MAXUS REALTY TRUST INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                     REAL ESTATE SALE AND PURCHASE AGREEMENT


   THIS REAL ESTATE SALE AND PURCHASE  AGREEMENT (the "Agreement") is made as of
January 2, 2001 by and between  Maxus Realty Trust Inc., a Missouri  corporation
("Seller") and Vanguard Archives, Inc., an Illinois corporation, ("Purchaser").

1.   Recitals.

     a.  Seller  is the  fee  owner  of that  certain  parcel  of  land  legally
         described on Exhibit A attached hereto and commonly known as 3431 North
         Powell,  Franklin Park, Illinois (the "Real Estate').  The Real Estate,
         together  with the  162,437  square foot  building  located on the Real
         Estate  (the  "Building")  and (1) all other  improvements  thereon  or
         therein,   all  privileges,   rights,   easements,   hereditaments  and
         appurtenances  thereto belonging,  and/or any right, title and interest
         of the title holder in and to any streets,  alleys,  passages and other
         rights-of-way  included  therein  or  adjacent  thereto,  and  (2)  all
         fixtures and personal and tangible property owned by Seller and used in
         connection  with the  operation and ownership of the Real Estate or the
         Building,   including,   without  limitation,   equipment,   apparatus,
         machinery, cranes, appliances, furnishings, signs, site plans, surveys,
         soil  and  substrata  studies,   architectural  renderings,  plans  and
         specifications,  engineering  plans and studies,  floor plans and other
         plans or studies of any kind, leasing brochures, market studies, tenant
         data sheets and other  supplies,  improvements  thereon are referred to
         herein collectively as the "Property."

     b.  Seller  desires to sell and Purchaser  desires to purchase the Property
         upon  and  subject  to the  terms  and  conditions  contained  in  this
         Agreement.

     c.  In  consideration  of  the  terms  and  conditions  contained  in  this
         Agreement,  and for  other  good  and  valuable  consideration  paid by
         Purchaser to Seller,  the receipt and  sufficiency  of which are hereby
         acknowledged by Seller, Seller and Purchaser agree as set forth in this
         Agreement.

2.   Purchase and Sale. Subject to the, conditions and on the terms contained in
     this Agreement, on the Closing Date (as hereinafter defined),  Seller shall
     convey fee simple  title to the  Property to  Purchaser  or any assignee or
     designee of Purchaser by good,  sufficient and recordable  general warranty
     deed subject only to the title  exceptions  set forth on Exhibit B attached
     hereto (the "Permitted Exceptions").

3.   Earnest Money: Purchase Price.

     a.  Purchase Price. The purchase price ("Purchase  Price") for the Property
         shall be Four Million Five Hundred  Fifty  Thousand and 00/100  Dollars
         ($4,550,000.00).

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<PAGE>


     b.  Earnest   Money.   Within  five  (5)  days  after  the  Execution  Date
         (hereinafter defined), Purchaser shall deposit One Hundred Thousand and
         00/100 Dollars ($100,000.00) (the "Earnest Money") with Assured Quality
         Title Company (the "Escrow Agent")  pursuant to a joint order escrow on
         the form  therefor  currently in use by the Escrow  Agent.  The parties
         shall  direct the Escrow  Agent to invest the Earnest  Money in a money
         market fund or other  acceptable  vehicle  established and managed by a
         nationally  recognized bank or money management  company.  All interest
         earned  on the  Earnest  Money  shall  be paid  to,  or on  behalf  of,
         Purchaser  as  provided  herein,  except in the  event of a default  by
         Purchaser as provided in Paragraph 17.

