AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT


     This Amendment No. 1 to Purchase and Sale Agreement  ("Amendment")  is made
as of the 13th day of July, 2004 between 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").

                                    Recitals

     A. Seller and Buyer entered into that certain  Purchase and Sale  Agreement
(the "Agreement") dated as of June 16, 2004. The Agreement provides, among other
things,  for a Due Diligence Period (as defined in the Agreement) that (pursuant
to letter agreement among the parties) currently expires July 15, 2004.

     B. Buyer has requested that Seller deliver a commitment for title insurance
(the  "Commitment") for the Properties (as defined in the Agreement).  Buyer has
requested  an  extension of the Due  Diligence  Period to review the  Commitment
pursuant  to  Section  11 of the  Agreement.  Seller  has  requested  that Buyer
otherwise  affirm that it will not deliver a Due  Diligence  Termination  Notice
other than on account of any encumbrance, lien or exception on the Real Property
that requires corrective or curative action.

     C. Seller and Buyer each are  agreeable to such  amendments  subject to the
terms and conditions of this Amendment.

     NOW,  THEREFORE,  in consideration of these premises,  the mutual covenants
hereinafter  contained,  and for  other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1. Due Diligence  Termination.  Except as otherwise provided herein,  Buyer
has reviewed the  Property and is satisfied  with the  condition of the Property
and therefore the Due Diligence Period has terminated  without delivery of a Due
Diligence  Termination  Notice,  subject  to the  remainder  of this  paragraph.
Notwithstanding  the foregoing,  the Deposit (including the Additional  Deposit,
when  delivered)  shall  remain  refundable  and Buyer shall not be obligated to
purchase the  Property  unless and until such time as the  following  each shall
have  occurred:  (a) Buyer  shall  have  received  the  Commitment;  (b) two (2)
business days shall have passed after  Buyer's  receipt of the  Commitment  (the
"Commitment  Deadline")  and (c)(i) prior to the  expiration  of the  Commitment
Deadline,   Buyer  shall  not  have  delivered   written  notice  of  any  title
encumbrance,  lien or exception (any, a "Title Issue") on the Real Property that
requires  corrective  or  curative  action  pursuant  to  Section  11(d)  of the
Agreement  (a "Title  Issue  Notice"),  or (ii) if Buyer shall have  delivered a
Title Issue Notice prior to the  expiration of the Commitment  Deadline,  Seller
shall  have  removed  the Title  Issue or  procured  a Closing  Title

                                       1
<PAGE>

Policy in accordance  with Section  11(d) of the Agreement (it being  understood
and agreed by the parties  that if Seller  shall not have done so in  accordance
with Section  11(d) of the Agreement  then the  remaining  provisions of Section
11(d) shall apply with respect to the parties' rights  andobligations  under the
Agreement as amended by this Amendment).  Without limiting the foregoing,  Buyer
shall deliver the Additional Deposit not later than July 22, 2004.

     2.  Capitalized  Terms.  Capitalized  terms used in this  Amendment and not
expressly  defined in this Amendment shall have the meanings as ascribed to them
in the Agreement.

     3. Effect of Amendment. Except as otherwise expressly provided herein, this
Amendment shall not, by implication or otherwise,  limit,  impair,  constitute a
waiver of, or otherwise  affect the rights and remedies of the parties under the
Agreement,  nor  alter,  modify,  amend or in any way  affect  any of the terms,
conditions, obligations, covenants or agreements contained in the Agreement, all
of which are ratified  and  affirmed in all respects and shall  continue in full
force and effect.  All  references to the Agreement in this  Amendment or in any
other  instrument,  agreement or document shall  hereafter be deemed to refer to
the  Agreement as amended by this  Amendment.  Without  limiting  the  preceding
sentences of this  paragraph,  TIME IS OF THE ESSENCE in the  performance of the
Agreement. This Amendment is not intended to be a novation.

     4.  Execution by  Facsimile.  Execution  and delivery of this  Amendment by
facsimile   signature  is   effective.   This   Amendment  may  be  executed  in
counterparts, each of which shall be deemed an original.

                   [remainder of page deliberately left blank]



                                       2
<PAGE>


       [signature page to Amendment No. 1 to Purchase and Sale Agreement]

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment 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/ Gary Eisenberg
                                                       -------------------------
                                                       Name: Gary Eisenberg
                                                       Its: Authorized Signatory

Signed, Sealed and Delivered                        SELLER:
in the Presence of:                                 LB 100 WAVERLY DRIVE LLC

By: /s/ Gabriella Rivera                            By: /s/ Gary Eisenberg
   -------------------------                           -------------------------
   Name: Gabriella Rivera                              Name: Gary Eisenberg
   Its:  Assistant to                                  Its: Authorized Signatory
         Gary F. Eisenberg, Esq.





                                       3