10060

                         ASSIGNMENT OF LEASES AND RENTS

      THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment"),  dated as of July
15,  1994,  is  made  by  BLUE  VALLEY  BUILDING  CORP.,  a  Kansas  corporation
("Borrower"), with an address at P.O. Box 26128, Overland Park, Kansas 66225, to
and in  favor of  BUSINESS  MEN'S  ASSURANCE  COMPANY  OF  AMERICA,  a  Missouri
corporation  ("Lender"),  with  an  address  at c/o  Charter  American  Mortgage
Company, 2001 Shawnee Mission Parkway, Mission Hills, Kansas 66205.

                                    RECITALS

      (A)  Lender  has  agreed  to  make a loan to  Borrower  in the  amount  of
$2,500,000.00  (the "Loan"),  which will be evidenced by that certain Promissory
Note of even date herewith (the "Note")  executed by Borrower in favor of Lender
in the amount of the Loan and bearing  interest  and being  payable as set forth
therein.

      (B)  The  Loan  will be  secured,  in  part,  by  that  certain  Mortgage,
Assignment of Leases and Rents, Security Agreement and Financing Statement dated
as of the  date of the  Note  (the  "Mortgage")  between  Borrower  and  Lender,
encumbering  the Mortgaged  Estate,  including the Land  described on Exhibit A,
attached hereto and  incorporated  herein,  and the other Loan Documents,  which
term includes this Assignment.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower hereby agrees as follows:

     1.   Definitions.  Capitalized  terms used herein shall have the respective
meanings given them in the Mortgage,  unless otherwise defined herein.  The term
"including" shall mean "including, without limitation."

     2.   Assignment.  (a) To further secure the Secured  Obligations,  Borrower
hereby  assigns,  transfers,  conveys and sets over to Lender all of  Borrower's
estate, right, title and interest in, to and under all leases,  whether existing
on the  date  hereof  or  hereafter  entered  into  (including  any  extensions,
modifications or amendments thereto) relating to the Mortgaged Estate, including
the leases,  tenancies and other  occupancy  agreements  described on Exhibit B,
attached  hereto and  incorporated  herein  (the  "Leases"),  together  with all
rights,  powers,  privileges,  options  and other  benefits  of  Borrower as the
landlord under the Leases  regarding the current  tenants and any future tenants
(the "Tenants",  and each a "Tenant"),  and also together with all guarantees of
the  Tenants'  performance  and  payment  under the  Leases,  and all the rents,
charges, issues,  royalties,  revenues,  profits, and income under the Leases or
from the Mortgaged Estate (collectively,  the "Rents"), including those now due,
past due or to become due.

      (b) This Assignment is a present,  absolute and unconditional  assignment,
and is not a  contingent  assignment.  The rights of Lender in and to the Leases
and Rents  are not  dependent  upon the  absence  or  occurrence  of any  event.
Notwithstanding  the  foregoing,  however,  so long as no "Event of Default" (as
defined herein) has occurred, Borrower shall have a revocable license to possess
and control  the  Mortgaged  Estate and collect and receive all Rents.  Upon the
occurrence of an Event of Default, such license shall automatically be deemed to
be revoked by Lender.
<PAGE>

     3.  Agreements of Borrower.  Borrower hereby agrees as follows:

     (a)  Upon the  occurrence  of an Event  of  Default,  Borrower  irrevocably
appoints Lender its true and lawful attorney-in-fact, at the option of Lender at
any time and from time to time, to take  possession and control of the Mortgaged
Estate, pursuant to Borrower's rights as lessor under the Leases, and to demand,
receive and enforce payment, to give receipts,  releases and satisfaction and to
sue, in the name of Borrower or Lender, for all Rents;

     (b)  If any of the Leases provide for a security deposit paid by the Tenant
thereunder  to Borrower,  this  Assignment  shall  transfer to the Lender all of
Borrower's right, title and interest in and to such security deposits; provided,
however,  that Borrower shall have the right to retain such security deposits so
long as no Event of Default shall have  occurred;  and provided,  further,  that
Lender shall have no obligation to any such Tenant with respect to such security
deposits  unless and until  Lender  comes into  actual  possession  and  accepts
control of such security deposits by notice to such Tenant;

