M A N A G E M E N T    A G R E E M E N T
                   -------------------    -----------------


OWNER:                 NORTH WINN ACQUISITION, L.L.C.


AGENT:                 MAXUS PROPERTIES, INC.


PREMISES:              NORTH WINN APARTMENTS
                       4623 N. E. Winn Road
                       Kansas City, Missouri 64119


BEGINNING:             August 16, 2000


ENDING:                August 1, 2005


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   IN CONSIDERATION of the covenants herein  contained,  NORTH WINN ACQUISITION,
L.L.C.  (hereinafter called "Owner"),  and MAXUS PROPERTIES,  INC.  (hereinafter
called "Agent"), agree as follows:

   1. The Owner  hereby  employs  the Agent  exclusively  to rent and manage the
property known as North Winn Apartments  (hereinafter  the "Premises")  upon the
terms  and  conditions  hereinafter  set  forth,  for a term of five  (5)  years
commencing  upon  acquisition  of the Premises  August 16,  2000,  and ending on
August 1, 2005, and thereafter for yearly periods from  time-to-time,  unless on
or before  sixty  (60) days  prior to the date  last  above-mentioned,  or on or
before  sixty  (60) days prior to the  expiration  of any such  renewal  period,
either  party  hereto  shall  notify  the  other in  writing  that it  elects to
terminate  this  Agreement,  in which  case  this  Agreement  shall  be  thereby
terminated on said last mentioned date. (See also Paragraph 6.3 below.)

   2. THE AGENT AGREES:

   2.1 To accept the management of the Premises,  to the extent, for the period,
and upon the terms  herein  provided,  and agrees to furnish the services of its
organization for the rental operation and management of the Premises.

   2.2 To prepare a monthly  statement  of  receipts  and  disbursements  and to
remit,  on a monthly  basis,  the net cash flow  generated by the Premises after
payment  of  all  operating  expenses,  debt  service  and  escrow  payments  if
applicable, to the following party:

                         North Winn Acquisition, L.L.C.
                                 104 Armour Road
                        North Kansas City, Missouri 64116

In the  event  total  monthly  disbursements  are in  excess  of  total  monthly
receipts,  the Owner  shall  promptly  provide  funds to cover such  shortfalls.
Nothing  contained  herein shall  obligate the Agent to advance its own funds on
behalf of the Owner to cover any shortfalls.

   2.3 To cause all employees of the Agent who handle or are responsible for the
safekeeping  of any monies of the Owner to be  covered by a fidelity  bond in an
amount and with a company determined by the Agent.

   3. THE OWNER AGREES:

   To give the Agent the following authority and powers (all or any of which may
be  exercised  in the name of the Owner) and  agrees to assume all  expenses  in
connection therewith:

   3.1 To advertise the Premises or any part  thereof;  to display signs thereon
and to  rent  the  same;  to  cause  references  of  prospective  tenants  to be
investigated;  to sign  leases  for  terms  not in excess of one (1) year and to
renew and/or  cancel the existing  leases and prepare and execute the new leases
without additional charge to the Owner;  provided,  however,  that the Agent may
collect from

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<PAGE>

tenant  all or any of the  following:  a  late  rent  administrative  charge,  a
non-negotiable  check charge,  credit  report fee, a sub-leasing  administrative
charge,  and/or broker's commission and need not account for such charges and/or
commission  to the  Owner;  to  terminate  tenancies  and to sign and serve such
notices as are deemed needful by the Agent;  to institute and prosecute  actions
to oust  tenants  and to  recover  possession  of the  Premises;  to sue for and
recover  rent;  and, when  expedient,  to settle,  compromise,  and release such
actions or suits, or reinstate such  tenancies.  Owner shall reimburse Agent for
all expenses of litigation  including  attorneys'  fees,  filing fees, and court
costs which Agent does not recover from  tenants.  Agent may select the attorney
of its choice to handle such litigation.

   3.2 To hire, discharge, and pay all managers, engineers,  janitors, and other
employees;  to make or cause to be made all  ordinary  repairs and  replacements
necessary  to  preserve  the  Premises  in its  present  condition  and  for the
operating  efficiency thereof, and all alterations required to comply with lease
requirements,  and to do decorating on the Premises;  to negotiate contracts for
non-recurring  items not exceeding  $5,000.00,  and to enter into agreements for
all necessary repairs, maintenance, minor alterations, and utility services; and
to purchase supplies and pay bills. Agent shall secure the approval of the Owner
for items,  except monthly or recurring  operating charges and emergency repairs
in excess of the  maximum,  if, in the  opinion of the Agent,  such  repairs are
necessary  to protect the  property  from damage or to maintain  services to the
tenants as called for by their tenancy.