4.   Title, and Survey.

     a.  Title.

         i.    Title Insurance Commitment. No later than ten (10) days after the
               Execution Date, Seller agrees to deliver to Purchaser:

               (1)  A commitment  (the  "Commitment")  for an Owner's  Policy of
                    Title Insurance,  American Land Title  Association  ("ALTA")
                    Form B-1992  issued by Assured  Quality  Title  Company,  as
                    agent for Lawyers Title  Insurance  Corporation  (the "Title
                    Insurer")  dated on or after the Execution  Date and showing
                    title  to the  Property  in  Seller,  in the  amount  of the
                    Purchase Price,  with extended coverage over all the general
                    title   exceptions   and  subject  only  to  the   Permitted
                    Exceptions,   together   with   the   following   additional
                    endorsements,  the form of which  must be  either  "ALTA" of
                    otherwise approved by Purchaser and which shall be, paid for
                    by Purchaser: (a) 3.1 Zoning with parking, (b) location, (c)
                    utility  facility,   (d)  restrictions   insuring  over  any
                    recorded  covenants,  conditions or  restrictions of record,
                    (e) survey, (f) single tax parcel, and (g) contiguity; and

               (2)  Legible copies of all documents cited,  raised as exceptions
                    or noted in the Commitment (the "Title Documents").

         ii.   Survey.  No later than January 10, 2001, Seller agrees to deliver
               to Purchaser  Seller's existing  ALTA/ACSM Survey of the Property
               prepared by Chicago  Guaranty Survey Company and dated October 4,
               1994 (the  "Survey").  Purchaser may have the Survey  updated and
               certified to Purchaser, the Title Insurer and Purchaser's lender,
               if any,  and the cost  thereof  shall be credited to Purchaser at
               the Closing.

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<PAGE>

         iii.  Initial Title Approval.  Purchaser is entitled to a period of ten
               (10) business  days from receipt of the later of the  Commitment,
               the Survey and the Title  Documents  ("Title  Review  Period") in
               which  to  review  the  Commitment,  the  Survey  and  the  Title
               Documents  and deliver to Seller,  at  Purchaser's  election,  in
               writing,  such  objections  as Purchaser  may have to any matters
               contained   in  the   Commitment   Title   Documents   or  Survey
               ("Purchaser's  Objection  Notice") (any of such objections listed
               on  Purchaser's  Objection  Notice are deemed the  "Objectionable
               Exceptions"). Seller will utilize commercially reasonable efforts
               to cure any  Objectionable  Exceptions prior to the Closing Date.
               If any  Objectionable  Exception is not curable by the payment of
               money,  Seller  shall  not be  required  to file suit or take any
               action to cure which could not  reasonably be completed  prior to
               the Closing Date. If Seller, despite its commercially  reasonable
               efforts, fails to cure any of the Objectionable  Exceptions prior
               to the Closing  Date,  Purchaser  may either (a)  terminate  this
               Agreement by delivering  written  notice to Seller on or prior to
               the Closing Date, in which event each party will be released from
               further  liability to the other or (b) Purchaser  may  consummate
               the transaction contemplated by this Agreement.

         iv.   If an  exception  to title or other  title  defect  other  than a
               Permitted Exception is added to the Commitment  subsequent to its
               date, but prior to the Closing Date  ("Unpermitted  Exceptions"),
               then,  prior to the Closing  Date,  Seller will be  affirmatively
               obligated to cure any such Unpermitted Exception,  the failure of
               which will constitute a default by Seller under this Agreement.

5.   Suitability of the Property.

     a.  Within ten (10) days after the Execution Date (defined below),  Seller,
         at Seller's sole cost, shall deliver to Purchaser:

         i.    A  Phase  I  Environmental  Study  of the  Property  prepared  by
               Mostardi-Platt   dated  October  25,  2000  (the   "Environmental
               Study").

         ii.   To the extent in Seller's  possession  or control and not already
               delivered to Purchaser,  (i) copies of any and all existing title
               policies,  surveys,  soil tests and other  reports  or  documents
               relating to the  Property  (including,  without  limitation,  any
               hazardous   waste,   underground   storage  tank  removal,   soil
               disposition or other  environmental  reports or documents),  (ii)
               copies  of  the  latest  available  real  estate  tax  bills  and
               assessment notices covering the Property, and (iii) copies of any
               and all contracts,  leases (including,  without  limitation,  the
               Leases [defined below]),  agreements or other written instruments
               with  governmental  authorities,  utility  companies

