ASSIGNMENT OF REAL ESTATE SALE CONTRACT

   THIS ASSIGNMENT of the Real Estate Sale Contract  executed by Seller on March
10, 2000,  (the  "Contract")  by and between  North Winn,  L.P.  ("Seller")  and
KelCor, Inc., or assigns ("Buyer"),  a copy of which contract is attached hereto
as Exhibit A and incorporated  herein by reference,  is effective as of this 7th
day of August, 2000.

   WHEREAS, the Buyer and Seller entered into the Contract which Contract allows
for an assignment; and

   WHEREAS, KelCor desires to assign all rights under the Contract to North Winn
Acquisition, L.L.C., a newly formed entity.

   NOW,  THEREFORE,  in consideration of the mutual promises and covenants,  the
adequacy  and  sufficiency  of which  are  acknowledged,  the  parties  agree as
follows:

      1) Assignment.  The  Contract  is hereby  assigned  by Buyer to North Winn
         Acquisition, L.L.C.

      2) Acceptance/Effect.  North Winn Acquisition,  L.L.C. hereby accepts such
         assignment and agrees to be bound in full to all terms and  obligations
         contained  therein as if the original  party  executing  the same.  All
         terms and  provisions  of the  Contract  shall remain in full force and
         effect.

   IN WITNESS,  WHEREOF, the parties do hereby execute this Assignment as of the
date above written.

                                            NORTH WINN ACQUISITION, L.L.C.
                                            a Missouri limited liability company


                                            By: /s/ Daniel W. Pishny
                                                     Maxus Realty Trust, Inc.
                                                Its: Manager

                                            KELCOR, INC.
                                            a Missouri corporation


                                            By: /s/ David L. Johnson
                                            Its: Vice President
<PAGE>
                 EXHIBIT A TO ASSIGNMENT OF REAL ESTATE CONTRACT

                            REAL ESTATE SALE CONTRACT

   THIS CONTRACT,  is made as of the ___ day of March, 2000, between North Winn,
L.P., a Missouri limited partnership  (hereinafter referred to as "SELLER"), and
KelCor,  Inc., a Missouri  corporation,  or its permitted  assigns  (hereinafter
collectively referred to as "BUYER").

                                    ARTICLE I
                               PROPERTY TO BE SOLD

   1.1 Sale. Subject to the terms and provisions of this Contract, SELLER agrees
to sell to BUYER, and BUYER agrees to purchase from SELLER, all of the following
described  property  (sometimes  referred  to  herein  in the  aggregate  as the
"Property"):

      1.1.1 a certain  parcel of real property  ("Land")  located in the City of
Kansas  City,  Clay County,  Missouri  which is more  particularly  described on
Exhibit A attached thereto and incorporated  herein by reference,  together with
all improvements  thereon  ("Improvements") and all personal property ("Personal
Property")  located therein,  and set forth on the Bill of Sale attached thereto
and incorporated herein by this reference as Exhibit C, which Land, Improvements
and Personal Property are collectively referred to as "Property".

      1.1.2 all of  SELLER'S  interest  in leases  and  rental  agreements  with
tenants  occupying  space situated in the  Improvements  (the "Tenant  Leases"),
security deposits under the Tenant Leases;

      1.1.3 all other rights, privileges,  hereditaments and appurtenances owned
by SELLER  and in any way  related  to the  properties  described  above in this
Article  I,  including  the use of the  name  "North  Winn  Apartments"  and the
telephone numbers associated therewith.

                                   ARTICLE II
                            PURCHASE PRICE AND TERMS

   2.1 Purchase  Price.  The total  purchase price for the Property shall be Two
Million Seven Hundred Seventy-Five  Thousand and No/100 Dollars  ($2,775,000.00)
(the "Purchase Price") payable as follows:

      2.1.1 Earnest  Money  Deposit.  Contemporaneous  with the execution of the
Agreement by BUYER and SELLER,  BUYER will deliver as an earnest  money  deposit
check,  Sixty Thousand and No/100 Dollars  ($60,000.00) (the "Earnest Money") to
Assured Quality Title Company,  Kansas City,  Missouri  ("Title  Company" and/or
"Escrow  Agent").  The  Earnest  Money  shall be returned to BUYER by the Escrow
Agent if the transaction is canceled by BUYER notifying  SELLER and Escrow Agent
in  writing  of such  cancellation  prior to the  expiration  of the  Inspection
Period, as defined in Section 4.2 below; however, if BUYER does

