal year or
     other period;

          (vi) to the  extent an  adjustment  to the  adjusted  tax basis of any
     Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
     required  pursuant to Regulations  Section 1.704-1  (b)(2)(iv)(m)(4)  to be
     taken  into  account  in  determining  Capital  Accounts  as a result  of a
     distribution other than in complete liquidation of a Partner's  Partnership
     Interest, the amount of such adjustment shall be treated as an item of gain
     (if the  adjustment  increases  the  basis  of the  asset)  or loss (if the
     adjustment  decreases the basis of the asset) from the  disposition  of the
     asset and shall be taken into account for purposes of computing  Profits or
     Losses;

          (vii) in the event of a distribution of any Partnership asset, whether
     or not in connection  with a  liquidation  of the  Partnership,  such event
     shall for Capital Account purposes be a deemed taxable  disposition of such
     Partnership  asset  immediately prior to such distribution and gain or loss
     shall be  computed  and  treated  as an item of gain or loss and  allocated
     among the  Partners as if such  property  was  actually  disposed of for an
     amount  realized  equal to the gross fair market value of such asset and as
     if the  adjusted  basis of the asset was equal to its Gross  Asset Value at
     such time; and

          (viii)  any items  specially  allocated  pursuant  to  Section  7.3 or
     Section  7.4 or  Section  14.2.C  shall not be  considered  in  determining
     Profits or Losses.

     "Redeeming Partner" shall have the meaning provided in Section 12.2.A.

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     "Redemption Right" shall have the meaning set forth in Section 12.2.A.

     "Regulations"  shall mean the Income Tax Regulations,  including  Temporary
Regulations, promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).

     "REIT"  shall  mean the  Company,  a real  estate  investment  trust  under
Sections 856 through 860 of the Code.

     "REIT Requirements" shall have the meaning provided in Section 5.l.C.

     "REIT Share" shall mean a share of common stock in the Company.

     "REIT  Shares  Amount"  shall  mean a number  of REIT  Shares  equal to the
product of (i) the number of  Partnership  Units to be  exchanged by a Redeeming
Partner  pursuant  to Section  12.2,  multiplied  by (ii) the  Exchange  Factor;
provided  that in the event Maxus  issues to all holders of REIT Shares  rights,
options,  warrants or  convertible  or  exchangeable  securities  entitling  the
shareholders to subscribe for or purchase REIT Shares,  or any other  securities
or property (collectively, the "rights"), then the REIT Shares Amount shall also
include  such  rights  that a holder  of that  number  of REIT  Shares  would be
entitled to receive.

     "Revaluation  Event" shall have the meaning  provided in the  definition of
Gross Asset Value.

     "SEC" shall mean the United States Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
successor statute.

     "Specified Redemption Date" shall mean the tenth Business Day after receipt
by Maxus of a Notice of Redemption, unless applicable law requires a later date.
Notwithstanding the foregoing,  if Maxus elects to pay all or any portion of the
consideration to a Redeeming Partner in cash, the Specified  Redemption Date may
be extended for an additional  period to the extent required for the Maxus Group
to raise the  funds  required  to pay the cash  consideration  to the  Redeeming
Partner.

     "Stock  Incentive  Plan"  shall mean any stock  incentive  plan  adopted by
Maxus.

     "Substituted  Limited  Partner"  shall mean a Person who is  admitted  as a
Limited Partner to the Partnership pursuant to Section 12.5.

     "TMP" shall have the meaning provided in Section 11.5.

     "Trading Day" shall mean a day on which the principal  national  securities
exchange  on which the REIT Shares are listed or admitted to trading is open for
the transaction of business or, if the REIT Shares are not listed or admitted to
trading, means a Business Day.

     "Transfer" shall have the meaning provided in Section 12.1 .B.

                                       10
<PAGE>

     "Transferee" shall have the meaning provided in Section 12.1 .B.

     "TRS" shall mean a taxable REIT  subsidiary  of the Company as such term is
defined in Section 856(1) of the Code.

     "Value"  shall  mean,  with  respect  to a REIT  Share as of any date,  the
average  of the  "closing  price"  for the ten  (10)  consecutive  Trading  Days
immediately  preceding such date (except as provided to the contrary in Sections
3.2,  3.3 and 3.6 hereof).  The "closing  price" for each such Trading Day means
the last sale price, regular way on such day, or, if no such sale takes place on
that day, the average of the closing bid and asked  prices on that day,  regular
way,  in either  case as  reported  on the  principal  consolidated  transaction
reporting  system with respect to securities  listed on the  principal  national
securities  exchange  (including  the  National  Market  System of the  National
Association of Securities Dealers, Inc. Automated Quotation System) on which the
REIT  Shares are listed or admitted to trading or, if the REIT Shares are not so
listed or  admitted to trading,  the last  quoted  price or, if not quoted,  the
average of the high bid and low asked prices in the over-the-counter  market, as
reported by the National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation System or, if such system is no longer in use, the principal automated
quotation  system  then in use or, if the REIT  Shares  are not so quoted by any
such  system,  the average of the closing bid and asked prices as furnished by a
professional  market  maker  selected by the board of  directors  of the General
Partner making a market in the REIT Shares, or, if there is no such market maker
or such closing prices otherwise are not available, the fair market value of the
REIT  Shares as of such day,  as  determined  by the board of  directors  of the
General Partner in its sole discretion. In the event Maxus issues to all holders
of  REIT  Shares  rights,  options,  warrants  or  convertible  or  exchangeable
securities  entitling the  shareholders to subscribe for or purchase REIT Shares
or any other property, then the Value of a REIT Share shall include the value of
such rights,  as  determined  by the board of  directors of the General  Partner
acting in good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.

                                  ARTICLE III
                              CAPITAL CONTRIBUTIONS

     3.1 Capital Contributions of the Partners.

     A.  Each  Partner  listed  in  Exhibit  A is  concurrently  making  or  has
previously  made a Capital  Contribution  to the Partnership in exchange for its
Partnership Units and Partnership Interest set forth in Exhibit A.

     B. The  Partners  shall own  Partnership  Units in the amounts set forth in
Exhibit A and shall have  Partnership  Interests in the Partnership as set forth
in  Exhibit  A,  which  Partnership  Units and  Partnership  Interests  shall be
adjusted  in  Exhibit A from time to time by the  General  Partner to the extent
necessary to reflect  accurately  the  exercise of  Redemption  Rights,  Capital
Contributions,  transfers of  Partnership  Interests,  admissions  of Additional
Limited  Partners or Employee  Limited  Partners,  or similar events.  Except as
provided  in Section  11.8,  or as a result of directly  paying any  Partnership
debt,  the Partners  shall have no  obligation  to make any  additional  Capital
Contributions or loans to the Partnership.


                                       11
<PAGE>


     C. The  interest  of each  Limited  Partner  in  Partnership  Units  may be
evidenced by one or more  certificates  in such form as the General  Partner may
from  time to  time  prescribe.  Upon  surrender  to the  General  Partner  of a
certificate  evidencing the ownership of Partnership Units accompanied by proper
evidence of  authority  to transfer,  the General  Partner  shall cancel the old
certificate,  issue a new certificate to the Person entitled  thereto and record
the  transaction  upon its  books.  The  transfer  of  Partnership  Units may be
effectuated  only  in  connection  with a  transfer  of a  Partnership  Interest
pursuant to the terms of Article 12 hereof.  The General Partner may issue a new
certificate  or  certificates  in  place  of  any  certificate  or  certificates
previously  issued,  which  previously-issued  certificate or  certificates  are
alleged to have been lost, stolen or destroyed,  upon the making of an affidavit
of that fact by the owner claiming the  certificate or  certificates to be lost,
stolen or destroyed.  When issuing such new  certificate  or  certificates,  the
General  Partner  may, in its  discretion  and as a condition  precedent  to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate  or  certificates,   or  its  legal  representative,   to  give  the
Partnership  a bond in such sum as the General  Partner may direct as  indemnity
against any claim that may be made against the  Partnership  with respect to the
certificate or certificates alleged to have been lost, stolen or destroyed.

     3.2 Additional Funding.

     A. Upon the issuance by Maxus of  additional  REIT Shares for cash or other
property,  Maxus shall  contribute the net amount of any such cash and the other
property to the  Partnership  as a Capital  Contribution.  In  addition,  if the
General Partner  determines that the Partnership  needs  additional  Partnership
funds for any Partnership purpose in excess of any other funds determined by the
General  Partner to be  available  to the  Partnership  (such funds and the fund
referred  to in the  first  sentence  of  this  Section  3 .2.A  referred  to as
"Additional Funds"), the General Partner (i) may cause the Partnership to obtain
such funds from outside  borrowings,  (ii) may cause the  Partnership  to obtain
such funds by the admission of Additional  Limited Partners  pursuant to Section
3.3 hereof,  or (iii) may elect to have Maxus provide such  Additional  Funds to
the  Partnership.  On any  date  that  Maxus  provides  Additional  Funds to the
Partnership (the "Funding Date"):

          (i) to the  extent  the  General  Partner  elects to borrow all or any
     portion of the Additional Funds through a Funding Loan, the General Partner
     shall cause Maxus to lend (the "Maxus Loan") to the Partnership the Funding
     Loan Proceeds on comparable terms and conditions,  including interest rate,
     repayment  schedule and costs and  expenses,  as shall be  applicable  with
     respect to or incurred in connection with the Funding Loan; or

          (ii) to the extent the General Partner does not elect to borrow all or
     any portion of the  Additional  Funds by entering into a Funding Loan,  the
     General  Partner shall cause Maxus to contribute to the  Partnership  as an
     additional  Capital  Contribution  the amount of the  Additional  Funds not
     loaned  to the  Partnership  as a  Maxus  Loan  (the  "Contributed  Funds")
     (hereinafter,  each Funding Date on which Maxus so contributes  Contributed
     Funds pursuant to this  subparagraph  (ii) is referred to as an "Adjustment
     Date").  The Maxus Group may raise such Contributed Funds through a private
     placement or public  offering of REIT Shares or otherwise.  The Partnership
     shall assume or pay the  expenses,  including any  applicable  underwriting
     discounts  incurred  by the Maxus Group in  connection  with  raising  such
     Contributed Funds through a private


                                       12
<PAGE>


     placement or public  offering of its securities or otherwise  (i.e.,  Maxus
     shall be treated as contributing  to the  Partnership as Contributed  Funds
     the gross amount of funds raised, and the Partnership shall be charged with
     the cost of raising  such  funds,  with such cost  allocated  to all of the
     Partners in accordance with Article VII of the Agreement).

     B.  Effective on each  Adjustment  Date,  Maxus shall receive an additional
Partnership Interest (and the Partnership Interest of each Limited Partner other
than Maxus shall be reduced) such that:

          (i) the  Partnership  Interest  of each  Limited  Partner  not  owning
     Partnership  Units  (other  than Maxus)  shall be equal to a fraction,  the
     numerator  of which is equal to the Deemed  Partnership  Interest  Value of
     such Limited Partner (computed as of the Business Day immediately preceding
     the  Adjustment  Date) and the  denominator of which is equal to the sum of
     (a) the Deemed  Value of the  Partnership  (computed as of the Business Day
     immediately   preceding  the  Adjustment   Date)  and  (b)  the  amount  of
     Contributed Funds contributed by Maxus on such Adjustment Date;

          (ii)  the  combined  Partnership  Interest  of Maxus  and the  General
     Partner  shall be equal to a fraction,  the  numerator of which is equal to
     the sum of (a) the combined Deemed Partnership  Interest Value of Maxus and
     the General Partner (computed as of the Business Day immediately  preceding
     the  Adjustment  Date)  and  (b)  the  amount  of  the  Contributed   Funds
     contributed by Maxus on such  Adjustment  Date and the denominator of which
     is equal to the sum of (x) the Deemed Value of the Partnership (computed as
     of the Business Day immediately  preceding the Adjustment Date) and (y) the
     amount of the  Contributed  Funds  contributed by Maxus on such  Adjustment
     Date.  The Partnership Interest of the General Partner shall remain 0.001%,
     and the  Partnership  Interest  of Maxus  shall  be  equal to the  combined
     Partnership  Interest  determined in the preceding  sentence of this clause
     (2), reduced by 0.001%; and

          (iii)  the  Partnership   Interest  of  each  Limited  Partner  owning
     Partnership  Units shall be equal to the product of the following:  (a) the
     difference   obtained  from   subtracting  (x)  the  sum  of  the  combined
     Partnership  Interest of Maxus and the  General  Partner as  calculated  in
     Section 3 .2.B(ii) hereof,  plus the aggregate  Non-Unitholder  Partnership
     Interests as calculated in Section 3 .2.B(i)  hereof,  from (y) one hundred
     percent (100%), and (b) a fraction,  the numerator of which is equal to the
     number of Partnership Units held by such Limited Partner on such Adjustment
     Date,  and the  denominator  of  which  is equal  to the  total  number  of
     Partnership Units held by all Limited Partners on such Adjustment Date.

     The General  Partner  shall be authorized on behalf of each of the Partners
to amend this Agreement to reflect the increase in the  Partnership  Interest of
Maxus and the corresponding  reduction of the Partnership Interests of the other
Limited  Partners in  accordance  with the  provisions  of this Section 3.2. The
number of Partnership  Units owned by the Limited  Partners and Assignees  shall
not be decreased in connection with any additional  contribution of funds to the
Partnership by Maxus pursuant to this Section 3.2.  Notwithstanding  anything to
the  contrary  contained in this  Agreement,  for  purposes of  calculating  the
"Deemed Value of the Partnership"

                                       13
<PAGE>

and the  "Deemed  Partnership  Interest  Value"  under this  Section 3 .2.B with
respect  to cash  amounts  raised  by Maxus in a  private  placement  or  public
offering of REIT Shares and contributed to the Partnership as Contributed Funds,
the  "Value"  of a REIT  Share  shall be the  gross  offering  price  (prior  to
deduction of any expenses,  including without limitation selling  commissions or
underwriting  discounts) per REIT Share sold in the private  placement or public
offering.