                                      3

<PAGE>

               or private parties creating easements, rights or obligations that
               burden the Property or the Property  owner (all of the  foregoing
               being referred to herein as the "Existing Information"). From and
               after the Execution Date and  continuing  until close of business
               on February 15, 2001 (the "Due Diligence Period"),  Purchaser may
               review the Existing Information and investigate all other aspects
               of  the  Property,  including,  without  limitation,   conducting
               engineering studies, soil boring tests,  environmental  analyses,
               title, land use, zoning and planning feasibility studies, studies
               concerning the  availability  of utilities,  traffic  studies and
               such other  investigations as Purchaser may elect in its sole and
               absolute  discretion.  In  connection  with such  investigations,
               Purchaser and its agents, employees,  contractors and consultants
               shall have the right at all times during the Due Diligence Period
               to enter the Property to make the inspections and  investigations
               that  Purchaser  deems  advisable,  provided such entry shall not
               unreasonably  interfere  with the use of the  Property.  Prior to
               entering the Property,  Purchaser  shall provide a certificate of
               its or its contractors' and consultants'  liability  insurance in
               commercially reasonable amounts from insurance companies licensed
               in  Illinois.  Purchaser  agrees to  indemnify,  defend  and hold
               Seller  harmless  from any  damage,  injury or  claim,  including
               reasonable  attorney's  fees and costs,  arising  from such entry
               onto the Property to make such  inspections  and  investigations.
               If, as a result of Purchaser's  exercise of its rights hereunder,
               any damage  occurs to the Property,  and provided that  Purchaser
               does not close this transaction  through no fault of Seller, then
               Purchaser shall promptly repair such damage,  at Purchaser's sole
               cost and expense,  so as to return the Property to  substantially
               the same condition as exists on the date of this Agreement.

     b.  If Purchaser, in its sole and absolute discretion, determines after its
         review of the Existing Information,  the Commitment, the Survey and its
         investigation of the Property that the Property is not satisfactory for
         its  intended  use  thereof,  Purchaser  may, at its  option,  elect to
         terminate  this Agreement by notice given to Seller prior to the end of
         the Due  Diligence  Period,  in which event the  Earnest  Money and all
         interest  earned  thereon  shall be returned to  Purchaser  and all due
         diligence  materials  furnished  to Purchaser by Seller and the updated
         Survey (provided that Seller shall reimburse  Purchaser for the cost of
         obtaining the same) shall be returned to Seller and  thereupon  neither
         party shall have any further rights or obligations hereunder.

6.   Possession.  Sole and exclusive possession of the Property,  subject to the
     Leases,  shall be delivered to Purchaser on the Closing Date. Seller agrees
     that  Purchaser  may have access to the  Property  after the end of the Due
     Diligence  Period and prior to the Closing  for the

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<PAGE>

     purpose of installing  racking and other equipment required for Purchaser's
     business, provided that prior to such entry, the parties shall enter into a
     lease agreement governing Purchaser's use providing for a reasonable rental
     and containing such reasonable  terms and  conditions,  including,  without
     limitation,  indemnity,  insurance  and penalty  provisions  reasonable  to
     protect Seller. The parties agree to negotiate in good faith concerning the
     provisions of such lease.

7.   Closing Adjustment. The following items shall be adjusted as of the Closing
     Date between the parties;

     a.  Real estate taxes affecting the Property shall be prorated on the basis
         of One Hundred  Five percent  (105% ) of the most recent  ascertainable
         amount of such taxes,

     b.  Lease Rentals.

     c.  Prepaid service contracts

     d.  All  other  items  customarily  prorated  in  transactions  of the type
         embodied in this Agreement.

     Purchaser  shall  receive a credit in the  amount  of all  tenant  security
     deposits provided for in the Leases.