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<PAGE>

not so notify  SELLER  by 5:00  p.m.  C.S.T.  the day of the  expiration  of the
Inspection  Period,  BUYER will waive any right to the Earnest  Money.  If BUYER
fails to close on the  purchase  of the  Property  after the  expiration  of the
Inspection  Period  and  SELLER  is not then in  default  under the terms of the
Agreement,  then SELLER shall receive the Earnest Money from the Escrow Agent as
liquidated  damages for BUYER'S breach of the Agreement.  If the  transaction is
consummated in accordance  with the terms and conditions of the Agreement,  then
the Earnest Money will be applied toward the Purchase Price at Closing.

      2.1.2 Closing Payment.  At Closing,  BUYER shall deliver to SELLER one (1)
cashier's check for the remaining  balance of the Purchase Price,  plus or minus
closing  adjustments  described herein, to be applied against the Purchase Price
of the Property.

                                   ARTICLE III
                             TITLE INSURANCE; SURVEY

   3.1 Title  Insurance.  SELLER shall furnish to BUYER the most current form of
an Owner's ALTA Form B Title  Insurance  Policy  issued by Title  Company in the
amount of the Purchase  Price,  insuring a merchantable  fee simple title in the
BUYER as of the date of recording of the deed subject only to such exceptions as
BUYER may approve (including standard printed exceptions).  Within five (5) days
after the  execution of this  Contract by SELLER,  SELLER shall  furnish BUYER a
preliminary  title  report  together  with copies of all  recorded  documents or
agreements  affecting the Property,  at SELLER'S  expense.  BUYER shall have ten
(10) days from the receipt of such  documents  to approve or  disapprove  of the
status of the title. If BUYER disapproves, BUYER may either declare the Contract
null and void or allow SELLER ten (10) days to correct title  deficiencies  with
no reduction to the Purchase  Price.  If no  notification is received from BUYER
within such time period the status of title shall be deemed to be disapproved.

   3.2  Approval  of Title  Insurance  Company.  Within  ten (10) days after the
execution of this Contract by BUYER,  BUYER shall disclose to SELLER the name of
the title insurance company providing  coverage through Title Company,  together
with its Statement  that BUYER  approves of said title insurer and that it shall
bear any risk associated with the status or viability of said title insurer, and
of its ability to honor the policy provided through Title Company.

   3.3 Fees and Costs for Title  Insurance.  SELLER shall pay the fees and costs
for  obtaining  the policy in the amount of the  Purchase  Price as  provided in
Section 3.1 above,  provided,  however,  SELLER shall not be responsible for any
fees and costs  for such  title  commitment,  updates  to any title  commitment,
endorsements and title policy in excess of Two Thousand Eight Hundred and No/100
Dollars  ($2,800.00).  However,  SELLER  shall  only pay for an  Owner's  Policy
containing  standard  endorsements.  Any non-standard  endorsements  required by
BUYER shall be the sole expense of BUYER.

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<PAGE>

   3.4 Survey.  SELLER shall deliver to BUYER the most recent ALTA survey of the
Property completed by Kaw Valley Engineering,  Inc., which shall be certified to
BUYER and BUYER'S  lender.  BUYER shall have ten (10) days after  receipt of the
Survey to accept or reject said Survey.

                                   ARTICLE IV
                           INFORMATION AND INSPECTIONS

   4.1 Information. Upon SELLER'S execution of this Contract, SELLER shall allow
BUYER access to SELLER'S records to review the following:

      4.1.1  A true  and  complete  copy  of the  tenant  leases  affecting  the
Property, if any;

      4.1.2 SELLER'S 1999 and most current operating statement for the Property;

      4.1.3 A true and  complete  copy of the  most  current  rent  roll for the
Property; and

      4.1.4 All current tax bills,  utility  bills,  laundry  lease,  contracts,
plans and  specifications,  environmental  reports,  certificates  of occupancy,
licenses, personal property inventory, personnel lists including salaries, and a
termite certificate showing the Property to be free of termite infestation.

   4.2  Inspection.  BUYER  shall have thirty (30) days after its receipt of the
information  described  in Section 4.1 to inspect the Property and all books and
records relating thereto (the "Inspection Period").

