Exhibit 10.2

                    M A N A G E M E N T    A G R E E M E N T


OWNER:              MAXUS REAL PROPERTY INVESTORS-4, L.P.


AGENT:              MAXUS PROPERTIES, INC.


PREMISES:           WOODHOLLOW APARTMENTS
                    1871 McKelvey Hill Drive
                    St. Louis, Missouri  63043


BEGINNING:          October 12, 2000


ENDING:             October 12, 2005


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     IN  CONSIDERATION of the covenants  herein  contained,  Maxus Real Property
Investors-4,  L.P.  (hereinafter  called "Owner"),  and Maxus  Properties,  Inc.
(hereinafter called "Agent"), agree as follows:

     1. The Owner hereby  employs the Agent  exclusively  to rent and manage the
property known as Woodhollow  Apartments  (hereinafter  the "Premises") upon the
terms  and  conditions  hereinafter  set  forth,  for a term of five  (5)  years
beginning on October 12, 2000,  and ending on October 12, 2005,  and  thereafter
for yearly periods from time to time,  unless on or before sixty (60) days prior
to the date last above  mentioned  or on or before  sixty (60) days prior to the
expiration  of any such  renewal  period,  either  party hereto shall notify the
other in writing that it elects to terminate this Agreement,  in which case this
Agreement  shall be thereby  terminated on said last mentioned  date.  (See also
Paragraph 6.3 below.)

     2. THE AGENT AGREES:

     2.1 To accept  the  management  of the  Premises,  to the  extent,  for the
period, and upon the terms herein provided and agrees to furnish the services of
its organization for the rental operation and management of the Premises.

     2.2 To prepare a monthly  statement  of receipts and  disbursements  and to
remit,  on a monthly  basis,  the net cash flow  generated by the Premises after
payment  of  all  operating  expenses,  debt  service  and  escrow  payments  if
applicable, to the following party:

                  Maxus Real Property Investors-4, L.P.
                  c/o David L. Johnson
                  P.O. Box 34729
                  North Kansas City, Missouri  64116

     In the event total  monthly  disbursements  are in excess of total  monthly
receipts,  the Owner  shall  promptly  provide  funds to cover such  shortfalls.
Nothing  contained  herein shall  obligate the Agent to advance its own funds on
behalf of the Owner to cover any shortfalls.

     2.3 To cause all employees of the Agent who handle or are  responsible  for
the  safekeeping  of any monies of the Owner to be covered by a fidelity bond in
an amount and with a company determined by the Agent.

     3. THE OWNER AGREES:

     To give the Agent the  following  authority and powers (all or any of which
may be  exercised in the name of the Owner) and agrees to assume all expenses in
connection therewith:

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     3.1 To advertise the Premises or any part thereof; to display signs thereon
and to  rent  the  same;  to  cause  references  of  prospective  tenants  to be
investigated;  to sign  leases  for terms not in excess of one year and to renew
and/or cancel the existing leases and prepare and execute the new leases without
additional charge to the Owner;  provided;  however,  that the Agent may collect
from tenant all or any of the following:  a late rent  administrative  charge, a
non-negotiable  check  charge,  credit  report fee, a subleasing  administrative
charge and/or  broker's  commission and need not account for such charges and/or
commission  to the  Owner;  to  terminate  tenancies  and to sign and serve such
notices as are deemed needful by the Agent;  to institute and prosecute  actions
to oust  tenants  and to  recover  possession  of the  Premises;  to sue for and
recover  rent;  and, when  expedient,  to settle,  compromise,  and release such
actions or suits, or reinstate such  tenancies.  Owner shall reimburse Agent for
all expenses of litigation  including  attorneys'  fees,  filing fees, and court
costs which Agent does not recover from  tenants.  Agent may select the attorney
of its choice to handle such litigation.

     3.2 To hire, discharge, and pay all managers, engineers, janitors and other
employees;  to make or cause to be made all  ordinary  repairs and  replacements
necessary  to  preserve  the  Premises  in its  present  condition  and  for the
operating  efficiency thereof and all alterations  required to comply with lease
requirements,  and to do decorating on the Premises;  to negotiate contracts for
non-recurring items not exceeding $5,000.00 and to enter into agreements for all
necessary repairs, maintenance,  minor alterations, and utility services; and to
purchase  supplies  and pay bills.  Agent shall secure the approval of the Owner
for items,  except monthly or recurring  operating charges and emergency repairs
in excess of the  maximum,  if, in the  opinion of the Agent,  such  repairs are
necessary  to protect the  property  from damage or to maintain  services to the
tenants as called for by their tenancy.

     3.3 To collect  rents and/or  assessments  and other items due or to become
due and give receipts  therefor and to deposit all funds collected  hereunder in
the Agent's custodial account.

