PURCHASE AND SALE AGREEMENT

                                  (Commercial)


     This  PURCHASE  AND SALE  AGREEMENT  made as of the 15th day of June,  2004
(this  "Agreement"),  by and  between  LB 100 ARBOR  GATE  CIRCLE LLC and LB 100
WAVERLY DRIVE LLC (each and collectively, a "Seller"), having an address in care
of TriMont Real Estate Advisors,  Inc.,  Monarch Tower,  3424 Peachtree Road NE,
Suite 2200,  Atlanta,  GA 30326 and MAXUS REALTY  TRUST,  INC. and its permitted
assigns, 104 Armour Road, North Kansas City, MO 64116 ("Buyer")


                              W I T N E S S E T H :

     1. Property To Be Conveyed. Seller agrees to sell and convey to  Buyer, and
Buyer agrees to purchase from Seller, that certain real property situated in the
City of Picayune,  County of Pearl  River,  State of  Mississippi,  known as 100
Arbor Gate Circle, Picayune, MS 39466 (the "Picayune Location") and that certain
real  property  situated in the City of  Clemmons,  County of Hancock,  State of
Mississippi known as 100 Waverly Drive, Bay Saint Louis, MS 39520-9260 (the "Bay
Saint Louis Location") each of which property is more particularly  described in
Schedule A attached  hereto,  incorporated  herein and made a part  hereof  (the
"Land"), together with:

         (a) all right,  title and  interest  of Seller in and to all buildings,
structures and other improvements located thereon (the "Improvements");

         (b) all  right, title  and  interest of Seller in and to all easements,
rights, interests,  claims  and  appurtenances,  if any, in any way belonging or
appertaining to the Land or the Improvements;

         (c) all  right,  title  and  interest of Seller in and to all adjoining
streets, alleys and other public ways (before or after vacation thereof);

         (d) all  right,  title  and  interest of Seller in and to all fixtures,
equipment  and  personal  property,  if any, as set forth on an  inventory  (the
"Inventory")  to be  taken  by  Buyer in the  presence  of  Seller's  designated
representative  during the Due Diligence Period (defined below), which Inventory
shall be in form  reasonably  acceptable  to Buyer and Seller,  which  Inventory
shall include all such fixtures,  equipment and personal  property,  attached or
appurtenant  to, or located on or in, the Land or the  Improvements  and used in
connection with the operation,  maintenance or management thereof (the "Personal
Property");

         (e) all  right, title  and interest of Seller in and to (i) all leases,
licenses  and  other  agreements  for  use or  occupancy  of the  Land  and  the
Improvements, or any part thereof


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(the  "Leases"),  and (ii) all security,  advance  rental or other deposits made
under the Leases and held by Seller;

         (f) all  right, title and interest of Seller in and to (i) all service,
maintenance,  utility,  management  and other similar  contracts and  agreements
related or pertaining to the  operation,  maintenance  or management of the Land
and the  Improvements  (the  "Operating  Contracts"),  (ii) all  certificates of
occupancy or use and all other permits,  licenses,  consents and  authorizations
held in connection with the ownership,  use,  occupancy or operation of the Land
and the  Improvements,  all  warranties,  guaranties and agreements  relating or
pertaining to the Land, the  Improvements  and the Personal  Property which will
not have expired prior to the Closing Date (as hereinafter  defined),  (iii) all
telephone  numbers,  trademarks,  logos and names (it being understood that each
Seller may continue to be named,  and identified by its legal name, as set forth
above), and (iv) all drawings, plans, site plans,  specifications and renderings
in  respect  of the Land and the  Improvements  (excluding  all  appraisals  and
environmental  site  assessments  and reports),  to the extent any of (i), (ii),
(iii)  and/or  (iv)  exist and are held by Seller  and to the  extent any of the
foregoing  is  assignable  to Buyer (it  being  acknowledged  by Buyer  that any
appraisal obtained by Seller is not assignable by its terms) (collectively, with
the Operating Contracts, the "Operating Documents"); and

         (g) all  other  rights,  privileges and benefits owned by Seller and in
any way related or appertaining to any of the above-described property.

         The Land,  together with the Improvements and the rights and  interests
described in clauses (b) and (c) above, are hereinafter  sometimes  referred to,
collectively, as the "Real Property", the Leases and the Operating Documents are
hereinafter sometimes referred to, collectively, as the "Property Documents" and
the Real Property,  the Personal Property and the Property  Documents,  together
with all other rights,  privileges and benefits described above, are hereinafter
sometimes referred to, collectively,  as the "Property". Any reference to any of
the above  defined terms  preceded by "Picayune"  shall refer to the Property or
portion  thereof  or  applicable  defined  term  thereof at or  relating  to the
Picayune  Location;  any reference to any of the above defined terms preceded by
"Bay Saint Louis" shall refer to the Property or portion  thereof or  applicable
defined term thereof at or relating to the Bay Saint Louis Location.

     2. Condition of Property.  The Property shall be sold and conveyed strictly
on an "as is", "where is" and "with all defects" basis, without  representation,
warranty or covenant,  express,  implied or statutory,  of any kind  whatsoever,
including,  without  limitation,  representation,  warranty  or  covenant  as to
condition (structural,  environmental, mechanical or otherwise), past or present
use, construction,  development,  lease performance,  investment potential,  tax
ramifications  or  consequences,  income,  compliance  with  law,  habitability,
tenancies,  merchantability  or fitness or suitability  for any purpose,  all of
which are hereby  expressly  disclaimed.  Without limiting the generality of the
foregoing,   Buyer  acknowledges  that  Seller  has  made  no   representations,
warranties  or covenants as to the  compliance of the Property with any federal,
state,  municipal or local  statutes,  laws,  rules,  regulations or ordinances,
including, without limitation,  those pertaining to construction,  rent control,
building and health codes, land use (or permits issued in connection therewith),
zoning,  lead paint, urea formaldehyde foam insulation,  asbestos,  hazardous or
toxic wastes or  substances,  pollutants,


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<PAGE>


contaminants or other environmental  matters.  Buyer shall confirm the aforesaid
acknowledgments  in writing  as of the  Closing  Date.  The  provisions  of this
paragraph shall survive the closing and the delivery of the Deed (as hereinafter
defined) or any expiration or termination of this Agreement.

     3. Assumption and Indemnification.

        (a) Buyer  hereby  acknowledges  and  agrees  that  Buyer  shall  accept
conveyance  of the Real  Property  subject to the  Property  Documents.  Without
limiting the  generality  of anything set forth in this  Agreement,  Buyer shall
execute and deliver to Seller, at closing,  an agreement or agreements  pursuant
to which Buyer shall (i) acknowledge  that it has accepted the Property  without
any representation,  warranty or covenant, express, implied or statutory, of any
kind whatsoever, including, without limitation, any representation,  warranty or
covenant with respect to the Property  Documents and (ii) assume all obligations
and  liabilities  of Seller from the Closing  Date  forward  with respect to (A)
security  deposits  under the  Leases;  (B) all  Leases;  and (C) the  Operating
Documents.

        (b) The provisions of this paragraph 3 shall survive the closing and the
delivery of the Deed or any expiration or termination of this Agreement.

     4. Due Diligence Period.

        (a) During  the  period  (the  "Due Diligence Period") commencing on the
date  hereof  and  terminating  on the  earlier  of

            (i) July 10,  2004 (the "Due Diligence  Termination  Date"),  or

            (ii)  delivery by Buyer to Seller of the Due  Diligence  Termination
Notice (as hereinafter  defined),  Buyer, its employees,  agents and independent
contractors  shall  have  the  right  to enter  upon  the  Real  Property,  upon
reasonable notice to Seller, for the purposes of conducting, at Buyer's expense,
such studies,  surveys,  inspections  and tests  pertaining to the structure and
condition of the Real Property and the Personal  Property  (including,  without,
limitation,  all  components  and systems  constituting  the  Property) as Buyer
desires to conduct.  In addition,  subject to the  remainder of this  paragraph,
Buyer shall have the right to conduct any  environmental  inspections,  tests or
audits which Buyer desires to conduct (the  above-referenced  studies,  surveys,
inspections  and tests  pertaining  to the  structure  and condition of the Real
Property and the Personal Property and the environmental inspections,  tests and
audits being hereinafter collectively referred to as the "Studies"), the cost of
which shall be borne by Buyer,  and Seller shall  cooperate  with all reasonable
requests  of  Buyer,  its  employees,  agents  and  independent  contractors  in
conducting the Studies.  All such tests,  examinations or inspections  involving
borings,  drillings,  penetration  or other  invasion of the  Property  shall be
conducted  only after Buyer shall have obtained  Seller's  consent (which Seller
shall not  unreasonably  withhold or delay).  Seller  shall have the right to be
present  during any such tests,  examinations  or  inspections  described in the
preceding  paragraph.  During  the  Due  Diligence  Period,  Seller  shall  make
available to Buyer, its employees, agents and attorneys, for inspection,  review
and copying,  the Property  Documents  (other than appraisals and  environmental
site assessments and

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<PAGE>

reports);  provided,  however,  that the  furnishing  to  Buyer of the  Property
Documents  and  such  other  information  and  documentation  shall in no way be
construed  as a  representation,  warranty  or  covenant  as  to  the  accuracy,
validity, completeness or suitability thereof, any such representation, warranty
or covenant  being  specifically  disclaimed by Seller as provided  herein.