     C. The Partners  hereby  acknowledge  and agree that any  Additional  Funds
provided by the Maxus Group (through Maxus) to the Partnership  pursuant to this
Section 3.2 may be in the form of real  property or an interest  therein  rather
than cash. In the event that real property or an interest therein is contributed
by Maxus to the Partnership pursuant to this Section 3.2:

          (i) to the extent that the  consideration  given in exchange  for such
     real property or interest therein is in the form of indebtedness,  Maxus be
     deemed to have made a Maxus  Loan to the  Partnership  pursuant  to Section
     3.2.A(i) hereof in an amount equal to the amount of such indebtedness; and

          (ii) to the extent that the  consideration  given in exchange for such
     real  property or interest  therein is in the form of cash or REIT  Shares,
     (i)  Maxus  shall be deemed to have  contributed  Contributed  Funds to the
     Partnership  pursuant to Section 3.2.A(ii) hereof in an amount equal to the
     amount of cash or the Value  (computed as of the  Business Day  immediately
     preceding  the date on which  such real  property  or  interest  therein is
     contributed to the Partnership) of the REIT Shares given as  consideration,
     and  (ii)  the  Partnership  Interests  of the  Limited  Partners  shall be
     adjusted as set forth in Section 3.2.B hereof.

     To the  extent  that the  consideration  given  for such real  property  or
interest  therein is New  Securities,  the  provisions of Section  12.3.C hereof
shall apply to the  contribution  of the real  property  or interest  therein by
Maxus to the Partnership.

     3.3 Issuance of Additional Partnership Interests.

     At any time after the date hereof,  without the consent of any Partner, the
General  Partner may,  upon its  determination  that the issuance of  additional
Partnership  Interests is in the best  interests of the  Partnership,  cause the
Partnership to issue Partnership  Interests to and admit as a limited partner in
the Partnership,  any Person (the "Additional  Limited Partner") in exchange for
the  contribution  by such Person of cash and/or  property in such amounts as is
determined  appropriate  by the General  Partner to further the  purposes of the
Partnership.  In the event that an Additional Limited Partner is admitted to the
Partnership pursuant to this Section 3.3:

          (i) if the Additional Limited Partner does not receive any Partnership
     Units in connection  with the receipt of his or its  Partnership  Interest,
     the Partnership  Interest of such Additional Limited Partner shall be equal
     to a fraction,  the  numerator of which is equal to the total dollar amount
     of the cash  contributed  and/or  the  Contribution  Value of the  property
     contributed  by  the  Additional   Limited   Partner  as  of  the  date  of
     contribution  to  the  Partnership  (the   "Contribution   Date")  and  the
     denominator  of which is  equal to the sum of (i) the  Deemed  Value of the
     Partnership (computed as of the Business

                                       14
<PAGE>

     Day immediately  preceding the Contribution Date) and (ii) the total dollar
     amount  of the  cash  contributed  and/or  the  Contribution  Value  of the
     property contributed by the Additional Partner as of the Contribution Date;

          (ii) the  Partnership  Interest of Maxus  shall be reduced,  as of the
     contribution Date, such that the combined Partnership Interest of Maxus and
     the General Partner shall be equal to a fraction, the numerator of which is
     equal to the combined  Deemed  Partnership  Interest Value of Maxus and the
     General Partner (computed as of the Business Day immediately  preceding the
     Contribution  Date) and the denominator of which is equal to the sum of (i)
     the  Deemed  Value of the  Partnership  (computed  as of the  Business  Day
     immediately  preceding  the  Contribution  Date) and (ii) the total  dollar
     amount  of the  cash  contributed  and/or  the  Contribution  Value  of the
     property   contributed  by  the  Additional   Limited  Partner  as  of  the
     Contribution  Date (with the  Partnership  Interest of the General  Partner
     remaining at 0.001%, and the Partnership  Interest  of  Maxus equal  to the
     combined Partnership  Interest determined in this Section 3.3(ii),  reduced
     by 0.001%);

          (iii) the  Partnership  Interest of each existing  Limited Partner not
     owning  Partnership  Units (other than Maxus)  shall be reduced,  as of the
     Contribution Date, such that the Partnership  Interest of each such Limited
     Partner  shall be equal to a fraction,  the  numerator of which is equal to
     the Deemed Partnership  Interest Value of such Limited Partner (computed as
     of the Business Day immediately  preceding the  Contribution  Date) and the
     denominator  of which is  equal to the sum of (i) the  Deemed  Value of the
     Partnership  (computed  as of the Business Day  immediately  preceding  the
     Contribution Date) and (ii) the total dollar amount of the cash contributed
     and/or the Contribution Value of the property contributed by the Additional
     Limited Partner as of the Contribution Date; and

          (iv) The Partnership  Interest of each existing Limited Partner owning
     Partnership Units and of the Additional Limited Partner, if such Additional
     Limited Partner receives  Partnership  Units in connection with the receipt
     of his or its  Partnership  Interest,  shall be equal to the product of the
     following:  (i) the difference obtained from subtracting (x) the sum of the
     combined   Partnership  Interest  of  Maxus  and  the  General  Partner  as
     calculated in Section  3.3(ii) hereof,  plus the  aggregate  Non-Unitholder
     Partnership  Interests as calculated  in Sections  3.3(i) and (iii) hereof,
     from (y) one hundred percent (100%), and (ii) a fraction,  the numerator of
     which is equal to the  number of  Partnership  Units  held by such  Limited
     Partner on such Contribution Date, and the denominator of which is equal to
     the  total  number  of  Partnership  Units  held  by all  Limited  Partners
     (including the Additional Limited Partner) on such Contribution Date.

     The General  Partner  shall be authorized on behalf of each of the Partners
to amend this  Agreement  to reflect the  admission  of any  Additional  Limited
Partner and any  reduction of the  Partnership  Interests  of the other  Limited
Partners in accordance with the provisions of this Section 3.3.

     The number of Partnership Units owned by the Limited Partners and Assignees
shall not be decreased in connection with any admission of an Additional Limited
Partner pursuant to this

                                       15
<PAGE>

Section 3.3.  The  General  Partner  may (but is not  required  to) grant to  an
Additional  Limited Partner  Partnership  Units,  which  Partnership Units shall
enable the Additional  Limited Partner to participate in the Redemption  Rights,
upon such terms and conditions as are deemed appropriate by the General Partner.
Notwithstanding  anything to the contrary  contained in this  Agreement,  if the
value of the  Partnership  Units  granted to an  Additional  Limited  Partner is
determined  based on the  average of the  "closing  price" of a REIT Share for a
period of time other than the ten  (10)-day  period  specified  in the Article I
definition of "Value" (including,  without limitation,  a determination based on
the "closing  price" of a REIT Share for the Trading Day  immediately  preceding
the admission of such Additional  Limited Partner),  then such other time period
shall be used in  calculating  the  "Value"  of a REIT  Share  for  purposes  of
calculating the "Deemed Value of the  Partnership"  and the "Deemed  Partnership
Interest  Value" under this  Section 3.3 with  respect to the  admission of such
Additional Limited Partner.

     3.4 No Preemptive  Rights.  Except as otherwise set forth in Section 3.2.A,
no Person shall have any  preemptive,  preferential  or other similar right with
respect  to the  making  of  additional  Capital  Contributions  or loans to the
Partnership.

     3.5 No Interest on Capital. No Partner shall be entitled to interest on its
Capital Contribution or its Capital Account.

     3.6 Stock Incentive Plans.

     A. Grants of REIT Shares.  If grants of REIT Shares are made in  connection
with a Stock Incentive Plan,

          (i) Maxus shall, as soon as practicable  after such grant,  contribute
     to the  capital of the  Partnership  an amount  equal to the price (if any)
     paid to Maxus by the party receiving the grant of REIT Shares;

          (ii) Maxus shall,  as of the date on which the grant of REIT Shares is
     made, be deemed to have contributed to the Partnership as Contributed Funds
     pursuant  to Section  3.2.A(ii)  hereof an amount  equal to the fair market
     value  (computed  using the "closing price" (as such term is defined in the
     definition  of the term  "Value") as of the date on which the grant of REIT
     Shares is made) of the REIT Shares delivered by Maxus to such party; and

          (iii)  the  General  Partner's   Partnership   Interest  shall  remain
     unchanged,  and the  Partnership  Interests of Maxus and the other  Limited
     Partners shall be adjusted as set forth in Section 3.2, based on the amount
     deemed  to  be  contributed,  determined  pursuant  to  Section  3.6.A(ii);
     provided  that,  for  purposes  of  calculating  the  "Deemed  Value of the
     Partnership" and the "Deemed Partnership Interest Value" under Section 3.2,
     the "Value" of a REIT Share shall be the  "closing  price" (as such term is
     defined in the  definition  of the term  "Value") of a REIT Share as of the
     date on which the grant of REIT Shares is made.

     B. Exercise of Stock Options. If stock options granted in connection with a
Stock Incentive Plan are exercised:

                                       16
<PAGE>

          (i)  Maxus  shall,  as  soon  as  practicable   after  such  exercise,
     contribute  to the  capital  of the  Partnership  an  amount  equal  to the
     exercise price paid to Maxus by the exercising party;

          (ii) Maxus  shall,  as of the date on which the  purchase  of the REIT
     Shares  is  consummated  by  such  exercising  party,  be  deemed  to  have
     contributed to the  Partnership  as  Contributed  Funds pursuant to Section
     3.2.A(ii)  hereof an amount equal to the fair market value  (computed using
     the "closing  price" (as such term is defined in the definition of "Value")
     as of the date on which such purchase of REIT Shares is consummated by such
     exercising  party) of the REIT Shares delivered by Maxus to such exercising
     party; and

          (iii)  the  General  Partner's   Partnership   Interest  shall  remain
     unchanged,  and the  Partnership  Interests of Maxus and the other  Limited
     Partners shall be adjusted as set forth in Section 3.2, based on the amount
     deemed  to  be  contributed,  determined  pursuant  to  Section  3.6.B(ii);
     provided  that,  for  purposes  of  calculating  the  "Deemed  Value of the
     Partnership" and the "Deemed Partnership Interest Value" under Section 3.2,
     the "Value" of a REIT Share shall be the  "closing  price" (as such term is
     defined in the  definition  of the term  "Value") of a REIT Share as of the
     date on which the purchase of REIT Shares is  consummated by the exercising
     party.

     3.7 Other Equity Compensation Plans.

     A. The Partnership may adopt a compensation plan for its employees,  agents
or consultants  pursuant to which the Partnership may grant Limited  Partnership
Interests (including Partnership Units, which Partnership Units shall enable the
Limited Partner to participate in the Redemption  Rights), or options to acquire
Limited Partnership  Interests  (including  Partnership Units, which Partnership
Units shall enable the Limited Partner to participate in the Redemption Rights),
to one or more of its  employees,  agents or  consultants  upon  such  terms and
conditions as may be deemed necessary or appropriate by the General Partner.

     B. A TRS may  adopt  a  compensation  plan  for its  employees,  agents  or
consultants  pursuant to which the TRS may grant Limited  Partnership  Interests
(including  Partnership  Units, which Partnership Units shall enable the Limited
Partner to participate in the Redemption  Rights), or options to acquire Limited
Partnership  Interests  (including  Partnership  Units,  which Partnership Units
shall enable the Limited  Partner to participate in the Redemption  Rights),  to
one or more of its employees,  agents or  consultants.  The Partnership may sell
Limited Partnership  Interests  (including  Partnership Units, which Partnership
Units shall enable the Limited Partner to participate in the Redemption  Rights)
to a TRS for  delivery to its  employees,  agents or  consultants.  The price at
which the Partnership  shall sell such  Partnership  Interests to a TRS shall be
the  fair-market  value of such  Partnership  Interests,  as  determined  by the
General Partner in its reasonable discretion.

     C.  Upon  any  admission  of  an  employee,  agent  or  consultant  of  the
Partnership  or a TRS as an additional  Limited  Partner (an  "Employee  Limited
Partner") pursuant to Section 3.7.A or 3.7.B above, the Partnership Interests of
the other Partners shall be diluted,

                                       17
<PAGE>

on a pro rata basis, in proportion to their respective Partnership Interests, to
reflect the  admission  of the Employee  Limited  Partner.  Notwithstanding  the
foregoing,  the Partnership Interest of the General Partner shall not be diluted
upon the  admission of the Employee  Limited  Partner;  any dilution  that would
otherwise occur with respect to the Partnership  Interest of the General Partner
in  accordance  with the  terms of the  preceding  sentence  shall be  allocated
instead to Maxus. The number of Partnership  Units owned by the Limited Partners
and  Assignees  shall not be decreased in  connection  with any  admission of an
Employee Limited Partner.

     D. In addition to the  compensation  plans described in Sections 3.6, 3.7.A
and 3 .7.B hereof, the General Partner,  in its sole and absolute discretion and
without the approval of the Limited Partners, may propose and adopt on behalf of
the Partnership  employee  benefit plans or other incentive  compensation  plans
(including,  without  limitation,  plans  granting  REIT  Shares or  options  to
purchase  REIT  Shares,   plans  granting   Partnership   Interests   (including
Partnership  Units) or  options to  purchase  Partnership  Interests  (including
Partnership Units),  "phantom" equity plans or other plans in which compensation
is tied to revenue or income amounts,  or based on increases in the market value
of  equity  ownership  interests)  for  the  benefit  of  employees,  agents  or
consultants  of any member of the Maxus  Group,  the  Partnership,  a TRS or any
Affiliate  of the  foregoing  in  respect of  services  performed,  directly  or
indirectly, for the benefit of the Maxus Group, the Partnership or a TRS.

     3.8 Capital Accounts.  A separate capital account ("Capital Account") shall
be  maintained  for each  Partner in  accordance  with the rules of  Regulations
Section 1.704-1(b)(2)(iv).

     A. To each  Partner's  Capital  Account there shall be added such Partner's
Capital  Contributions,  such  Partner's  distributive  share of Profits and any
items in the nature of income or gain which are specially  allocated pursuant to
Section 7.3 or Section 7.4.

