PURCHASE AND SALE AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS


     THIS  PURCHASE  AND SALE  AGREEMENT  AND JOINT  ESCROW  INSTRUCTIONS  (this
"Agreement")  dated for  reference  purposes only as of May 23, 2005, is made by
and  between  FF  PARK  LANE  ASSOCIATES,  L.P.,  a Texas  limited  partnership,
hereinafter  referred to as "Seller",  and MAXUS REALTY TRUST,  INC., a Missouri
corporation,  hereinafter referred to as "Purchaser", upon the terms, provisions
and conditions set forth herein. The date this Agreement is executed by the last
of Purchaser and Seller shall be the "Effective Date" hereof.

     IN CONSIDERATION of the mutual covenants and obligations of the parties set
forth in this Agreement, Seller and Purchaser hereby agree as follows:

1.   Purchase  and Sale.  Seller  agrees  to sell and  convey  to  Purchaser and
Purchaser  agrees to purchase  from Seller,  for the Purchase  Price (as defined
below), and on the terms and conditions set forth herein, the following:

     (a) Real  Property.  All that certain real property  located in the City of
Temple,  State of Texas,  having a property  address of 3007 Antelope  Trail, as
more particularly described in Exhibit A attached hereto (the "Real Property");

     (b)  Appurtenances.  All  rights,  privileges,  easements,   hereditaments,
tenements and  rights-of-way  appurtenant  to, or used in connection  with,  the
beneficial  use  and  enjoyment  of  the  Real  Property,   including,   without
limitation, all right, title and interest, if any, of Seller in and to all water
rights, open or proposed highways,  streets, roads, avenues, alleys,  easements,
strips,  gores or  rights-of-way  in, on,  across,  in front of,  contiguous to,
abutting, adjoining or otherwise benefiting the Real Property (collectively, the
"Appurtenances");

     (c)  Improvements.  All  improvements  and  fixtures  located  on the  Real
Property, excluding any fixtures owned by tenants or leased by Seller from third
parties,  but including all buildings and  structures  presently  located on the
Real Property and all apparatus,  equipment and  appliances  owned by Seller and
used in  connection  with the  operation  or  occupancy  of the  Real  Property,
including,  without limitation,  all appliances located in the common areas, all
heating and air conditioning systems, parking and recreational  facilities,  and
refrigeration,  ventilation  or trash  disposal  facilities  owned by Seller and
located on the Real Property (collectively, the "Improvements");

     (d) Personal  Property.  All of the right,  title and interest of Seller in
and to all  personal  property  owned by Seller and  located  on, in, or used in
connection  with,  the Real Property  and/or  Improvements,  including,  without
limitation,  the items  identified  and  described  on  Schedule  I to Exhibit C
attached hereto, except for those items owned by or leased from third parties as
noted (the "Inventory");

     (e) Intangible Property.  All of the right, title and interest of Seller in
and to all  intangible  personal  property  owned  by  Seller  and  used  in the
ownership, use and

                                       1
<PAGE>

operation  of the  Real  Property,  Improvements  and/or  Inventory,  including,
without  limitation,  the right to use any  trademark  and/or trade name used in
connection with the Real Property or Improvements,  all  transferable  licenses,
permits,  approvals,  applications  and warranties now in effect with respect to
the Real Property,  Improvements or Inventory; and all equipment leases, utility
contracts,security  or  maintenance  contracts and all other similar  agreements
including,  but not limited to, those listed on Schedule I to Exhibit E attached
hereto (collectively, the "Service Contracts"), and all other rights relating to
the   ownership,   use  and  operation  of  the  Property  (as  defined   below)
(collectively, the "Intangible Property"); and

     (f) Leases.  All right,  title and  interest of Seller in and to all leases
and other agreements to occupy the Real Property and/or the Improvements, or any
portion thereof (collectively, the "Leases"), including, without limitation, the
Leases  identified and described on the rent roll attached  hereto as Schedule I
to Exhibit G (the "Rent Roll").

     All of the items  described in Paragraphs 1 (a), (b), (c), (d), (e) and (f)
above shall hereinafter be collectively referred to as the "Property".

2.   Purchase  Price. Purchaser  agrees  to pay as the  purchase  price  for the
Property Four Million Seven Hundred Fifty Thousand Dollars  ($4,750,000.00) (the
"Purchase Price").

3.   Payment of Purchase  Price. The  Purchase  Price shall be paid to Seller by
Purchaser as follows:

     (a) Deposit.  Within two (2) business days of the Effective Date, Purchaser
shall  deliver,  by wire  transfer or bank or cashier's  check,  at  Purchaser's
election,  an amount equal to Fifty Thousand Dollars  ($50,000.00) (the "Initial
Deposit") to Chicago Title  Insurance  Company (the "Escrow  Holder") 2001 Bryan
Street,  Suite 1700,  Dallas, TX 75201,  Attn: Ed Stout,  phone: (214) 965-1693,
fax:  (214)  965-1623.  The proceeds of the Deposit (as defined  below) shall be
deposited and held by Escrow Holder as a deposit  against the Purchase  Price in
accordance  with the  terms  and  provisions  of this  Agreement,  and  shall be
credited  against the Purchase  Price if the  transaction  closes.  All interest
accruing on the Deposit shall be held for the account of Purchaser.  The Deposit
will become  non-refundable  to Purchaser,  except upon  Seller's  default or as
otherwise specifically provided herein, upon the expiration of the Due Diligence
Period (as defined in Paragraph 5 hereinbelow)  unless Purchaser has delivered a
Disapproval  Notice  pursuant to and in accordance  with Paragraph  5(c). If the
Closing  (defined  in  Paragraph  11(a)) does not occur,  the  Deposit  shall be
treated as provided in Paragraph 7 or 13, as applicable.

     (b) Loan  Assumption.  Subject to the  requirements  of Paragraph 6, at the
Closing,  Purchaser  shall  take  title to the  Property  subject  to the  first
mortgage loan (the  "Existing  Loan")  originally of Lehman  Brothers  Bank, FSB
("Lender"),  which has a balance of  approximately  $3,800,000.  Purchaser shall
replace and Seller shall receive credit for all existing escrows with the Lender
at  Closing.  Purchaser  shall pay all  costs,  fees and  expenses  incurred  in
connection with the assumption of the Existing Loan.

     (c) Additional Deposit. In the event the Purchaser approves the transaction
during the Due Diligence  Period,  within 24 hours of the  expiration of the Due
Diligence  Period  or  earlier  acceptance  of the  condition  of the  Property,
Purchaser  shall deposit an additional  amount equal to Fifty  Thousand  Dollars
($50,000.00)  (the  "Additional  Deposit",

                                       2
<PAGE>

which,  together  with the Initial  Deposit,  shall be referred to herein as the
Deposit)  which  shall be  non-refundable  to  Purchaser  except in the event of
Seller's default hereunder, or as otherwise expressly set forth herein.

     (d) Closing Payment.  The balance of the Purchase Price, as adjusted by the
application of the proceeds of the Deposit plus accrued  interest  thereon,  the
Existing Loan and by the prorations and credits specified herein,  shall be paid
in cash on the  Closing  Date (as  hereinafter  defined)  (the amount to be paid
under this subparagraph (d) being herein called the "Closing Payment").

4.   Title and Survey Matters.

     (a)  Delivery  of Survey and Title  Documents.  Seller  shall  deliver  the
following items to Purchaser within the time period set forth herein:

          (i) Survey.  On or prior to the Effective  Date,  Seller shall provide
     Purchaser  with a copy of the existing  survey of the  Property  ("Existing
     Survey") currently in the possession of Seller. Purchaser,  should it elect
     to or be  required  to do so,  will  order  and  pay for an  update  to the
     Existing Survey.