        (b) Buyer  shall  further  indemnify,  protect  and  save,  Indemnitees,
and  hold  Indemnitees  forever  harmless,   from  and  against,  and  reimburse
Indemnitees for, any and all  obligations,  claims,  demands,  causes of action,
liabilities,  losses,  damages,  judgments,  penalties  and costs  and  expenses
(including,  without  limitation,  court costs and attorneys' fees and expenses)
which may be imposed upon,  asserted against or incurred or paid by Indemnitees,
or for which  Indemnitees  may  become  obligated  or  liable,  by reason of, on
account  of or in  connection  with  Buyer's  and its  employees',  agents'  and
independent  contractors'  access to, entry upon or use of the Real  Property or
the  Personal  Property or the  performance  of any of the  Studies,  including,
without  limitation,  any  such  liabilities,   obligations,   claims,  damages,
penalties,  causes of action, costs and expenses by reason of:

            (i)   any injury to  or  death  of  persons  or loss of or damage to
property;

            (ii)  the  performance of any labor or services  for the  account or
benefit of Buyer with  respect to the Real Property or the Personal Property; or

            (iii) the release, escape, discharge, emission,  spillage,  see page
or  leakage  on or from  the  Real  Property  or the  Personal  Property  of any
hazardous or toxic waste or substance.

            (iv)  Buyer  represents that it currently has liability and casualty
insurance in amounts and with a financially  responsible  carrier  sufficient to
ensure  payment of any  amounts  required  to be paid by Buyer  pursuant  to the
indemnifications given under this Section 4 of this Agreement.

        (c) In exercising  its  rights  under  this  paragraph,  Buyer shall not
unreasonably interfere with the operation of the Real  Property or the  Personal
Property or with any business being conducted thereon. Promptly after completion
of the Studies, Buyer shall restore the Property to the condition that it was in
immediately prior to the commencement thereof.

         (d) In the event that Buyer shall  not  be satisfied with the Property,
any of the Property Documents or the results of any of the Studies,  Buyer shall
have the right, in its sole and absolute discretion, on or prior to 5:00 p.m. on
the Due Diligence  Termination  Date, to give Seller notice (the "Due  Diligence
Termination  Notice") of Buyer's  intention not to proceed with the consummation
of  the  transaction  contemplated  by  this  Agreement,   which  Due  Diligence
Termination  Notice shall be accompanied  by any and all Property  Documents and
other information or documentation  obtained or prepared by or made available to
Buyer in connection with its investigation of the Property (including all copies
and abstracts thereof) and by copies (with  professional  certification in favor
of Seller by any party  responsible  for the production or creation  thereof) of
all  written  reports,  documents  and  results  obtained or prepared by or made
available  to Buyer as a result of the Studies or otherwise  (collectively,  the
"Due  Diligence


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<PAGE>

Materials").  Upon receipt by Seller of the Due Diligence Termination Notice and
the Due Diligence Materials,  this Agreement shall forthwith terminate and be of
no further force and effect,  and, except as otherwise  provided herein,  Seller
and Buyer shall be released  and  discharged  from all  further  obligation  and
liability under this  Agreement,  except that Seller shall cause the Deposit (as
hereinafter defined) to be promptly returned to Buyer. In the event that the Due
Diligence  Termination  Notice and the Due Diligence  Materials are not given to
Seller  on or  prior  to the Due  Diligence  Termination  Date,  Buyer  shall be
conclusively  deemed to be satisfied with the Property and the condition and all
aspects and attributes thereof.

        (e) Buyer shall, upon execution and delivery of this  Agreement,  have a
license to enter the Real  Property  and take such  actions as Buyer  reasonably
determines to operate and maintain the  Property.  Buyer shall keep Seller fully
informed  of all  such  actions.  Buyer  shall  not be  obligated  to  take  any
particular  action.  With  respect  to any  such  action  taken  by  Buyer,  the
indemnification  provisions of Paragraph 4(a)(i) above shall apply.  Buyer shall
not be entitled to any fee, commission,  remuneration,  payment or consideration
of any kind on account actions taken pursuant to this Paragraph 4(e).

        (f) The obligations and indemnity of Buyer set forth in this paragraph 4
shall  survive  the closing and the  delivery of the Deed or any  expiration  or
termination of this Agreement.


     5. Financing. This Agreement is NOT contingent upon the ability of Buyer to
obtain financing of any kind to finance Buyer's acquisition of the Property.

     6. Purchase Price.

        (a) The purchase price for the  Property  is NINE  MILLION  FOUR HUNDRED
THOUSAND  DOLLARS  ($9,400,000.00)  (the "Purchase  Price"),  payable as follows
(subject to the terms and conditions of paragraph (b) below):

               (i)  The  sum  of   Ninety-Four   Thousand  and  No/100   Dollars
          ($94,000.00),  by wire  transfer or by certified  check payable to the
          party  agreed  upon by Buyer and  Seller to act as escrow  agent  (the
          "Escrow  Agent")  (it being  agreed  and  understood  that the  entity
          identified  as the Title  Company  acceptable  to Seller  and Buyer in
          Paragraph  9(a) below shall serve as Escrow  Agent),  due within three
          (3) days of  execution  and  delivery  of this  Agreement  by Buyer to
          Seller,  and in any event not later than June 11, 2004  (together with
          any interest thereon,  being  hereinafter  referred to as the "Initial
          Deposit"); and

               (ii)  The  sum  of   Forty-Seven   Thousand  and  No/100  Dollars
          ($47,000.00),  by wire  transfer or by certified  check payable to the
          order of the Escrow Agent, not later than the end of the Due Diligence
          Period,  TIME BEING OF THE  ESSENCE  (the  "Additional  Deposit";  the
          Initial Deposit and the Additional Deposit, together with any interest
          thereon, being hereinafter referred to, individually and collectively,
          as the  "Deposit");  and


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<PAGE>

               (iii) The sum of Nine Million Two Hundred Fifty-Nine Thousand and
          No/100 Dollars  ($9,259,000.00)  (the "Closing Sum"), by wire transfer
          of immediately  available funds or, at Seller's  option,  by certified
          check  payable  to the  Escrow  Agent at  closing,  which sum shall be
          increased  or  decreased  as a  result  of  closing  adjustments  made
          pursuant to paragraph 8 hereof.  Escrow Agent shall be  instructed  to
          disburse the closing  proceeds to Seller upon  delivery of all closing
          documents.  Without  limiting the generality of the  foregoing,  Buyer
          acknowledges  and agrees that  uncertified  attorney's  trustee checks
          will not be accepted by Seller and that  Seller has no  obligation  to
          accept any  uncertified  attorney's  trustee  checks.

       (b)  The Deposit shall  be  held  by the  Escrow  Agent  pursuant  to the
provisions of paragraph 7 below.  The Escrow Agent shall provide to Seller proof
of receipt of each of the Initial Deposit and Additional  Deposit  promptly upon
receipt.

     7. Escrow.

        (a) The Deposit shall  be  held  by the  Escrow  Agent  pursuant  to the
provisions of this paragraph 7. The Escrow Agent shall hold the proceeds thereof
in escrow and dispose of such sums only in  accordance  with the  provisions  of
this  Agreement.  If any portion of the Deposit  required to be delivered to the
Escrow  Agent after such  execution  and  delivery is not received by the Escrow
Agent when due or is not in the form  required to be delivered  pursuant to this
Agreement,  the Escrow Agent shall  immediately  notify Seller thereof.