                                    ARTICLE V
                                     CLOSING

   5.1 Closing Date. The closing of this transaction (the "Closing") shall occur
on or before thirty (30) days after the expiration of the Inspection  Period, as
agreed to by the parties, at the office of Assured Quality Title Company, Kansas
City,  Missouri.  BUYER  shall  have the  right to  extend  Closing  for two (2)
additional  thirty  (30) day periods by  depositing  an  additional  Twenty-Five
Thousand and No/100 Dollars  ($25,000.00) in earnest money with the Escrow Agent
for each such  extension.  BUYER shall notify SELLER of such extension  prior to
the expiration of the Closing Date.

   5.2  Delivery.  At Closing,  SELLER and BUYER  shall  execute and deliver the
following:

      5.2.1 Items be Delivered by SELLER.

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<PAGE>

         5.2.1.1  SELLER'S  special  warranty deed in recordable form vesting in
BUYER a  marketable  fee simple title to the  Property,  insured as set forth in
Article III with policy exceptions approved by BUYER.

         5.2.1.2  An  assignment  in the form  attached  hereto as  Exhibit B of
SELLER'S interest in all leases on the Property (the "Assignment").

         5.2.1.3  A bill  of sale in the  form  attached  hereto  as  Exhibit  C
conveying the Personal Property (the "Bill of Sale").

         5.2.1.4 A certified copy of the current rent roll.

         5.2.1.5 A closing statement in form and content satisfactory to BUYER.

         5.2.1.6 All other documents or things required to be delivered to BUYER
by other paragraphs of this Contract,  or reasonably  required by BUYER or Title
Company.

         5.2.1.7 Possession of the Property, with all units rented or rent-ready
with working appliances.

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<PAGE>

      5.2.2 Items to be Delivered by BUYER.

         5.2.2.1 The sums  required  pursuant to Section 2.1 herein by cashier's
check or wire transfer.

         5.2.2.2 An assumption  in the form attached  hereto as Exhibit D of all
of SELLER'S  obligations  under all  contracts  and leases on the Property  (the
"Assumption").

         5.2.2.3 A closing statement in form and content satisfactory to SELLER.

         5.2.2.4  All other  documents  or things  required to be  delivered  to
SELLER by other paragraphs of this Contract or reasonably  required by SELLER or
Title Company.

      5.2.3 Time of Delivery.  Copies of all documents to be presented by SELLER
and BUYER  shall be  delivered  to the other  party  within  the time  specified
elsewhere in this Contract or in any event not later than ten (10) days prior to
Closing for approval prior to Closing.

   5.3  Taxes.  SELLER  shall  pay  all  taxes,  general  and  special,  and all
assessments  that  are a lien on the  Property  and  can be paid at the  date of
Closing  except that all  general  state,  county,  school and  municipal  taxes
(exclusive of rebates,  penalties, or interest) payable during the calendar year
in which the deed is delivered  shall be pro-rated  between the SELLER and BUYER
as of the  date of  Closing.  All  amounts  owed by  SELLER  for the  taxes  and
assessments shall be credited toward the Purchase Price hereunder,  and deducted
from the cash payable at Closing.  SELLER shall pay all taxes of whatsoever kind
or nature for the years up to the calendar  year 2000 on all  Personal  Property
conveyed hereunder.  Taxes on Personal Property for the calendar year 2000 shall
be prorated on the same basis as real estate taxes above.

   5.4 Closing Costs;  Attorneys Fees. Closing costs, unless otherwise specified
herein,  shall be split equally  between BUYER and SELLER.  Each party shall pay
its own  attorneys  fees  incurred  in  connection  with the  sale and  purchase
contemplated by this Contract.

   5.5  Rents.  Collected  rents from the  Property  and the  accrued  operating
expenses of the Property  shall be pro-rated  between the SELLER and BUYER as of
the date of Closing.

                                   ARTICLE VI
                   NO RELIANCE, WARRANTIES OR REPRESENTATIONS

   6.1 No Reliance on Seller as to Quality or Physical  Condition  of  Property.
BUYER  is  not  relying  upon,  and  has  not  except  to the  extent  otherwise
specifically  provided  in this  Contract  relied  on,  SELLER or its  officers,
directors, agents and representatives as to (i) the

