Management Agreement for the Bicycle Club Apartments dated July 5, 2005 by
      and between Bicycle Club, L.L.C. and Maxus Properties, Inc.


    
      
        
          

        

      

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

      


      


      


      


      


      


      
        	
                OWNER:

              	
                BICYCLE
                  CLUB, L.L.C.

              
	 	 
	 	 
	
                AGENT:

              	
                MAXUS
                  PROPERTIES, INC.

              
	 	 
	 	 
	
                PREMISES:

              	
                BICYCLE
                  CLUB APARTMENTS

              
	 	
                7909
                  N. Granby

              
	 	
                Kansas
                  City, MO 64151 

              
	 	 
	 	 
	
                BEGINNING:

              	
                July
                  5, 2005

              
	 	 
	 	 
	
                ENDING:

              	
                August
                  4, 2010

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        CONSIDERATION
        of the
        covenants herein contained, BICYCLE CLUB, L.L.C. (hereinafter called
"Owner@),
        and
        MAXUS PROPERTIES, INC. (hereinafter called AAgent@),
        agree
        as follows:

      


      1.     The
        Owner
        hereby
        employs the Agent
        exclusively to rent and manage the property known as Bicycle Club Apartments
        (hereinafter the APremises@)
        upon
        the terms and conditions hereinafter set forth, for a term of five (5) years,
        commencing on July 5, 2005, and terminating on August 4, 2010, and thereafter
        for monthly periods from time-to-time, unless on or before thirty (30) days
        prior to the date last above-mentioned, or on or before thirty (30) 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:

      


      Bicycle
        Club, LLC

      104
        Armour Road

      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:

      


      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 (1) 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 sub-leasing
        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 


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      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 therefore 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 account 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 therefore. 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 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


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      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, judgments, damages, liquidated damages, penalties, forfeitures,
        back pay awards, court costs, litigation expenses, 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 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%)
        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.


      
        
          
          

        

        
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      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
        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 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, without payment of penalty,
        premium or other termination fee, on not less than thirty (30) days' prior
        written notice to the Agent.


      
        
          
          

        

        
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      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 successors and assigns of the Owner.

      


      


      IN
        WITNESS THEREOF,
        the
        parties hereto have affixed or caused to be affixed their respective signatures
        effective this 5th
        day of
July,
        2005.

       

      
        
          
            
              
                	 	
                        OWNER:

                      
	 	 
	 	
                        BICYCLE
                          CLUB, L.L.C.

                      
	 	
                        By:
                          Maxus Realty Trust, Inc., Manager

                      
	 	 
	 	 
	 	
                        By: /s/
                          John W. Alvey

                      
	 	
                        John
                          W. Alvey

                      
	 	
                        Vice
                          President

                      
	 	 
	 	
                        AGENT:

                      
	 	 
	 	
                        MAXUS
                          PROPERTIES, INC.

                      
	 	 
	 	 
	 	
                        By: /s/
                          Michael P. McRobert

                      
	 	
                        Michael
                          P. McRobert

                      
	 	
                        CEO