        (b) The  Escrow  Agent  may  place  the Deposit in (i)  certificates  of
deposit issued by a bank with FDIC insurance,  (ii) U.S. Treasury bills or other
similar securities or (iii) a segregated FDIC insured bank account. Escrow Agent
need not hold such proceeds in an interest bearing account,  but if any interest
is earned thereon,  such interest shall be paid to the party entitled to receive
the Deposit simultaneously with disbursement of the Deposit. The party receiving
such interest  shall pay any income taxes thereon.  At the Closing,  the Deposit
and the interest  thereon,  if any, shall be paid by Escrow Agent to Seller.  If
for any reason the Closing has not  occurred,  and either  party makes a written
demand upon Escrow  Agent for payment of such amount  stating the basis for such
demand, Escrow Agent shall give written notice to the other party of such demand
along with a copy thereof.  If Escrow Agent does not receive a written objection
from the other party to the proposed  payment within 15 days after the giving of
such notice by Escrow Agent which objection  states the basis  therefor,  Escrow
Agent is hereby  authorized  to make such  payment to the  demanding  party.  If
Escrow Agent does receive such written  objection within such 15-day period,  or
if for any other reason  Escrow Agent in good faith shall elect not to make such
payment,  Escrow  Agent  shall  continue  to hold such  amount  until  otherwise
directed by written  instructions  from the parties to this Agreement or a final
judgment of a court and shall  disburse  said funds  accordingly.  Escrow  Agent
shall send a copy of the  objection to the original  demanding  party.  However,
Escrow Agent shall have the right at any time to deposit the  escrowed  proceeds
and interest thereon, if any, with the clerk of the court of the county in which
the Real  Property  is  located  or with the  clerk  of the  court in which  any
litigation  between  Seller  and Buyer is pending  or in any other  court  which
Escrow  Agent may  select  in the New York  metropolitan  area in an action  for
interpleader, all costs thereof to be


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<PAGE>


borne by  whichever of Seller or Buyer is the losing  party.  Escrow Agent shall
give written  notice of such  deposit to Seller and Buyer.  Upon such deposit or
payment  pursuant  to  this  Agreement,  Escrow  Agent  shall  be  relieved  and
discharged of all obligations and responsibilities hereunder.

        (c) The parties acknowledge that  Escrow  Agent is  acting  solely  as a
stakeholder at their request and for their convenience;  that Escrow Agent shall
not be deemed to be the agent of either of the  parties;  and that Escrow  Agent
shall not be liable to either  party for any act or  omission on its part unless
taken or suffered in willful  disregard of this Agreement.  Escrow Agent may act
upon any instrument or writing believed by the Escrow Agent to be genuine and to
be signed and presented by the proper party.  Seller and Buyer shall jointly and
severally  indemnify and hold Escrow Agent  harmless from and against all costs,
claims and expenses,  including reasonable  attorneys' fees (including the value
of same if Escrow  Agent  represents  itself)  incurred in  connection  with the
performance  of Escrow  Agent's  duties  hereunder.  Escrow  Agent shall have no
duties or  responsibilities  except those expressly set forth in this Agreement.
The Escrow Agent shall not be bound by any modification of this Agreement unless
same is in writing, signed by Seller and Buyer and delivered to Escrow Agent and
if Escrow  Agent's duties are affected  thereby,  unless Escrow Agent shall have
given prior written  consent  thereto.  If Escrow Agent shall be uncertain as to
its  duties or rights  hereunder  or shall  receive  instructions  from Buyer or
Seller  which,  in  Escrow  Agent's  opinion,  are in  conflict  with any of the
provisions  hereof,  the Escrow  Agent  shall be  entitled  to hold or apply the
Deposit  pursuant  to  subparagraph  b hereof and may  decline to take any other
action.

        (d) The Deposit  shall  be   deposited  by  the  Escrow  Agent  into  an
interest-bearing  bank account.  The Escrow Agent shall hold the Deposit in such
account until the closing, at which time the Deposit shall be released to Seller
and credited  against the Purchase Price, or until such time as the Escrow Agent
receives:

            (i) A  written  notice  signed  by  Buyer and Seller directing it to
release the Deposit to the party  specified  in such  notice,  at which time the
Escrow Agent shall release the Deposit to the party specified in such notice; or

            (ii) A written notice signed  by Seller  directing it to release the
Deposit to Seller based upon Buyer's breach of this Agreement;

            (iii) A  written  notice  of  Buyer  certifying  that the Additional
Deposit has not been made and that therefore this Agreement has been  terminated
pursuant to subparagraph 4(b) above), the Due Diligence Termination Date;

            (iv) Such  other  documentation  as  shall be specified in a writing
among  Escrow  Agent,  Buyer  and  Seller;  or

            (v) A  final  order,  judgment  or  decree  of a court directing the
disposition  of the Deposit,  at which time the Escrow  Agent shall  release the
Deposit in accordance with such order, judgment or decree.

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<PAGE>

        (e) The Escrow  Agent  shall  make  reasonable  efforts to ascertain the
genuineness  of any signature and the validity or  collectibility  of any check.
However, the Escrow Agent may reasonably rely upon the validity of any judgment,
order,  decree,  certificate,  notice,  request,  consent,  statement  or  other
instrument  delivered to it in  connection  with its  activities as escrow agent
under this Agreement.

     8.  Prorations,  Credits and  Adjustments. The  following  items  shall  be
prorated as of the Closing Date:

         (a) Collected  rents  shall  be  prorated. Seller shall not receive any
proration  credit for rents  accrued  and  delinquent  for  months  prior to the
Closing Date, and all rentals received after such date shall be applied,  first,
to obligations for the month in which the Closing occurs, pro rata, then current
and, then, delinquent obligations,  the latter of which shall be paid to Seller;
provided,  however, nothing herein shall operate to require Buyer to institute a
lawsuit to recover such amounts, and Seller acknowledges it is not allowed to do
so either.  Any  delinquent  rents for periods  prior to the Closing  Date and a
prorated portion of rents for the month uncollected as of the Closing Date which
are collected by Buyer and which are not necessary to bring a Tenant  current as
described  above shall be promptly  forwarded to Seller.

         (b) Prepaid   rents  and  security and other tenant  deposits,  if any,
under assigned Tenant Leases shall be paid to Buyer by Seller at Closing.  Buyer
shall assume full  liability  for all assigned  amounts and  indemnify  and hold
Seller harmless with respect to all such deposits.

         (c) Prepaid  or  unpaid  amounts under the Property  Documents that are
assigned to and assumed by Buyer at Closing shall be prorated.

         (d) In  the  event  the real estate and personal  property tax bill for
the current year has not yet been  received by Seller,  taxes  assessed upon the
Property for year 2004 shall be prorated based on the assumption that the actual
taxes for the entire  year 2004 will be the same as  calendar  year 2003,  which
amount  Seller and Buyer  agree is a  reasonable  estimate of the taxes for year
2004.  Taxes  prorated  at Closing  shall be  re-prorated  between  the  parties
promptly upon the receipt of the real estate and personal  property tax bill for
2004.

          (e) Utility  charges  shall not be prorated but, rather,  instructions
shall be given to the utility companies by Seller (with a duplicate copy of such
instruction being provided concurrently to Buyer) to read the meters on the date
of Closing and to issue separate  statements  thereafter.  In the event that any
provider of utilities  shall refuse to issue  separate  statements in the manner
aforesaid,  applicable utility charges shall be adjusted in the manner of rents.
Buyer shall, on the Closing Date, reimburse Seller for the amount of any utility
deposits that Seller  designates to remain with the  corresponding  utilities on
the Closing Date.

          (f) All other items of income and expense with respect to the Property
shall be prorated in the same manner as rents.

          (g) Seller,  at  Closing,  shall  assign to Buyer all original  Tenant
Leases,  deposits,  supplies,  Property  Documents,  and other items as to which
proration  is to be made.


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<PAGE>

Seller also shall deliver to Buyer (i) all items  assigned to Buyer  pursuant to
this  subsection  (g) in  Seller's  possession  and (ii) all  documents,  books,
records,  and keys which relate to the  operation,  maintenance or management of
the Property in Seller's possession.