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<PAGE>

quality,  nature, adequacy or physical condition of the Property including,  but
not  limited  to, the  structural  elements,  foundation,  roof,  appurtenances,
access,  landscaping,  parking facilities or the electrical,  mechanical,  HVAC,
plumbing,  sewage or utility systems,  facilities or appliances at the Property;
(ii)  the  quality,  nature,  adequacy  or  physical  condition  of soils at the
Property; (iii) the existence, quality, nature adequacy or physical condition of
any utility  serving the  Property;  (iv) the ad valorem  taxes now or hereunder
payable on the  Property or the  valuation  of the  Property  for ad valorem tax
purposes;  (v) the  development  potential of the  Property,  its  habitability,
merchantability or fitness,  suitability or adequacy for any particular purpose;
(vi) the zoning or other legal status of the Real Property; (vii) the compliance
by the Property or the  operations  thereon  with any  applicable  codes,  laws,
regulations,  statutes, ordinances, covenants, conditions or restrictions of any
governmental  or  quasi-governmental  entity or of any other  person or  entity;
(viii)  the  quality  of any labor or  materials  relating  in any manner to the
Property;  or (ix) the condition of title to the Property or the nature,  status
and extent of any right-of-way,  lease, right of redemption,  possession,  lien,
encumbrance,  license,  reservations,  covenant,  condition,  restriction or any
other matter affecting title to the Property.

   6.2 Operations Pending Closing.  SELLER covenants to operate and maintain the
Property  in the  normal  and  ordinary  course  of  business  up to the date of
Closing,  including  paying  vendors,  making such  repairs and  replacing  such
appliances and personal property as is otherwise  normally done in the operation
of the Property as an apartment complex.

   6.3 As Is Sale. TO THE MAXIMUM  EXTENT  PERMITTED BY LAW, BUYER IS PURCHASING
THE  PROPERTY  IN "AS IS"  CONDITION  "WITH ALL  FAULTS"  AND  SPECIFICALLY  AND
EXPRESSLY  WITHOUT ANY  WARRANTIES,  REPRESENTATIONS  OR GUARANTIES OF ANY KIND,
ORAL OR WRITTEN,  EXPRESS OR IMPLIED,  CONCERNING THE PROPERTY OR THIS AGREEMENT
FROM OR ON BEHALF OF SELLER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.

   6.4 No  Representations.  TO THE MAXIMUM EXTENT  PERMITTED BY LAW, SELLER HAS
NOT, DOES NOT AND WILL NOT MAKE ANY  REPRESENTATIONS,  WARRANTIES OR GUARANTIES,
OF ANY  KIND,  ORAL OR  WRITTEN,  EXPRESS  OR  IMPLIED,  CONCERNING  THE  ASSETS
INCLUDING,  WITHOUT  LIMITATION  (i)  THE  VALUE,  CONDITION,   MERCHANTABILITY,
HABITABILITY,  MARKETABILITY,   PROFITABILITY,  SUITABILITY  OR  FITNESS  FOR  A
PARTICULAR  USE OR PURPOSE,  OF THE PROPERTY,  (ii) THE MANNER OF QUALITY OF THE
CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PROPERTY, OR (iii) THE MANNER OF
REPAIR,  QUALITY,  STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY,  EXCEPT AS
EXPRESSLY PROVIDED HEREIN, WHICH SUCH REPRESENTATIONS  PROVIDED HEREIN SHALL NOT
SURVIVE THE CLOSING HEREOF.

   6.5 No Environmental  Representations.  SELLER HAS NOT, DOES NOT AND WILL NOT
MAKE ANY  REPRESENTATIONS  OR  WARRANTIES  WITH  REGARD TO  COMPLIANCE  WITH ANY
ENVIRONMENTAL PROTECTION,  POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDER
OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING,
GENERATING,

                                       6
<PAGE>

TREATING,  STORING OR DISPOSING OF ANY HAZARDOUS  WASTE OR  SUBSTANCE.  HOWEVER,
SELLER  STATES  THAT IT HAS NOT  RECEIVED  ANY WRITTEN  NOTICE OF ANY  HAZARDOUS
MATERIALS  LOCATED IN OR ON THE PROPERTY FORM ANY FEDERAL,  STATE,  OR MUNICIPAL
AUTHORITY.

   6.6 No Liability for Speculative Profits. SELLER SHALL NOT BE LIABLE TO BUYER
FOR ANY PROSPECTIVE OR SPECULATIVE PROFITS, OR SPECIAL INDIRECT OR CONSEQUENTIAL
DAMAGES,  WHETHER BASED UPON CONTRACT, TORT OR NEGLIGENCE OR IN ANY OTHER MANNER
ARISING FROM THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.