8.   Expenses.

     a.  Seller.  Seller shall be  responsible  for the payment of all recording
         fees required to remove or release any  unpermitted  title  exceptions,
         costs of the Survey and the  Environmental  Study,  State of  Illinois,
         Cook County and Franklin  Park transfer  taxes,  Fifty percent (50%) of
         all strict joint order escrow fees, the cost of updating the Survey (as
         a credit to Purchaser at Closing) and all title insurance  premiums and
         charges for the issuance of the Commitment and the Title Policy and, if
         required, cost of clearing title.

     b.  Purchaser.  Purchaser  shall  be  responsible  for the  payment  of all
         recording  fees  (other  than those  incurred  by Seller in removing or
         releasing any unpermitted title  exceptions),  the cost of any required
         mortgagee's title insurance  policy,  Fifty percent (50%) of all strict
         joint order escrow fees and the cost of all  endorsements  to the Title
         Insurance Policy obtained by Purchaser.

         Except as otherwise  provided herein, the fees and expenses of Seller's
         designated  representatives and attorneys shall be borne by Seller, and
         the fees and expenses of  Purchaser's  designated  representatives  and
         attorneys shall be borne by Purchaser.


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<PAGE>

9.   Transactions and Encumbrances  Affecting the Property.  Except as otherwise
     contemplated  herein,  from  and  after  the  Execution  Date  through  and
     including the Closing Date, Seller shall not do, suffer or permit, or agree
     to do, any of the following without the prior written consent of Purchaser:

     a.  Enter into any transaction  affecting the Property out of the, ordinary
         course of business which will diminish or otherwise affect  Purchaser's
         interest  under this  Agreement  or in or to the Property or which will
         prevent Seller's full performance of its obligations hereunder, or

     b.  Sell, transfer,  convey,  lease,  encumber or grant any interest in the
         Property  or any part  thereof  in any form or  manner  whatsoever,  or
         otherwise  perform or permit any act which will  diminish or  otherwise
         affect  Purchaser's  interest  under  this  Agreement  or in or to  the
         Property  or  which  will  prevent  Seller's  full  performance  of its
         obligations hereunder other than those which Purchaser shall approve in
         writing or which shall be terminable before or as of the Closing Date.

10.  Representations  and Warranties of Seller.  To induce Purchaser to execute,
     deliver and perform this  Agreement and without  regard to any  independent
     investigations  made  by  Purchaser,  Seller  represents  and  warrants  to
     Purchaser  on and as of the  Execution  Date and as of the Closing  Date as
     follows:

     a.  Seller owns the  Property in fee simple,  free of any liens,  claims or
         encumbrances  other than  those  which may be  released  prior to or at
         Closing or the Permitted Title  Exceptions,  and has full right,  power
         and authority to execute, deliver and perform this Agreement.

     b.  Other than Seller,  there are no persons in  possession or occupancy of
         the  Property or any part  thereof,  nor are there any persons who have
         possessory  rights in  respect  to the  Property  or any part  thereof,
         except  pursuant  to  oral  or  written  leases,  tenancies,  licenses,
         agreements  or  understandings  regarding  the use or  occupancy of the
         Property set forth in Exhibit C (the "Leases").

     c.  There  are  no  claims,   causes  of  action  or  other  litigation  or
         proceedings  pending or, to Seller's  actual  knowledge,  threatened in
         respect to the ownership,  operation or environmental  condition of the
         Property or any part thereof.

     d.  Seller has no actual knowledge of:

         i.    The receipt of any notice of any violation of any health, safety,
               pollution, environmental, zoning or other laws, ordinances, rules
               or regulations with respect to the Property,  which have not been
               heretofore entirely corrected.

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<PAGE>

         ii.   Any existing,  pending,  contemplated,  threatened or anticipated
               (i)  condemnation  of any part of the  Property,  (ii)  widening,
               change  of  grade  or  limitation  on use of  streets,  roads  or
               highways  abutting the Property,  (iii) special tax or assessment
               or back tax due to  abatement,  exemption,  deferment  or special
               classification to be levied against the Property,  (iv) change in
               the  zoning  classification  of the  Property,  or  (v)  material
               increase in the tax assessment of the Property.