     3.4 Agent agrees to collect all tenant security  deposits.  Owner instructs
Agent to deposit all security deposits in the general operating  accounts of the
property.  Agent is not to  segregate  the  security  deposits  into a  separate
account or into an escrow account.

     3.5 To  execute  and file all  returns  and  other  instruments  and do and
perform  all acts  required  of the Owner as an  employer  with  respect  to the
Premises   under  the  Federal   Insurance   Contributions   Acts,  the  Federal
Unemployment  Tax Act and Subtitle C of the Internal  Revenue Code of 1954, with
respect to wages paid by the Agent on behalf of the Owner and under any  similar
federal and state law now or hereafter in force (and in connection therewith the
Owner  agrees  upon  request to  promptly  execute  and deliver to the Agent all
necessary powers of attorney, notices of appointment, and the like).

     3.6 The Agent  shall not be  required to advance any monies for the care or
management  of said  property,  and the  Owner  agrees  to  advance  all  monies
necessary therefor.  If the Agent shall elect to advance any money in connection
with the property,  the Owner agrees to reimburse the Agent forthwith and hereby
authorizes the Agent to deduct such advances from any monies due the

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Owner. The Agent, shall, upon instruction from the Owner,  impound reserves each
month for the  payment of real estate  taxes,  insurance,  or any other  special
expenditure.

     4. THE OWNER FURTHER AGREES:

     4.1 To  indemnify,  defend  and save the Agent  harmless  from all suits in
connection  with the  Premises  and from  liability  for damage to property  and
injuries to or death of any employee or other person whomsoever, and to carry at
his (its) own expense  public  liability,  elevator  liability (if elevators are
part of the equipment of the  Premises),  and workmen's  compensation  insurance
naming  the Owner and  Agent,  adequate  to  protect  their  interests  in form,
substance,  and amounts reasonably  satisfactory to the Agent, and to furnish to
the Agent  certificates  evidencing the existence of such insurance.  Unless the
Owner shall provide such  insurance and furnish such  certificate  within thirty
(30)  days from the date of this  Agreement,  the  Agent  may,  but shall not be
obligated to, place said insurance and charge the cost thereof to the account of
the Owner.  All such  insurance  policies  shall  provide  that the Agent  shall
receive thirty (30) days' written notice prior to cancellation of the policy.

     4.2 To pay all expenses incurred by the Agent,  including,  but not limited
to, reasonable attorneys' fees and Agent's costs and time in connection with any
claim,  proceeding,  or suit involving an alleged  violation by the Agent or the
Owner, or both, of any law pertaining to fair employment, fair credit reporting,
environmental protection,  rent control, taxes, or fair housing,  including, but
not limited to, any law prohibiting,  or making illegal,  discrimination  on the
basis of race,  sex,  creed,  color,  religion,  national  origin,  or mental or
physical handicap; provided, however, that the Owner shall not be responsible to
the Agent for any such expenses in the event the Agent is finally adjudicated to
have personally,  and not in a representative  capacity,  violated any such law.
Nothing contained herein shall obligate the Agent to employ counsel to represent
the  Owner in any such  proceeding  or suit,  and the  Owner may elect to employ
counsel to represent the Owner in any such  proceeding  or suit.  The Owner also
agrees to pay  reasonable  expenses (or an  apportioned  amount of such expenses
where other  employers of Agent also benefit from the  expenditure)  incurred by
the Agent in obtaining legal advice regarding  compliance with any law affecting
the premises or activities related thereto.

     4.3 To  indemnify,  defend,  and save the Agent  harmless  from all claims,
investigations, and suits, or from actions or failures to act of the Owner, with
respect to any alleged or actual  violation of state or federal  labor laws,  it
being  expressly  agreed and understood that as between the Owner and the Agent,
all persons employed in connection with the Premises are employees of the Owner,
not the Agent.  However,  it shall be the  responsibility of the Agent to comply
with all applicable  state or federal labor laws. The Owner's  obligation  under
this  paragraph  4.3 shall include the payment of all  settlements,  judgements,
damages,  liquidated damages,  penalties,  forfeitures,  back pay awards,  court
costs, litigation expense, and attorneys' fees.

     4.4 To give  adequate  advance  written  notice  to the  Agent if the Owner
desires that the Agent make payment,  out of the proceeds from the premises,  or
mortgage  indebtedness,  general  taxes,  special  assessments,  or fire,  steam
boiler, or any other insurance premiums. In no event shall

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the  Agent  be  required  to  advance  its own  money  in  payment  of any  such
indebtedness, taxes, assessments, or premiums.

     5. THE OWNER AGREES TO PAY THE AGENT EACH MONTH:

     5.1  MANAGEMENT:  Owner agrees to pay Agent for the ordinary  management of
the  Premises  Five  Percent  (5.0%)  of the  monthly  gross  receipts  from the
operation of the Premises during the period this Agreement remains in full force
and effect.  Gross  receipts are all amounts  received from the operation of the
Premises including,  but not limited to, rents, parking fees, deposits,  laundry
income, and fees.