     B. From each Partner's Capital Account there shall be subtracted the amount
of cash and the Distribution  Value of any Partnership  property  distributed to
such  Partner  pursuant  to any  provision  of this  Agreement,  such  Partner's
distributive  share of Losses and any items in the nature of  expenses or losses
which are specially allocated pursuant to Section 7.3 or Section 7.4.

     C. In the event all or a portion of a Partnership  Interest is  transferred
in accordance with the terms of this Agreement,  the transferee shall succeed to
the  Capital  Account  of  the  transferor  to  the  extent  it  relates  to the
transferred Partnership Interest.

     D. This Section 3.8 and the other provisions of this Agreement  relating to
the  maintenance  of Capital  Accounts are  intended to comply with  Regulations
Section 1.704-1(b),  and shall be interpreted and applied in a manner consistent
with such Regulations.  In the event the General Partner shall determine that it
is prudent to modify the manner in which the Capital Accounts,  or any debits or
credits thereto (including,  without  limitation,  debits or credits relating to
liabilities  which are secured by contributed  or distributed  property or which
are assumed by the Partnership, or the Partners) are computed in order to comply
with such Regulations, the General Partner may make such modification,  provided
that it is not likely to have a material  effect on the amounts  distributed  to
any Partner pursuant to Section 14.2 upon the liquidation of

                                       18
<PAGE>

the  Partnership.  The General Partner also shall (i) make any adjustments  that
are necessary or appropriate to maintain  equality  between the Capital Accounts
of  the  Partners  and  the  amount  of  Partnership  capital  reflected  on the
Partnership's  balance sheet, as computed for book purposes,  in accordance with
Regulations  Section   1.704-1(b)(2)(iv)(g),   and  (ii)  make  any  appropriate
modifications  in the event  unanticipated  events  might  otherwise  cause this
Agreement not to comply with Regulations Section 1.704-1(b).

     3.9 Return of Capital.  Except as expressly provided for in this Agreement,
no Partner shall have the right to demand or to receive the return of all or any
part of his  Capital  Contributions  to the  Partnership  and there  shall be no
priority of one Partner over the other as to the return of capital contributions
or withdrawals or distributions of profits and losses. No Partner shall have the
right  to  demand  or  receive  property  other  than  cash  in  return  for the
contributions of such Partner to the Partnership.

     3.10 Negative Capital Accounts.  Subject to the provisions of any guarantee
or other written  agreement  between a Partner and the  Partnership,  no Partner
shall be required  to pay to the  Partnership  any  deficit or negative  balance
which may exist in its Capital Account.

     3.11 Limit on Contributions and Obligations of Partners. Except as provided
in  Sections  3.1,  3.2 and 3.3 (or the  provisions  of any  guarantee  or other
written  agreement  between a Partner and the  Partnership)  no Partner shall be
required to make any additional advances or contributions to or on behalf of the
Partnership or to endorse any obligations of the Partnership.

                                   ARTICLE IV
                                PRINCIPAL OFFICE

     4.1 The principal office of the Partnership  shall be located at 104 Armour
Road,  North Kansas City,  Missouri 64116, or at such other place as the General
Partner may designate  after giving  written  notice of such  designation to the
other  Partners.  The  registered  agent of the  Partnership  in Delaware is The
Corporation Trust Company,  or such other person as the General Partner may from
time to time designate. The Partnership may maintain offices at such other place
or places  within or outside the State of Delaware as the General  Partner deems
advisable.

                                   ARTICLE V
                                     PURPOSE

     5.1 Purpose and Powers of Partnership.

     A. The purposes of the Partnership shall be to acquire, purchase, own, hold
for  investment,  operate,  manage,  develop,  redevelop,  invest  in,  finance,
refinance,  sell,  lease and  otherwise  deal with  commercial  real  properties
(including  multifamily  residential real properties) and personal  property and
assets related thereto,  and interests therein,  whether directly or indirectly,
alone or in association  with others.  The purposes of the Partnership  include,
but are not limited to:

                                       19
<PAGE>


          (i) acquiring, developing,  operating, leasing and managing commercial
     properties,   including   multifamily   residential   real  properties  and
     conducting any other lawful business relating thereto;

          (ii)  financing,  mortgaging,   exchanging,  selling,  encumbering  or
     otherwise  disposing  of all or any part of a  commercial  property  or any
     interest therein;

          (iii)   constructing,    reconstructing,   altering,   modifying   and
     subtracting from or adding to a commercial property or any part thereof;

          (iv) organizing and holding  interests in corporations,  partnerships,
     limited  liability  companies and other entities owning or otherwise having
     an interest in,  whether  directly or  indirectly,  one or more  commercial
     properties;

          (v) to acquire stock ownership interests in and to exercise all of the
     powers of a stockholder;

          (vi) in general,  the making of any investments or  expenditures,  the
     borrowing  and lending of money and the taking of any and all actions which
     are incidental or related to any of the purposes recited above; and

          (vii)  to  do  anything  necessary,  appropriate,  proper,  advisable,
     desirable,  convenient or incidental to the foregoing;  provided,  however,
     that such business shall be limited to and conducted in such a manner as to
     permit  the  Original  Limited  Partner  at all times to qualify as a REIT,
     unless the Original Limited Partner voluntarily  terminates its REIT status
     pursuant  to  its  Articles  of  Incorporation.   In  connection  with  the
     foregoing, and without limiting the Original Limited Partner's right in its
     sole  discretion to cease  qualifying as a REIT,  the Partners  acknowledge
     that the Original Limited  Partner's current status as a REIT inures to the
     benefit of all the Partners and not solely to the Original Limited Partner.

It is agreed that each of the foregoing is an ordinary part of the Partnership's
business and affairs.  Property may be acquired subject to, or by assuming,  the
liens, encumbrances,  and other title exceptions which affect such Property. The
Partnership may also be a partner (general or limited) in partnerships  (general
or limited),  a venturer in joint  ventures,  a shareholder in  corporations,  a
member in  limited  liability  companies  or an  investor  in any other  type of
business entity created to accomplish all or any of the foregoing.

     B. The Partnership  purposes may be accomplished by taking any action which
is not  prohibited  under  the Act and  which  is  related  to the  acquisition,
ownership, development,  improvement, operation, management, financing, leasing,
exchanging,  selling or otherwise encumbering or disposing of all or any portion
of the assets of the Partnership, or any interest therein.

     C. Each Limited  Partner  understands  and  acknowledges  that the Original
Limited Partner has elected to be treated as a REIT under Code Section 856. Each
Limited Partner further  understands and acknowledges  that in order to maintain
its status as a REIT, the


                                       20
<PAGE>

Original  Limited  Partner  must comply  with  numerous  and  complex  rules and
regulations set forth in the Code and the Regulations, many of which are applied
on a  quarterly  and/or  annual  basis (the "REIT  Requirements"),  and that the
management and operation of the  Partnership  will have a material effect on the
ability of the Original  Limited Partner to continue to maintain its status as a
REIT. Accordingly,  notwithstanding any other provision of this Agreement or any
non-mandatory  provision of the Act, the  Partnership  shall not take any action
which (or fail to take any action,  the  omission of which) (i) could  adversely
affect the  ability of the  Original  Limited  Partner to qualify or continue to
qualify as a REIT,  (ii)  could  subject  the  Original  Limited  Partner to any
additional  taxes  under  Code  Section  857  or  Code  Section  4981  or  other
potentially adverse  consequences under the Code, or (iii) otherwise could cause
the  Original  Limited  Partner to violate the REIT  Requirements.  Each Limited
Partner  further  understands  and  acknowledges  that the General Partner is an
affiliate of the Original Limited Partner. In such recognition,  notwithstanding
any other provision of this Agreement or any non-mandatory provision of the Act,
any action of the General  Partner on behalf of the  Partnership or any decision
of the  General  Partner to refrain  from  acting on behalf of the  Partnership,
undertaken  in the  General  Partner's  good faith  belief  that such  action or
omission is  necessary  or  advisable in order (i) to protect the ability of the
Original  Limited  Partner to continue to qualify as a REIT or (ii) to avoid the
Original  Limited Partner  incurring any taxes under Section 857 or Section 4981
of the Code, is expressly authorized under this Agreement and is deemed approved
by all of the Limited Partners.

     D.  Subject  to  Section  5.1.C  and  all of the  other  terms,  covenants,
conditions and  limitations  contained in this Agreement and any other agreement
entered  into by the  Partnership,  the  Partnership  shall  have full power and
authority  to do any and all acts and  things  necessary,  appropriate,  proper,
advisable,  desirable,  incidental  to or  convenient  for the  furtherance  and
accomplishment  of the  purposes  and  business  described  herein  and  for the
protection and benefit of the Partnership,  including,  without limitation, full
power and  authority,  directly  or  through  its  ownership  interest  in other
entities,  to enter into,  perform and carry out  contracts of any kind,  borrow
money and issue evidences of  indebtedness,  whether or not secured by mortgage,
deed of trust,  pledge or other lien,  acquire and develop  real  property,  and
lease, sell, transfer or otherwise dispose of real property.

                                   ARTICLE VI
                                      TERM

     6.1 Term. The term of the Partnership  shall continue until the Partnership
is terminated upon the occurrence of an event described in Section 14.1 below or
as otherwise required by law.

                                   ARTICLE VII
                                   ALLOCATIONS

     7.1 Profits.

     A. First,  after giving effect to the allocations set forth in Sections 7.3
and 7.4,  Profits for any fiscal year shall be allocated to the General  Partner
until the cumulative Profits

                                       21
<PAGE>

allocated to the General  Partner under this Section 7.1 .A equal the cumulative
Losses allocated to the General Partner under Section 7.2.B.

     B. Next,  after giving effect to the  allocations set forth in Sections 7.3
and 7.4,  Profits for any fiscal year shall be  allocated  among the Partners in
proportion to their respective Partnership Interests.

     C.  In  the  event  that  the  Partnership  issues  additional  Partnership
Interests to the General Partner or any Limited Partner  pursuant to Section 3.2
hereof,  the General Partner shall make such revisions to this Section 7.1 as it
determines are necessary to reflect the terms of the issuance of such additional
Partnership Interests, including, but not limited to, making special allocations
of  Profits  and  Losses  and other  Partnership  items to  certain  classes  of
Partnership Interests.

     7.2 Losses.

     A. After giving effect to the special allocations set forth in Sections 7.3
and 7.4,  Losses for any fiscal year shall be  allocated  among the  Partners in
proportion to their respective  Partnership  Interests.

     B. The Losses  allocated  pursuant to Section  7.2.A above shall not exceed
the  maximum  amount of Losses  that can be so  allocated  without  causing  any
Limited  Partner to have an Adjusted  Capital  Account Deficit at the end of any
fiscal year. All Losses in excess of the  limitations  set forth in this Section
7.2.B shall be allocated to the General Partner.

     C.  In  the  event  that  the  Partnership  issues  additional  Partnership
Interests to the General Partner or any Limited Partner  pursuant to Section 3.2
hereof,  the General Partner shall make such revisions to this Section 7.2 as it
determines are necessary to reflect the terms of the issuance of such additional
Partnership Interests, including, but not limited to, making special allocations
of  Profits  and  Losses  and other  Partnership  items to  certain  classes  of
Partnership Interests.

     7.3 Special Allocations. The following special allocations shall be made in
the following order:

     A. Minimum Gain  Chargeback.  Except as otherwise  provided in  Regulations
Section  1.704-2(f),  notwithstanding  any other provision of this Article 7, if
there is a net decrease in Partnership Minimum Gain during any fiscal year, each
Partner shall be specially  allocated  items of Partnership  income and gain for
such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal
to such  Partner's  share  of the net  decrease  in  Partnership  Minimum  Gain,
determined in accordance with Regulations Section 1.704-2(g). The items to be so
allocated   shall  be  determined  in  accordance  with   Regulations   Sections
1.704-2(f)(6) and  1.704-2(j)(2).  This Section 7.3.A is intended to comply with
the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations
and shall be interpreted consistently therewith.

                                       22
<PAGE>

     B.  Partner  Minimum  Gain  Chargeback.  Except as  otherwise  provided  in
Regulations Section 1 .704-2(i)(4),  notwithstanding any other provision of this
Article 7, if there is a net decrease in Partner  Nonrecourse  Debt Minimum Gain
attributable to a Partner  Nonrecourse Debt during any Partnership  fiscal year,
each  Partner  who has a share of the  Partner  Nonrecourse  Debt  Minimum  Gain
attributable  to such Partner  Nonrecourse  Debt,  determined in accordance with
Regulations  Section  1  .704-2(i)(5),  shall be  specially  allocated  items of
Partnership income and gain for such fiscal year (and, if necessary,  subsequent
fiscal years) in an amount equal to such Partner's  share of the net decrease in
Partner  Nonrecourse Debt Minimum Gain attributable to such Partner  Nonrecourse
Debt,  determined in accordance with  Regulations  Section 1  .704-2(i)(4).  The
items to be so allocated  shall be  determined in  accordance  with  Regulations
Sections  1.704-2(i)(4)  and  1.704-2(i)(2).  This Section  7.3.B is intended to
comply with the minimum gain  chargeback  requirement in  Regulations  Section 1
..704-2(i)(4) and shall be interpreted consistently therewith.

     C. Qualified Income Offset. In the event any Partner unexpectedly  receives
any adjustments,  allocations, or distributions described in Regulations Section
1.704-1(b)(2)(ii)(d)(4),    Section    1.704-1(b)(2)(ii)(d)(5),    or    Section
1.704-1(b)(2)(ii)(d)(6)  and  such  Partner  has  an  Adjusted  Capital  Account
Deficit,  items of Partnership  income and gain shall be specially  allocated to
each such Partner in an amount and manner sufficient to eliminate, to the extent
required  by the  Regulations,  the  Adjusted  Capital  Account  Deficit of such
Partner as quickly as possible,  provided  that an  allocation  pursuant to this
Section  7.3.C shall be made only if and to the extent that such  Partner  would
have an Adjusted  Capital Account Deficit after all other  allocations  provided
for in this Article 7 have been tentatively  made, as if this Section 7.3.C were
not in this Agreement.