   3.3 To collect rents and/or  assessments and other items due or to become due
and give receipts  therefor and to deposit all funds collected  hereunder in the
Agent's custodial account.

   3.4 Agent agrees to collect all tenant  security  deposits.  Owner  instructs
Agent to deposit all security  deposits in the general  operating account of the
property.  Agent is not to  segregate  the  security  deposits  into a  separate
account or into an escrow account.

   3.5 To execute and file all returns and other  instruments and do and perform
all acts required of the Owner as an employer with respect to the Premises under
the Federal Insurance  Contributions Acts, the Federal  Unemployment Tax Act and
Subtitle C of the  Internal  Revenue  Code of 1954 with respect to wages paid by
the Agent on behalf of the Owner and under any similar federal and state law now
or  hereafter  in force (and in  connection  therewith,  the Owner  agrees  upon
request to promptly  execute and  deliver to the Agent all  necessary  powers of
attorney, notices of appointment, and the like).

   3.6 The Agent  shall not be  required  to advance  any monies for the care or
management  of said  property,  and the  Owner  agrees  to  advance  all  monies
necessary therefor.  If the Agent shall elect to advance any money in connection
with the property,  the Owner agrees to reimburse the Agent forthwith and hereby
authorizes the Agent to deduct such advances from any monies due the Owner.  The
Agent,  shall, upon instruction from the Owner,  impound reserves each month for
the payment of real estate taxes, insurance, or any other special expenditure.

   4. THE OWNER FURTHER AGREES:

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   4.1 To  indemnify,  defend,  and save the  Agent  harmless  from all suits in
connection  with the  Premises  and from  liability  for damage to property  and
injuries to or death of any employee or other person whomsoever, and to carry at
his (its) own expense  public  liability,  elevator  liability (if elevators are
part of the equipment of the  Premises),  and workmen's  compensation  insurance
naming  the Owner and  Agent,  adequate  to  protect  their  interests  in form,
substance,  and amounts reasonably  satisfactory to the Agent, and to furnish to
the Agent  certificates  evidencing the existence of such insurance.  Unless the
Owner shall provide such  insurance and furnish such  certificate  within thirty
(30)  days from the date of this  Agreement,  the  Agent  may,  but shall not be
obligated to, place said insurance and charge the cost thereof to the account of
the Owner.  All such  insurance  policies  shall  provide  that the Agent  shall
receive thirty (30) days' written notice prior to cancellation of the policy.

   4.2 To pay all expenses incurred by the Agent, including, but not limited to,
reasonable  attorneys'  fees and Agent's costs and time in  connection  with any
claim,  proceeding,  or suit involving an alleged  violation by the Agent or the
Owner, or both, of any law pertaining to fair employment, fair credit reporting,
environmental protection,  rent control, taxes, or fair housing,  including, but
not limited to, any law  prohibiting or making  illegal,  discrimination  on the
basis of race,  sex,  creed,  color,  religion,  national  origin,  or mental or
physical handicap; provided, however, that the Owner shall not be responsible to
the Agent for any such expenses in the event the Agent is finally adjudicated to
have personally,  and not in a representative  capacity,  violated any such law.
Nothing contained herein shall obligate the Agent to employ counsel to represent
the  Owner in any such  proceeding  or suit,  and the  Owner may elect to employ
counsel to represent the Owner in any such  proceeding  or suit.  The Owner also
agrees to pay  reasonable  expenses (or an  apportioned  amount of such expenses
where other  employers of Agent also benefit from the  expenditure)  incurred by
the Agent in obtaining legal advice regarding  compliance with any law affecting
the premises or activities related thereto.

   4.3 To  indemnify,  defend,  and save the  Agent  harmless  from all  claims,
investigations, and suits, or from actions or failures to act of the Owner, with
respect to any alleged or actual  violation of state or federal  labor laws,  it
being  expressly  agreed and understood that as between the Owner and the Agent,
all persons employed in connection with the Premises are employees of the Owner,
not the Agent.  However,  it shall be the  responsibility of the Agent to comply
with all applicable  state or federal labor laws. The Owner's  obligation  under
this  paragraph  4.3 shall  include the payment of all  settlements,  judgments,
damages,  liquidated damages,  penalties,  forfeitures,  back pay awards,  court
costs, litigation expenses, and attorneys' fees.

