State of Missouri
[MO Seal]                              Rebecca McDowell Cook, Secretary of State
Corporations Division              James C. Kirkpatrick State Information Center
P.O. Box 778                600 W. Main Street, Rm 322, Jefferson City, MO 65101
Jefferson City, MO 65102


                     Amendment of Articles of Incorporation
                         (To be submitted in duplicate)

Pursuant  to the  provisions  of the  General and  Business  Corporation  Law of
Missouri, the undersigned Corporation certifies the following:

1.  The present name of the Corporation is Maxus Realty Trust, Inc.

    The name under which it was  originally  organized  was Nooney Realty Trust,
    Inc. No. 00265409

2.  An amendment to the  Corporation's  Articles of Incorporation was adopted by
    the shareholders on May 9, 2000.

3.  Article Number One is amended to read as follows:

    "1.1 Name. The name of the corporation is "Maxus Realty Trust, Inc."

    Article Number Eight is amended to read as follows:

    "The Corporation is formed for the following purposes:

    1. To acquire,  own, finance,  develop,  improve,  lease,  operate,  manage,
       dispose of, sell,  liquidate and  otherwise  invest in and deal with real
       estate primarily consisting of income-producing property.

    2. To engage in any lawful activity for which a corporation may be organized
       under The General and Business Corporation Law of Missouri.




                 (If more than one article is to be amended or
                 more space is needed attach additional pages)

<PAGE>

4.  Of the 866,624 Shares  outstanding,  866,624 of such shares were entitled to
    vote on such amendment.

    The number of outstanding  shares of any class entitled to vote thereon as a
    class were as follows:

            Class                              Number of Outstanding Shares
            Common                                       866,624

5.  The number of shares voted for and against the amendment was as follows:

               Class                       No. Voted For       No. Voted Against
               Common

    Amendment to Article Number One           629,011                61,302

    Amendment to Article Number Eight         491,697                67,506

6.  If the amendment changed the number of par value of authorized shares having
    a par value,  the amount in dollars of authorized  shares having a par value
    as changed is:

    N/A

    If the amendment  changed the number of authorized shares without par value,
    the  authorized  number  of shares  without  par  value as  changed  and the
    consideration  proposed to be received for such increased  authorized shares
    without par value as are to be presently issued are:

    N/A

7.  If the amendment provides for an exchange, reclassification, or cancellation
    of issued shares,  or a reduction of the number of authorized  shares of any
    class below the number of issued  shares of that class,  the  following is a
    statement of the manner in which such reduction shall be effected:

    N/A



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<PAGE>

IN  WITNESS  WHEREOF,  the  undersigned,  Daniel W.  Pishny  has  executed  this
instrument  and its Christine A. Robinson has affixed its corporate  seal hereto
and attested said seal on May 9, 2000.

              Place
         CORPORATE SEAL
              Here
  (If no seal, state "None.")

              None                           Maxus Realty Trust, Inc.

                                             By /s/Daniel W. Pishny
ATTEST: /s/Christine A. Robinson                   President

Secretary or Assistant Secretary             FILED AND CERTIFICATE
                                                     ISSUED
State of Missouri   }                             MAY 10 2000
                    } Ss                     /s/Rebecca McDowell Cook
County of Jackson   }                           Secretary of State

    I, Grace E. Bales , A Notary  Public,  do hereby certify that on May 9, 2000
personally  appeared  before me Daniel W.  Pishny  who,  being by me first  duly
sworn,  declared that he/she is the  President of Maxus Realty Trust,  Inc. that
he/she signed the foregoing documents as President of the corporation,  and that
the statements therein contained are true.

(Notarial Seal or Stamp)                                Grace E. Bales
                                                        Notary Public
---------------------------------------
|         Grace E. Bales              |      My Commission expires Aug. 24, 2002
|    Notary Public Notary Seal        |      My County of Commission Clay County
|        State of Missouri            |
|          Clay County                |
|My Commission Expires Aug. 24, 2002  |
---------------------------------------


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