          (h) Seller  shall,  to  the  extent  required  in  connection with the
recording of the Deed,  pay all  conveyance  taxes  imposed by the State and the
municipality in which the Property is located. In addition, Seller shall, on the
Closing  Date,  give to Buyer a credit  against the Purchase  Price in an amount
equal to all  contributions  and revenues,  if any,  whether in the form of rent
escalations or  adjustments or otherwise,  then paid by tenants and occupants of
the Property and intended to reimburse or compensate  the landlord for taxes and
operating  expenses  that  are  the  responsibility  of  Buyer  pursuant  to the
prorations  described in  subparagraph  (a) above, to the extent accrued for and
not yet  applied  to the  payment of such taxes and  operating  expenses.  Buyer
shall,  on the  Closing  Date,  reimburse  Seller for the amount of any  utility
deposits.

          (i) If the amount of any tax, charge or assessment is undetermined  on
the Closing Date, the last determined  tax,  charge or assessment  shall be used
for the purpose of the proration  described in  subparagraph  (a) above,  with a
reapportionment as soon as the new rate is determined.  In the event that, after
the Closing Date, any of such taxes,  charges or assessments shall be reduced by
abatement,  the amount of such abatement,  less the reasonable cost of obtaining
the same, shall be apportioned between the parties,  provided that neither party
shall be  obligated to institute  or  prosecute  proceedings  for an  abatement,
unless otherwise  provided  herein.  The provisions of this  subparagraph  shall
survive the closing and the delivery of each Deed  (defined  below).

          (j) In the absence of error or omission,  all prorations,  adjustments
and credits  made and  determined  as herein  provided  shall be final as of the
Closing Date, unless otherwise  specified herein.  If, subsequent to the Closing
Date, an error or omission in the  determination  or  computation  of any of the
prorations,  adjustments and credits shall be discovered, then, immediately upon
discovery  thereof,  the parties hereto shall make the  appropriate  adjustments
required to correct such error or omission.  The provisions of this subparagraph
shall survive the closing and the delivery of each Deed.

     9. Title and Possession.

        (a) Seller shall, at closing, convey to Buyer (i) insurable title in and
to the Real Property, as set forth in Paragraph 11(b) of this Agreement, subject
to taxes and  assessments  which become due and payable  after the Closing Date,
which  taxes and  assessments  Buyer  assumes  and  agrees to pay as part of the
consideration  for the transfer of the Property,  and to the exceptions to title
set forth in  Schedule B attached  hereto,  incorporated  herein and made a part
hereof and (ii) an ALTA  owner's  title  policy  (the  "Closing  Title  Policy")
insuring  title as set forth in this  paragraph  in the  amount of the  Purchase
Price  issued by a title  company  reasonably  acceptable  to Buyer (the  "Title
Company"),  it  being  agreed  and  understood  that  Mississippi  Valley  Title
Insurance  Company and/or Old Republic National Title Insurance Company are each
deemed to be a Title Company acceptable to Seller and Buyer. Buyer's obligations
with

                                       9
<PAGE>

respect to the payment of such taxes and  assessments  shall survive the closing
and the delivery of the Deed.

        (b) Seller shall, at closing,  deliver  possession of the Real  Property
and the Personal Property to Buyer, in the same condition that existed as of the
date of this Agreement, reasonable wear and tear excepted. From the date of this
Agreement  until the Closing  Date,  Seller  shall  operate the  Property in the
normal and ordinary course of business.

     10. Closing.

        (a) The  closing  of  title  under this  Agreement  shall be held at the
office of the Title  Company or at such other place as the parties  hereto shall
mutually  agree, on August 10, 2004 or such earlier date as shall be agreed upon
by the parties hereto. The date on which such closing of title shall take place,
as the same may be extended pursuant hereto, is herein sometimes  referred to as
the  "Closing  Date".  The terms  "closing",  "closing  of title",  and words of
similar import are used  interchangeably  in this Agreement,  as the context may
require,  to mean the  event of  consummation  of the  purchase  and sale of the
Property.

        (b) Provided   that  Buyer  shall  otherwise  not  have  breached   this
Agreement,  Buyer shall have the right to extend the Closing  Date to a date not
later than September 9, 2004 by delivering not later than 5:00 p.m. on August 6,
2004 (TIME BEING OF THE ESSENCE) (i) to Escrow  Agent the sum of  $94,000.00  by
wire  transfer  or  certified  check  payable to the order of Escrow  Agent (the
"Extension  Deposit")  and (ii) to Seller proof of such delivery and a notice of
Buyer's election to extend the Closing date pursuant to this subparagraph.  Upon
such timely deliveries,  the Extension Deposit shall be deemed to be included in
the Deposit (as defined in  Paragraph 6 above) and shall be governed by the same
terms and conditions of this Agreement as otherwise  govern the Deposit.

        (c) At closing,  Seller  shall,  in  addition  to any other documents or
items required to be delivered by Seller under this Agreement, deliver to Buyer,
for each Property:

            (i) A  special  warranty  deed,  in  form  suitable  for  recording,
conveying  such title as Seller  possesses to the Real  Property  (the  "Deed"),
subject to the declaration of covenants (the "Declaration") substantially in the
form  attached  hereto as  Schedule  B-2;

            (ii) One  or  more  bills  of  sale and/or assignments conveying the
Personal  Property  and  the  Property   Documents,   without   representations,
warranties  or  covenants of any kind  whatsoever;

            (iii) An affidavit of Seller dated as of the Closing  Date that,  to
the best of Seller's knowledge, (A) no services have been performed or materials
supplied (other than in connection with any  investigation of the Property by or
on behalf of Buyer)  with  respect to the Real  Property  during the ninety (90)
days   immediately   preceding   the  Closing  Date  for  which   mechanic's  or
materialman's  lien rights may exist and for which  payment in full has not been
made (or,  in the event  that any such  services  shall have been  performed  or
materials  delivered

                                       10
<PAGE>

within  said  ninety  (90) day period and not been paid for in full,  waivers of
mechanic's and materialman's liens as a result thereof),  and (B) all parties in
possession  of or who claim or assert  rights to possession of the Real Property
are as set forth on the affidavit of title received from Seller's predecessor in
title;

             (iv) Seller's  check to pay State excise stamp taxes;

             (v) A certified rent roll; and

             (vi) Originals  or,  if no originals exist, copies of  the Property
Documents,  to the extent  possessed  by Seller.

          (d) At closing,  Buyer  shall  pay to Seller the Purchase Price, shall
execute  and  deliver  the Loan  Documents  and shall,  in addition to any other
documents  or items  required to be  delivered  by Buyer  under this  Agreement,
deliver to Seller, in form and substance reasonably  satisfactory to Seller, the
agreements and acknowledgments referred to in paragraphs 2, 3, and 12 hereof.

      11. Extension of Closing Date.

          (a) If, on  the  date  herein  originally set for the closing,  Seller
shall  be  unable  to  convey  insurable  title  (as  defined  in the  following
paragraph)  to the Real  Property  to Buyer,  or to  deliver  possession  of the
Property  in  accordance  with  the  terms  hereof,  or if the  Property  is not
otherwise in compliance with the terms hereof,  then, and in that event,  unless
Buyer  shall  elect to pay the  Purchase  Price  and  accept  such  title to the
Property  in such  condition  as  Seller  can  convey,  Seller,  at its  option,
exercisable by notice to Buyer,  shall have a period of sixty (60) days from the
date originally set for the closing of title within which to attempt to cure any
such  inability  to convey or deliver or  noncompliance.  If, at the end of said
period, Seller is still unable to convey insurable title to the Real Property or
to deliver  possession  of the Property or if the  Property is not  otherwise in
compliance with the terms hereof,  Buyer may elect to pay the Purchase Price and
accept such title to the Property in such  condition as Seller can convey or may
reject the Deed on that ground.  Upon such  rejection by Buyer,  or in the event
that  Seller  does not elect to  extend  the  Closing  Date as  aforesaid,  this
Agreement  shall  terminate  and become null and void and,  except as  otherwise
provided  herein,  Buyer and Seller  shall be  released  and  discharged  of all
further claims and  obligations to each other  hereunder.