          (ii) Title.  On or prior to the Effective  Date,  Seller shall provide
     Purchaser  with a copy  of  the  title  report  ("Existing  Title  Report")
     currently in the possession of Seller. Within five (5) business days of the
     Effective  Date,  Seller shall deliver to Purchaser,  at Seller's sole cost
     and expense:

               (A) A  current  commitment  for  title  insurance  ("Commitment")
          covering the Property  issued by Chicago  Title (which  company,  also
          acting in its capacity as the Escrow Holder  hereunder,  is called the
          "Title Company");

               (B)  True,  correct,  and best  available  copies  of any and all
          instruments  referred to in the Commitment as constituting  exceptions
          or  restrictions  upon the  title of  Seller  (the  "Exceptions,"  and
          together  with the  Existing  Survey  and the  Commitment,  the "Title
          Documents").

     (b)  Title  and  Survey  Review;  Approval  Period.  Purchaser  shall  have
twenty-one  (21) days from the  Effective  Date (the "Title  Review  Period") to
review  the Title  Documents  and to  deliver in writing to Seller and the Title
Company its disapproval of the Title  Documents or portions  thereof and/or such
objections (the "Title  Objections") as Purchaser may have to anything contained
in the Title  Documents.  Purchaser's  failure  to timely  notify  Seller of its
disapproval  of  all  or  certain  of  the  Title  Documents  and/or  the  Title
Objections,  if any, within the Title Review Period shall constitute approval of
the  Title  Documents,  all  exceptions  and of the  condition  of  title to the
Property.  If Title  Objections are delivered to Seller and the Title Company by
Purchaser,  Seller shall have ten (10) days after receipt of  Purchaser's  Title
Objections to give Purchaser, with respect to each Title Objection, (i) evidence
satisfactory  to  Purchaser  of the removal of the Title  Objection  or that the
Title Objection will be removed or cured on or before the Closing Date (in which
event  such  cure or  removal  shall be a  condition  precedent  to  Purchaser's
obligation to proceed with the  Closing);  or (ii) notice that Seller elects not
to  remove  or cure  such  Title  Objection.  Seller's  failure  to  respond  to
Purchaser's  Title  Objections  within the time period set forth herein shall be
deemed an  election  by Seller not to remove or cure such Title

                                       3
<PAGE>

Objections.  If  Seller  elects  not to  remove  or cure  any  Title  Objection,
Purchaser  shall,  within five (5) days of Seller's  election,  either (i) waive
such Title  Objection  and proceed  with the  Closing,  or (ii)  terminate  this
Agreement  by  written  notice  to Seller in which  event  the  Deposit  will be
released to Purchaser in accordance with Paragraph 7 hereof. Purchaser's failure
to deliver  written  notice of  termination to Seller within the time period set
forth above will be deemed to be a waiver of the Title  Objections  and election
to proceed with the Closing.

     (c) Conditions of Title.  At the Closing,  Seller shall convey to Purchaser
fee  simple  title  insurable  at  standard  rates  to  the  Real  Property  and
Improvements  by good and  sufficient  Deed (as defined in Paragraph  11(d)(i)),
subject to no exceptions other than those title exceptions  permitted herein, or
as may be approved by  Purchaser,  provided,  however:  (a) any  exception as to
taxes shall be limited to taxes for the current year and  subsequent  years that
are not yet due and  payable,  and (b) any  exception  for  rights of tenants in
possession  of the  Property  shall be  limited  to the  rights  of  tenants  in
possession  of the  Property  as  shown  on  the  Rent  Roll,  as  tenants  only
(collectively, the "Permitted Exceptions").

     (d) Title Policy. Close of Escrow shall be conditioned upon the willingness
of the Title Company to issue,  upon payment of its normal  premium,  a Standard
Coverage Owner's Policy of Title Insurance, together with such extended coverage
and  endorsements  thereto as may be requested by Purchaser,  with full coverage
against  mechanics' and materialmen's  liens and without exclusion from coverage
for  creditors'  rights or bankruptcy,  insuring  Purchaser in the amount of the
Purchase  Price that fee simple title to the Real Property and  Improvements  is
vested in Purchaser, subject only to the Permitted Exceptions (collectively, the
"Title Policy").  Purchaser,  at its election, may pay the additional premium to
obtain an ALTA Extended Coverage Owner's Policy.

5.   Due Diligence; Other Conditions Precedent to Agreement.

     (a) Due Diligence Information.  Seller and Purchaser agree that Purchaser's
obligation to proceed with the Closing is subject to  satisfaction,  approval or
waiver  by  Purchaser,  in its sole and  absolute  discretion,  of all  matters,
including,  but not limited to those  pertaining  to the  physical,  structural,
environmental,  financial,  economic or zoning  conditions  with  respect to the
Property,  in accordance with this Paragraph 5, on or before 5 p.m. Pacific Time
on the date  which is twenty one (21) days  after the  Effective  Date (the "Due
Diligence  Period").   Purchaser  acknowledges  that  Seller  has  delivered  to
Purchaser,  on or prior to the Effective  Date, the following  items in Seller's
possession (the "Due Diligence Items"):

          (i) Historical,  financial and/or operating  statements for the period
     of Seller's  ownership of the  Property  and current  real and/or  personal
     property tax  statements  for the Property  (collectively,  the  "Financial
     Statements");

          (ii) A list of the  Inventory  owned by Seller and used in  connection
     with the  ownership,  operation and use of the Property to the extent to be
     conveyed to Purchaser hereunder;

          (iii) A current  Rent Roll,  to be updated and  certified by Seller as
     true and correct at  Closing,  which shall  indicate  with  respect to each
     Lease the leased premises, the

                                       4
<PAGE>

tenant,  rent,  lease term,  security  deposit  reconciliation  and  outstanding
delinquencies, defaults or prepayments (if any);

          (iv) All environmental, soils or other studies or reports with respect
     to  the  environmental  condition  of  the  Property,   including,  without
     limitation,  any Phase I Environmental  Site Assessment reports that are in
     the  possession of Seller;  and any building  plans and  specifications  in
     Seller's possession;

          (v)  Any  building  permits  or  certificates  of  occupancy  for  the
     Improvements in the possession of Seller;

          (vi) All engineering reports, building and mechanical inspections made
     during  Seller's  ownership of the Property  that are in the  possession of
     Seller;

          (vii) All current Service  Contracts and other contracts or agreements
     relating to the ownership,  operation and  maintenance of the Property that
     are in the possession or control of Seller.  Purchaser  shall notify Seller
     in writing prior to the expiration of the Due Diligence Period if Purchaser
     will require any Service  Contracts to be cancelled at or prior to Closing.
     If Purchaser  fails to provide  such written  notice to Seller prior to the
     expiration of the Due Diligence  Period,  then Purchaser shall be deemed to
     have  approved  all Service  Contracts  in place at the  Property  and will
     assume  all  Service  Contracts  at  Closing.  Seller  shall  be  under  no
     obligation  to cancel or  terminate  any  Service  Contracts  which are not
     cancelable, by their terms, on notice and without the payment of money;

          (viii) Copies of all  non-residential  Leases  affecting the Property,
     and of the standard form of residential  lease used in the operation of the
     Property;

          (ix)  Loan  documents  for  the  Existing  Loan  (the  "Existing  Loan
     Documents"); and

          (x) Seller shall make all tenant  leases,  tenant  correspondence  and
     other leasing-related documentation,  including, without limitation, tenant
     profiles or surveys  (collectively  the "Lease  Documents"),  available  to
     Purchaser at the Property  upon  reasonable  prior notice and during normal
     business hours throughout the Due Diligence Period.

All of the foregoing items described in this Paragraph 5(a) shall be hereinafter
collectively referred to as the "Due Diligence Items."