   6.7 Disclosure of Environmental Analysis. To the extent BUYER commissions any
environmental  audits or studies to be conducted  prior to Closing,  BUYER shall
supply  SELLER with a copy of any such audit or study  promptly  upon receipt of
the same by BUYER, and in no event later than ten (10) days prior to Closing.

                                   ARTICLE VII
                                REAL ESTATE FEES

   7.1 Broker's  Commission.  BUYER and SELLER  warrant that they have not dealt
with any  realtors  other than DLJ  Enterprises,  Inc. in  connection  with this
transaction  who may be  entitled  to a fee for  services  rendered.  Each party
agrees to  indemnify  the other  party  against  claims for  commissions  by any
realtors caused by such party's  actions.  At Closing,  and only in the event of
Closing,  DLJ Enterprises,  Inc. will be paid a brokerage  commission of one and
one-half  percent  (1.5%) of the Purchase  Price from SELLER'S  proceeds,  which
shall be reflected on the Closing statement.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

   8.1 Parties;  Contacts.  The parties  hereto  acknowledge  and agree that the
individuals  whose signatures  appear  hereinbelow on behalf of SELLER and BUYER
respectively are the representatives  authorized to sign all documents,  conduct
all  negotiations,   and  perform  all  acts  on  behalf  of  SELLER  and  BUYER
respectively  which shall be required to complete the transactions  contemplated
by this Contract.  The parties hereto covenant and agree that all communications
regarding  the  transactions  contemplated  by this  Contract  shall be directed
solely  to  the  persons  whose  signatures  appear  hereinbelow  or to  counsel
designated by such person. BUYER hereby covenants and agrees it shall not direct
any  pre-Closing  communications  whatsoever  to any  limited  partner,  special
limited partner or general partner of SELLER other than Stephen Dickhut,  Robert
Smalley,  Jr., or to counsel designated by such persons. As used in this Section
8.1, the term "communications" shall include any written or verbal or electronic
communication

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<PAGE>

from a party to this  Contract  or any agent of a party to this  Contract to any
other person or entity.

   8.2 Notices.  All notices and demands shall be delivered in writing to SELLER
and BUYER.  A copy of all notices,  documents,  etc. to be delivered to BUYER or
SELLER shall be delivered  simultaneously to BUYER'S and SELLER'S attorneys. All
notices shall be considered delivered when delivered personally to the addressee
shown or when  deposited in the United  States  Mail,  certified  mail,  postage
prepaid,  return  receipt  requested,  addressed as follows,  or if by facsimile
transmission, upon receipt by the receiving party's facsimile machine:

If to BUYER:                             With a copy to:
 KelCor, Inc.                             Robert D.Thomson
 1100 Main, Suite 2100                    1100 Main, Suite 2101
 Kansas City, Missouri 64196              Kansas City, Missouri 64105

If to SELLER:                            With a copy to:
 North Winn, L.P.                         Levy and Craig, P.C.
 106 Four Seasons Center, Suite 105       911 Main, Suite 2000
 Chesterfield, Missouri 63017             Kansas City, Missouri 64105
 Attention: Stephen Dickhut               Attention: Bernard C. Craig, Jr., Esq.

   8.3  Condemnation.  If prior to the  date of  Closing  all or any part of the
Property is taken by eminent domain, or if a condemnation proceeding has been or
is threatened to be instituted  against the Property or any part thereof,  BUYER
may,  by written  notice to SELLER,  elect to cancel  this  Contract at any time
prior to Closing. If BUYER so elects, the parties shall be relieved and released
of and from any further liability hereunder, and the Earnest Money deposit shall
be promptly returned to BUYER forthwith. Unless this Contract is so canceled, it
shall remain in full force and effect,  and SELLER shall assign,  transfer,  and
set over to BUYER all  SELLER'S  right,  title and interest in and to any awards
which  may be  made  for  such  taking,  subject  to  the  rights  of any  prior
lienholder.

   8.4 Default.  If SELLER  performs  this  Contract but BUYER fails to perform,
SELLER'S exclusive remedy shall be to receive the Earnest Money deposit of BUYER
as liquidated damages and not as a penalty.  If BUYER performs this Contract but
SELLER does not, BUYER shall have the option to declare this Contract  operative
and take such actions as may be necessary for specific performance hereunder, or
BUYER may  elect to  declare  this  Contract  inoperative  because  of  SELLER'S
default.  If BUYER  declares  this  Contract  inoperative,  BUYER may elect,  as
BUYER'S  sole and  exclusive  remedy  hereunder,  either to (a)  terminate  this
Contract and receive a refund of all monies  theretofore paid by BUYER under and
pursuant to the terms of this Contract,  or (b) to seek specific  performance of
this Contract.