           (b) Title to the Real Property  shall not be deemed to be uninsurable
for the  purposes  of this  Agreement  by  reason  of any  encumbrance,  lien or
exception to title if: (i) the Standards of Title of the Bar  Association of the
State or  Commonwealth  in which  the  Property  is  located  recommend  that no
corrective  or  curative  action  is  necessary  in  those  circumstances  or in
circumstances substantially similar to those presented by such encumbrance, lien
or  exception  or title,  or (ii) a Closing  Title  Policy  can be  obtained  at
Seller's  expense at no additional  premium,  without  exception for the alleged
title defect or, if  additional  premium  (the  "Additional  Premium")  shall be
charged for such policy without such  exception,  Seller,  at its option,  shall
elect to pay the same.


                                       11
<PAGE>


           (c) If Seller must pay off a debt secured by a mortgage or other lien
on the Real Property in order to secure a release, such a mortgage or lien shall
not  constitute a title defect under this  paragraph,  provided that Seller pays
the debt from the sales  proceeds,  provides  Buyer with  proof of  payment  and
records the release as soon as it is  available.

           (d) Notwithstanding anything contained herein to the contrary,  Buyer
shall,  no later than the Due Diligence  Termination  Date,  give Seller written
notice of any title  encumbrance,  lien or exception on the Real  Property  that
requires  corrective  or curative  action.  If Buyer fails to give such  notice,
Buyer shall be conclusively deemed to have accepted the Real Property subject to
any and all such  encumbrances or defects existing as of the date by which Buyer
must give such notice.  In the event that Buyer  notifies  Seller of any defect,
Seller  shall then have the sixty (60) day  period  described  above in which to
remove the same or procure a Closing Title Policy. Any attempt by Seller to cure
any  objection to title or procure a Closing Title Policy shall not be deemed an
admission by Seller that a defect does in fact exist.  If, in Seller's  opinion,
the  objection  cannot  be  removed,  or if it will be  uneconomic  to do so (as
determined  by  Seller  in its sole  discretion;  provided,  however,  that if a
Closing  Title  Policy can be  procured  with an  expenditure  by or  Additional
Premium to Seller not in excess of $10,000.00, Seller shall procure such Closing
Title Policy), then, the sole liability of Seller shall be to refund the Deposit
to Buyer.  Upon receipt of the Deposit by Buyer,  this Agreement shall terminate
and become null and void and,  except as otherwise  provided  herein,  Buyer and
Seller shall be released and discharged of all further claims and obligations to
each other hereunder.  Nothing  contained in this Agreement shall require Seller
to institute  any legal  proceedings  or make any payment in order to remove any
objection to title.

     12. Representations of Buyer.

         (a) Buyer  hereby  agrees,  acknowledges  and  represents  that neither
Seller nor any person or party on behalf of Seller has made any  representation,
warranty or covenant, express, implied or statutory, of any kind whatsoever upon
which Buyer has relied in entering into this Agreement or upon which Buyer shall
rely in consummating the transaction  contemplated by this Agreement  (except as
set  forth  in  subparagraph  13  of  this  Agreement).  Buyer  further  agrees,
acknowledges and represents to Seller that,  subject to the terms and conditions
of this  Agreement,  (i) Buyer has examined the Property and has fully satisfied
itself with respect to the Property and the  condition and all other aspects and
attributes  of the  Property;  and (ii) Buyer is  purchasing  and shall,  on the
Closing Date,  accept the Property in "as is", "where is" and "with all defects"
condition, without any representation, warranty or covenant, express, implied or
statutory, of any kind whatsoever.


          (b) Buyer  further  agrees,  acknowledges and represents that Buyer is
entering into this Agreement and shall perform all of its obligations  hereunder
and consummate the transaction contemplated by this Agreement solely in reliance
on and as a result of Buyer's own  investigations and efforts (including Buyer's
inspection  of the  Property  and such other  investigations,  examinations  and
inspections  as Buyer has chosen to make or has made) and at Buyer's  sole risk,
cost  and  expense,  including,   without  limitation,  the  risk  that  Buyer's
inspection  of the  Property  and such other  investigations,  examinations  and
inspections may not reveal any or all adverse or existing conditions, aspects or
attributes  of the  Property.  Buyer

                                       12
<PAGE>

acknowledges  (i) that Seller has afforded  Buyer the  opportunity  for full and
complete investigation,  examination and inspection of the Property or (ii) that
Buyer  has  elected  to  purchase   the   Property   without   making  any  such
investigation, examination or inspection. Buyer acknowledges that this paragraph
was a negotiated part of this Agreement and serves as an essential  component of
consideration  for the same.  Without  limiting the generality of the foregoing,
the parties specifically  acknowledge that Buyer has had an opportunity to fully
inspect the Property,  including,  but not limited to, the physical condition of
the  Real  Property  and the  Personal  Property  (including  all  environmental
concerns),  and the Purchase Price has been  negotiated to eliminate all claims,
whether  known or unknown,  relating to the  condition  of the  Property and all
aspects and attributes thereof, including, without limitation, all environmental
matters.  Consequently,  this clause bars all claims,  whether or not  presently
known, brought by Buyer concerning the condition of the Property and all aspects
and attributes thereof,  specifically including,  without limitation, all claims
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended,  any other federal,  state or local  environmental law,
rule or regulation or otherwise.  Notwithstanding  the parties'  intent that all
such claims be barred, should a court of competent  jurisdiction deem otherwise,
the  presence of this  paragraph  and the  provisions  of paragraph 2 hereof are
intended by the parties to serve, and shall serve, as the overwhelming,  primary
factor  in any  equitable  apportionment  of  damages  under  the  Comprehensive
Environmental  Response,  Compensation and Liability Act, as amended, as well as
any other  federal,  state or local  environmental  law,  rule or  regulation or
otherwise.

         (c) Buyer   shall   confirm   the   agreements,   acknowledgments   and
representations  contained  in  this  paragraph  as of  the  Closing  Date.  The
provisions of this  paragraph  shall survive the closing and the delivery of the
Deed or any expiration or termination of this Agreement.

     13. Authorization of Parties.

         (a) Each Seller  represents  and warrants to Buyer that, as of the date
of this Agreement,  (i) Seller is a Delaware  limited  liability  company,  (ii)
Seller has the legal right, power and authority to enter into this Agreement and
to perform its obligations  hereunder,  (iii) the execution and delivery of this
Agreement and the  performance by Seller of its  obligations  hereunder (A) have
been  duly  authorized  by all  requisite  corporate  action,  and (B)  will not
conflict  with,  or result  in a breach  of,  any of the  terms,  covenants  and
provisions  of (x)  Seller's  partnership  agreement,  or,  (y) to the  best  of
Seller's  knowledge,  any  judgment,  writ,  injunction,   regulation,   ruling,
directive or decree of any court or governmental  authority, or any agreement or
instrument to which Seller is a party or by which Seller is bound,  and (iv) the
person executing this Agreement on behalf of Seller is duly authorized to do so.
If  requested  by Buyer,  Seller shall  deliver to Buyer,  on the Closing  Date,
evidence of Seller's  authority as aforesaid.

         (b) Buyer  represents  and warrants to Seller that,  as of  the date of
this Agreement,  (i) Buyer is a Missouri  corporation,  (ii) Buyer has the legal
right,  power and  authority  to enter into this  Agreement  and to perform  its
obligations  hereunder,  (iii) the execution and delivery of this  Agreement and
the  performance  by  Buyer  of its  obligations  hereunder  (A) if  Buyer  is a
partnership, corporation or limited liability company, have been duly


                                       13
<PAGE>

authorized by any and all requisite partnership,  corporate or limited liability
company action, as the case may be, and (B) will not conflict with, or result in
a breach of, any of the terms,  covenants  and  provisions  of (x) if Buyer is a
partnership,  corporation  or limited  liability  company,  Buyer's  partnership
agreement,  certificate of incorporation and bylaws or operating  agreement,  as
the case may be, or, (y) to the best of Buyer's knowledge,  any judgment,  writ,
injunction or decree of any court or governmental authority, or any agreement or
instrument  to which Buyer is a party or by which  Buyer is bound,  and (iv) the
person(s)  executing this Agreement on behalf of Buyer are duly authorized to do
so. If requested by Seller,  Buyer shall deliver to Seller, on the Closing Date,
evidence of Buyer's authority as aforesaid.

         (c) The representations of Seller and Buyer set forth in this paragraph
shall be  deemed to be remade  as of the  Closing  Date with the same  force and
effect as if first made on and as of such date and shall survive the closing and
the delivery of the Deed or any expiration or termination of this Agreement.