     (b)  Entry;  Inspection.  During the Due  Diligence  Period,  Seller  shall
provide Purchaser with reasonable access to the Property, in accordance with the
terms and conditions of this  Paragraph  5(b), in order for Purchaser to conduct
such  inspections,  tests and  studies as  Purchaser  may elect of the  physical
condition of the Property, including, without limitation, inspection and testing
for  the  presence  of  hazardous  materials,  and for  structural,  mechanical,
seismic,  electrical  and other  physical and  environmental  conditions  and/or
characteristics  of the Property.  Such access,  inspections,  tests and studies
shall be permitted and conducted on the following terms and conditions:

          (i) Purchaser shall pay for all inspections, tests and studies ordered
     by

                                       5
<PAGE>

Purchaser  and  provide   Seller  with  copies  of  the  findings  of  any  such
inspections, tests and studies.

          (ii)  In  connection  with  any  entry  by  Purchaser  or its  agents,
     employees or  contractors  onto the Property,  Purchaser  shall give Seller
     reasonable  advance  notice of such entry and shall  conduct such entry and
     any inspections in connection therewith so as to minimize interference with
     Seller's business on, and Seller's tenants' occupancy of, the Property.

          (iii)  Purchaser  shall  indemnify  and hold Seller  harmless from and
     against  all  costs,  expenses,  damages,  liabilities,  liens  or  claims,
     including,  without limitation,  attorneys' fees and court costs,  directly
     related to any entry on the Property by Purchaser, its agents, employees or
     contractors in the course of performing inspections, tests and/or inquiries
     provided for under this Agreement,  or resulting from any conditions on the
     Property  created by  Purchaser's  entry and testing (but not including any
     claims resulting from the discovery or disclosure of pre-existing  physical
     or   environmental   conditions  or  the   non-negligent   aggravation   of
     pre-existing  physical or  environmental  conditions on, in, under or about
     the Property).  The foregoing  indemnity  shall survive the Closing Date or
     earlier termination of this Agreement for a period of nine (9) months.

     (c) Due Diligence Review; Approval.  Purchaser shall promptly commence, and
shall diligently and in good faith pursue,  its due diligence  reviews hereunder
within  the  Due  Diligence  Period.  If,  prior  to the  expiration  of the Due
Diligence Period, based upon such review,  examination or inspection,  Purchaser
determines  in its sole and  absolute  discretion  that it no longer  intends to
acquire the  Property,  then  Purchaser  shall  promptly  notify  Seller of such
determination in writing  ("Disapproval  Notice") whereupon this Agreement,  and
the  obligations  of the parties to purchase  and sell the  Property  hereunder,
shall terminate.  If Purchaser fails to deliver the Disapproval Notice to Seller
on or before the  expiration of the Due  Diligence  Period,  Purchaser  shall be
deemed to have  approved of all of the foregoing  matters,  the Deposit shall be
non-refundable  to  Purchaser,  except in the event of  Seller's  default  or as
otherwise specifically provided herein, and the transaction shall proceed to the
Closing.  In the event Purchaser sends Seller the Disapproval Notice on or prior
to the expiration of the Due Diligence  Period,  this Agreement  shall terminate
and the Deposit shall be released to Purchaser in accordance with the provisions
of Paragraph 7 hereof.

     (d) Other  Purchaser  Conditions  Precedent.  In  addition  to  Purchaser's
approval  of its due  diligence  reviews as provided  in  Paragraph  5(c) above,
Seller and  Purchaser  agree that  Purchaser's  obligation  to proceed  with the
Closing is subject to the  satisfaction  or waiver by Purchaser of the following
conditions at or prior to the Closing:

          (i) Seller  shall have  delivered  those items  described in Paragraph
     11(d) hereof as provided in this Agreement;

          (ii) Title Company shall be  irrevocably  committed to issue the Title
     Policy pursuant to Paragraph 4 hereof; and

          (iii)  Each  representation  and  warranty  made  by  Seller  in  this
     Agreement shall be true,  accurate and complete in all material respects as
     of the Closing Date.

                                       6
<PAGE>

     (e) Seller's Conditions  Precedent.  In addition to all other conditions to
Seller's obligations in this Agreement, Seller and Purchaser agree that Seller's
obligation to proceed with the Closing is subject to the  satisfaction or waiver
by Seller of the following conditions at or prior to the Closing:

          (i) Purchaser shall have deposited the Closing Payment into escrow;

          (ii) Purchaser shall have delivered those items described in Paragraph
     11(e) hereof as provided in this Agreement; and

          (iii) Each  representation  and  warranty  made by  Purchaser  in this
     Agreement shall be true,  accurate and complete in all material respects of
     as of the Closing Date.

     (f) Waiver of Conditions Precedent.  The conditions set forth in Paragraphs
5(a), (b), (c) and (d) and 11(d) are for the exclusive  benefit of Purchaser and
the  conditions  set forth in  Paragraph  5(e) and  11(e) are for the  exclusive
benefit of Seller. If any of the conditions set forth in this Agreement have not
been  satisfied or waived  within the period  expressly  provided  herein,  this
Agreement may be terminated by written notice  delivered by the party benefiting
from such  condition to the other party,  in which event,  the Deposit  shall be
released to the  terminating  party in accordance  with Paragraph 7 hereof.  The
Closing  pursuant to this Agreement shall be deemed a waiver by Purchaser of all
unfulfilled  conditions hereunder benefiting Purchaser and a waiver by Seller of
all unfulfilled conditions hereunder benefiting Seller.

6. Loan Assumption Contingency.  Purchaser shall review the terms and conditions
of the Existing Loan  Documents and apply with the Lender for the  assumption of
the Existing Loan within two (2) weeks after the Effective Date. Purchaser shall
then  have  four (4)  months  ("Assumption  Approval  Period")  in which it will
proceed and  continue in good faith to obtain a written  conditional  commitment
from Lender for the  assumption of the Existing Loan by Purchaser with no change
in the terms and  conditions  of the Existing  Loan,  except such changes as are
acceptable to Purchaser in its reasonable  discretion  ("Assumption  Approval").
Seller shall reasonably  cooperate with Purchaser in connection with Purchaser's
efforts to obtain  Assumption  Approval.  If Lender fails to deliver  Assumption
Approval in the Assumption  Approval Period or denies Purchaser's  assumption of
the Existing Loan, for any reason other than (a) Purchaser's  failure to provide
Lender  with any  requested  information  in a timely  manner,  or (b)  Lender's
disapproval of Purchaser additional debt or equity financing as set forth below,
then this  Agreement  shall  terminate  and the  Deposit  shall be  released  to
Purchaser in accordance  with Paragraph 7 hereof.  Failure to obtain  Assumption
Approval does not include a denial based on Lender's  disapproval of Purchaser's
attempt to obtain additional debt or equity financing for the proposed purchase,
or Purchaser's failure to obtain such debt or equity financing.

                                       7
<PAGE>

7.   Termination  of Agreement. If this  Agreement is  terminated  pursuant to a
termination right expressly set forth herein,  then (a) within five (5) business
days following such  termination,  Purchaser  shall deliver to Seller all of the
Due Diligence Items and upon Seller's receipt of the Due Diligence Items and any
third  party  reports  ordered or  updated by  Purchaser,  Escrow  Holder  shall
immediately release to Purchaser the Deposit,  plus all interest earned thereon,
if any; (b) all documents deposited with the Escrow Holder by Purchaser shall be
returned to Purchaser,  and all documents deposited with Escrow Holder by Seller
shall be returned to Seller; (c) no Broker's Fee shall be payable to Broker; (d)
the parties shall equally share any cancellation  fee of the Escrow Holder,  and
(e) neither  party shall have any further  obligations  to the other  hereunder,
except for those obligations and indemnities which are expressly made to survive
the termination.

8.   Representations and Warranties.

     (a) Seller's Representations and Warranties. Seller represents and warrants
to Purchaser as follows:

          (i) To Seller's Actual Knowledge, the Rent Roll is true and correct in
     all material respects.