     (c)  With  respect to any Lease or Leases of 7,500  square feet or more (in
the aggregate) to any single Tenant, Borrower shall not terminate any such Lease
(except  pursuant  to the  terms of such  Lease  upon a  default  by the  Tenant
thereunder), grant concessions or modify or amend any such Lease in any material
manner,  or consent to an  assignment or  subletting,  without the prior written
consent of Lender;

     (d) Borrower has not and shall not collect any Rent more than one (1) month
in advance of the date on which it becomes due under the terms of each Lease, or
discount  any future  accruing  Rent,  or waive any right of setoff  against any
Tenant under the Leases;

     (e)  Except with the prior written  consent of Lender,  Borrower  shall not
permit a  subordination  of any  Lease to any  mortgage,  deed of trust or other
encumbrance, or any other lease, now or hereafter affecting the Mortgaged Estate
or any part thereof, or permit the conversion of any Lease to a sublease;

     (f)  Borrower shall faithfully perform and discharge all obligations of the
landlord under the Leases, and shall give prompt written notice to Lender of any
notice of  Borrower's  default  received  from a Tenant or any other  person and
shall furnish Lender with a complete copy of said notice;

     (g) Upon the request of Lender, Borrower shall promptly provide to Lender a
true and correct copy of all existing Leases; and

     (h)  Nothing herein shall be construed to constitute Lender as a "mortgagee
in  possession"  in the  absence  of its  taking  of  actual  possession  of the
Mortgaged  Estate  pursuant  to the  powers  granted  herein,  or to impose  any
liability  or  obligation  on Lender  under or with respect to the Leases or the
Mortgaged  Estate.  Borrower shall  indemnify and hold Lender  harmless from and
against any and all liabilities,  losses and damages (including attorneys' fees)
that Lender may incur under the Leases or by reason of this  Assignment,  and of
and from any and all claims and demands  whatsoever that may be asserted against
Lender by reason of any alleged  obligations  to be performed or  discharged  by
Lender under the Leases or this Assignment.  Any Rent collected by Lender may be
applied by Lender in its discretion in satisfaction of any such liability, loss,
damage,  claim,  demand,  costs,  expense or fees.  Borrower shall appear in and
defend, at no cost to Lender,  any action or proceeding  arising under or in any
manner connected with the Leases. If requested by Lender, Borrower shall enforce
any Lease and all remedies  available to Borrower against the Tenant in the case
of default under such Lease by the Tenant thereunder.

                                       2
<PAGE>

     4.   Event of Default. The following  shall  constitute an Event of Default
hereunder: (i) the occurrence of an Event of Default under any Loan Document; or
(ii) if at any time any  representation  or  warranty  made by  Borrower in this
Assignment shall be or become materially  incorrect;  or (iii) the breach of any
agreement by Borrower under this Assignment.

     5.   Remedies  of Lender. (a) Upon the  occurrence  of an Event of Default,
Lender  shall  have  the  following  rights  and  remedies,  all  of  which  are
cumulative, in addition to all other rights and remedies provided under the Loan
Documents,  or any other  agreement  between  Borrower and Lender,  or otherwise
available at law or in equity or by statute:

          (i) Lender may, at any time without notice, either in person, by agent
     or by a  court-appointed  receiver,  regardless of the adequacy of Lender's
     security,  enter upon and take  possession  and  control  of the  Mortgaged
     Estate, or any part thereof,  to perform all acts necessary and appropriate
     to operate and maintain the Mortgaged Estate including, but not limited to,
     execute, cancel or modify the Leases, make repairs to the Mortgaged Estate,
     execute or terminate  contracts providing for the management or maintenance
     of the  Mortgaged  Estate,  all on such terms as are deemed best to protect
     the  security of this  Assignment,  in  Lender's  sole  discretion,  and in
     Lender's or Borrower's  name, sue for or otherwise  collect such Rents from
     the Mortgaged Estate as specified in this Assignment as the same become due
     and payable, including, but not limited to, Rents then due and unpaid; and

          (ii)  Lender  shall be deemed  to be the  creditor  of each  Tenant in
     respect of any assignments for the benefit of creditors and any bankruptcy,
     arrangement, reorganization, insolvency, dissolution, receivership or other
     debtor-relief  proceedings  affecting the Tenant (without obligation on the
     part of Lender,  however,  to file  timely  claims in such  proceedings  or
     otherwise pursue creditor's rights therein).