     14. Risk of Loss. The  risk  of  loss  or damage to the Improvements or the
Personal Property by fire or other casualty or cause beyond Seller's control, or
the taking of all or any portion of the Real Property by  condemnation,  eminent
domain or other governmental acquisition proceedings (collectively, "Damage") in
advance of the Closing  Date shall be borne by Seller.  In the event of any such
Damage,  Seller,  at its option,  shall have a reasonable time thereafter within
which to repair or replace such Damage.  In the event that Seller does not elect
to complete  such  repair or  replacement  or fails to  complete  such repair or
replacement  within a  reasonable  time  (including  an extension of the Closing
Date) after the  occurrence  of such Damage,  Buyer shall have the right either:

         (a) to  terminate this  Agreement,  in which event the Deposit shall be
returned to Buyer and this  Agreement  shall  terminate,  and the parties hereto
shall have no  further  rights or  obligations  hereunder,  except as  otherwise
provided  herein;  or

         (b) to accept the Property as provided in this  Agreement,  without any
reduction  of the Purchase  Price,  in which event Buyer shall be entitled to an
assignment from Seller of all insurance  proceeds or condemnation or other award
due or payable on account of such Damage up to the amount of the Purchase Price,
less any  amounts  actually  expended  by  Seller  in  connection  with any such
proceedings and in connection with the repair  (including any temporary  repair)
or replacement of such Damage.

     15. Default, Specific Performance.

         (a) In the event that Buyer shall fail to  perform,  observe or  comply
with any of its  covenants,  agreements  or  obligations  hereunder,  including,
without limitation, Buyer's obligation to pay the Purchase Price when due, or if
Buyer shall  otherwise  be in default  hereunder,  this  Agreement,  at Seller's
option,  shall be terminated whereupon this Agreement shall terminate and become
null and void and,  except as otherwise  provided  herein,  and Buyer and Seller
shall be released and discharged of all further  claims and  obligations to each
other  hereunder,  the parties  agreeing that Seller's  actual  damages would be
difficult or impossible to

                                       14
<PAGE>

determine if Buyer defaults and the ability to convey  ownership of the Property
has a unique value to Seller.

         (b) In the event that the sale of the Property shall fail to close as a
result of the  failure of Seller to  perform,  observe or comply with any of its
covenants,  agreements or obligations  hereunder (subject to the right of Seller
to extend the Closing Date pursuant to Paragraph 11 or 14), this  Agreement,  at
Buyer's option, shall be terminated whereupon this Agreement shall terminate and
become null and void and,  except as otherwise  provided  herein,  and Buyer and
Seller shall be released and discharged of all further claims and obligations to
each other hereunder,  or Buyer may commence an action for specific  performance
of this  Agreement,  the parties  agreeing that Buyer's  actual damages would be
difficult or impossible to determine if Seller defaults and the ownership of the
Property has a unique value to Buyer.

     16. Brokers.  Buyer  represents and warrants that it has not dealt with any
person in  connection  with the  transaction  contemplated  hereby that would be
entitled to a brokerage  commission,  finder's fee or other similar compensation
other than Jerry Webster.  Buyer  covenants to provide the Seller with documents
evidencing the terms and conditions of all of its agreements with such broker(s)
concerning the Property and to satisfy its obligations to the broker(s) pursuant
to such documents. Buyer shall indemnify, protect and save Indemnitees, and hold
Indemnitees forever harmless,  from and against, and reimburse  Indemnitees for,
any and all obligations, claims, demands, causes of action, liabilities, losses,
damages,  judgments,  penalties  and  costs  and  expenses  (including,  without
limitation,  attorneys'  fees) which may be imposed  upon,  asserted  against or
incurred or paid by Indemnitees,  or for which  Indemnitees may become obligated
or liable,  by reason of, on  account of or in  connection  with a breach of the
aforesaid  representation,   warranty  and  covenant.  The  aforesaid  warranty,
covenant and indemnity shall survive the closing and the delivery of the Deed or
any expiration or termination of this Agreement.

     17. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of the  parties  hereto  and,  to the  extent  permitted  hereby,  their
respective heirs, legal representatives, successors and assigns.

     18. Entire  Agreement,  Modifications.  This Agreement  embodies the entire
contract between the parties hereto with respect to the Property and the subject
matter hereof and  supersedes  any and all prior  negotiations,  agreements  and
understandings,  written or oral, formal or informal, all of which are deemed to
be  merged  herein.  No  representations,   statements,  warranties,  covenants,
undertakings  or  promises of Seller or any  representative  or agent of Seller,
whether  oral,  implied or  otherwise  and whether made before or after the date
hereof,  shall be  considered  a part hereof or binding  upon Seller  unless set
forth herein or agreed to by the parties in writing,  nor shall any provision of
this  Agreement  be  supplemented,  terminated,  modified or waived  except by a
writing signed by both parties.  No  modification or amendment to this Agreement
of any kind  whatsoever,  shall be made or  claimed  by Seller or Buyer,  and no
notice of any extension,  change,  modification  or amendment made or claimed by
Seller or Buyer shall have any force or effect  whatsoever unless the same shall
have been reduced to writing and fully signed by Seller and Buyer.


                                       15
<PAGE>


     19.  Acceptance  of Deed.  The  parties  agree  that,  except to the extent
expressly  provided herein or by way of a specific agreement in writing which by
its terms shall  expressly  survive the closing,  the delivery by Seller and the
acceptance  by Buyer of each Deed at the closing,  shall be deemed to constitute
full  compliance  by Seller with all of the terms,  conditions  and covenants of
this Agreement on its part to be performed.

     20. Pronouns;  Joint and Several Liability.  All pronouns and nouns and any
variations  thereof  shall be  deemed  to refer to the  masculine,  feminine  or
neuter,  singular or plural,  as the  identity of the parties or the context may
require. If Buyer consists of two or more parties, the liability of such parties
shall be joint and several.

     21.  Invalidity.  If any term or provision of this  Agreement  shall to any
extent  or for any  reason  be held  invalid,  illegal  or  unenforceable,  such
invalidity,  illegality or unenforceability shall not affect any other provision
of this  Agreement,  but the  remainder  of this  Agreement  and  each  term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law, subject to such modification  hereof as may be necessitated by
such invalidity.

     22.  Recording.  Buyer  agrees not to record or file this  Agreement or any
notice  or  memorandum  hereof  or  reference  hereto  on  any  public  records,
including, without limitation, the Land Records of the municipality or County in
which the Property is located.  Any such recording or filing shall  constitute a
default  hereunder  entitling  Seller to exercise its rights and remedies  under
this Agreement, and without limiting Seller's right, in addition, this Agreement
shall  become void at the option of Seller,  which  option shall be exercised by
Seller by recording or filing notice thereof in such public records.

     23.  Applicable Law. This Agreement shall be governed by, and construed and
enforced in  accordance  with,  the internal  laws of the State of  Mississippi,
without regard to principles of conflicts of law. Further, any action brought by
Buyer in  regards  to this  Agreement  shall be brought in and the sole place of
venue and jurisdiction for said action shall be Mississippi.

     24. Notices.

         (a)  Any  notice,  report,  demand,  request or  other   instrument  or
communication  authorized,  required or desired to be given under this Agreement
by Buyer or Seller shall be in writing and shall be deemed given if addressed to
the party  intended to receive the same,  at the address of such party set forth
below,  (i) when  delivered  at such  address by hand or by  overnight  delivery
service, or (ii) three (3) days after the same is deposited in the United States
mail as first class  certified  mail,  return receipt  requested,  postage paid,
whether or not the same actually shall have been received by such party:

                  Buyer:                  MAXUS REALTY TRUST, INC.
                                          104 Armour Road
                                          North Kansas City, MO  64116
                                          Telephone: 816-303-4500
                                          Fax: 816-221-1829


                                       16
<PAGE>

                                          Car 816-805-8291
                                          Email smartdud98@yahoo.com

                  with a copy to:         Robert B. Thomson, Esq.
                                          104 Armour Road, Suite 100
                                          North Kansas City, MO  64116
                                          Telephone:  816-303-4500
                                          Fax: 816-303-0143
                                          Email: rthomson@maxusprop.com


                  Seller:                 LB 100 Arbor Gate Circle LLC
                                          LB 100 Waverly Drive LLC
                                          c/o Trimont Real Estate Advisors, Inc.
                                          3424 Peachtree Road, Suite 2200
                                          Atlanta, Georgia 30326

                  with a copy to:         JLS Investments, Inc.
                                          206 South Rogers
                                          Suite 204
                                          Waxahachie, Texas 75165
                                          Attention: John L. Sanders

                  and a copy to:          Windels Marx Lane & Mittendorf, LLP
                                          120 Albany Street Plaza
                                          New Brunswick, NJ 08901
                                          Attention:   James J. Thomas, Esq.
                                                       Gary F. Eisenberg, Esq.
                                          Telephone:  732-846-7600
                                          Fax:  732-846-8877

         (b) Either  party  may  change  the  address to which any such  notice,
report, demand, request or other instrument or communication to such party is to
be delivered  or mailed,  by giving  written  notice of such change to the other
parties,  but no such  notice  of change  shall be  effective  unless  and until
received by such other parties. No such notice, report, demand, request or other
instrument or  communication  given  hereunder  shall be invalidated or rendered
ineffective  due to any  failure  to give,  or delay in  giving,  a copy of such
notice,  report,  demand,  request or other  instrument or  communication to any
party to whom such copy is to be given as provided above.