          (ii) To Seller's Actual  Knowledge,  as of the Effective Date,  Seller
     has received no notice from any  governmental  authority with  jurisdiction
     over the  Property of any current  violation  by the  Property of any laws,
     ordinances or  regulations  applicable  to the  Property,  and Seller is in
     compliance  with  any  past  notices  of  past  violations.   Seller  shall
     immediately  provide  Purchaser  with a copy of any such  notices  received
     after the Effective Date.

          (iii) To Seller's Actual  Knowledge,  there is no material  litigation
     pending or  threatened  against  Seller that arises out of the ownership of
     the Property that will not be disposed of prior to Closing.

          (iv) To Seller's Actual  Knowledge,  no condemnation or eminent domain
     proceedings are pending or threatened against the Property.

          (v) Seller is a limited partnership,  duly organized, validly existing
     and in good standing under the laws of the State of Texas.

          (vi) This  Agreement and all documents  executed by Seller that are to
     be  delivered  to  Purchaser  at the Close of Escrow are, or at the time of
     Close of Escrow will be, duly authorized, executed and delivered by Seller,
     and are,  or at the time of Close of  Escrow  will,  be  legal,  valid  and
     binding  obligations  of  Seller,  and do not,  and at the time of Close of
     Escrow,  will not, violate any provisions of any contract or judicial order
     to which Seller is a party or to which Seller is subject.

          (vii) All Due Diligence  Items  (including,  without  limitation,  the
     Leases and the Service  Contracts)  provided to Purchaser are true, correct
     and complete copies of such items. None of the Due Diligence Items provided
     to Purchaser has been amended or modified except as disclosed to Purchaser.

          (viii) There are no contracts or agreements relating to the ownership,

                                       8
<PAGE>

operation and  maintenance of the Property that will survive the Closing,  other
than the Service  Contracts that Purchaser elects, or is deemed to have elected,
to assume at Closing.

For the purposes of this  Agreement,  whenever  the phrase "to  Seller's  Actual
Knowledge" is used, then it shall be deemed to refer to the actual  knowledge of
Seller's asset manager and Seller's  property manager for the Property,  without
such person undertaking any investigation.

     (b) Purchaser's Representations and Warranties. Purchaser hereby represents
and warrants that:

          (i) Purchaser is a corporation,  duly organized,  validly existing and
     in good standing  under the laws of the state of its  formation,  with full
     right,  power and authority to take title to the Property and to enter into
     and otherwise perform and comply with the terms of this Agreement.

          (ii) This  Agreement and all documents  executed by Purchaser that are
     to be  delivered  to Seller at Close of Escrow are, or at the time of Close
     of Escrow will be, duly  authorized,  executed and  delivered by Purchaser.
     This  Agreement  and all  documents  executed by  Purchaser  that are to be
     delivered to Seller on the Closing Date are, or at Close of Escrow will be,
     legal,  valid and binding  obligations  of Purchaser and do not, and at the
     time of Close of Escrow will not, violate any provisions of any contract or
     judicial  order to which  Purchaser  is a party  or to which  Purchaser  is
     subject.

     (c)  Survival.  Any  cause  of  action  of a  party  for a  breach  of  the
representations and warranties  described in Paragraphs 8(a) and (b) above shall
survive  for a period of nine (9) months from the  Closing  Date (the  "Survival
Period"),  at which time such  representations  and warranties (and any cause of
action  resulting  from a breach  thereof  for which a claim has not been filed)
shall terminate.  The Survival Period shall only apply to those  representations
and  warranties  described  in  Paragraphs  8(a)  and  (b) and  where  elsewhere
expressly stated to apply in this Agreement.

9.  Seller's  Covenants.  Between the  Effective  Date and the  Closing  Date or
earlier termination of this Agreement, Seller covenants and agrees as follows:

     (a) Seller shall  continue to  maintain,  operate and lease the Property in
the same manner in which Seller is currently operating,  maintaining and leasing
the Property.

     (b) Seller shall  maintain all  casualty,  liability  and hazard  insurance
currently in force with respect to the Property.

     (c) Seller  shall not sell,  mortgage,  pledge,  hypothecate  or  otherwise
transfer or dispose of the Property or any interest therein or part thereof, nor
shall Seller  initiate,  consent to,  approve or otherwise  take any action with
respect to zoning or any other governmental  rules or regulations  applicable to
the Property.

     (d) At Closing,  Seller  shall cause all units  vacant as of seven (7) days
prior to the  Closing  Date to be  placed  in a rent  ready  condition.  As used
herein, the term rent ready condition shall mean in the condition that units are
typically  delivered  to new tenants at

                                       9
<PAGE>

the Property, broom clean and with all appliances operational.

10.  PROPERTY SOLD AS-IS.  (i)  Purchaser  hereby agrees that approval or deemed
approval  of the  Property  by  failure to deliver a  Disapproval  Notice  shall
constitute an acknowledgment  that Purchaser (a) has concluded whatever studies,
tests, and investigations  Purchaser desired to conduct relating to the Property
including,  without  limitation,  economic  reviews and  analyses,  soils tests,
engineering  analyses,  environmental  analyses and  analysis of any  applicable
records of the planning,  building,  public works or any other  governmental  or
quasi-governmental  organization  having  or  asserting  jurisdiction  over  the
Property;  (b) has  reviewed  and  read  (or has  elected  not to do so) and has
understood  all  instruments  affecting  the  Property  and/or  its value  which
Purchaser  deems  relevant,  including,  without  limiting the generality of the
foregoing, all documents referred to in the Commitment and all leases, operating
statements,  demographic  studies and market  analyses;  (c) and its consultants
have  made  all  such  independent  studies,  analyses  and  investigations,  as
Purchaser has deemed necessary, including, without limitation, those relating to
environmental matters and the leasing, occupancy and income of the Property; (d)
is relying solely on its own investigations as to the Property and its value and
is  assuming  the risk  that  adverse  physical,  economic  or other  conditions
(including,  without limitation,  adverse environmental  conditions  (including,
without limitation,  soils and groundwater  conditions) and status of compliance
with the requirements of the Americans With Disabilities Act of 1990 or the Fair
Housing  Act  of  1968,   as  amended)  may  not  have  been  revealed  by  such
investigation;  and (e) that Seller has given  Purchaser  every  opportunity  to
consider,  inspect and review to its satisfaction  the physical,  environmental,
economic and legal  condition of the Property and all files and  information  in
Seller's  possession  which  Purchaser  deems  material  to the  purchase of the
Property.

          (ii) Except as otherwise  expressly  provided in Paragraph 8(a) above,
     Seller disclaims the making of any  representations or warranties,  express
     or implied,  regarding  the Property or its value or matters  affecting the
     Property,  including,  without  limitation,  the physical  condition of the
     Property,  title to or the  boundaries of the Real  Property,  pest control
     matters,  soil  condition,   hazardous  waste,  toxic  substance  or  other
     environmental matters,  compliance with the Americans with Disabilities Act
     of 1990, Fair Housing Act of 1968 (as amended) or other  building,  health,
     safety,  land use and zoning laws,  regulations and orders,  structural and
     other   engineering   characteristics,   traffic  patterns  and  all  other
     information pertaining to the Property. Purchaser,  moreover,  acknowledges
     (i) that  Seller  did not  develop or  construct  the  Property,  (ii) that
     Purchaser has entered into this  Agreement with the intention of making and
     relying upon its own investigation of the physical, environmental, economic
     and legal condition of the Property and (iii) that Purchaser is not relying
     upon any representations and warranties,  other than those specifically set
     forth in Paragraph 8(a) above,  made by Seller or anyone acting or claiming
     to act on Seller's behalf  concerning the Property or its value.  Purchaser
     further  acknowledges  that it has not received from Seller any accounting,
     tax, legal, architectural, engineering, property management or other advice
     with respect to this  transaction  and is relying solely upon the advice of
     it's own  accounting,  tax,  legal,  architectural,  engineering,  property
     management and other advisors.  Purchaser agrees that the Property is to be
     sold to and  accepted by Purchaser  in its "AS IS"  condition  and WITH ALL
     FAULTS on the  Closing  Date and assumes  the risk that  adverse  physical,
     environmental,  economic or legal  conditions may not have been revealed by
     its investigation.