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<PAGE>

   8.5  Legal  Fees.  The  defaulting  party  shall  pay  all  costs,  including
attorney's  fees,  incurred by the  non-defaulting  party in connection with any
litigation arising out of this Contract.

   8.6 Binding  Effect.  This  Contract  shall be binding  upon and inure to the
benefits  of  the  parties  hereto  and  their  respective   heirs,   executors,
administrators, and representatives, successors and assigns.

   8.7  Invalidity.  If any  one or  more of the  provisions  contained  in this
Contract shall be for any reason held to be invalid,  illegal,  or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other  provision  hereof,  and this  Contract  shall be construed as if such
provisions had not been contained herein.

   8.8 Sole Agreement.  This Contract constitutes the sole agreement between the
parties and supersedes  any prior  understanding  or written or oral  agreements
between the parties.  This Contract cannot be modified or amended, or any of the
terms hereof waived,  except by an agreement in writing (referring  specifically
to this Contract) executed by both BUYER and SELLER.

   8.9 Counterparts. This Contract may be executed in multiple counterparts each
of which shall be deemed an original  but  together  shall  constitute  only one
agreement.

   8.10 Deed of Trust or Mortgage. The term deed of trust or mortgage as used in
this Contract  shall  include  mortgages  and any other  mortgage  instrument in
common use in the State of Missouri.

   8.11 Day.  Whenever  the word "day" is used in this  Contract,  it shall mean
Monday, Tuesday, Wednesday,  Thursday or Friday. Saturdays, Sundays and holidays
shall not be considered as "days" within the meaning of this Contract.

   8.12  Gender.  Words of any gender  used in this  Contract  shall be held and
construed to include any other gender,  and words in a singular  number shall be
held to  include  the  plural  and  vice  versa,  unless  the  context  requires
otherwise.

   8.13  Insurance.  SELLER agrees to maintain  adequate  insurance  coverage at
least to the  extent  of the  replacement  costs  which  would  result  from the
Improvements  on the Property being  destroyed or  substantially  damaged by any
event covered by insurance.

   8.14 Governing Law. The interpretation,  construction and performance of this
Contract  shall be governed by the laws of the State of Missouri.  Venue for any
cause of action  arising out of or in connection  with this Contract shall be in
Clay County, Missouri.

   8.15  Confidentiality.  BUYER,  for  itself  and on behalf  of its  officers,
directors,  employees, agents and other representatives,  agrees to maintain all
information,  operating reports,  and other matters delivered to BUYER by SELLER
hereunder in the strictest confidence.  BUYER acknowledges that such information
contains   confidential  business

                                       9
<PAGE>

information  and that such  information is delivered at BUYER'S request with the
understanding  that  in  no  event  shall  any  such  information  constitute  a
representation  of SELLER.  BUYER agrees that such  information will not be used
except for the sole purpose of evaluating the Property for the  consummation  of
this purchase,  and that such  information  shall be kept in strict  confidence.
Further,  BUYER  will  take  such  precautions,  and will  instruct  each of its
representatives and agents to take such precautions as are reasonably  necessary
to keep all such information  confidential,  to control such information so that
it may all be returned to SELLER in the event this  Contract is  terminated  for
any reason.  BUYER AGREES TO SEEK AND RELY UPON ITS OWN INDEPENDENT ADVISORS AND
COUNSEL WITH RESPECT TO ALL MATTERS  CONCERNING THE VALUE, TITLE OR CONDITION OF
THE PROPERTY AND SHOULD NOT RELY ON THE INFORMATION DELIVERED TO BUYER.

   8.16 Condition - Approval by Seller.  THE PARTIES  ACKNOWLEDGE AND AGREE THAT
ALL OF SELLER'S  OBLIGATIONS  HEREIN SHALL BE SUBJECT TO, AND CONDITIONED  UPON,
THE  APPROVAL  OF ALL TERMS  AND  PROVISIONS  OF THIS  CONTRACT  BY THE  LIMITED
PARTNERS OF SELLER,  IN A MAJORITY VOTE AS REQUIRED PURSUANT TO SELLER'S LIMITED
PARTNERSHIP AGREEMENT, AND ANY AMENDMENTS THERETO.