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

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

   5.1 MANAGEMENT:  Owner agrees to pay Agent for the ordinary management of the
Premises:  FOUR AND ONE-HALF  PERCENT  (4.5%) of the monthly gross receipts from
the

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operation of the Premises during the period this Agreement remains in full force
and effect.  Gross  receipts are all amounts  received from the operation of the
Premises including,  but not limited to, rents, parking fees, deposits,  laundry
income, and fees.

   5.2 OTHER ITEMS OF MUTUAL  AGREEMENT:  In the event Owner  requests and Agent
agrees to perform  services  outside  the scope of  ordinary  management  of the
Premises,  the  parties  will  agree to a fee and  payment  structure  for these
services prior to commencement of the work.

   6. IT IS MUTUALLY AGREED THAT:

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

   6.2 The Agent does not assume and is given no  responsibility  for compliance
of any building on the Premises or any equipment  therein with the  requirements
of any statute, ordinance, law, or regulation of any governmental body or of any
public authority or official thereof having  jurisdiction,  except to notify the
Owner  promptly  or  forward to the Owner  promptly  any  complaints,  warnings,
notices,  or  summonses  received  by it  relating  to such  matters.  The Owner
represents  that to the  best of his  (its)  knowledge  the  Premises  and  such
equipment  comply  with all such  requirements  and  authorizes  the Agent,  its
representatives,  servants, and employees,  of and from all loss, cost, expense,
and liability  whatsoever  which may be imposed on them or any of them by reason
of  any  present  or  future  violation  or  alleged  violation  of  such  laws,
ordinances, statutes, or regulations.

   6.3 In the event it is alleged or charged  that any  building on the Premises
or any equipment  therein or any act or failure to act by the Owner with respect
to the  Premises or the sale,  rental,  or other  disposition  thereof  fails to
comply with, or is in violation of, any of the  requirements of a constitutional
provision,  statute,  ordinance,  law, or regulation of any governmental body or
any  order or ruling of any  public  authority  or  official  thereof  having or
claiming to have jurisdiction thereover, and the Agent, in its sole and absolute
discretion,  considers  that the action or position  of the Owner or  registered
managing  Agent with  respect  thereto may result in damage or  liability to the
Agent,  the Agent shall have the right to cancel this  Agreement  at any time by
written notice to the Owner of its election so to do, which  cancellation  shall
be  effective  upon the  service  of such  notice.  Such  notice  may be  served
personally  or by  registered  mail,  on or to the person  named to receive  the
Agent's monthly statement at the address  designated for such person as provided
in  Paragraph  2.2  above,  and if  service by mail shall be deemed to have been
served when deposited in the U.S. Mail. Such cancellation  shall not release the
indemnities  of the Owner set forth in  Paragraph  4 and 6.2 above and shall not
terminate any liability or obligation of the Owner to the Agent for any payment,
reimbursement,  or  other  sum of  money  then  due  and  payable  to the  Agent
hereunder.
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   7. This  Agreement  may be  canceled  by Owner  before the  termination  date
specified in Paragraph 1 on not less than sixty (60) days' prior written  notice
to the Agent.

   8. The Owner  shall pay or  reimburse  the Agent for any sums of money due it
under  this   Agreement   for  service  for   actions   prior  to   termination,
notwithstanding  any  termination  of this  Agreement.  All  provisions  of this
Agreement  that  require the Owner to have insured or to defend,  reimburse,  or
indemnify the Agent  (including,  but not limited to,  Paragraphs  4.1, 4.2, and
4.3) shall survive any termination  and, if Agent is or becomes  involved in any
proceeding  or  litigation  by reason of having  been the  Owner's  agent,  such
provisions  shall apply as if this Agreement  were still in effect.  The parties
understand  and agree that the Agent may  withhold  funds for  thirty  (30) days
after the end of the month in which the  Agreement  is  terminated  to pay bills
previously incurred but not yet invoiced and to close accounts.

   This Agreement  shall be binding upon the successors and assigns of the Agent
and their successors and assigns of the Owner.


   IN WITNESS  THEREOF,  the parties hereto have affixed or caused to be affixed
their respective signatures effective this 16th day of August, 2000.


                     OWNER:           NORTH WINN ACQUISITION, L.L.C.
                     -----

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


                     AGENT:           MAXUS PROPERTIES, INC.
                     -----

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


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