                                       10
<PAGE>

          (iii) Except with  respect to any claims  arising out of any breach of
     covenants, representations or warranties set forth in Paragraphs 8(a) and 9
     above,  Purchaser,  for itself and its agents,  affiliates,  successors and
     assigns,  hereby  releases  and  forever  discharges  Seller,  its  agents,
     partners,  affiliates,  successors  and  assigns  from any and all  rights,
     claims and  demands at law or in  equity,  whether  known or unknown at the
     time of this  Agreement,  which  Purchaser  has or may have in the  future,
     arising out of the physical, environmental,  economic or legal condition of
     the Property. Purchaser hereby specifically acknowledges that Purchaser has
     carefully  reviewed  this  subsection  and  discussed its import with legal
     counsel and that the  provisions of this  subsection are a material part of
     this Agreement.

         Purchaser's Initials:   /s/ JWA
                               ----------
11. Closing.

     (a) Close of Escrow.  The closing of the  purchase and sale of the Property
pursuant to this Agreement (the  "Closing")  shall take place through Escrow (as
defined below) at the office of the Escrow Holder twenty one (21) days after the
receipt of  Assumption  Approval or such other date as Purchaser  and Seller may
mutually  agree in writing  (the  "Closing  Date").  The Closing Date may not be
extended without the prior written approval of both Seller and Purchaser.

     (b) Intentionally Omitted.

     (c) Payment of the Purchase  Price.  The Purchase  Price shall be paid, and
all  documents   necessary  for  the  consummation  of  the  purchase  and  sale
transaction contemplated hereby shall be executed and delivered on or before the
Closing Date,  and Seller shall deliver  possession of the Property to Purchaser
on the Closing Date.

     (d) Seller's  Deliveries.  On  or before the  Closing  Date (or within such
timeframe as may be more specifically  provided below), Seller shall cause to be
delivered into Escrow (except as specifically noted) the following documents:

          (i) The Deed in the form of Exhibit B attached hereto duly executed by
     Seller  and  acknowledged,   conveying  to  Purchaser  the  Real  Property,
     Appurtenances and Improvements described in Exhibit A in fee simple;

          (ii) The Bill of Sale duly executed by Seller,  in the form of Exhibit
     C attached hereto;

          (iii) Two (2)  counterparts of the Assignment and Assumption of Leases
     duly executed by Seller,  assigning and conveying to Purchaser the Seller's
     interest  in, to and under the  Leases,  in the form of  Exhibit D attached
     hereto;

          (iv) Originals of all Leases (and all amendments  thereto, if any, and
     all records and  correspondence  relating  thereto) and Lease  Documents in
     Seller's possession or control covering the Property or any portion thereof
     (to be delivered  outside of Escrow),  together with a Certificate  of Rent
     Roll  dated as of the  Closing  Date,  in the form of  Exhibit  G  attached
     hereto;

                                       11
<PAGE>

          (v) Two (2) counterparts of the Assignment and Assumption of Contracts
     and  Intangibles  duly  executed  by Seller,  assigning  and  conveying  to
     Purchaser  Seller's  interest in, to and under the Service  Contracts to be
     continued by Purchaser  after the Closing and the Intangible  Property,  in
     the form attached hereto as Exhibit E;

          (vi) Originals or copies of all Service Contracts in the possession or
     control of Seller (to be  delivered  outside of Escrow) to be  continued by
     Purchaser after the Closing;

          (vii) A notice to tenants at the Property duly executed by Seller,  in
     the form attached hereto as Exhibit F;

          (viii) An  affidavit  sworn by an officer of Seller to the effect that
     Seller  is not a  "foreign  person"  as that  term is  defined  in  Section
     1445(f)(3) of the IRC;

          (ix)  Such   organization   and  formation   documents,   resolutions,
     authorizations,  certificates of incumbency, certificates of good standing,
     and other documentation with respect to Seller as Escrow Holder may require
     in order to cause the Closing to occur or as the Title  Company may require
     in order issue the Title Policy;

          (x) To the extent in the possession or control of Seller, all keys for
     the Property with identification of the lock to which each such key relates
     (to be delivered outside of Escrow);

          (xi) A closing  statement  prepared  in writing  by Escrow  Holder and
     approved in writing by Seller; and

          (xii) Any other documents,  instruments,  records,  correspondence  or
     agreements  called for hereunder  which have not previously been delivered,
     or which are reasonably required by Escrow Holder or otherwise to close the
     Escrow and consummate  the purchase of the Property in accordance  with the
     terms hereof.

     (e)  Purchaser  Deliveries.  On or before the Closing  Date (or within such
timeframe as may be more specifically provided below),  Purchaser shall cause to
be delivered into Escrow (except as specifically noted) the following documents:

          (i) The Closing Payment;

          (ii) Two (2)  counterparts  of the Assignment and Assumption of Leases
     duly executed by Purchaser, in the form of Exhibit D attached hereto;

          (iii)  Two  (2)  counterparts  of  the  Assignment  of  Contracts  and
     Intangibles  duly  executed by Purchaser,  in the form  attached  hereto as
     Exhibit E;

          (iv) Such  corporate,  partnership or other  organization or formation
     documents,   resolutions,   authorizations,   certificates  of  incumbency,
     certificates  of good  standing,  and other  documentation  with respect to
     Purchaser  as Escrow  Holder may  require in order to cause the  Closing to
     occur or as the  Title  Company  may  require  in order to issue  the Title
     Policy;

          (v) A closing  statement  prepared  by Escrow  Holder and  approved in

                                       12
<PAGE>


     writing by Purchaser; and

          (vi) Any other  documents,  instruments,  records,  correspondence  or
     agreements  called for hereunder  which have not previously been delivered,
     or which are reasonably required by Escrow Holder or otherwise to close the
     Escrow and consummate  the purchase of the Property in accordance  with the
     terms hereof.

     (f) Delivery of Title  Policy.  At the Close of Escrow,  the Title  Company
shall deliver to Purchaser the Title Policy in accordance with Paragraph 4(d).

     (g) Title Charges; Closing Fees and Costs. Seller shall pay the premium for
the Standard Coverage Owner's Title Policy.  Purchaser shall pay the incremental
premium cost of any extended  coverage and any  endorsements to the Title Policy
requested by  Purchaser.  Seller shall pay any  transfer  taxes,  sales taxes or
similar taxes.  Recording fees and all other costs and charges of the escrow for
the sale shall be split equally between Purchaser and Seller.

     (h) Prorations. Rents actually collected for the month in which the Closing
occurs, regardless of the timing of collection,  payments made under the Service
Contracts,  and real and personal  property taxes shall be prorated at the Close
of Escrow  effective as of the Closing  Date.  Purchaser  shall be entitled to a
credit  against the Purchase  Price for the total sum of all  security  deposits
paid to Seller by tenants under any Leases affecting the Property,  as disclosed
on the Rent Roll. If the Close of Escrow occurs before the tax rate is fixed for
the then current year, the apportionment of the taxes shall be upon the basis of
the tax rate for the preceding year applied to the latest assessed valuation but
any  difference  in ad  valorem  taxes  for the  year of sale  actually  paid by
Purchaser shall be adjusted between the parties upon receipt of written evidence
of the payment thereof,  provided such adjustment is completed within sixty (60)
days after the Closing.  Notwithstanding  the  foregoing,  Seller and  Purchaser
hereby  agree  that  if any of the  aforesaid  prorations,  other  than  the tax
proration,  cannot be calculated  accurately on the Closing Date,  then the same
shall be calculated using the most accurate  estimates  available on the Closing
Date and  re-calculated  once actual numbers are available,  provided,  however,
that any such  re-calculations must be completed and delivered in writing to the
party to be charged, within thirty (30) days after the Closing Date.