   8.17 Time of the Essence. TIME IS OF THE ESSENCE OF THIS CONTRACT.



                     [REST OF PAGE INTENTIONALLY LEFT BLANK]

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<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.

SELLER:                                  NORTH WINN, L.P.,
                                         a Missouri limited partnership


Date: 3-10-00                            By:/s/ Stephen E. Dickhut
                                            Stephen Dickhut
                                         Its: General Partner

BUYER:                                   KELCOR, INC.,
                                         a Missouri corporation

Date: 3/8/00                             By: /s/ David L. Johnson
                                         Its Vice President


                                       11
<PAGE>

                                    EXHIBIT A
                               "Legal Description"

All that part of the Northeast Quarter of Section 6 and the Northwest Quarter of
Section 5, both in Township 50, Range 32, in Clay County, Missouri,  including a
portion  of  Block  "A" in  LAKESIDE,  an  addition  in  said  county  all  more
particularly  described as follows:  Beginning at a point that is 87.5 feet East
of the West  line and  201.63  feet  South of the  North  line of the  Northwest
Quarter of said Section 5; thence South 0 Degrees 32 Minutes 02 Seconds West and
parallel  to the West line of said  Quarter a distance  of 255.46  feet;  thence
South 89 Degrees 43 Minutes 32 Seconds  East and  parallel  to the North line of
said  Northwest  Quarter a distance of 362.50  feet;  thence  North 0 Degrees 32
Minutes 02 Seconds East and parallel to the West line of said Quarter a distance
of 98.13  feet to a point  that is 358.90  feet  South of the North line of said
Northwest Quarter; thence North 74 Degrees 09 Minutes 31 Seconds East a distance
of 322.85 feet;  thence South 22 Degrees 26 Minutes 34 Seconds  East, a distance
of  53.88  feet to a point  in the  North  Right-of-Way  line of the  Mid-  Town
Freeway; thence south 49 Degrees 07 Minutes 34 Seconds West along said Right-of-
Way line a  distance  of 523.84  feet;  thence  South 56  Degrees  43 Minutes 14
Seconds West along said  Right-of-Way a distance of 75.67 feet;  thence South 49
Degrees 07 Minutes 34 Seconds  West along said  Right-of-Way  a distance of 25.0
feet; thence South 37 Degrees 48 Minutes 54 Seconds West along said Right-of-Way
a distance of 50.99  feet;  thence  South 49 Degrees 07 Minutes 34 Seconds  West
along said  Right-of-Way  a distance of 272.85 feet to a point in the centerline
of Barnes  Avenue as shown on the  recorded  plat of  LAKESIDE;  thence North 89
Degrees 45 Minutes 33 Seconds  West along said  centerline  a distance  of 70.73
feet to a point in the West line of the  Northwest  Quarter  of said  Section 5;
thence  South 0 Degrees  32  Minutes  02  Seconds  West  along  said West line a
distance  of  62.01  feet  to a point  in the  North  Right-of-Way  line of said
Mid-Town Freeway;  thence South 49 Degrees 07 Minutes 34 Seconds West along said
Right-of-Way a distance of 152.94 feet to a point in the East  Right-of-Way line
of State Highway #10; thence Northerly along said Highway #10 Right-of-Way  line
which is a curve to the left  having a radius of 184.30 feet a distance of 13.76
feet to its point of tangency; thence North 3 Degrees 21 Minutes 02 Seconds West
along said Right-of-Way line and tangent to said curve a distance of 448.30 feet
to the point of a curve to the right  having a radius  of  691.80  feet;  thence
Northeasterly  along  said  curve a  distance  of  234.75  feet to its  point of
tangency;  thence  North 16  Degrees  05  Minutes  31  Seconds  East  along said
Right-of-Way  tangent a  distance  of 91.63  feet to the point of a curve to the
right  having  a  radius  of  166.0  feet;  thence   Northeasterly   along  said
Right-of-Way  curve a distance  of 210.96  feet to the point of tangency of said
curve;  thence  North 88 Degrees 54 Minutes 23 Seconds East along said tangent a
distance  of 29.44  feet to the point of  beginning,  all in Kansas  City,  Clay
County, Missouri.