     5.2 OTHER ITEMS OF MUTUAL AGREEMENT:  In the event Owner requests and Agent
agrees to perform  services  outside  the scope of  ordinary  management  of the
Premises,  the  parties  will  agree to a fee and  payment  structure  for these
services prior to commencement of the work.

     6. IT IS MUTUALLY AGREED THAT:

     6.1 The Owner expressly  withholds from the Agent any power or authority to
make  any  structural  changes  in any  building  or to  make  any  other  major
alterations or additions in or to any such building or equipment therein,  or to
incur any expense  chargeable to Owner other than expenses related to exercising
the express powers above vested in Agent without the prior written  direction of
an authorized  representative  of Owner.  Agent is granted the authority to make
structural  changes or major alterations if such actions are required because of
danger to life or which  are  immediately  necessary  for the  preservation  and
safety of the Premises or the safety of the occupants thereof or are required to
avoid the suspension of any necessary service to the Premises.

     6.2 The Agent does not assume and is given no responsibility for compliance
of any building on the Premises or any equipment  therein with the  requirements
of any statute, ordinance, law, or regulation of any governmental body or of any
public authority or official thereof having  jurisdiction,  except to notify the
Owner  promptly  or  forward to the Owner  promptly  any  complaints,  warnings,
notices,  or  summonses  received  by it  relating  to such  matters.  The Owner
represents  that to the  best of his  (its)  knowledge  the  Premises  and  such
equipment  comply  with all such  requirements  and  authorizes  the Agent,  its
representatives,  servants, and employees,  of and from all loss, cost, expense,
and liability whatsoever which may be imposed on them, or any of them, by reason
of  any  present  or  future  violation  or  alleged  violation  of  such  laws,
ordinances, statutes, or regulations.

     6.3 In the event it is alleged or charged that any building on the Premises
or any equipment  therein or any act or failure to act by the Owner with respect
to the  Premises or the sale,  rental,  or other  disposition  thereof  fails to
comply with or is in violation of any of the  requirements  of a  constitutional
provision,  statute,  ordinance,  law, or regulation of any governmental body or
any  order or ruling of any  public  authority  or  official  thereof  having or
claiming to have jurisdiction thereover, and the Agent, in its sole and absolute
discretion,  considers  that the action or position  of the Owner

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or  registered  managing  Agent  with  respect  thereto  may result in damage or
liability to the Agent,  the Agent shall have the right to cancel this Agreement
at any time by  written  notice to the  Owner of its  election  so to do,  which
cancellation shall be effective upon the service of such notice. Such notice may
be served  personally or by registered mail on or to the person named to receive
the  Agent's  monthly  statement  at the address  designated  for such person as
provided in Paragraph  2.2 above,  and if service by mail, it shall be deemed to
have been served when deposited in the U.S. Mail.  Such  cancellation  shall not
release the  indemnities of the Owner set forth in Paragraph 4 and 6.2 above and
shall not  terminate  any  liability or obligation of the Owner to the Agent for
any  payment,  reimbursement,  or other sum of money then due and payable to the
Agent hereunder.

     7. This  Agreement  may be canceled by Owner  before the  termination  date
specified in Paragraph 1 on not less than thirty (30) days' prior written notice
to the Agent.

     8. The Owner shall pay or reimburse  the Agent for any sums of money due it
under  this   Agreement   for  service  for   actions   prior  to   termination,
notwithstanding  any  termination  of this  Agreement.  All  provisions  of this
Agreement  that  require the Owner to have insured or to defend,  reimburse,  or
indemnify the Agent  (including,  but not limited to,  Paragraphs  4.1, 4.2, and
4.3) shall survive any termination  and, if Agent is or becomes  involved in any
proceeding  or  litigation  by reason of having  been the  Owner's  agent,  such
provisions  shall apply as if this Agreement  were still in effect.  The parties
understand  and agree that the Agent may  withhold  funds for  thirty  (30) days
after the end of the month in which the  Agreement  is  terminated  to pay bills
previously incurred but not yet invoiced and to close accounts.

     This  Agreement  shall be binding  upon the  successors  and assigns of the
Agent and their heirs, administrators, executors, successors, and assigns of the
Owner.


     IN WITNESS THEREOF, the parties hereto have affixed or caused to be affixed
their respective signatures effective this 12th day of October, 2000.

                OWNER:          MAXUS REAL PROPERTY INVESTORS-4, L.P.


                                By: /s/ David L. Johnson
                                        David L. Johnson, Chairman
                                        Maxus Capital Corp., Its General Partner


                AGENT:          MAXUS PROPERTIES, INC.


                                By: /s/ Daniel W. Pishny
                                        Daniel W. Pishny, President

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