     (i) Delinquent  Rents. Any monies collected by Purchaser after Closing from
a tenant who is more than thirty (30) days  delinquent  in payment of rent as of
the  Closing  Date shall be applied in the  following  order of  priority,  with
respect to the applicable  lease:  (i) first,  to any rent then due to Purchaser
for the month in which the Closing occurs or any subsequent months; (ii) second,
to pay reasonable outside collection costs incurred by the party collecting such
rent; and (iii) third, to Seller to the extent of any rents delinquent as of the
Closing Date.

12.  Escrow Instructions.

     (a) Deposit of Purchase Agreement in Escrow.  Within two (2) days after the
Effective Date, the parties shall deposit an executed copy of this Agreement (or
a fully executed copy in counterparts)  with Escrow Holder,  and Purchaser shall
concurrently  therewith  place the Initial  Deposit with Escrow  Holder.  Escrow
Holder shall promptly  execute this Agreement upon receipt of this Agreement and
the Initial  Deposit and,

                                       13
<PAGE>


thereupon, escrow hereunder (the "Escrow") shall be established.  This Agreement
shall serve as the  instruction  to Escrow Holder to consummate the purchase and
sale  contemplated  hereunder.  Seller  and  Purchaser  agree  to  execute  such
additional  and   supplementary   escrow   instructions  as  may  be  reasonably
appropriate  to enable Escrow Holder to comply with the terms of this  Agreement
in the form of an amendment to this  Agreement.  The  transactions  contemplated
herein shall be consummated through Escrow. "Close of Escrow" shall occur on the
Closing Date.

     (b)  Conditions  to Close.  Escrow  Holder  shall  close the  Escrow on the
Closing Date by (i) causing the Deed to be recorded in the Recorder's  Office of
the county in which the  Property is located,  and (ii)  delivering  the Closing
Payment and the Deposit to Seller and the other funds and  documents as provided
in this Agreement, WHEN AND ONLY WHEN each of the following conditions have been
satisfied:

          (i) All funds and documents have been delivered to Escrow Holder; and

          (ii) Title Company is prepared to deliver the Title Policy.

     (c) Distribution of Funds and Documents.  Unless this Agreement  terminates
as provided herein, all funds received by Escrow Holder shall be, until Close of
Escrow, kept on deposit and invested. Interest accruing to such account prior to
the Close of Escrow shall be for the account of Purchaser.  Interest accruing on
all sums due  Seller  after  the  Close of Escrow  shall be for the  account  of
Seller.  All  disbursements  by Escrow Holder to Seller shall be made by federal
wire transfer in accordance with wiring instructions to be given by Seller prior
to the Closing Date. Upon Close of Escrow:

          (i) Escrow Holder shall  disburse the Closing  Payment and the Deposit
     to Seller.

          (ii) Escrow  Holder shall cause the  recorded  Deed to be delivered to
     Purchaser.

          (iii)  Escrow  Holder  shall  deliver all other items  deposited  into
     Escrow to the party entitled thereto or benefited thereby.

13.  Default.

     (a) Default by  Purchaser;  Limitation on  Liability;  Liquidated  Damages.
SELLER AND PURCHASER  EXPRESSLY  ACKNOWLEDGE  AND AGREE THAT IF CLOSING FAILS TO
OCCUR SOLELY AS THE RESULT OF A DEFAULT UNDER THIS  AGREEMENT BY PURCHASER,  AND
IF ALL OTHER  CONDITIONS TO SELLER'S  OBLIGATIONS  TO CONSUMMATE THE PURCHASE OF
THE PROPERTY TO BE SATISFIED AS OF THE DATE OF SUCH DEFAULT HAVE BEEN  SATISFIED
AT THE TIME OF SUCH  DEFAULT,  (i) SELLER WILL BE  MATERIALLY  DAMAGED,  (ii) IT
WOULD BE  EXTREMELY  DIFFICULT  AND  IMPRACTICABLE  AT THIS TIME TO ESTIMATE THE
AMOUNT OF SUCH  DAMAGE,  AND (iii) AFTER  NEGOTIATION,  THE PARTIES  HAVE AGREED
THAT,  CONSIDERING  ALL OF  THE  CIRCUMSTANCES  EXISTING  ON THE  DATE  OF  THIS
AGREEMENT,  THE AMOUNT OF THE  DEPOSIT IS A  REASONABLE  ESTIMATE OF THE DAMAGES
THAT SELLER WOULD INCUR IN SUCH EVENT.  ACCORDINGLY,  SELLER AND PURCHASER AGREE
THAT IN THE EVENT OF SUCH A DEFAULT BY

                                       14
<PAGE>

PURCHASER,  AND CONDITIONED ON ALL OTHER  CONDITIONS TO SELLER'S  OBLIGATIONS TO
CONSUMMATE  THE  PURCHASE OF THE  PROPERTY  BEING  FULFILLED AT THE TIME OF SUCH
DEFAULT,  THE DEPOSIT SHALL CONSTITUTE  LIQUIDATED DAMAGES FOR SUCH DEFAULT. THE
ESCROW  HOLDER IS HEREBY  INSTRUCTED  BY SELLER AND  PURCHASER  TO  DELIVER  THE
DEPOSIT  TO SELLER IN SUCH  EVENT,  AND  SELLER  SHALL  RETAIN  THE  DEPOSIT  AS
LIQUIDATED  DAMAGES.  SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND
EXCLUSIVE  REMEDY  FOR  PURCHASER'S  DEFAULT,  AND SHALL BE IN LIEU OF ANY OTHER
MONETARY  RELIEF OR ANY OTHER RELIEF TO WHICH  SELLER MAY  OTHERWISE BE ENTITLED
UNDER THIS  AGREEMENT  OR UNDER THE LAW, AND SELLER  HEREBY  WAIVES ANY RIGHT TO
SPECIFIC PERFORMANCE OR DAMAGES HEREUNDER,  EXCEPT THAT SELLER SHALL BE ENTITLED
TO  EXERCISE  ANY  RIGHTS OR  REMEDIES  IT MAY HAVE BY  VIRTUE OF ANY  INDEMNITY
CREATED OR GRANTED  HEREIN OR  ARISING  FROM  PURCHASER'S  GROSS  NEGLIGENCE  OR
WILLFUL MISCONDUCT.

BY PLACING ITS INITIALS BELOW, EACH PARTY SPECIFICALLY  CONFIRMS THE ACCURACY OF
THE  STATEMENTS  MADE  ABOVE  AND THE FACT THAT EACH  PARTY WAS  REPRESENTED  BY
COUNSEL WHO EXPLAINED,  AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF
THIS LIQUIDATED DAMAGES PROVISION.

INITIALS:         Seller:  /s/ GAF                Purchaser: /s/ JWA
                           -------                           -------

     (b) DEFAULT BY SELLER;  OTHER FAILURE TO CONSUMMATE  AGREEMENT.  IF CLOSING
FAILS TO OCCUR SOLELY AS A RESULT OF (i) A DEFAULT BY SELLER IN THE  PERFORMANCE
OF ITS  OBLIGATIONS  UNDER THIS  AGREEMENT,  OR (ii) THE  FAILURE OF A CONDITION
BENEFITING   PURCHASER  BECAUSE  SELLER  FRUSTRATED  SUCH  FULFILLMENT  BY  SOME
AFFIRMATIVE  ACT  OR  NEGLIGENT  OMISSION,   AND  IF  ALL  OTHER  CONDITIONS  TO
PURCHASER'S  OBLIGATIONS  TO CONSUMMATE THE SALE OF THE PROPERTY TO BE SATISFIED
AS OF THE DATE OF SUCH  DEFAULT OR FAILURE OF CONDITION  HAVE BEEN  SATISFIED AT
THE TIME OF SUCH  DEFAULT OR FAILURE,  THEN,  UPON NOTICE BY PURCHASER TO SELLER
AND ESCROW HOLDER TO THAT EFFECT,  PURCHASER  SHALL ELECT,  IN PURCHASER'S  SOLE
DISCRETION, TO EITHER (I) TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT (PLUS
ACCRUED  INTEREST) IN WHICH EVENT (A) SELLER SHALL PAY THE CANCELLATION  CHARGES
OF ESCROW  HOLDER,  (B) NO BROKER'S FEE SHALL BE EARNED,  AND (C) THIS AGREEMENT
SHALL  AUTOMATICALLY  TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT AND NEITHER
PARTY  SHALL  HAVE ANY  FURTHER  RIGHTS OR  OBLIGATIONS  HEREUNDER,  OTHER  THAN
PURSUANT TO ANY PROVISION  HEREOF WHICH  EXPRESSLY  SURVIVES THE  TERMINATION OF
THIS AGREEMENT; or (II) SUE FOR SPECIFIC PERFORMANCE.