     D.  Allocation.  In the event any Partner has a deficit  Capital Account at
the end of any Partnership  fiscal year which is in excess of the sum of (i) the
amount such Partner is obligated  to restore  pursuant to any  provision of this
Agreement, and (ii) the amount such Partner is deemed to be obligated to restore
pursuant to the penultimate sentences of Regulations Sections 1 .704-2(g)(1) and
1  .704-2(i)(5),  each  such  Partner  shall  be  specially  allocated  items of
Partnership income and gain in the amount of such excess as quickly as possible,
provided that an allocation pursuant to this Section 7.3.D shall be made only if
and to the extent that such Partner would have a deficit  Capital  Account after
all  other  allocations  provided  for in this  Article  7 have  been made as if
Section 7.3.C hereof and this Section 7.3.D were not in the Agreement.

     E. Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall
be allocated among the Partners in accordance with their respective  Partnership
Interests.

     F. Partner Nonrecourse  Deductions.  Any Partner Nonrecourse Deductions for
any fiscal  year  shall be  specially  allocated  to the  Partner  who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which such
Partner Nonrecourse Deductions are attributable,  in accordance with Regulations
Section 1 .704-2(i)(1).

     G. Section 754 Adjustments. To the extent an adjustment to the adjusted tax
basis of any  Partnership  asset pursuant to Code Section 734(b) or Code Section
743(b) is required,  pursuant to Regulations Section 1.704-1 (b)(2)(iv)(m)(2) or
Regulations Section


                                       23
<PAGE>


1.704-1  (b)(2)(iv)(m)(4),  to be taken  into  account  in  determining  Capital
Accounts as the result of a distribution to a Partner in complete liquidation of
his  interest  in the  Partnership,  the  amount of such  adjustment  to Capital
Accounts  shall be treated as an item of gain (if the  adjustment  increases the
basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
gain or loss shall be specifically  allocated to the Partners in accordance with
their respective  Partnership  Interests in the event that  Regulations  Section
1.704-1(b)(2)(iv)(m)(2)  applies,  or the Partner to whom such  distribution was
made in the event that Regulations Section 1.704-1 (b)(2)(iv)(m)(4) applies.

     7.4 Curative  Allocations.  The  allocations  set forth in Sections  7.1.A,
7.2.B,   7.3.A,  7.3.B,  7.3.C,  7.3.D,  7.3.E,  7.3.F,  and  7.3.G  above  (the
"Regulatory  Allocations")  are intended to comply with certain  requirements of
the  Regulations  under  Sections  704(b) of the Code.  It is the  intent of the
Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
offset either with other Regulatory  Allocations or with special  allocations of
other items of Partnership  income,  gain,  loss, or deduction  pursuant to this
Section 7.4.  Therefore,  notwithstanding  any other provision of this Article 7
(other than the  Regulatory  Allocations),  the General  Partner shall make such
offsetting special allocations of Partnership  income,  gain, loss, or deduction
in whatever  manner it determines  appropriate  so that,  after such  offsetting
allocations are made,  each Partner's  Capital Account balance is, to the extent
possible,  equal to the Capital  Account  balance such Partner would have had if
the Regulatory  Allocations  were not part of the Agreement and all  Partnership
items were  allocated  pursuant to Section 7.1 .B and 7.2.A.  In exercising  its
discretion  under this Section 7.4, the General  Partner shall take into account
future Regulatory  Allocations under Section 7.3.A and 7.3.B that,  although not
yet made,  are likely to offset other  Regulatory  Allocations  previously  made
under Sections 7.3.F and 7.3.G.

     7.5 Tax Allocations: Code Section 704(c).

     A.  Income,  gain,  loss,  and  deduction  with  respect  to  any  property
contributed to the capital of the Partnership shall, solely for tax purposes, be
allocated among the Partners so as to take account of any variation  between the
adjusted  basis of such  property  to the  Partnership  for  Federal  income tax
purposes and its initial  Gross Asset Value in accordance  with any  permissible
method or methods under Code Section 704(c) and the Regulations thereunder.

     B. In the event the Gross Asset Value of any Partnership  asset is adjusted
pursuant to the definition of "Gross Asset Value"  contained in Article 2 above,
subsequent  allocations of income, gain, loss and deduction with respect to such
asset shall take account of any  variation  between the  adjusted  basis of such
asset for  Federal  income tax  purposes  and its Gross  Asset Value in the same
manner or manners  permitted  under  Code  Section  704(c)  and the  Regulations
thereunder.

     C. Any elections or other decisions  relating to such allocations  shall be
made by the General Partner using any  permissible  manner under the Code or the
Regulations  that  the  General  Partner  may  elect  in  its  sole  discretion.
Allocations  pursuant to this  Section  7.5 are solely for  purposes of Federal,
state and local taxes and shall not affect,  or in any way be taken into account
in computing any Partner's  Capital Account or share of Profits,  Losses,  other
items or distributions pursuant to any provision in this Agreement.

                                       24
<PAGE>

                                  ARTICLE VIII
                         CASH AVAILABLE FOR DISTRIBUTION

     8.1 Requirement and  Characterization of Distribution.  The General Partner
shall cause the Partnership to distribute  quarterly all, or such portion deemed
appropriate  by  the  General  Partner,  of  Available  Cash  generated  by  the
Partnership  during  such  quarter  to the  Partners  who  are  Partners  on the
Partnership  Record Date with respect to such quarter in  accordance  with their
respective  Partnership  Interests on such Partnership  Record Date. The General
Partner shall take such reasonable  efforts, as determined by it in its sole and
absolute  discretion and consistent with the  qualification of Maxus as an REIT,
to distribute  Available Cash to the Limited Partners so as to preclude any such
distribution or portion thereof from being treated as part of a sale of property
to the  Partnership  by a Limited  Partner  under Section 707 of the Code or the
Regulations  thereunder;  provided that the General  Partner and the Partnership
shall not have any liability to a Limited Partner under any  circumstances  as a
result  of  any   distribution   to  a  Limited   Partner   being  so   treated.
Notwithstanding the foregoing, the General Partner shall use its best efforts to
cause the  Partnership to distribute  sufficient  amounts to enable Maxus to pay
shareholder  dividends  that  will (I)  allow  Maxus  to  achieve  and  maintain
qualification  as an REIT, and (II) avoid the imposition of any additional taxes
under Section 857 or Section 4981 of the Code.

     8.2  Amounts  Withheld.  All amounts  withheld  pursuant to the Code or any
provisions of any state or local tax law and Section 11.8 hereof with respect to
any allocation, payment or distribution to a Partner shall be treated as amounts
distributed to such Partner  pursuant to Section 8.1 for all purposes under this
Agreement.

     8.3  Distribution  In Kind.  Pursuant  to  Section  17-605 of the Act,  the
General Partner has the authority to make in kind distributions of assets of the
Partners. Any such distributions in kind shall be distributed among the Partners
in the same manner as set forth in Section 8.1 with  respect to  Available  Cash
(provided that  distributions in kind made after commencement of the liquidation
of the  Partnership  shall be  distributed  to the Partners in  accordance  with
Section 14.2).  The General Partner shall determine the fair market value of any
assets  distributed in kind using such reasonable  method of valuation as it may
adopt.

     8.4 Right to Limit  Distributions.  The  right of any  Partner  to  receive
distributions  of any nature  pursuant to the terms of this  Agreement  shall be
subject to the terms of any agreement  between such Partner and the  Partnership
limiting,  restricting  or  providing  rights of  set-off  with  respect to such
distributions.

     8.5 Consent to Allocations and  Distributions.  Each of the Partners hereby
consents to the allocations and distributions provided for in this Agreement.

                                   ARTICLE IX
                            MANAGEMENT OF PARTNERSHIP

     9.1 General Partner. All management powers over the business and affairs of
the Partnership are exclusively  vested in the General  Partner,  and no Limited
Partner shall have any right to participate in or exercise control or management
power over the business and affairs of


                                       25
<PAGE>

the Partnership.  The General Partner may not be removed by the Limited Partners
with or without  cause.  In  addition to the powers now or  hereafter  granted a
general  partner  of a limited  partnership  under  applicable  law or which are
granted to the General Partner under any other provision of this Agreement,  the
General Partner shall have full power and authority to do all things and perform
all acts specified in this Agreement or otherwise  deemed necessary of desirable
by it to conduct the business of the  Partnership,  to exercise all  Partnership
powers and to  effectuate  the  Partnership  purposes  set forth in Section  5.1
hereof to the extent consistent with allowing Maxus at all times to qualify as a
REIT. The General Partner shall be the sole manager of the Partnership business,
and shall have the right and power to make all  decisions and take any and every
action with respect to the property, the business and affairs of the Partnership
and shall have all the rights,  power and authority  generally conferred by law,
or necessary,  advisable or consistent  with  accomplishing  the purposes of the
Partnership.  All such decisions or actions made or taken by the General Partner
hereunder  shall be binding upon all of the Partners  and the  Partnership.  The
powers of the General Partner to manage the Partnership  business shall include,
without limitation, the power and authority to, directly or indirectly:

          (i)  operate  any  business  normal or  customary  for the owner of or
     investor in commercial property of the type held by the Partnership;

          (ii)  perform  any  and  all  acts  necessary  or  appropriate  to the
     operation  of the  Partnership's  assets,  including,  but not  limited to,
     preparing,   negotiating,   executing  and  delivering  leases  and  rental
     agreements  with  regard  to  real  and  personal  property  owned  by  the
     Partnership,  preparing applications for rezoning,  preparing objections to
     rezoning of other  property and  establishing  bank accounts in the name of
     the Partnership;

          (iii) improve,  renovate and/or perform  construction  activities with
     regard  to the  properties  owned by the  Partnership  and to  retain  such
     contractors,  subcontractors  and  other  persons  or  entities  as  may be
     required in connection with such activities;

          (iv) procure and maintain  such  insurance as may be available in such
     amounts and covering  such risks as are deemed  appropriate  by the General
     Partner;

          (v) take and  hold  all  real,  personal  and  mixed  property  of the
     Partnership in the name of the Partnership or in the name of a nominee;

          (vi) negotiate, execute and deliver agreements on behalf of and in the
     name of the Partnership;

          (vii) borrow money (whether on a secured or unsecured basis),  finance
     and refinance the assets of the Partnership or any part thereof or interest
     therein, and in connection  therewith,  issue notes, bonds,  securities and
     other  undertakings  and evidences of  indebtedness  and documents  related
     thereto (including,  without limitation,  guaranty, indemnities and similar
     undertakings  to support loans  obtained or debt  securities  issued by the
     Company) for Partnership  purposes (including,  without limitation,  borrow
     money to permit the  Partnership to make  distributions  in such amounts as
     will permit Maxus to avoid the payment of any federal income tax (or excise
     tax pursuant to Section 4981 of

                                       26
<PAGE>

     the Code)  and to make  distributions  to its  shareholders  sufficient  to
     permit Maxus to maintain REIT status);

          (viii)  coordinate  all  accounting  and  clerical  functions  of  the
     Partnership  and  employ  such  accountants,  lawyers,  property  managers,
     leasing agents and other  management or service  personnel as may from time
     to time be required to carry on the business of the Partnership;

          (ix) acquire any assets, and encumber, sell, assign, transfer,  ground
     lease or otherwise  dispose of any or all of the assets of the Partnership,
     or any part thereof or interest therein;

          (x) form,  organize or acquire a debt or equity ownership  interest in
     one or more partnerships,  corporations,  TRSs, limited liability companies
     or other  business  entities upon such terms and  conditions as the General
     Partner deems appropriate and make any capital contributions (in cash or in
     kind) required  pursuant to the  organizational  documents or  subscription
     agreements relating to any such partnerships,  corporations,  TRSs, limited
     liability companies or other business entities; and

          (xi)  establish  the  date  for  the  purpose  of  making  any  proper
     determination  in  connection  with,  but not  limited  to,  the  following
     matters:  (a) which  Partners  are entitled to receive  distributions,  (b)
     consent to any matter for which the  consent of Partners  is  permitted  or
     required  under any provision  hereof,  or (c) otherwise  when Partners are
     allocated rights hereunder.

     In exercising its authority under this Agreement,  the General Partner may,
but shall be under no  obligation to take into account the tax  consequences  to
any Partner of any action taken by it. The General  Partner and the  Partnership
shall not have  liability  to a Limited  Partner  under any  circumstances  as a
result of an income tax liability  incurred by such Limited  Partner as a result
of an action (or  inaction)  by the General  Partner  pursuant to its  authority
under this Agreement.

     9.2  Limitations  on Power and Authority of Partners.  Notwithstanding  the
powers of the  General  Partner  set forth in  Section  9.1 above,  the  General
Partner shall not have the right or power to do any of the following  unless any
such action is approved by a Majority-in-Interest of the Limited Partners:

          (i) do any act in  contravention  of this Agreement,  or any amendment
     hereto;

          (ii)  do any act  which  would  make it  impossible  to  carry  on the
     ordinary  business the  Partnership,  except to the extent that such act is
     specifically  permitted by the terms hereof (it being understood and agreed
     that a sale of any or all of the assets of the  Partnership,  for  example,
     would be an ordinary part of the Partnership's  business and affairs and is
     specifically permitted hereby); or

          (iii) confess a judgment against the Partnership.


                                       27
<PAGE>

     9.3 Limited Partners. The Limited Partners shall have no right or authority
to act for or to bind the Partnership  and no Limited Partner shall  participate
in the conduct or control of the Partnership's affairs or business.

     9.4 Liability of General  Partner.  The General Partner shall not be liable
or  accountable,  in damages or otherwise,  to the  Partnership  or to any other
Partner  for any error of  judgment  or for any  mistakes  of fact or law or for
anything which it may do or refrain from doing  hereafter in connection with the
business and affairs of the Partnership except (i) in the case of fraud or gross
negligence,  and (ii) for other breaches of this Agreement, but the liability of
the General  Partner  under this clause (ii) shall be limited to its interest in
the  Partnership as more  particularly  provided for in Section 9.8. The General
Partner  shall not have any  personal  liability  for the return of any  Limited
Partner's Capital Contributions.