         iii.  (i) the  Property,  or any part  thereof,  being in breach of any
               federal,   state  or  local  environmental  laws,  ordinances  or
               regulations,  (ii)  any  part  of the  Property  being  used as a
               landfill, dump, toxic or waste disposal site or storage area, and
               (iii) any  underground  storage  tanks  existing at the  Property
               which will not have been  removed,  at Seller's  expense,  by the
               Closing,  and with  respect  to any  removed  tanks,  any soil or
               groundwater contamination existing in or around the excavation of
               such  former  underground   storage  tanks.  To  Seller's  actual
               knowledge,   (x)  the  Property  has  never  been  used  for  the
               manufacture,    production,   generation,   disposal,   handling,
               transportation or, except for petroleum products,  the storage or
               use of any  hazardous  materials,  (y)  Seller  has  provided  to
               Purchaser  complete  copies  of all  reports  and  investigations
               commissioned by Seller or within Seller's control relating to the
               environmental  condition of the Property,  and (z) there has been
               no release of hazardous materials.  If any such representation is
               in any manner  inaccurate  or any such  warranty is in any manner
               breached  (collectively,  a  "Breach"),  and if such Breach gives
               rise to or results in liability (including, but not limited to, a
               response  action,  remedial  action or removal  action) under any
               environmental  laws or any  existing  common law theory  based on
               nuisance or strict liability,  or causes a significant  effect on
               public  health,  Seller shall promptly take, at its sole cost and
               expense,  any and all remedial  and/or removal action as required
               by law to clean up the Property,  mitigate  exposure to liability
               arising  from,  and keep the  Property  free of any lien  imposed
               pursuant to, any  environmental  laws as a result of such Breach.
               Seller shall hold harmless,  indemnify and defend  Purchaser from
               all costs or  liabilities  arising  or  alleged to arise from any
               such Breach, including court costs and reasonable attorneys fees.

               Notwithstanding  the contrary  provisions of paragraph 23 of this
               Agreement the provisions of this paragraph 10.d.iii shall survive
               the Closing for the applicable  period of  limitations  and shall
               inure to the benefit of  Purchaser's  successors  in title to the
               Property.

     e.  The sale of the  Property  hereunder  is not  subject  to the  Illinois
         Responsible Property Transfer Act of 1988, as amended.

                                       7
<PAGE>


     f.  Seller will deliver or has delivered to Purchaser:

         i.    A rent roll  showing  all  Leases  and  tenancies  affecting  the
               Property,   setting  forth  in  reasonable  detail  all  material
               provisions of each Lease or tenancy.

         ii.   True, correct, and complete copies of each Lease.

     g.  The Leases are the only oral or written  leases,  tenancies,  licenses,
         agreements  or  understandings  regarding  the use or  occupancy of the
         Property presently in force affecting the Property; (ii) the Leases are
         in  full  force  and  effect;  (iii)  there  are  no  rent  concessions
         (including but not limited to any abatement of rent or other  expenses,
         cash  payments,   gifts  of  personal  property,   or  other  financial
         considerations)  given  to any  tenant  listed  thereon  which  are not
         specifically  described in the Leases,  and Seller holds no security or
         other  deposits of any tenant  except as set forth in the Leases;  (iv)
         all  rental  and other  payments  due  under the  Leases as of the date
         thereof  have been paid in full;  (v) Seller and,  to  Seller's  actual
         knowledge,  the  tenants are not,  as of the date  thereof,  in default
         thereunder;  (vi) Seller has complied with the terms and  conditions of
         the  Leases  and will  continue  to do so from the  date  hereof  up to
         Closing;  (vii)  no  rents  or  other  payments  have  been  or will be
         collected more than one mouth in advance and no rents or other deposits
         are  held by  Seller,  except  rent,  insurance,  tax and  common  area
         maintenance  charges  for  the  current  month;  (viii)  there  are  no
         commissions or other fees payable to any person,  entity, or agent with
         regard to the  execution of the Leases or with regard to any options to
         renew,  extend or  expand  therein  contained  (whether  previously  or
         hereafter   exercised)   which  will  or  could  become  the  financial
         responsibility  of Purchaser  as Seller's  successor in interest to the
         Property;  (ix)  any  and  all  tenant  improvement  work,  decorating,
         painting,  renovation  and  construction  required  to be  done  by the
         landlord  under the  provisions  of the  Leases  and any  contributions
         payable by the  landlord  to any tenant  toward  reimbursement  of such
         tenant's  cost of moving or  improvements  or any  similar  expense  or
         monetary  consideration  to the tenant has been, or at the Closing Date
         will, at Seller's  expense be, fully completed and paid for; (x) Seller
         and its agents  have not entered  into any  written or oral  agreements
         with any tenant except as set forth in the Leases or in any  amendment,
         modification,  or assignment thereof;  (xi) no Lease contains an option
         to extend the term  thereof or to purchase  the Property or any portion
         thereof; and (xii) Seller has no business  relationship with any tenant
         except as landlord and tenant.