      (b) All  Rents  collected  subsequent  to the  occurrence  of any Event of
Default shall be applied at the  discretion  of, and in such order as determined
by,  Lender to the  costs,  if any,  of taking  possession  and  control  of and
managing the Mortgaged Estate and collecting such amounts, including, attorney's
fees,  receiver's fees,  premiums on receiver's  bonds,  costs of repairs to the
Mortgaged Estate, premiums on insurance policies,  taxes,  assessments and other
charges on the Mortgaged Estate,  and the costs of discharging any obligation or
liability of Borrower as lessor or landlord of the  Mortgaged  Estate and to the
Secured  Obligations.  Lender or the receiver shall have access to the books and
records used in the operation and maintenance of the Mortgaged  Estate and shall
be liable to account only for those Rents actually received. Lender shall not be
liable to Borrower,  anyone claiming under or through  Borrower or anyone having
an interest in the Mortgaged Estate by reason of anything done or left undone by
Lender hereunder.

     (c)  Lender  shall  have the right to  notify  all  Tenants  of an Event of
Default and to direct the  Tenants to  thereafter  pay all Rents to Lender,  and
Lender shall be entitled to receive the Rents without  appointment of a receiver
or other  court  action.  All  Tenants  and  guarantors  of  Leases  are  hereby
authorized  to rely upon and comply with any notice from Lender to begin  paying
the Rents to Lender,  and all such Rents paid to Lender shall be in satisfaction
of the Tenants'  obligations under the Leases,  and Borrower shall have no claim
against any Tenant for any such Rents paid to Lender pursuant to such notice.

      (d) If the Rents are not  sufficient to meet the costs,  if any, of taking
possession  and control of and managing the Mortgaged  Estate and collecting the
same,  any funds  expended  by Lender for such  purposes  shall  become  Secured
Obligations.

                                       3
<PAGE>

      (e) Any entering upon and taking  possession  and control of the Mortgaged
Estate by Lender or the receiver and any application of Rents as provided herein
shall not cure or waive any Event of Default or  invalidate  any other  right or
remedy of Lender.

      (f) Borrower hereby  represents and agrees that it is and will be the sole
owner of the entire  landlord's  interest (or  Tenant's  interest in the case of
Leases with respect to which Borrower is the Tenant) in all Leases, subject only
to the Permitted Encumbrances.

     6.  Lease Provisions. All Leases executed after the date of this Assignment
shall  contain  (i)  a  provision   obligating   the  Tenant  to  enter  into  a
subordination  and  attornment  agreement  with  Lender  in form  and  substance
satisfactory to Lender, subordinating such Lease to the lien of the Mortgage and
(ii) a provision  authorizing  the Tenant to pay the Rents to Lender upon notice
of an Event of Default under this Assignment.

     7.  Release. The assignment contained herein and all rights herein assigned
to Lender shall cease and terminate as to all Leases:  (i) upon the satisfaction
of all Secured  Obligations;  or (ii) upon the release of the  Mortgaged  Estate
subject to such  Lease from the lien of the  Mortgage  covering  such  Mortgaged
Estate pursuant to the provisions of such Mortgage.  It is expressly  understood
that no judgment or decree that may be entered on any Secured  Obligation  shall
operate to abrogate or lessen the effect of this  Assignment,  but that the same
shall  continue in full force and effect as herein  provided.  The provisions of
this  Assignment  shall also remain in full force and effect during the pendency
of any proceedings for the foreclosure  and/or sale of the Mortgaged  Estate, or
any part  thereof,  both  before and after  sale,  until the  issuance of a deed
pursuant to a decree of foreclosure and/or sale, unless all Secured  Obligations
are fully  satisfied.  Lender may take or release other security for the Secured
Obligations,  may release any party primarily or secondarily liable therefor and
may  apply  any  other  security  held  by it to  the  satisfaction  of  Secured
Obligations, without prejudice to any of its rights under this Assignment.

      8.  No Waiver. Nothing  contained  in this  Assignment  and no act done or
omitted by Lender  pursuant to the powers and rights granted it hereunder  shall
prejudice or be deemed to be a waiver by Lender of its rights and remedies under
the Loan Documents.  A waiver by Lender of any of its rights  hereunder or under
the  Leases  or of a breach of any of the  covenants  and  agreements  contained
herein to be  performed  by Borrower  shall not be construed as a waiver of such
rights in any  succeeding  instance or of any  succeeding  breach of the same or
other covenants, agreements, restrictions or conditions.