     9.5 Indemnity.  The Partnership  shall indemnify and shall hold the General
Partner (and the trustees,  managers,  officers and directors  thereof) harmless
from  any  liability,   loss,  cost  or  damage,  including  without  limitation
reasonable  legal fees and court costs,  incurred by it by reason of anything it
may do or refrain from doing  hereafter for and on behalf of the  Partnership or
in  connection  with  its  business  or  affairs;  provided,  however,  that the
Partnership  shall not be required  to  indemnify  the  General  Partner (or any
officer, trustee, manager or director thereof) for any liability,  loss, cost or
damage which it might incur as a result of its fraud or gross  negligence in the
performance of its duties hereunder.  In addition,  the General Partner shall be
entitled to  reimbursement  from the  Partnership  for any amounts paid by it in
satisfaction  of  indemnification  obligations  owed by the  General  Partner to
present or former  officers,  trustees,  managers  or  directors  of the General
Partner or its  predecessors,  as provided for in or pursuant to the articles of
incorporation of the General Partner.  The right of indemnification set forth in
this  Section  9.5 shall be in  addition  to any  rights to which the  person or
entity seeking  indemnification may otherwise be entitled and shall inure to the
benefit of the successors  and assigns of any such person or entity.  No Partner
shall be  personally  liable  with  respect  to any  claim  for  indemnification
pursuant to this Section  9.5,  but such claim shall be satisfied  solely out of
assets of the Partnership.

     9.6 Other Activities of Partners and Agreements with Related  Parties.  The
General  Partner  shall  devote  its  full-time  efforts in  furtherance  of the
Partnership  business.  It is  expressly  understood  that,  except  for (i) the
Company's  ownership  of any  wholly-owned  subsidiary  or other  entity  of the
Company which is a partner of a partnership having the Partnership as a partner,
(ii)  borrowing  (including  the  issuance  of debt  securities)  where  the net
proceeds thereof are loaned or contributed to the Partnership,  (iii) activities
incidental  to the Company's  status and  existence as a real estate  investment
trust,  (iv) the Company's  ownership of the General Partner and its interest in
the  Partnership,  (v) the Company's  maintenance  of and ownership of such bank
accounts  or  similar  instruments  as it  deems  necessary  to  carry  out  its
responsibilities  contemplated  in the Articles of  Incorporation  and (vi) such
activities  as the Board of  Directors of the Company  determines  in good faith
should be conducted  directly by the Company or its wholly  owned  subsidiaries,
the  General  Partner  and the Company  shall  conduct  all of their  activities
exclusively  through the  Partnership and shall not conduct or engage in any way
in any other material business activities.  Except as may otherwise be agreed to
in writing,  each Limited Partner,  and its affiliates,  shall be free to engage
in, to conduct or to participate in any business

                                       28
<PAGE>

or  activity  whatsoever,   including,   without  limitation,  the  acquisition,
development,  management and  exploitation of real and personal  property (other
than  property of the  Partnership),  without any  accountability,  liability or
obligation  whatsoever to the Partnership or to any other Partner,  even if such
business  or  activity  competes  with or is  enhanced  by the  business  of the
Partnership.  The General  Partner,  in the exercise of its power and  authority
under this Agreement, may contract and otherwise deal with or otherwise obligate
the  Partnership  to entities in which the Maxus Group or any one or more of the
managers,  trustees,  officers,  directors or shareholders of the members of the
Maxus Group may have an ownership or other financial interest, whether direct or
indirect.

     9.7 Other Matters Concerning the General Partner.

     A. The General Partner shall be protected in relying,  acting or refraining
from acting on any  resolution,  certificate,  statement,  instrument,  opinion,
report,  notice,  request,  consent,  order, bond, debenture,  or other paper or
document  believed by it to be genuine and to have been executed or presented by
the proper party or parties.

     B. The General  Partner may exercise  any of the powers  granted or perform
any of the duties imposed by this Agreement  either  directly or through agents.
The  General  Partner  may  consult  with  counsel,   accountants,   appraisers,
management consultants, investment bankers and other consultants selected by it,
each of whom may serve as  consultants  for the  Partnership.  An opinion by any
consultant  on a matter  which the  General  Partner  believes  to be within its
professional or expert  competence  shall be full and complete  protection as to
any action  taken or omitted by the  General  Partner  based on the  opinion and
actions  taken or  omitted  in good  faith.  The  General  Partner  shall not be
responsible for the misconduct,  negligence, acts or omissions of any consultant
or contractor of the Partnership or of the General Partner,  and shall assume no
obligation  other than to use due care in the selection of all  consultants  and
contractors.

     C. No  mortgagee,  grantee,  creditor or any other person  dealing with the
Partnership  shall be  required  to  investigate  the  authority  of the General
Partner or secure the approval of or  confirmation by any Limited Partner of any
act of the General Partner in connection  with the conduct of the  Partnership's
business.

     D. The  General  Partner  may retain  such  persons or entities as it shall
determine  (including  the members of the Maxus Group or any entity in which the
members  of the  Maxus  Group  shall  have  an  interest  or  with  which  it is
affiliated) to provide services to or on behalf of the Partnership.  The members
of the Maxus Group shall be entitled to reimbursement  from the Partnership on a
monthly basis for their out-of-pocket  expenses (including,  without limitation,
amounts  paid or  payable  to the  General  Partner  or any  entity in which the
General Partner shall have an interest or with which it is affiliated)  incurred
in  connection  with  Partnership  business.  Such  expenses  shall be deemed to
include  without  limitation  those  expenses  required in  connection  with the
administration  of the Partnership such as the maintenance of Partnership  books
and records,  management of the Partnership  property and assets and preparation
of  information  respecting  the  Partnership  needed  by  the  Partners  in the
preparation of their individual tax returns.  The Limited  Partners  acknowledge
that the Maxus  Group's main  business is the direct and  indirect  ownership of
interests in and operation of the

                                       29
<PAGE>

Partnership,  and that all of the Maxus Group's operating  expenses  (including,
without limitation,  costs and expenses relating to the formation and continuity
of existence of the Maxus Group,  costs and expenses  associated with compliance
with the periodic reporting  requirements and all other rules and regulations of
the SEC or any other federal,  state or local regulatory body,  salaries payable
to officers and  employees of the members of the Maxus Group,  fees and expenses
payable to directors of the members of the Maxus Group,  and all other operating
or administrative  costs of the Maxus Group) are incurred for the benefit of the
Partnership  and shall be reimbursed  by the  Partnership.  Such  reimbursements
shall be in  addition  to any  reimbursement  to the Maxus  Group as a result of
indemnification   pursuant  to  this  Agreement.   If  and  to  the  extent  any
reimbursements to the Maxus Group are determined for federal income tax purposes
not to  constitute  payment  of  expenses  of the  Partnership,  the  amounts so
determined  shall constitute  guaranteed  payments within the meaning of Section
707(c) of the Code, shall be treated  consistently  therewith by the Partnership
and all  Partners,  and shall not be treated as  distributions  for  purposes of
computing the Partners' Capital Accounts.

     E. The General  Partner  may loan to the  Partnership  the net  proceeds of
loans obtained or debt securities  issued by the Company so long as the terms of
such loan to the Partnership are  substantially  equivalent to the corresponding
loan obtained or debt securities issued by the Company.

     F.  Notwithstanding  any other  provision of this Agreement or the Act, any
action of the General  Partner on behalf of the  Partnership  or any decision of
the  General  Partner  to  refrain  from  acting on  behalf of the  Partnership,
undertaken in the good faith belief that such action or omission is necessary or
advisable  in order (i) to protect  the  ability of Maxus to achieve or maintain
qualification  as a REIT or (ii) to avoid  the  incurring  by Maxus of any taxes
under  Section 857 or Section 4981 of the Code,  is expressly  authorized  under
this  Agreement and is deemed  approved by all of the Limited  Partners,  to the
extent such approval may be necessary.

     9.8 Partner Exculpation.  Except for fraud and gross negligence, no Partner
shall have any personal liability whatever, whether to the Partnership or to any
other  Partner,  for  the  debts  or  liabilities  of  the  Partnership  or  its
obligations hereunder,  and the full recourse of any Partner shall be limited to
the interest of that Partner in the Partnership. To the fullest extent permitted
by law, no trustee,  manager,  officer,  director or  shareholder of the General
Partner or the  Company  shall be liable to the  Partnership  for money  damages
except for (i) active and deliberate dishonesty  established by a final judgment
or (ii) actual  receipt of an improper  benefit or profit in money,  property or
services.  Without  limitation of the foregoing,  and except for fraud and gross
negligence, no property or assets of any Partner, other than its interest in the
Partnership, shall be subject to levy, execution or other enforcement procedures
for the satisfaction of any judgment (or other judicial process) in favor of any
other Partners and arising out of, or in connection  with, this Agreement.  This
Agreement is executed by the  trustees,  trust  managers,  members,  officers or
partners of each Partner solely as trustees, trust managers,  members,  officers
or partners of the same and not in their own individual capacities.  No advisor,
trustee,  trust  manager,  member,   director,   officer,   partner,   employee,
beneficiary, shareholder, participant or agent of any Partner (or of any partner
of a Partner) shall be personally liable in any matter or to any extent under or
in connection with this Agreement, and the Partnership, each


                                       30
<PAGE>


Partner and their  respective  successors  and assigns  shall look solely to the
interest of the other Partner in the Partnership for the payment of any claim or
for any performance hereunder.

     9.9  General  Partner  Expenses  and  Liabilities.  All costs and  expenses
incurred by the General Partner in connection with its activities as the General
Partner hereunder,  all costs and expenses incurred by the Company in connection
with its continued  existence,  qualification as a real estate  investment trust
under the Code and otherwise,  and all other liabilities incurred or suffered by
the General  Partner in connection  with the pursuit of its business and affairs
as  contemplated  hereunder  and in  connection  herewith,  shall  be  paid  (or
reimbursed to the General Partner or the Company, if paid by the General Partner
or the Company) by the Partnership.

                                    ARTICLE X
                                     BANKING

     10.1  Banking.  The  funds of the  Partnership  shall  be kept in  accounts
designated by the General Partner and all withdrawals therefrom shall be made on
such signature or signatures as shall be designated by the General Partner.

                                   ARTICLE XI
                                   ACCOUNTING

     11.1 Fiscal Year. The fiscal year and taxable year of the Partnership  (the
"fiscal year") shall end on the last day of December of each year.

     11.2 Books of Account. The Partnership books of account shall be maintained
at the principal  office  designated in Article 4 or at such other locations and
by such  person or persons as may be  designated  by the  General  Partner.  The
Partnership  shall pay the expense of  maintaining  its books of  account.  Each
Partner shall have, during  reasonable  business hours and upon reasonable prior
notice,  access to the books of the Partnership and in addition, at its expense,
shall have the right to copy such books. The General Partner,  at the expense of
the  Partnership,  shall cause to be prepared  and  distributed  to the Partners
annual  financial  data  sufficient to reflect the status and  operations of the
Partnership and its assets and to enable each Partner to file its federal income
tax return.

     11.3  Method of  Accounting.  The  Partnership  books of  account  shall be
maintained  and kept,  and its income,  gains,  losses and  deductions  shall be
accounted for, in accordance  with sound  principles of accounting  consistently
applied,  or such other method of accounting as may be adopted  hereafter by the
General  Partner.  All elections and options  available to the  Partnership  for
Federal  or  state  income  tax  purposes  shall be  taken  or  rejected  by the
Partnership in the sole discretion of the General Partner.

     11.4 Section 754 Election.  In case of a  distribution  of property made in
the manner provided in Section 734 of the Code (or any similar provision enacted
in  lieu  thereof),  or in  the  case  of a  transfer  of  any  interest  in the
Partnership  permitted by this Agreement made in the manner  provided in Section
743 of the Code (or any similar provision enacted in lieu thereof),  the General
Partner,  on behalf of the Partnership,  will file an election under Section 754
of the

                                       31
<PAGE>

Code (or any similar  provision  enacted in lieu thereof) in accordance with the
procedures set forth in the applicable Regulations.

     11.5 Tax Matters Partner.  The General Partner is hereby designated the Tax
Matters  Partner  (hereinafter  referred to as the "TMP") of the Partnership and
shall have all rights and obligations of the TMP under the Code.

     11.6  Administrative  Adjustments.  If the TMP  receives  notice of a Final
Partnership  Administrative  Adjustment  (the  "FPAA")  or if a  request  for an
administrative  adjustment  made by the TMP is not allowed by the United  States
Internal  Revenue Service (the "IRS") and the IRS does not notify the TMP of the
beginning of an  administrative  proceeding  with  respect to the  Partnership's
taxable  year to which such  request  relates (or if the IRS so notifies the TMP
but fails to mail a timely  notice of an  FPAA),  the TMP may,  but shall not be
obligated to,  petition a Court for  readjustment  of partnership  items. In the
case of notice of an FPAA, if the TMP determines that the United States District
Court or Claims Court is the most appropriate forum for such a petition, the TMP
shall notify each person who was a Partner at any time during the  Partnership's
taxable year to which the IRS notice relates of the approximate  amount by which
its tax liability would be increased  (based on such  assumptions as the IMP may
in good faith make) if the treatment of partnership items on his return was made
consistent with the treatment of partnership items on the Partnership's  return,
as adjusted by the FPAA.  Unless each such  person  deposits  with the TMP,  for
deposit  with IRS,  the  approximate  amount  of his  increased  tax  liability,
together  with a written  agreement to make  additional  deposits if required to
satisfy the jurisdictional  requirements of the Court,  within thirty days after
the TMP's  notice to such  person,  the TMP  shall not file a  petition  in such
Court.  Instead,  the TMP may, but shall not be obligated to, file a petition in
the United States Tax Court.

     11.7  Organizational  Expenses.  The  Partnership  shall  elect  to  deduct
expenses,  if any,  incurred by it in organizing the Partnership  ratably over a
sixty (60)-month period as provided in Section 709 of the Code.