INITIALS:         Seller:  /s/ GAF                Purchaser: /s/ JWA
                           -------                           -------

14.  Loss by Fire or Other Casualty; Condemnation.

     (a)  Casualty.  If,  prior to the  Closing  Date,  part of the  Property is
materially  damaged or destroyed by fire or other  casualty  loss,  Seller shall
restore the Property to its previous  condition as soon as reasonably  possible,
but,  in any event,  prior to the  Closing

                                       15
<PAGE>

Date. If Seller is unable to do so, without fault and  notwithstanding  Seller's
diligent,  good  faith  efforts,  Purchaser  shall have the option to either (x)
terminate this  Agreement by delivering  written notice of termination to Seller
on or prior to the Closing  Date,  in which case the Deposit will be released to
Purchaser  in  accordance  with  Paragraph  7 hereof,  or (y)  proceed  with the
purchase of the Property,  in which event at Closing  Purchaser  shall receive a
credit  against  the  Purchase  Price in the  amount of all  insurance  proceeds
collected  by  Seller as a result of any such  damage  or  destruction  (or such
proceeds  shall  be  assigned  to  Purchaser  if not then  collected),  plus any
insurance deductibles applicable to such damage or destruction,  less any monies
actually expended by Seller to repair any damage.

     (b) Condemnation. If any part of the Property is condemned prior to Closing
Date,  Seller shall promptly give Purchaser  written notice of such condemnation
and  Purchaser  shall have the option of either  applying  the  proceeds  of any
condemnation  award on a pro rata basis to reduce the  Purchase  Price  provided
herein, or declaring this Agreement  terminated by delivering  written notice of
termination  to Seller within five (5) days of  Purchaser's  receipt of Seller's
notice of condemnation,  in which case the Deposit will be released to Purchaser
in accordance with Paragraph 7 hereof.

15. Attorneys' Fees. Any signatory to this Agreement who is the prevailing party
in any legal proceeding  against any other signatory  brought in connection with
this Agreement or transaction  shall be  additionally  entitled to recover court
costs and reasonable attorney fees, and all other litigation expenses, including
deposition costs, travel and expert witness fees, from the non-prevailing party.

16.  Notices.  Any notice  required or permitted to be given or delivered  under
this Agreement  shall be in writing and (i) personally  delivered,  (ii) sent by
United States  registered or certified  mail,  postage  prepaid,  return receipt
requested,  (iii) sent by  Federal  Express  or  similar  nationally  recognized
overnight courier service,  or (iv) transmitted by facsimile.  Such notice shall
be deemed to have been  given or  delivered  upon the date of actual  receipt or
delivery (or refusal to accept delivery),  as evidenced by the notifying party's
receipt of written or electronic  confirmation  of such delivery or refusal,  if
received  by the party to be  notified  between  the hours of 8 a.m.  and 5 p.m.
Pacific  time on any business  day,  with  delivery  made after such hours to be
deemed received on the following  business day. For the purposes of notice,  the
addresses of the parties shall be as follows:

Purchaser:        Maxus Realty Trust, Inc.
                  104 Armour Road
                  North Kansas City, MO 64106
                  Attn:  Erik H. Lund
                  Phone:  (816) 303-4500
                  Fax:  (816) 221-1829
Copies to:        Robert B. Thomson
                  4324 Belleview, Suite 201
                  Kansas City, MO 64111
                  Phone:  (816) 421-2835
                  Fax:  (816) 531-6828

         Seller:           FF Park Lane Associates, L.P.
                           80 East Sir Francis Drake Boulevard, Suite 3B

                                       16
<PAGE>
                           Larkspur, California 94939
                           Attn:  Patti Harrison
                           Phone:  (415) 925-3100 - Ext 20
                           Fax:  (415) 925-3440

         Copies to:        Nancy Mauriello, APC
                           80 East Sir Francis Drake Boulevard, Suite 3B
                           Larkspur, California 94939
                           Attn: Nancy Mauriello, Esq.
                           Phone:  (415) 925-2150
                           Fax:  (415) 925-2152

or such other  address as either  party may from time to time specify in writing
delivered to the other in accordance with this Paragraph 16.

17.  Integration.  This Agreement  contains the complete  agreement  between the
parties and cannot be varied except by the written agreement of the parties. The
parties agree that there are no oral agreements, understandings, representations
or warranties that are not expressly set forth herein.

18.  Binding  Effect.  This  Agreement  shall be  binding  upon and inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
representatives, successors and assigns where permitted by this Agreement.

19. Assignment.  Purchaser may assign this Agreement and all rights hereunder on
prior written notice delivered to the Seller no later than one (1) week prior to
the  Closing  Date.  Any such  assignment  shall not  relieve  Purchaser  of any
liability under this Agreement from and after such assignment.

20.  1031  Exchange.  Seller  and/or  Purchaser  may wish to effect an  exchange
qualifying as a tax-free  exchange  under  Section 1031 of the Internal  Revenue
Code of 1986 (a "1031  Exchange"),  and if either  party,  at its option,  shall
elect to undertake a 1031 Exchange, the following terms shall apply:

     (a) The  exchanging  party,  at its  option,  may assign its rights in, and
delegate its duties (in part or in whole) under, this Agreement,  as well as the
transfer of its interest in the Property,  to a qualified  intermediary selected
by such party  ("Accommodator")  in a manner  consistent  with the provisions of
Treasury Regulations Section 1.1031(k)-1(g)(4), and the exchanging party may add
the Accommodator as an additional party to the escrow hereunder;

     (b) Accommodator shall have no liability to the  non-exchanging  party, and
the  non-exchanging  party  shall  release  Accommodator  from any claims by the
non-exchanging party in connection with the 1031 Exchange;

     (c) The  non-exchanging  party  agrees  to  reasonably  cooperate  with the
exchanging  party in connection with the 1031 Exchange,  including the execution
of documents (including,  but not limited to, escrow instructions and amendments
to escrow instructions) therefor;

                                       17
<PAGE>

     (d) The non-exchanging party shall in no way be obligated to pay any escrow
costs,  brokerage commissions,  title charges,  survey costs, recording costs or
other  charges  incurred  with  respect  to the other  party's  relinquished  or
replacement property, as applicable, in the 1031 Exchange;

     (e) The exchanging party's obligation to sell or purchase the Property,  as
applicable,  pursuant to this  Agreement  shall not be  contingent  or otherwise
subject to the consummation of the 1031 Exchange;

     (f) The Close of Escrow shall timely occur in accordance  with the terms of
this  Agreement and shall not be altered  notwithstanding  any failure,  for any
reason, of the consummation of the 1031 Exchange;

     (g) The  non-exchanging  party shall have no responsibility or liability on
account of the 1031 Exchange to any third party involved in the 1031 Exchange;

     (h)  The   non-exchanging   party   shall  not  be  required  to  make  any
representations or warranties, nor assume any obligations,  nor spend any funds,
in connection with the 1031 Exchange, other than such party's attorneys' fees in
connection  with  the  review  and  approval  of  customary   documentation  and
settlement  statements in connection with the 1031 Exchange as it relates to the
Property;

     (i)  All   representations,   warranties,   covenants  and  indemnification
obligations  of the parties to one another,  whether set forth in this Agreement
or  otherwise  existing  at law or at equity,  shall not be affected by the 1031
Exchange; and

     (j) The  exchanging  party shall  indemnify,  protect,  defend and hold the
non-exchanging  party  harmless  from and  against any and all causes of action,
claims, demands,  liabilities,  costs and expenses,  including actual attorneys'
fees and costs except as provided in (h) above,  incurred by the  non-exchanging
party in  connection  with any third party claims which may arise as a result of
or in connection with the 1031 Exchange.