     25. Calculation  of Time.  Whenever  in this  Agreement a period of time is
stated  as a number  of  days,  it shall be  construed  to mean  calendar  days;
provided,  however,  that  when any  period  of time so  stated  would  end on a
Saturday,  Sunday,  legal holiday,  or any of the following dates in the year in
the year 2004 (the  "Extra  Days"):  April 5 through  April 7,  April 12 through
April 13, May 26 and 27,  September 16, 17 and 30,  October 1, 7 or 8, then such
period shall be


                                       17
<PAGE>

deemed to end on the next day following which is not a Saturday,  Sunday,  legal
holiday or one of the Extra Days. Time is of the essence of this Agreement.

     26. Expenses. Whether or not the transaction contemplated by this Agreement
is consummated, unless otherwise provided, each party shall pay its own expenses
incident  to the  preparation  and  performance  of this  Agreement,  including,
without limitation, attorneys' fees.

     27.  Waivers;  Extensions.  No waiver of any  breach  of any  agreement  or
provision  herein  contained  shall  be  deemed  a waiver  of any  preceding  or
succeeding  breach  thereof  or of  any  other  agreement  or  provision  herein
contained.  No extension of time for the  performance  of any  obligation or act
shall be deemed an extension of time for the performance of any other obligation
or act.

     28.  Schedules.  All  schedules  attached  to  this  Agreement  are  hereby
incorporated by this reference into this Agreement.

     29. Counterparts; Captions. This Agreement may be executed in counterparts,
each of which shall be deemed an original.  The captions are for  convenience of
reference only and shall not affect the  construction  to be given to any of the
provisions hereof.

     30. Assignment.  This Agreement may not be assigned (including any transfer
of the majority  ownership  interest in Buyer) by Buyer without  Seller's  prior
written consent,  which Seller may withhold in its sole and absolute discretion,
except to a partnership or limited liability company formed by (and all of whose
partnership  interests or membership  interests are directly or indirectly owned
by) Buyer for the purpose of purchasing the Property hereunder.  In the event of
any assignment  consented to by Seller, the assignee shall execute an agreement,
in form and substance  satisfactory  to Seller,  pursuant to which such assignee
assumes  all   obligations  of  Buyer  under  this  Agreement  and  affirms  all
representations,  warranties and  indemnities  of Buyer  hereunder (an "Assignee
Assumption").  Any assignment or purported  assignment in violation of the terms
of this paragraph shall constitute a default  hereunder and, upon the occurrence
thereof,  Seller,  at its option,  may terminate  this  Agreement upon notice to
Buyer.

     31. Buyer's  Representations with Respect to Affiliation.  Buyer represents
and  warrants  that,  to its  knowledge,  neither  Buyer,  nor,  if  Buyer  is a
partnership  or  corporation,  any of its  partners or  officers,  directors  or
shareholders,  nor any of its  beneficiaries  ("Principals"),  is related to any
employee of Seller, TriMont Real Estate Advisors, Inc. or JLS Investments,  Inc.
and that no  employee  of Seller,  TriMont  Real  Estate  Advisors,  Inc. or JLS
Investments,  Inc.  will  benefit,  either  directly  or  indirectly,  from  the
transaction  contemplated  hereby.  In the event of any permitted  assignment of
this Agreement, the terms of this paragraph shall be construed so as to apply to
the  assignee  and  its  Principals,   and  such  assignee  shall  confirm  such
representations and warranties in writing.  The provisions of this paragraph and
of any such affidavit shall survive the closing and the delivery of the Deed.

     32. Confidentiality.


                                       18
<PAGE>


         (a) Buyer covenants and agrees  to keep  confidential  the terms of the
transaction  contemplated  hereby and not to disclose  to any person  either the
fact that  discussions  or  negotiations  are taking  place  (other than Buyer's
lender or attorney)  concerning the acquisition of the Property or the substance
or status thereof.  Buyer further  covenants and agrees to keep confidential and
not  to  disclose  to any  third  party  (other  than  Buyer's  lender  and  its
representatives and professionals,  Buyer's attorney,  investors,  partners,  or
other  professionals  deemed  necessary or advisable  in Buyer's  discretion  in
connection  with the assessment of the  transaction by Buyer) the results of any
investigation  of the property by Buyer or any  information  with respect to the
Property  Documents  or any  other  information  or  documentation  obtained  or
prepared by or made available to Buyer in connection with or arising out of this
Agreement  or the  performance  of any of its rights or  obligations  hereunder.
Buyer shall  advise each person to whom  disclosure  is permitted as provided in
this  paragraph  of the  confidential  nature  of the  transaction  contemplated
hereby, shall instruct such persons to abide by the provisions of this paragraph
and shall obtain a signed  agreement from such persons  agreeing to abide by the
confidentiality  provisions of this  Agreement.

         (b) Purchaser shall cooperate   reasonably  with  Seller  and  Seller's
affiliates  with  respect to  disclosure  of such  information  arising  out of,
relating to or in connection with this Agreement,  the identity of Purchaser and
affiliates  and the sources of funding for  Purchaser to perform this  Agreement
(the  "Governmental  Disclosures")  so  as  to  enable  Seller  to  comply  with
applicable laws relating to governmental  reporting requirements with respect to
the Governmental Disclosures.

     33. Construction of Agreement.  The parties hereto agree that the terms and
language of this Agreement were the result of  negotiations  between the parties
and, as a result,  there shall be no presumption  that  ambiguities,  if any, in
this Agreement shall be resolved  against either party. Any controversy over the
construction  of this  Agreement  shall be  decided  neutrally,  in light of its
conciliatory   purposes,   and  without   regard  to  events  of  authorship  or
negotiation.

     34. Seller's Indemnitees.  As used herein, the term "Seller's  Indemnitees"
shall mean Seller,  TriMont Real Estate  Advisors,  Inc.,  3424 Peachtree  Road,
Suite 2200, Atlanta, Georgia 30326 and JLS Investments,  Inc., 206 South Rogers,
Suite 204, Waxahachie,  Texas 75165, and their respective  directors,  officers,
shareholders,  employees, affiliates, attorneys, agents, successors and assigns.
As used  herein,  the  term  "Buyer's  Indemnitees"  shall  mean  Buyer  and its
respective directors, officers,  shareholders,  members, employees,  affiliates,
attorneys, agents, successors and assigns.

                   [remainder of page deliberately left blank]




                                       19
<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

Signed, Sealed and Delivered                     BUYER:
in the Presence of:                              MAXUS REALTY  TRUST, INC.