      9.  Further Assurances. Borrower hereby agrees that it shall, whenever and
as often as it shall be requested to do so by Lender,  execute,  acknowledge and
deliver, or cause to be executed,  acknowledged, and delivered, any and all such
further  conveyances,  approvals,  consents,  memoranda  of the  subject  matter
hereof,  duplicate  originals hereof,  and any and all other documents and to do
any and all other acts as may be necessary or appropriate to carry out the terms
of this Assignment.

      10. Notices.  All notices consents or  communications  permitted  required
under  this  Assignment  shall be in  writing  and  shall be deemed to have been
properly given and received if sent by hand delivery,  overnight courier or U.S.
Express Mail , or certified mail, postage prepaid, as specified in the Mortgage.

      11. Governing Laws; Severability. This Assignment shall be governed by and
construed under the laws of the state where the Land is located.  In case any of
the  provisions  of this  Assignment  shall  at any  time be held by a court  of
competent jurisdiction to be illegal,  invalid, or unenforceable for any reason,
such illegality,  invalidity or unenforceability  shall not affect the remaining
provisions  of this  Assignment,  and this  Assignment  shall be  construed  and
enforced as if all such illegal,  invalid or unenforceable  provisions had never
been inserted herein.

                                       4
<PAGE>

      12. Assignment By Lender. Lender shall have the right to assign Borrower's
right,  title and  interest  under this  Assignment  in any of the Leases to any
subsequent  holder of the Note or any  participating  interest therein or to any
person  acquiring  title to the  Mortgaged  Estate or any part  thereof  through
foreclosure or otherwise.  Any subsequent assignee shall have all the rights and
powers herein provided to Lender.

     13.  Successors.  This  Assignment  shall  inure to the  benefit  of and be
binding upon Borrower and Lender, and their respective heirs, successors,  legal
representatives and assigns.

      IN WITNESS  WHEREOF,  Borrower has executed this Assignment as of the date
first set for above.

                                          BLUE VALLEY BUILDING CORP.,
                                          a Kansas corporation

ATTEST:    [SEAL]                         By:   /s/ Robert D. Regnier
                                                Robert D. Regnier, President


By:   /s/ Patricia L. Day
      Secretary

Acknowledgement
Exhibit A:  Legal Description
Exhibit B:  Leases


                                       5
<PAGE>


STATE OF MISSOURI )
                  )  ss.
COUNTY OF JACKSON )

      NOW, on this 15th day of July, 1994, before me, a Notary Public,  appeared
Robert D. Regnier,  to me personally  known,  who being by me duly sworn did say
that he is the President of Blue Valley  Building  Corp., a Kansas  corporation,
and that  said  instrument  was  signed in his  capacity  as  President  of said
corporation  in  behalf  of  said   corporation   and  said  Robert  D.  Regnier
acknowledged said instrument to be the free act and deed of said corporation.

      IN TESTIMONY  WHEREOF, I have hereunto set my hand and affixed my official
seal in the county and state aforesaid, the day and year last above written.

                                          /s/ Kathryn L. Mills
                                          Notary Public

[SEAL]
My Commission Expires:



                                       6
<PAGE>



                                    EXHIBIT A

                                Legal Description

      Tract B, METCALF AT 119TH STREET DEVELOPMENT, a subdivision in the City of
      Overland Park,  Johnson County,  Kansas;  and together with an appurtenant
      easement for access as defined by the  Declaration of Cross Easement filed
      January 26, 1989 in Volume 2932 page 171, described as follows: A tract of
      land  lying in the East  1/2 of the East 1/2 of the  Northwest  1/4 of the
      Northeast 1/4 of Section 19, Township 13 South, Range 25 East, in the City
      of Overland Park, Johnson County, Kansas, and also being a part of WINDSOR
      SQUARE,  a  subdivision  in the City of  Overland  Park,  Johnson  County,
      Kansas,  more  particularly  described  as  follows:   Commencing  at  the
      Northeast  corner of said Northwest 1/4 of the Northeast 1/4; thence South
      00 degrees 06' 10" West along the East line of said  Northwest  1/4 of the
      Northeast  1/4 a distance  of 60.00 feet to the Point of  Beginning,  said
      point being the Northeast corner of Lot 1, Block 1, WINDSOR SQUARE; thence
      continuing  South 00  degrees  06' 10" West  along  the East  line of said
      Northwest 1/4 of the Northeast 1/4 a distance of 455.01 feet; thence South
      89 degrees 44' 08" West parallel with the North line of said Northwest 1/4
      of the Northeast 1/4 a distance of 32.00 feet; thence North 00 degrees 06'
      10"  East  parallel  with  the  East  line  of said  Northwest  1/4 of the
      Northeast  1/4 a distance  of 174.91  feet;  thence on a curve to the left
      having a radius of 15.00 feet (a chord bearing of North 45 degrees 04' 51"
      West,  a length of 21.28 feet) a distance of 23.66 feet;  thence  South 89
      degrees 44' 08" West parallel with the North line of said Northwest 1/4 of
      the Northeast  1/4 a distance of 284.00 feet;  thence North 00 degrees 07'
      42" East a distance  of 30.00 feet;  thence  North 89 degrees 44' 08" East
      parallel with the North line of said  Northwest 1/4 of the Northeast 1/4 a
      distance of 284.18 feet;  thence on a curve to the left having a radius of
      15.00 feet (a chord  bearing of North 44 degrees 55' 09" East, a length of
      21.15 feet) a distance of 23.47 feet; thence North 00 degrees 06' 10" East
      parallel  with the East line of said  Northwest 1/4 of the Northeast 1/4 a
      distance of 148.35  feet;  thence North 02 degrees 16' 17" West a distance
      of 48.28 feet; thence North 00 degrees 06' 10" East parallel with the East
      line of said  Northwest 1/4 of the Northeast 1/4 a distance of 11.50 feet;
      thence  on a curve to the left  having  a  radius  of 20.00  feet (a chord
      bearing  of North 18  degrees  17' 11"  West,  a length  of 12.62  feet) a
      distance of 12.84 feet; thence North 89 degrees 44' 08" East parallel with
      the North line of said  Northwest  1/4 of the  Northeast 1/4 a distance of
      37.98  feet  to the  point  of  beginning;  and  also  together  with  the
      appurtenant easement for access defined as the Access Easement reserved by
      the document  filed  August 25, 1992 in Volume 3684 Page 46,  described as
      follows:  All  that  part of the  Northeast  1/4 of the  Northeast  1/4 of
      Section 19,  Township 13, Range 25, in the City of Overland Park,  Johnson
      County, Kansas, more particularly  described as follows:  Beginning at the
      Northwest corner of the Northeast 1/4 of the Northeast 1/4 of said Section
      19;  thence  South 01  degrees  57' 41" East  along  the West  line of the
      Northeast  1/4 of the  Northeast 1/4 of said Section 19, a distance of 310
      feet; thence North 88 degrees 02' 19" East, along a line  perpendicular to
      the West line of the  Northeast  1/4 of the  Northeast 1/4 of said Section
      19, a distance of 35 feet;  thence  North 01 degree 57' 41" West,  along a
      line 35 feet East of and parallel to the West line of the Northeast 1/4 of
      the  Northeast  1/4 of said  Section 19, a distance of 310.22  feet,  to a
      point on the North line  thereof;  thence  South 87 degrees  40' 39" West,
      along the North line of the  Northeast  1/4 of the  Northeast  1/4 of said
      Section 19, a distance of 35 feet to the point of  beginning,  all subject
      to that part thereof dedicated for street purposes.


<PAGE>


                                    EXHIBIT B

                                     Leases

      1.    Building  Lease  dated  February 17,  1993,  by and  between  Blue
Valley Building Corp., as Lessor, and Bank of Blue Valley, as Lessee.

      2.    Office  Building  Lease dated  September 23,  1992, by and between
Blue Valley Building Corp., as Lessor, and Sunburst Realty Partners,  Inc., as
Lessee.

      3.    Office  Building  Lease dated  September 29,  1992, by and between
Blue Valley  Building Corp.,  as Lessor,  and Positive Care Service,  Inc., as
Lessee.

      4.    Office Building Lease dated November 1,  1993, by and between Blue
Valley Building Corp., as Lessor, and Advance Mortgage Corporation, as Lessee.

      5.    Office  Building  Lease  dated May 1, 1994,  by and  between  Blue
Valley Building Corp., as Lessor, and City Cafe's, Inc., as Lessee.