                                                                     Page 1 of 1
                                                                       Exhibit A

                                       12
<PAGE>

                                    EXHIBIT B

                                  "Assignment"

                                 [Not Attached]






































                                                                     Page 1 of 1
                                                                       Exhibit B


<PAGE>

                                    EXHIBIT C

                                 "Bill of Sale"

                                 [Not Attached]






































                                                                     Page 1 of 1
                                                                       Exhibit C

<PAGE>

                                    EXHIBIT D

                                  "Assumption"

                                 [Not Attached]





































                                                                     Page 1 of 1
                                                                       Exhibit D


<PAGE>

                                 AMENDMENT NO. 1
                          TO REAL ESTATE SALE CONTRACT
--------------------------------------------------------------------------------

   THIS  AMENDMENT NO. 1 is to the Real Estate Sale Contract  executed by Seller
on March 10, 2000, (the  "Contract") by and between North Winn, L.P.  ("Seller")
and KelCor, Inc., or assigns ("Buyer").

   WHEREAS,  the Buyer and  Seller  entered  into the  Contract  which  Contract
provides for an Inspection Period (Section 4.2); and

   WHEREAS,  the  parties  desire  to amend the  Contract  to agree as to a date
certain for the expiration of the Inspection Period.

   NOW,  THEREFORE,  in consideration of the mutual promises and covenants,  the
adequacy  and  sufficiency  of which  are  acknowledged,  the  parties  agree as
follows:

      1) Inspection  Period.  The Inspection  Period as defined in the Contract,
         shall expire at 5:00 p.m. Central Time on May 23, 2000.  Section 4.2 of
         the Contract is amended to reflect such date certain.

      2) Effect. Except as hereby amended, all other terms and provisions of the
         Contract shall remain in full force and effect.

   IN WITNESS, WHEREOF, the parties do hereby execute this Amendment No. 1 as of
this 17th day of May, 2000.

SELLER:                                     NORTH WINN, L.P.,
                                            a Missouri limited partnership


Date: 5/17/00                               By:  /s/ Stephen E. Dickhut
                                                 Stephen Dickhut
                                            Its: General Partner

BUYER:                                      KELCOR, INC.,
                                            a Missouri Corporation


Date: 5/15/00                                By:  /s/ David L. Johnson

                                             Its: Vice President



<PAGE>
                  SECOND AMENDMENT TO REAL ESTATE SALE CONTRACT
--------------------------------------------------------------------------------

                             (North Winn Apartments)

   This  Second  Amendment  to Real Estate  Contract  (the "2nd  Amendment")  is
entered into as of the 30th day of May, 2000, by and between NORTH WINN, L.P., a
Missouri limited partnership ("Seller") and KELCOR, INC., a Missouri corporation
("Buyer").

   WHEREAS,  Buyer and Seller made and entered into a Real Estate Sale  Contract
dated March 10, 2000,  and also made and entered into an Amendment No. 1 to Real
Estate Sale Contract dated May 17, 2000  (collectively,  the "Contract").  Buyer
and Seller desire to further amend the Contract  pursuant to the terms set forth
below.  Capitalized  terms not otherwise  defined herein shall have the meanings
ascribed to them in the Contract.

   NOW, THEREFORE,  for valuable  consideration,  the receipt and sufficiency of
which are hereby acknowledged, the Contract is hereby amended as follows:

   1. Purchase  Price.  The Purchase Price for the Property shall be Two Million
Seven Hundred Twenty-Five Thousand and No/100 Dollars  ($2,725,000.00).  Section
2.1 of the Contract is hereby amended to reflect such Purchase Price.

   2.  Approval of Limited  Partner of Seller.  The  limited  partners of Seller
shall approve the terms and provisions of the Contract and this 2nd Amendment on
or before that date which shall be two (2) weeks from the date of  execution  of
this 2nd  Amendment.  Section 8.16 of the Contract is hereby  amended to reflect
such time period.

   3.  Counterparts.  This  Amendment may be executed in  counterparts,  each of
which when compiled together shall constitute one and the same original.

   All other terms and conditions of the Contract remain  unmodified and in full
force and effect.

   IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Amendment as
of the date written above.

Seller:                                     NORTH WINN, L.P.,
                                            a Missouri limited partnership


Date: 5/30/00                               By:/s/ Stephen E. Dickhut
                                               Stephen Dickhut
                                            Its: General Partner


                                       1
<PAGE>

Buyer:                                      KELCOR, INC.,
                                            a Missouri corporation


Date: 5/31/00                               By: /s/ David L. Johnson

                                            Its: Vice President


                                       2
<PAGE>