     11.8 Withholding. Each Limited Partner hereby authorizes the Partnership to
withhold  from or pay on behalf of or with respect to such  Limited  Partner any
amount of federal,  state,  local,  or foreign  taxes that the  General  Partner
determines  that the  Partnership is required to withhold or pay with respect to
any amount  distributable  or allocable to such Limited Partner pursuant to this
Agreement,  including,  without limitation, any taxes required to be withheld or
paid by the Partnership  pursuant to Sections 1441,  1442,  1445, or 1446 of the
Code.  Any amount paid on behalf of or with respect to a Limited  Partner  shall
constitute a loan by the Partnership to such Limited  Partner,  which loan shall
be repaid by such Limited Partner within fifteen (15) days after notice from the
General  Partner  that such  payment  must be made  unless  (i) the  Partnership
withholds such payment from a distribution  which would otherwise be made to the
Limited  Partner,  or (ii)  the  General  Partner  determines,  in its  sole and
absolute  discretion,  that such payment may be satisfied  out of the  available
funds of the Partnership  which would,  but for such payment,  be distributed to
the Limited Partner.  Any amounts withheld pursuant to the foregoing clauses (i)
or (ii) shall be treated as having been  distributed  to such  Limited  Partner.
Each  Limited  Partner  hereby  unconditionally  and  irrevocably  grants to the
Partnership a security interest in such Limited Partners Partnership Interest to
secure such Limited  Partner's  obligation to pay to the Partnership any amounts
required to be paid pursuant to this Section

                                       32
<PAGE>

11.8.  In the event that a Limited  Partner fails to pay any amounts owed to the
Partnership  pursuant to this Section 11.8 when due, the General Partner may, in
its sole and absolute  discretion,  elect to make the payment to the Partnership
on behalf of such defaulting Limited Partner,  and in such event shall be deemed
to have  loaned  such  amount to such  defaulting  Limited  Partner  and,  until
repayment  of such  loan,  shall  succeed  to all  rights  and  remedies  of the
Partnership  as against such  defaulting  Limited  Partner  (including,  without
limitation,  the right to  receive  distributions).  Any  amounts  payable  by a
Limited  Partner  hereunder  shall bear  interest at the base rate on  corporate
loans at large United States money center  commercial  banks,  as published from
time to time in the Wall Street Journal,  plus four  percentage  points (but not
higher  than the  maximum  lawful  rate) from the date such amount is due (i.e.,
fifteen (15) days after demand) until such amount is paid in full.  Each Limited
Partner shall take such actions as the  Partnership or the General Partner shall
request in order to perfect or enforce the security interest created hereunder.

                                   ARTICLE XII
                                    TRANSFERS

     12.1 Transfers of Partnership Interests.

     A. General Partner.

          (i) The  General  Partner may not  withdraw  from the  Partnership  or
     transfer  all or a portion of its interest in the  Partnership  without the
     consent  of a  Majority-in-Interest  of the  Limited  Partners  unless  the
     transfer of such interest is to an Affiliate of the General  Partner.

          (ii) In the event of any merger, consolidation or other combination of
     Maxus with or into another  Person,  the  Partnership  shall  continue as a
     separate entity and the Limited  Partners will have redemption  rights with
     respect to the ownership interests in the new entity that are substantially
     equivalent to the Redemption Rights provided for in this Agreement.

          (iii) Maxus may liquidate the General Partner.

          B. Limited Partner.

          (i) No Limited Partner shall, without the prior written consent of the
     General  Partner  (which  consent  may be  given  or  withheld  in the sole
     discretion of the General Partner), sell, assign,  distribute give, pledge,
     encumber,   hypothecate,   mortgage,  exchange  or  otherwise  transfer  (a
     "Transfer") all or any part of his interest in the Partnership,  except (w)
     by operation of law, testamentary disposition,  gift (outright or in trust)
     or by sale, in each case to or for the benefit of his parent(s),  spouse or
     descendants,  (x)  pledges  or other  collateral  transfers  effected  by a
     Limited  Partner to secure  the  repayment  of a loan or other  obligation;
     provided however, that each such pledgee shall agree in writing, concurrent
     with such  pledge or other  collateral  transfer,  to (i)  subordinate  its
     rights with respect to the pledged  interest to any and all rights  granted
     by the pledging  Limited  Partner to the  Partnership,  whether or not such
     rights constitute

                                       33
<PAGE>

     perfected  security  interests  in  favor  of the  Partnership,  including,
     without   limitation,   any  rights  to   withhold,   restrict   or  offset
     distributions  in respect of such pledged  interest  under the terms of any
     agreement  between the Partnership and the pledging  Limited  Partner,  and
     (ii) defer the exercise of its rights as a secured creditor to realize upon
     the  collateral in the case of an event of default until the  expiration of
     one-year from the Issuance Date with regard to the Partnership  Units which
     constitute such collateral,  (y) the transfer of Partnership Units to Maxus
     for REIT Shares, pursuant to Section 12.2.B below, and (z) the distribution
     of Partnership  Units by a Limited Partner to any of its direct or indirect
     constituent  partners or owners.  Notwithstanding the foregoing,  each such
     transfer   shall  be   subject   to   compliance   with   restrictions   on
     transferability contained in the Articles of Incorporation,  Section 1.3 of
     this Agreement and/or any applicable  agreement  executed by the transferor
     as well as compliance with applicable  Federal and state  securities  laws;
     the  General  Partner  reserves  the right to require an opinion of counsel
     regarding such matters in form and substance  reasonably  acceptable to the
     General  Partner as a condition  to any such  Transfer.  A Limited  Partner
     shall notify the General Partner of any Transfer of beneficial  interest or
     other interest which occurs without a transfer of record ownership, as well
     as any pledge or other  collateral  transfer.  No part of the interest of a
     Limited Partner shall be subject to the claims of any creditor,  any spouse
     for alimony or support, or to legal process,  and may not be voluntarily or
     involuntarily  alienated  or  encumbered  except  as  may  be  specifically
     provided for in this Agreement. A Limited Partner shall not be permitted to
     retire or withdraw from the  Partnership  except as expressly  permitted by
     this  Agreement.  Any transferee of a Limited  Partnership  Interest in the
     Partnership shall also become the owner of any Partnership Units associated
     with such interest and shall be entitled to exercise the Redemption  Rights
     with respect to such Partnership Units.

          (ii)  Notwithstanding  any other  provision  of this  Agreement to the
     contrary, the General Partner may prohibit any transfer otherwise permitted
     under this Section 12.1 .B by a Limited Partner of its Partnership Interest
     if, in the opinion of legal counsel to the Partnership, such transfer would
     require  filing of a  registration  statement  under the  Securities Act or
     would otherwise violate any federal or state securities laws or regulations
     applicable to the Partnership or the Partnership Interest.

          (iii)  Notwithstanding  any other  provision of this  Agreement to the
     contrary,  no transfer by a Limited Partner of its Partnership Interest may
     be made to any  Person  if (i) in the  opinion  of  legal  counsel  for the
     Partnership,  it  would  result  in the  Partnership  being  treated  as an
     association  taxable as a corporation  for federal income tax purposes,  or
     result in a termination of the Partnership for federal income tax purposes,
     (ii) in the  opinion of the legal  counsel  for the  Partnership,  it would
     adversely  affect the  ability of Maxus to continue to qualify as a REIT or
     subject Maxus to any additional  taxes under Section 857 or Section 4981 of
     the Code or violate any  restrictions  on  ownership of  securities  of the
     Company set forth in the  Articles of  Incorporation,  or (iii) the General
     Partner  determines that such transfer is effectuated  through or, together
     with  other  similar  transfers,   could  result  in  the  creation  of  an
     "established  securities market" or a "secondary market (or the substantial
     equivalent   thereof)"  or  otherwise  increase  the  likelihood  that  the
     Partnership would be treated as a "publicly traded partnership" within

                                       34
<PAGE>

     the meaning of Code  Section  7704 and the  related  Notice  88-75,  1988-2
     C.B.386, and Treasury Regulations Section 1.7704-1.

          (iv)  Notwithstanding  any other  provision  of this  Agreement to the
     contrary,  no transfer by a Limited Partner of its Partnership Interest may
     be made (i) to any Person who lacks the legal  right,  power or capacity to
     own a  Partnership  Interest,  (ii) in  violation  of any  provision of any
     mortgage or trust deed (or the note or bond secured thereby) constituting a
     Lien against an asset of the Partnership,  (iii) in violation of applicable
     law,  or (iv) if such  transfer  would,  in the  opinion  of counsel to the
     Partnership,  cause  any  portion  of  the  assets  of the  Partnership  to
     constitute  assets of any employee  benefit plan  pursuant to Department of
     Labor regulations section 25 10.2-101.

     C. Admission Adjustments.  The General Partner shall, when necessary, cause
this Agreement to be amended from time to time (and shall cause Schedule A to be
revised), to reflect the admission or withdrawal of Partners,  and the issuance,
conversion and redemption of any Partnership  Units (including the corresponding
adjustment to Partnership Interests).

     D.  Transfers  to  Lenders.  Notwithstanding  any other  provision  of this
Agreement  to  the  contrary,  no  transfer  of  any  Partnership  Interests  or
Partnership  Units may be made to a lender to the  Partnership or any Person who
is related (within the meaning of Section  1.752-4(b) of the Regulations) to any
lender to the  Partnership  whose  loan  constitutes  a  Nonrecourse  Liability,
without  the  consent of the  General  Partner,  which  consent  may be given or
withheld by the General  Partner in its sole and absolute  discretion,  provided
that as a condition to such consent being granted the lender will be required to
enter into an arrangement with the Partnership and the General Partner to redeem
for the Cash Amount or the REIT Shares Amount any  Partnership  Units in which a
security  interest  is held,  simultaneously  with the time at which such lender
would be deemed to be a partner in the  Partnership  for purposes of  allocating
liabilities to such lender under Section 752 of the Code.

     12.2 Redemption Rights.

     A. On or after  the date  which is one year  after the  Issuance  Date with
respect to a Partnership  Unit, the owner of the Partnership Unit shall have the
right  (the  "Redemption  Right")  to  require  the  Partnership  to redeem on a
Specified Redemption Date all or a portion of the Partnership Units held by such
Limited Partner at a redemption  price equal to the Cash Amount.  The Redemption
Right shall be  exercised  pursuant to a Notice of  Redemption  delivered to the
Partnership  (with a copy to the General  Partner) by the Limited Partner who is
exercising the Redemption Right (the "Redeeming  Partner");  provided,  however,
that the Partnership  shall not be obligated to satisfy such Redemption Right if
Maxus  elects  to  purchase  the  Partnership  Units  subject  to the  Notice of
Redemption pursuant to Section 12.2.B. If Maxus elects to pay all or any portion
of the  consideration to a Redeeming Partner in cash pursuant to Section 12.2.B,
the Maxus Group agrees to use its best  efforts to raise any  required  funds as
quickly as possible after receipt of the Notice of Redemption.

     B. Notwithstanding the provisions of Section 12.2.A, a Limited Partner that
exercises  the  Redemption  Right  shall be deemed to have  offered  to sell the
Partnership Units

                                       35
<PAGE>

described in the Notice of Redemption  to Maxus,  and Maxus may, in its sole and
absolute  discretion,  elect to purchase  directly and acquire such  Partnership
Units by paying  to the  Redeeming  Partner  either  (i) cash  equal to the Cash
Amount or (ii) the REIT  Shares  Amount,  or (iii) any  combination  of the Cash
Amount or the REIT Shares  Amount,  as elected by Maxus in its sole and absolute
discretion, on the Specified Redemption Date.

     C.  Notwithstanding  anything to the contrary  contained in Section  12.2.B
above,  to the extent that the  delivery  of REIT Shares to a Redeeming  Partner
pursuant to Section  12.2B above would cause a Redeeming  Partner to violate the
applicable  "Ownership  Limit" or violate any other  limitation set forth in the
Articles of Incorporation,  Maxus will not deliver REIT Shares to such Redeeming
Partner but may, in its sole and  absolute  discretion,  elect to either (1) pay
the  consideration to a Redeeming Partner in the form of the Cash Amount, or (2)
refuse, in whole or in part, to accept the Notice of Redemption.

     D. No Limited  Partner may deliver to the  General  Partner  more than four
Notices of Redemption during each calendar year. In addition,  a Limited Partner
may not  exercise  the  Redemption  Right  for less  than one  thousand  (1,000)
Partnership  Units or, if such  Limited  Partner  holds  less than one  thousand
(1,000)  Partnership  Units, all of the Partnership  Units held by such Partner.
The Redeeming Partner shall have no right, with respect to any Partnership Units
so redeemed,  to receive any distribution paid with respect to Partnership Units
if the Record Date for such distribution is on or after the Specified Redemption
Date.

     E. No Limited  Partner shall,  by virtue of being the holder of one or more
Partnership Units be deemed to be a shareholder of or have any other interest in
the Company.

     12.3 Covenants Relating to the Redemption Rights.

     A. Maxus shall at all times reserve for issuance such number of REIT Shares
as may be necessary to enable it to issue such REIT Shares in full  satisfaction
of the Redemption  Rights with respect to all  Partnership  Units which are from
time to time outstanding.

     B. As long as Maxus shall be obligated to file  periodic  reports under the
Exchange  Act,  Maxus shall attempt to file such reports in such manner as shall
enable any recipient of REIT Shares issued  pursuant to Section 12.2 in reliance
upon an exemption from  registration  under the Securities Act to continue to be
eligible to utilize Rule 144  promulgated  by the SEC pursuant to the Securities
Act, or any successor rule or regulation or statute  thereunder,  for the resale
thereof.