21.  Governing  Law. This Agreement  shall be construed  under and in accordance
with the laws of the state in which the Property is located.

22.  Severability.  In case any one or more of the provisions  contained in this
Agreement shall for any reason be held to be invalid,  illegal, or unenforceable
in any respect,  such  invalidity,  illegality,  or  unenforceability  shall not
affect any other  provision  hereof and this Agreement  shall be construed as if
such invalid,  illegal,  or  unenforceable  provision  had never been  contained
herein.

23.  Exhibits.  All exhibits  attached  hereto are  incorporated  herein by this
reference.

24.  Time. Time is of the essence.

25.  Date of  Performance.  If the date for  performance  of any act under  this
Agreement  falls on a  Saturday,  Sunday or federal  holiday,  the date for such
performance shall automatically be extended to the first succeeding business day
that is not a Saturday, Sunday or federal holiday.

                                       18
<PAGE>

26. Legally Binding.  This is intended to be a legally binding  agreement.  This
Agreement  constitutes the entire  agreement  between the parties and their real
estate agents, there being no oral contracts,  representations,  conditions,  or
warranties, express or implied, in addition to this Agreement.

27.  Waiver.  No waiver by  Purchaser or Seller of a breach of any of the terms,
covenants and conditions of this Agreement by the other party shall be construed
or held to be a waiver of any succeeding or preceding  breach of the same or any
other term, covenant or condition herein contained.  No waiver of any default by
Purchaser  or Seller  hereunder  shall be implied from any omission by the other
party to take any action on account of such default if such default  persists or
is  repeated,  and no  express  waiver  shall  affect a  default  other  than as
specified in such waiver.

28.  Lead-Based Paint  Disclosure.  If the Improvements or any part thereof were
built  prior to 1978,  the  "Lead-Based  Paint  Disclosure  Addendum to Purchase
Agreement" attached hereto as Exhibit H is incorporated herein by this reference
and shall be completed by Seller and Purchaser.

29.  Intentionally Omitted.

30.  Confidentiality.  Seller  and  Purchaser  agree to keep  the  terms of this
Agreement confidential and not make any public announcements or disclosures with
respect to the subject  matter hereof  without the prior written  consent of the
other party.

31.  Further Instruments.  Each party will, whenever and as often as it shall be
requested so to do by the other, cause to be executed, acknowledged or delivered
any and all such  further  instruments  and  documents  as may be  necessary  or
proper, in the reasonable opinion of the requesting party, in order to carry out
the intent and purpose of this Agreement.

32.  Counterparts. This Agreement may be executed in any number of counterparts,
provided each of the parties hereto executed at least one counterpart; each such
counterpart  hereof shall be deemed to be an original  instrument,  but all such
counterparts together shall constitute but one agreement.

33.  Brokers.  Seller  shall pay a  broker's  fee in the  amount of two  percent
(2.00%) of the  Purchase  Price to Cushman & Wakefield  by  separate  agreement.
Other  than as set  forth  in this  Paragraph  33,  Seller  and  Purchaser  each
represent  and  warrant  to the  other  that  no  other  real  estate  brokerage
commission  is  payable  to any  persons  or  entities  in  connection  with the
transaction  contemplated  hereby,  and each agrees to and does hereby indemnify
and hold the other harmless  against the payment of any commission to any person
or  organization  claiming  by,  through  or  under  Seller  or  Purchaser,   as
applicable.   This   indemnification   shall  extend  to  any  and  all  claims,
liabilities,  costs  and  expenses  (including  reasonable  attorneys'  fees and
litigation  costs)  arising  as a result of such  claims and shall  survive  the
Closing.   This  Paragraph  33  shall  expressly  survive  any  Closing  or  any
termination of this Agreement.

34.  Waiver of Trial by Jury.  Purchaser  and  Seller,  to the  extent  they may
legally do so, hereby  expressly waive any and all right to trial by jury of any
claim,  demand,  action,  cause of action,  or proceeding  arising under or with
respect  to this  Agreement,  or in any

                                       19
<PAGE>

way  connected  with, or related to,  incidental  to, the dealing of the parties
hereto with respect to this  Agreement  or the  transactions  related  hereto or
thereto,   in  each  case  whether  now  existing  or  hereafter  arising,   and
irrespective of whether sounding in contract,  tort, or otherwise. To the extent
they may legally do so, Seller and  Purchaser  hereby agree that any such claim,
demand,  action, cause of action or proceeding shall be decided by a court trial
without a jury and that any party hereto may file an original  counterpart  or a
copy of this paragraph with any court as written  evidence of the consent of the
other party or parties hereto to waiver of its or their right to trial by jury.


                     [signatures commence on following page]





                                       20
<PAGE>



     IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the
Effective Date.

                  EXECUTED by Purchaser on June 14, 2005.
                                           -------

                                            PURCHASER:
                                            Maxus Realty Trust, Inc.,
                                            a Missouri corporation


                                            By: /s/ John W. Alvey
                                                --------------------------------
                                                Name:  John W. Alvey
                                                       -------------------------
                                                Title: V.P.
                                                       -------------------------

                  EXECUTED by Seller on May 27, 2005
                                        ------

                                            SELLER:
                                            FF Park Lane Associates, L.P.,
                                            a Texas limited partnership
                                            By its General Partner:
                                            GAF Park Lane, Inc.
                                            a Texas corporation


                                            By: /s/ Gregory A. Fowler
                                               ---------------------------------
                                                 Gregory A. Fowler, President






                                       21
<PAGE>





                        RECEIPT OF DEPOSIT ACKNOWLEDGMENT
                        ---------------------------------

     Title Company  acknowledges receipt of the earnest money Initial Deposit in
the  amount of  $50,000.00  and in the form of a check on this 17th day of June,
2005

                                    CHICAGO TITLE INSURANCE COMPANY


                                    By: /s/ Shannon Bright
                                       -----------------------------------------
                                    Name:   Shannon Bright
                                            ------------------------------------
                                    Title:  Escrow Officer
                                            ------------------------------------

<PAGE>


                         ESCROW HOLDER'S ACKNOWLEDGMENT
                         ------------------------------

     The undersigned  hereby executes this Agreement to evidence its contract to
act as Escrow Holder in accordance with the terms of this Agreement.

Date: June 17, 2005                  CHICAGO TITLE INSURANCE COMPANY
          ----


                                     By: /s/ Shannon Bright
                                        ----------------------------------------
                                    Name:   Shannon Bright
                                            ------------------------------------
                                    Title:  Escrow Officer
                                            ------------------------------------

<PAGE>


                             BROKER'S ACKNOWLEDGMENT


                  Broker, or Broker's Agent, has executed this Agreement for the
purpose of evidencing its contract to the terms of Paragraph 33 of this
Agreement. No consent by Broker shall be required to amend any other term of
this Agreement.

Date: May     , 2005
         ----


                                    BROKER: Cushman & Wakefield


                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

<PAGE>


[EXHIBITS  AND  SCHEDULES  HAVE BEEN  OMITTED,  BUT ARE  AVAILABLE  UPON WRITTEN
REQUEST TO MAXUS REALTY TRUST, INC.]