By: /s/ Robert B. Thomson                        By: /s/ David L. Johnson
    ---------------------                            --------------------
    Name:Robert B. Thomson                           Name: David L. Johnson
    Its: Attorney                                    Its:  President

                                                 SELLER:
                                                 LB 100 ARBOR GATE CIRCLE LLC


                                                 By: /s/ Marguerite Brogan
                                                     ---------------------
                                                     Name: Marguerite Brogan
                                                     Its: Authorized Signatory
Signed, Sealed and Delivered                     SELLER:
in the Presence of:                              LB 100 WAVERLY DRIVE LLC

By: /s/Rebecca Cordero                           By: /s/ Marguerite Brogan
    ------------------                               ---------------------
    Name: Rebecca Cordero                            Name: Marguerite Brogan
    Its:                                             Its: Authorized Signatory




                                       20
<PAGE>





                                   SCHEDULE A

                                   EXHIBIT "A"

                              Property Description











                                       21
<PAGE>


                               Picayune Property

A  parcel  of  land  situated  in  part  of the S 1/2  of the SW 1/4 of  Section
14-T6S-R17W, Pearl River County, MS, and being more fully described as follows:

     Commencing  at the  Southwest  corner of Section  14-T6S-R17W,  Pearl River
     County, MS; thence N 89o58'43" E along the South line of the SW 1/4 of said
     Section a  distance  of  868.23' to a point;  thence  North  713.89' to the
     P.O.B.;  thence West  145.00' to a point on the East R.O.W.  of Haugh Ave.;
     thence  North  along the East  R.O.W.  of Haugh  Avenue  50.00' to a point;
     thence East  145.00' to a point;  thence North  235.73' to a point;  thence
     West  145.00' to a point on the East  R.O.W.  of Haugh Ave.;  thence  North
     along the East R.O.W. of Haugh Ave. 10.00' to a point;  thence East 150.00'
     to a point; thence North 40.00' to a point; thence East 456.33' to a point;
     thence  North  269.62' to a point on the South line of  Woodglen  S/D and a
     fence line;  thence  N89o59'36" E along a partial  fence line and the south
     line of said S/D  738.98'  to a point;  thence  South  647.36'  to a point;
     thence West 375.00' to a point; thence North 83.57' to a point; thence West
     734.60' to a point; thence S 65o07'43" W 100.00' to the P.O.B.,  containing
     13.63 acres of land, more or less.





                                       22
<PAGE>

                            Bay Saint Louis Property

A parcel of land situated in and part of Gadon Toulme Claim, Section 27-8S-14W,
Hancock County, Mississippi and being more fully described as follows:

Commencing at the Southwest corner of Section 27-8S-14W, Hancock Co., MS;
thence S89o39'34"E along the South line of said section, a distance of 1558.20'
to a point; thence North 276.31' to a point on the Northerly R.O.W. of MS. Hwy.
No. 603; thence North 913.22' to a point; thence East 41.11' to the P.O.B., said
point being on the East R.O.W. of Old Nicholson Road; thence East 758.73' to
the center of Bayou Choctaw; thence along the center of Bayou Choctaw the
following 8 courses;
1) S37o25'00" E 23.00',
2) S77o05'00 E 118.00'
3) S 40o30'00" E 93.00',
4) S 20o21'00 E 216.00',
5) S 43o35'00"W 245.00'
6) S 17o30'00" W 209.00',
7) S 44o13'00" W 95.00',
8) S 18o12'00" W 77.00',
to a point on the center of Bayou Choctaw; thence N 75o54'49" W 398.61' to a
point; thence S 45o20'48" W 86.61' to a point on the Easterly ROW of Old
Nicholson Road; thence N 44o34'52" W along the Easterly R.O.W. of said road,
a distance of 126.56' to a point on the Easterly R.O.W. of said road, thence
N41o26'26" W along the Easterly R.O.W. of said road, a distance of 167.20' to a
point on the Easterly R.O.W. of said road, thence N 23o06'53" W along the
Easterly R.O.W. of said road, a distance of 38.00' to a point on a curve being
concave to the East and having a radius of 480.00', said point being on the
Easterly R.O.W. of said road, thence Northerly along said curve and the Easterly
R.O.W. of said road, a distance of 195.01' to a point on the Easterly R.O.W. of
said road, thence N 00o09'46" E along the Easterly R.O.W. of said road, a
distance of 358.73' to the P.O.B. and containing 15.2 acres of land, more or
less.


                                       23
<PAGE>



                                   SCHEDULE B


         1. Any and all provisions of any law, ordinance or governmental
regulation.

         2. Lien for taxes and assessments not yet due and payable on the
Closing Date.

         3. Rights of tenants or parties in possession.

         4. Any state of facts that an accurate survey or personal inspection of
the Property may disclose.

         5. All encumbrances, restrictions and exceptions to title as of record
appear, except to the extent that the same render title unmarketable.

         6. Acts done or suffered by Buyer or any person claiming by, through or
under Buyer.

         7. The items set forth on the attached Schedules B-1 and B-2.




                                       24
<PAGE>





                     SCHEDULE B-1 (title policy exceptions)

                               (Exhibits Omitted)




                                       25
<PAGE>



       SCHEDULE B-2 (Declaration of Covenants; form as to one of Sellers;
Declaration substantially similar in form to be recorded as to both Properties)

     THIS DECLARATION OF COVENANTS ("Declaration"),  made and entered into as of
this ___ day of June, 2004 by LB 100 ARBOR GATE CIRCLE LLC ("Declarant").

                                    RECITALS:

     Declarant is the owner of certain property ("Property") located at 100
Arbor Gate Circle, Picayune, MS 39466. The Property is more particularly
described in the legal description attached to the Deed of which this Exhibit is
a part as Exhibit A.

     On or about September 23, 2003, the United States Department of Housing
and Urban Development ("HUD") sold a mortgage ("Mortgage") secured by the
Property and the related mortgage note ("Note") in the Multifamily and
Healthcare Loan Sale 2003-1 of HUD-held, unsubsidized multifamily and healthcare
mortgages. At the time HUD offered the Mortgage for sale, the Mortgage was
delinquent. Accordingly, the sale of the Mortgage was subject to the provisions
of 24 C.F.R. ss.290.39 ("Regulations") regarding non-discrimination in admitting
certificate and voucher holders.

     To assure compliance with the requirements of the Regulations, and
pursuant to Section 8.04 of the Loan Sale Agreement dated as of September 23,
2003 between HUD and PAMI Midatlantic LLC ("Mortgagee"), governing the sale,
transfer and assignment of the Mortgage from HUD to Mortgagee, Mortgagee agreed
that it would comply with the Regulations, including the requirement that a
covenant be recorded in the event of any loan restructuring or final compromise
of the debt evidenced by the Mortgage as set forth below. Mortgagee caused such
covenant to be recorded in the Substitute Trustee's Deed by which Declarant
acquired the Property.

     Accordingly, Declarant has agreed to record the following covenants.

     NOW THEREFORE,  in  consideration  of the above Recitals,  which are made a
part  hereof,  and  other  good and  valuable  consideration,  the  receipt  and
sufficiency  of  which  is  hereby  acknowledged,   Declarant  hereby  declares,
covenants and agrees as follows:

     1.  Declarant,  its successors and assigns,  and any transferee of title to
the Property, its successors and assigns, shall not unreasonably refuse to lease
a dwelling unit offered for rent, offer to sell cooperative  stock, or otherwise
discriminate  in the terms of tenancy or  cooperative  purchase and sale because
any existing or  prospective  tenant or purchaser  is a  certificate  or voucher
holder,  as defined in Part 982 of Title 24 of the Code of Federal  Regulations,
and successor regulations. Any certificate or voucher holder or a public housing
authority on behalf of  certificate  or voucher  holders shall have the right to
seek  judicial  enforcement  of this  non-discrimination  covenant  in  state or
federal court.


                                       26
<PAGE>

     2.  Declarant,  its successors and assigns,  and any transferee of title to
the  Property,  its  successors  and assigns,  will,  each at their own cost and
expense,  do,  execute,  acknowledge and deliver all and every such further acts
and  assurances  as may be necessary at such time and from time to time in order
to  better  assure  or  confirm  the  obligations  and  agreements   under  this
Declaration.

     3. The provisions of this  Declaration  are severable and the invalidity of
one or more of the provisions shall not affect the validity or enforceability of
any other provisions.

     4. The terms, conditions and provisions of this Declaration shall be deemed
covenants running with the land and any transferee of title to the Property, its
successors and assigns and its heirs, personal  representatives,  successors and
assigns shall be bound jointly and severally hereby.

     5. This  Declaration of Covenants shall expire on the date that is the same
as the maturity  date of the Note in effect on the date HUD sold the Mortgage to
the Mortgagee, namely, namely June 1, 2041.

     IN WITNESS  WHEREOF,  the Declarant has set its hand and seal as of the day
and date hereinabove written.

                                                    SELLER:
                                                    LB 100 ARBOR GATE CIRCLE LLC


                                                 By: ___________________________
                                                     Name:
                                                     Its:

                                       27