     C. In the event that Maxus issues any preferred  stock or rights,  options,
warrants or  convertible  or  exchangeable  securities  containing  the right to
subscribe for or purchase REIT Shares ("New  Securities")  to Persons other than
to all  holders  of  REIT  Shares  (i)  the  General  Partner  shall  cause  the
Partnership to issue to Maxus preferred  equity  ownership  interests or rights,
options,  warrants or convertible or exchangeable  securities of the Partnership
("New Interests")  having  designations,  preferences and other rights, all such
that  the  economic  interests  are  substantially  similar  to those of the New
Securities,  and (ii) Maxus will  contribute  the proceeds  from the issuance of
such New  Securities  and from the  exercise  of  rights  contained  in such New
Securities to the  Partnership.  The Partners hereby  acknowledge and agree that
the

                                       36
<PAGE>

proceeds received by Maxus in exchange for the issuance of New Securities may be
cash or  real  property  or an  interest  therein.  If any  New  Securities  are
subsequently  converted or exchanged for REIT Shares, (i) Maxus shall, as of the
date on which the  conversion  or  exchange  is  consummated,  be deemed to have
contributed to the  Partnership  as Contributed  Funds pursuant to Section 3.2.A
hereof an amount equal to the Value (computed as of the Business Day immediately
preceding the date on which such conversion or exchange of the New Securities is
consummated)  of the  REIT  Shares  delivered  by Maxus  to such  holder  of New
Securities,  and (ii) the  Partnership  Interests of Maxus and the other Limited
Partners  shall  be  adjusted  as set  forth  in  Section  3.2.  The  number  of
Partnership  Units  held by the  Limited  Partners  shall  not be  decreased  in
connection  with the issuance of any New  Securities or in  connection  with any
subsequent conversion or exchange of any New Securities for REIT Shares.

     D.  Each  Limited  Partner  and  Assignee  covenants  and  agrees  that all
Partnership  Units  delivered to Maxus for exchange  pursuant to Section  12.2.B
hereof   shall  be  delivered  to  Maxus  free  and  clear  of  all  Liens  and,
notwithstanding  anything herein contained to the contrary, Maxus shall be under
no  obligation to acquire  Partnership  Units which are or may be subject to any
Liens.  Each Limited Partner and Assignee  further agrees that, in the event any
state or local  property  transfer tax is payable as a result of the transfer of
its  Partnership  Units to Maxus,  such Limited Partner or Assignee shall assume
and pay such transfer tax.

     E. In the event Maxus purchases REIT Shares, then the General Partner shall
cause the  Partnership  to  purchase  from  Maxus a portion  of its  Partnership
Interest on the same terms that Maxus purchased such REIT Shares.

     12.4 Other Matters Relating to the Redemption Rights.

     A.  Any  Partnership  Units  transferred  to Maxus  or the  Partnership  in
connection with the exercise of the Redemption Rights shall be canceled.

     B. Upon any transfer of Partnership  Units by a Redeeming  Partner to Maxus
pursuant Section 12.2 above, the Partnership Interest of such Limited Partner or
Assignee  shall be  decreased  (and the  Partnership  Interest of Maxus shall be
correspondingly  increased) as provided in this Section 12.4.B.  The Partnership
Interest of such Limited Partner or Assignee  subsequent to the redemption event
shall be equal to the product of the following:  (i) the Partnership Interest of
such Limited  Partner or Assignee  immediately  prior to the  redemption  event,
multiplied by (ii) a fraction,  the numerator of which is the total  Partnership
Units owned by such Limited Partner or Assignee  immediately  after the exchange
event,  and the  denominator of which is the total number of  Partnership  Units
owned by such  Limited  Partner or Assignee  immediately  prior to the  exchange
event.  Notwithstanding  the  foregoing,  if a Limited  Partner or Assignee owns
Partnership Units and also owns Partnership Interests issued pursuant to Section
3.3  or  3.7  above,  which  Partnership  Interests  were  not  associated  with
Partnership  Units,  the portion of the  Partnership  Interest  of such  Limited
Partner or Assignee that represents the Partnership Interests issued pursuant to
Section 3.3 or 3.7 shall not be subject to reduction  pursuant to the provisions
of this Section 12.4.

     12.5 Substituted Limited Partners.


                                      37
<PAGE>

     A. No Limited  Partner shall have the right to substitute a transferee as a
Limited Partner in its place without the consent of the General  Partner,  which
consent  may be  granted  or  withheld  by the  General  Partner in its sole and
absolute  discretion.  The  General  Partner's  failure  or  refusal to permit a
transferee of a Limited  Partnership  Interest to become a  Substituted  Limited
Partner shall not give rise to any cause of action  against the  Partnership  or
any Partner.

     B. A transferee who has been admitted as a Substituted  Limited  Partner in
accordance  with this  Article  12 shall  have all the  rights and powers and be
subject to all the  restrictions and liabilities of a Limited Partner under this
Agreement.  The admission of any  transferee as a  Substituted  Limited  Partner
shall be subject to the transferee  executing and delivering to the  Partnership
an  acceptance  of all of the terms and  conditions  of this  Agreement and such
other documents or instruments as may be required to effect the admission.

     C. Upon the admission of a Substituted Limited Partner, the General Partner
shall amend Exhibit A to reflect the name, address, number of Partnership Units,
and Partnership Interest of such Substituted Limited Partner and to eliminate or
adjust, if necessary,  the name, address and interest of the predecessor of such
Substituted Limited Partner.

     D. A successor to all of the General Partner's General Partnership Interest
who is  proposed  to be  admitted  as a  substituted  General  Partner  shall be
admitted to the  Partnership as the General  Partner,  effective  simultaneously
with such  transfer.  Any such  transferee  shall  carry on the  business of the
Partnership without dissolution. In each case, the admission shall be subject to
the substituted  General Partner  executing and delivering to the Partnership an
acceptance of all of the terms and  conditions of this  Agreement and such other
documents or instruments as may be required to effect the admission.

     E. A Person who makes a Capital Contribution to the Partnership or receives
a Limited Partnership  Interest pursuant to Section 3.7 hereof shall be admitted
to the Partnership as an Additional Limited Partner or Employee Limited Partner,
as the case may be, only upon  furnishing to the General Partner (i) evidence of
acceptance in form  satisfactory  to the General Partner of all of the terms and
conditions  of this  Agreement,  including,  without  limitation,  the  power of
attorney  granted in Section  15.1  hereof,  and (ii) such  other  documents  or
instruments as may be required in the discretion of the General Partner in order
to effect such Person's  admission as an Additional  Limited Partner or Employee
Limited  Partner,  as the  case  may  be.  The  admission  of any  Person  as an
Additional  Limited  Partner or Employee  Limited  Partner,  as the case may be,
shall  become  effective  on the date  upon  which  the name of such  Person  is
recorded on the books and records of the  Partnership,  following the consent of
the General Partner to such admission.

     12.6  Assignees.   If  the  General  Partner,  in  its  sole  and  absolute
discretion,  does not consent to the admission of any permitted  transferee as a
Substituted Limited Partner, as described in Section 12.5, such transferee shall
be considered an Assignee for purposes of this  Agreement.  An Assignee shall be
deemed  to  have  had   assigned  to  it,  and  shall  be  entitled  to  receive
distributions  from the  Partnership and the share of Profits and Losses and any
other  items of income,  gain,  loss,  deduction  and credit of the  Partnership
attributable to the Partnership  Interest  transferred to such  transferee,  but
shall not be entitled to vote such Partnership Interest


                                       38
<PAGE>


on any matter  presented to the Limited  Partners  for a vote (such  Partnership
Interest  being deemed to have been voted on such matter in the same  proportion
as all other  Partnership  Interests held by the Limited Partners are voted). In
the event any such  transferee  desires to make a further  transfer  of any such
Partnership Interest,  such transferee shall be subject to all of the provisions
of this  Article  12 to the same  extent and in the same  manner as any  Limited
Partner  desiring to make a transfer of a  Partnership  Interest.

     12.7 General Provisions.

     A. No Limited  Partner may withdraw  from the  Partnership  other than as a
result of a permitted  transfer  of all of such  Limited  Partner's  Partnership
Interest in accordance with this Article 12.

     B. Any Limited Partner who shall transfer all of its  Partnership  Interest
in a permitted  transfer pursuant to this Article 12 shall cease to be a Limited
Partner.

                                  ARTICLE XIII
                                  NEW PARTNERS

     13.1  Admission of New  Partners.  The General  Partner  shall admit to the
Partnership  as limited  partners those persons and entities who are not already
Partners in accordance with Section 3.3 of this Agreement.

                                  ARTICLE XIV
             TERMINATION, LIQUIDATION AND DISSOLUTION OF PARTNERSHIP

     14.1 Termination Events. The Partnership shall be dissolved and its affairs
wound up in the manner  hereinafter  provided  upon the earliest to occur of the
following events:

     A. December 3l, 2100; or

     B. the sale of all or substantially all of the assets of the Partnership;

     C. the agreement of those Partners holding at least a  Majority-in-Interest
of the  Partnership  Interests  of all of the  Partners,  determining  that  the
Partnership should be dissolved; or

     D. subject to Section 14.4 below,  the entry of a final judgment,  order or
decree of a court of competent jurisdiction  adjudicating as bankrupt either the
Partnership or the General  Partner,  and the  expiration  without appeal of the
period, if any, allowed by applicable law to appeal therefrom.

     14.2  Method  of  Liquidation.  Upon  the  happening  of any of the  events
specified in Section 14.1 above, the General Partner,  or if there be no General
Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited
Partners  (the  "Liquidator")   shall  immediately   commence  to  wind  up  the
Partnership's  affairs  and shall  liquidate  the assets of the  Partnership  as
promptly as  possible,  unless the General  Partner,  or the  Liquidator,  shall
determine that an immediate sale of Partnership assets would cause undue loss to
the Partnership, in which event

                                       39
<PAGE>

the  liquidation  may be deferred for a  reasonable  time.  The  Partners  shall
continue to share cash flow, Profits and Losses during the period of liquidation
in the same proportions as before dissolution (subject to Section 14.2.C below).
The proceeds from  liquidation of the  Partnership,  including  repayment of any
debts of Partners to the Partnership, shall be applied in the following order:

     A. Debts of the Partnership, including repayments of principal and interest
on loans and advances made by the General Partner above; then

     B. To the  establishment of any reserves deemed necessary or appropriate by
the  General  Partner,  or the  Liquidator,  for any  contingent  or  unforeseen
liabilities  or  obligations  of  the  Partnership.  Such  reserves  established
hereunder  shall be held for the  purpose  of  paying  any  such  contingent  or
unforeseen  liabilities or obligations  and, at the expiration of such period as
the  General  Partner or the  Liquidator  deems  advisable,  the balance of such
reserves shall be distributed in the manner provided hereinafter in this Section
14.2 as though such  reserves had been  distributed  contemporaneously  with the
other funds distributed hereunder; and then

     C. To the Partners in  accordance  with their  respective  Capital  Account
balances,   after  giving  effect  to  all   contributions,   distributions  and
allocations for all periods.

     14.3 Date of  Termination.  The  Partnership  shall be terminated  when all
notes received in connection with the disposition of the Partnership assets have
been  paid  and all of the  cash  or  property  available  for  application  and
distribution  under  Section  14.2 above  (including  reserves)  shall have been
applied and distributed in accordance therewith.

     14.4 Reconstitution Upon Bankruptcy.

     A.  Notwithstanding  any dissolution of the Partnership under clause (D) of
Section 14.1 above,  if the  Partnership is  reconstituted  as set forth in this
Section 14.4, then the business of the  Partnership  shall be continued with the
Partnership's property and the Partnership's assets shall not be liquidated.

     B. If the  Partnership  is  dissolved  by reason of the  bankruptcy  of the
General  Partner,  a successor  general  partner may be admitted  within 90 days
after the dissolution,  effective as of the date of dissolution,  as the General
Partner  hereunder,  with the written consent of a  Majority-in-Interest  of the
Limited Partners. Upon the admission of such successor general partner,  without
any further consent or approval of any other Partner,  the Partnership  shall be
reconstituted as a successor limited partnership.

     C. If the  Partnership  is  dissolved  by reason of the  bankruptcy  of the
Partnership in a proceeding for the reorganization  (and not the liquidation) of
the   Partnership,   then,   with   the   consent   of   the   Company   and   a
Majority-in-Interest   of  the  Limited   Partners,   the   Partnership  may  be
reconstituted  within 90 days  after  dissolution,  effective  as of the date of
dissolution,  whereupon the Partnership  shall be  reconstituted  as a successor
limited partnership.

     D. The successor limited  partnership  reconstituted in accordance with the
foregoing  provisions  of this Section  14.4 shall  continue the business of the
Partnership with the

                                       40
<PAGE>

Partnership's  property.  The  Percentage  Interests  of  the  Partners  in  the
successor  limited  partnership  shall  be in  proportion  to  their  respective
Percentage  Interests  in the  dissolved  Partnership.  Such  successor  limited
partnership  shall be governed by the terms and provisions of this Agreement and
references  in this  Agreement  to the  Partnership  or to the Partners or their
rights and obligations  shall be understood to comprehend such successor limited
partnership and the Partners thereof and their rights and obligations.

     14.5 Death, Legal Incompetency, Etc. of a Limited Partner. The death, legal
competency,  Incapacity,  insolvency,  dissolution  or  bankruptcy  of a Limited
Partner  shall not  dissolve or  terminate  the  Partnership.  Upon the death or
Incapacity of an individual  Limited Partner,  such individual Limited Partner's
interest in the  Partnership  shall be  transferred  either by will, the laws of
intestacy  or  otherwise  to the  legal  representative  or  successor  of  such
individual Limited Partner.

                                   ARTICLE XV
                                POWER OF ATTORNEY

     15.1 Power of Attorney.

     A. Each Limited Partner  constitutes and appoints the General Partner,  any
Liquidator,  and authorized officers and  attorneys-in-fact of each, and each of
those acting singly,  in each case with full power of substitution,  as its true
and lawful  agent and  attorney-in-fact,  with full power and  authority  in its
name, place and stead to:

          (i) execute,  swear to, acknowledge,  deliver,  file and record in the
     appropriate  public  offices  (a) all  certificates,  documents  and  other
     instruments that the General Partner or the Liquidator deems appropriate or
     necessary to qualify or continue  the  existence  or  qualification  of the
     Partnership as a limited partnership (or a partnership in which the limited
     partners have limited  liability) in the State of Delaware and in all other
     jurisdictions  in  which  the  Partnership  may  conduct  business  or  own
     property; (b) all instruments that the General Partner deems appropriate or
     necessary to reflect any amendment,  change, modification or restatement of
     this Agreement made in accordance  with its terms;  (c) all conveyances and
     other  instruments or documents that the General Partner or Liquidator,  as
     the case may be, deems  appropriate or necessary to reflect the dissolution
     and liquidation of the Partnership pursuant to the terms of this Agreement,
     including,  without limitation, a certificate of cancellation;  and (d) all
     instruments  relating  to the  Capital  Contribution  of any Partner or the
     admission, withdrawal, removal or substitution of any Partner made pursuant
     to the terms of this Agreement; and

          (ii) execute,  swear to,  acknowledge and file all ballots,  consents,
     approvals,  waivers,  certificates  and other  instruments  appropriate  or
     necessary,  in the sole and absolute  discretion of the General Partner, to
     make,  evidence,  give,  confirm  or ratify  any vote,  consent,  approval,
     agreement or other action which is made or given by the Partners  hereunder
     or is  consistent  with  the  terms of this  Agreement  or  appropriate  or
     necessary, in the sole discretion of the General Partner, to effectuate the
     terms or intent of this Agreement.


                                       41
<PAGE>

Nothing  contained  herein shall be construed as authorizing the General Partner
to amend this Agreement except in accordance with Article 16 hereof or as may be
otherwise expressly provided for in this Agreement.

          B.  The  foregoing   power  of  attorney  is  hereby  declared  to  be
     irrevocable  and a power coupled with an interest,  in  recognition  of the
     fact  that  each of the  Partners  will be  relying  upon the  power of the
     General  Partner to act as  contemplated by this Agreement in any filing or
     other action by it on behalf of the  Partnership,  and it shall survive and
     not be affected by the subsequent  Incapacity of any Limited Partner or the
     transfer  of all or any  portion  of  such  Limited  Partner's  Partnership
     Interest  and shall  extend to such Limited  Partner's  heirs,  successors,
     assigns and  personal  representatives.  Each such Limited  Partner  hereby
     agrees  to be  bound by any  representation  made by the  General  Partner,
     acting in good  faith  pursuant  to such power of  attorney;  and each such
     Limited  Partner  hereby waives any and all defenses which may be available
     to contest, negate or disaffirm the action of the General Partner, taken in
     good faith under such power of attorney. Each Limited Partner shall execute
     and deliver to the General Partner or the  Liquidator,  within fifteen (15)
     days  after  receipt  of the  General  Partner's  or  Liquidator's  request
     therefor,   such  further   designation,   powers  of  attorney  and  other
     instruments as the General Partner or the  Liquidator,  as the case may be,
     deems  necessary  to  effectuate  this  Agreement  and the  purposes of the
     Partnership.

                                   ARTICLE XVI
                                    AMENDMENT

          16.1 Amendment of Agreement.

     A.  Amendments to this  Agreement  may be proposed by the General  Partner.
Each Limited Partner,  by his execution of or joinder in this Agreement,  hereby
irrevocably appoints the General Partner with power of substitution, as his true
and lawful attorney  coupled with an interest,  in his name,  place and stead to
amend this Agreement in any respect other than:

          (i) to enlarge the obligation of any Partner to make  contributions to
     the capital of the Partnership; or

          (ii) except as otherwise provided for in this Agreement or as required
     by law,  to modify the  allocation  of  Profits or Losses or  distributions
     among the Partners as provided for in Articles 7 and 8 above, respectively;
     or

          (iii) to amend this Section 16.

     B. With respect to amendments  regarding Section  16.A(ii),  this Agreement
may be  amended  with the  written  consent  of the  Company  and those  Limited
Partners  holding not less than 51% of the  aggregate of  Partnership  Interests
held by all Limited Partners.

     C. With respect to amendments  regarding  Section 1 6.A(i),  this Agreement
may be amended  only with the  written  consent of the  General  Partner and any
Partner  adversely  affected  by such  amendment.  With  respect  to  amendments
regarding  Section 16.A(iii) this Agreement may be amended only with the written
consent of all Partners. In the event this

                                       42
<PAGE>

Agreement  shall be amended  pursuant to this  Article  16, the General  Partner
shall cause this Agreement to be amended to reflect the amendment.

                                  ARTICLE XVII
                                  MISCELLANEOUS

     17.1 Notices. Any notice,  election or other communication  provided for or
required by this Agreement  shall be in writing and shall be deemed to have been
given when delivered by hand or by telecopy or other  facsimile  transmission or
by other  electronic  means,  the first  business  day after  sent by  overnight
courier (such as Federal  Express),  or on the second business day after deposit
in the United States Mail,  certified or registered,  return receipt  requested,
postage  prepaid,  properly  addressed  to the  Partner  to whom such  notice is
intended  to be given at the  address for the Partner set forth on Schedule A of
this  Agreement,  or at such other  address as such  person may have  previously
furnished in writing to the Partnership and each Partner with copies to:

                           Maxus Realty Trust, Inc.
                           104 Armour Road
                           North Kansas City, Missouri 64113

                           Attention: President

     17.2  Modifications.  Except as otherwise  provided in this  Agreement,  no
change  or  modification  of this  Agreement,  nor  any  waiver  of any  term or
condition in the future,  shall be valid or binding  upon a Partner  unless such
change or modification shall be in writing and signed by such Partner.

     17.3 Successors and Assigns.  Any person  acquiring or claiming an interest
in the Partnership,  in any manner whatsoever,  shall be subject to and bound by
all of the terms,  conditions  and  obligations  of this  Agreement to which his
predecessor-in-interest  was subject or bound,  without regard to whether such a
person has  executed a  counterpart  hereof or any other  document  contemplated
hereby.  No person,  including  the legal  representative,  heir or legatee of a
deceased  Partner,  shall have any rights or obligations  greater than those set
forth  in this  Agreement,  and no  person  shall  acquire  an  interest  in the
Partnership  or become a Partner  thereof  except as expressly  permitted by and
pursuant  to the terms of this  Agreement.  Subject  to the  foregoing,  and the
provisions of Article 12 above,  this Agreement  shall be binding upon and inure
to the benefit of the Partners and their respective successors,  assigns, heirs,
legal representatives, executors and administrators.

     17.4 Duplicate Originals.  For the convenience of the Partners,  any number
of  counterparts  hereof may be  executed,  and each such  counterpart  shall be
deemed to be an  original  instrument,  and all of which  taken  together  shall
constitute one agreement.

     17.5  Construction.  The titles of the Articles,  Sections and  subsections
herein have been inserted as a matter of convenience of reference only and shall
not control or affect the meaning or  construction of any of terms or provisions
herein.

                                       43
<PAGE>

     17.6  Governing  Law. This  Agreement  shall be governed by the laws of the
State  of  Delaware.  Except  to the  extent  the Act is  inconsistent  with the
provisions  of this  Agreement,  the  provisions  of such Act shall apply to the
Partnership.

     17.7 Other  Instruments.  The parties  hereto  covenant and agree that they
will execute such other and further  instruments and documents as, in opinion of
the General Partner,  are or may become necessary or desirable to effectuate and
carry out the Partnership as provided for by this Agreement.

     17.8  General  Partner  with  Interest as Limited  Partner.  If the General
Partner  ever has an  interest  as a Limited  Partner  in the  Partnership,  the
General  Partner shall,  with respect to such interest,  enjoy all of the rights
and be subject to all of the obligations and duties of a Limited Partner.

     17.9  Legal  Construction.  In  case  any  one or  more  of the  provisions
contained in this Agreement shall for any reason be held to be invalid,  illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall  not  affect  any  other  provision  hereof  and this  Agreement  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
contained herein.

     17.10 Gender.  Whenever the context  shall so require,  all words herein in
any gender shall be deemed to include the masculine,  feminine or neuter gender,
all singular words shall include the plural,  and all plural words shall include
the singular.

     17.11  Prior  Agreements  Superseded.  This  Agreement  and  those  certain
Contribution and Exchange Agreements,  Agreements Regarding Property Matters and
Leases  entered  into and  executed  by and among the  Partnership,  the Limited
Partners and certain  affiliates  of the Limited  Partners  supersede  any prior
understandings  or written or oral  agreements  amongst the Partners,  or any of
them, respecting the subject matter contained herein and therein and contain the
entire understanding amongst the Partners with respect thereto.

     17.12  No  Third  Party  Beneficiary.  The  terms  and  provisions  of this
Agreement  are for the  exclusive  use and  benefit of General  Partner  and the
Limited  Partners  and  shall not inure to the  benefit  of any other  person or
entity.

     17.13 Waiver. No consent or waiver,  express or implied,  by any Partner to
or of any  breach or default by any other  Partner  in the  performance  by such
other Partner of its obligations  hereunder shall be deemed or construed to be a
consent to or waiver of any other breach or default in the  performance  by such
other Partner of the same or any other  obligations  of such Partner  hereunder.
Failure on the part of any  Partner to  complain of any act or failure to act on
the part of any other  Partner  or to  declare  any other  Partner  in  default,
irrespective of how long such failure  continues,  shall not constitute a waiver
by such Partner of its rights hereunder.

     17.14 Time of Essence.  Time is hereby  expressly  made of the essence with
respect to the performance by the parties of their respective  obligations under
this Agreement.


                                       44
<PAGE>


                                 ARTICLE XVIII
                     PARTNER REPRESENTATIONS AND WARRANTIES

     18.1 Representations and Warranties.

     A. Each Partner  represents  and warrants  severally  and not jointly,  and
solely  on behalf of  itself,  to the  Partnership  and the  other  Partners  as
follows:

          (i)  Organization.  If such  Partner  is not a  natural  person,  such
     Partner is duly formed and validly existing and is qualified to do business
     and in good standing in the jurisdictions in which it does business.

          (ii) Due  Authorization:  Binding  Agreement.  This Agreement has been
     duly   executed  and   delivered  by  such   Partner,   or  an   authorized
     representative of such Partner,  and constitutes a legal, valid and binding
     obligation of such Partner,  enforceable against such Partner in accordance
     with the terms hereof.

          (iii)  Consents  and  Approvals.  No  consent.,  waiver,  approval  or
     authorization of, or filing,  registration or qualification with, or notice
     to,  any  governmental  unit or any other  person is  required  to be made,
     obtained  or given  by such  Partner  in  connection  with  the  execution,
     delivery and  performance of this Agreement  other than consents,  waivers,
     approvals  or  authorizations  which have been  obtained  prior to the date
     hereof.

          (iv) No  Conflict  with  Other  Documents  or  Violation  of Law.  The
     execution of this Agreement by such Partner and such Partner's  performance
     of the  transactions  contemplated  herein will not  violate any  document,
     instrument,  agreement,  stipulation,  judgment,  order,  or any applicable
     federal,  state or local law, ordinance or regulation to which such Partner
     is a party or by which such Partner is bound.

          B. Each  Limited  Partner  represents  and  warrants  that its Limited
     Partnership  Interest is being  acquired for its own account and not with a
     view to the  distribution  or other sale  thereof,  except in a transaction
     which is exempt from  registration  under the  Securities Act or registered
     thereunder.  Any  distribution  or other  sale of the  Limited  Partnership
     Interest of such  Limited  Partner  shall be subject to the  provisions  of
     Section 12 hereof.  If required to be an Accredited  Investor as defined by
     the SEC,  such  Limited  Partner  further  represents  and  warrants to the
     Partnership and the other Partners as follows:

               (i) If such Limited  Partner is a  corporation,  partnership or a
          Massachusetts  business trust or similar  business  trust,  it has not
          been  formed  for  the  specific  purpose  of  acquiring  the  Limited
          Partnership Interest;

               (ii) If such Limited  Partner is an individual,  he or she had an
          individual income in excess of $200,000 in each of the two most recent
          tax years or joint income with his or her spouse in excess of $300,000
          in each of those years and has a reasonable expectation of reaching at
          least the same income level in the current year;

                                       45
<PAGE>

               (iii) Such Limited Partner is a  sophisticated  investor with the
          capacity to protect its own interests in  investments  of this nature,
          and is capable of evaluating  the merits and risks of an investment in
          the Limited Partnership Interest;

               (iv) Such Limited Partner has had an opportunity to ask questions
          and  receive   answers   concerning  the  investment  in  the  Limited
          Partnership  Interest,  and has all of the information deemed by it to
          be necessary or  appropriate to evaluate the investment in the Limited
          Partnership Interest and the risks and merits thereof

               (v) Such Limited Partner is aware of the following:

                    (a) An  investment  in the Limited  Partnership  Interest is
               speculative, with no assurance of any income therefrom;

                    (b) No  federal  or state  agency  has made any  finding  or
               determination  as to  the  fairness  of the  acquisition,  or any
               recommendation or endorsement of such acquisition;

                    (c) Transferability of the Limited  Partnership  Interest is
               restricted  and,  accordingly,  it may not be  possible  for such
               Limited Partner to liquidate the Limited Partnership  Interest in
               case of emergency; and

                    (d) With respect to the tax aspects of an  investment in the
               Limited Partnership Interest, such Limited Partner in making this
               acquisition is not relying to any degree upon the advice of Maxus
               or the  Partnership,  or any  Person  affiliated  therewith,  but
               rather solely upon its own legal, financial and tax advisors.















                            [SIGNATURE PAGE FOLLOWS]



                                       46
<PAGE>

     IN WITNESS WHEREOF, this Agreement has been executed and sworn to as of the
day and year first  above  written by the General  Partner  and the  undersigned
Limited Partners.


                                            GENERAL PARTNER:

                                            MAXUS REALTY GP, INC., a Delaware
                                            corporation


                                            By:    /s/ Danley K. Sheldon
                                                   ---------------------
                                            Name:  Danley K. Sheldon
                                            Title: President


                                            LIMITED PARTNERS:

                                            MAXUS REALTY TRUST, INC., a Missouri
                                            corporation


                                            By:    /s/ Danley K. Sheldon
                                                   ---------------------
                                            Name:  Danley K. Sheldon
                                            Title: President/C.E.O./Trustee


                                       47
<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                   SCHEDULE A

              Partners' Capital Accounts and Partnership Interests

Name & Address of Partners               Partnership Units       Partnership Interest       Capital Contribution

General Partner:
     Maxus Realty GP, Inc.                         0                     .001%                        $1
     104 Armour Road
     North Kansas City, MO 64116

Limited Partners:
     Maxus Realty Trust, Inc.                      0                   99.999%                       $99
     104 Armour Road
     North Kansas City, MO  64116


</TABLE>







                                       48