     h.  To the  best  of  Seller's  knowledge,  all  systems  in the  Building,
         including,  without limitation,  electrical,  plumbing, heating and air
         conditioning,  are, and, on the Closing Date will be, in good operating
         condition, and the roof is and will be free from leaks.

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<PAGE>

         Seller  shall  promptly  advise  Purchaser  in  writing of any facts or
         circumstances  Seller  learns  after the  Execution  Date  that  modify
         Seller's representations and warranties set forth herein.

11.  Brokerage.

     a.  Seller hereby  represents and warrants to Purchaser that Seller has not
         dealt  with any  broker  or  finder  with  respect  to the  transaction
         contemplated  hereby other than  Colliers,  Bennett & Kahnweiler,  Inc.
         ("CBK"),  and  Seller  hereby  agrees  to  indemnify,  defend  and hold
         Purchaser harmless from and against any claim for brokerage  commission
         or finder's fee asserted by any person, firm or corporation claiming to
         have been engaged by Seller, including, without limitation, CBK.

     b.  Purchaser  hereby  represents and warrants to Seller that Purchaser has
         not dealt with any broker or finder  other than CBK with respect to the
         transaction   contemplated  hereby,  and  Purchaser  hereby  agrees  to
         indemnify,  defend and hold Seller  harmless from and against any claim
         for brokerage  commission or finder's fee asserted by any other person,
         firm or corporation claiming to have been engaged by Purchaser.

12.  Closing Date.  Provided that Purchaser has not terminated this Agreement as
     provided herein, the transaction  contemplated  hereby shall close at 10:00
     a.m. on March 1, 2001,  at the Offices of the Title  Insurer,  1001 Walnut,
     Kansas City,  Missouri  64105, or on such other date, time and place as the
     parties may mutually agree.  The transaction  contemplated  hereby shall be
     closed by means of a "New York Style Closing", with the concurrent delivery
     of the  documents of title,  transfer of  interests,  delivery of the Title
     Policy and payment of the  Purchase  Price,  Seller  shall  provide for any
     "gap"  undertaking  to the Title  Insurer  necessary for the New York Style
     Closing to occur. At Closing,  the Earnest Money shall be credited  against
     the  Purchase  Price and shall be  delivered by the Escrow Agent to Seller.
     Interest earned on the Earnest Money shall be delivered to Purchaser.

13.  Escrow Closing.  At the request of either party not less than Five (5) days
     prior to the Closing Date, the  transaction  contemplated by this Agreement
     shall be closed through a deed and money escrow with the Title Insurer. The
     escrow  instructions  shall be in the customary  form utilized by the Title
     Insurer, modified as required to accommodate such transaction.  Said escrow
     may be executed on behalf of each party by such party's respective attorney
     and shall be  auxiliary  to and shall not amend or modify  this  Agreement.
     This  Agreement  shall not be merged into nor in any manner  superseded  by
     said escrow. The cost of such escrow shall be borne by the party requesting
     the same.

14.  Seller's Deliveries. On the Closing Date, Seller shall deliver to the Title
     Insurer  or  Purchaser  and in  exchange  for the  payment to Seller of the
     Purchase Price the following closing documents:

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<PAGE>

     a.  A general  warranty  deed from Seller  conveying  to  Purchaser  or its
         assignee or nominee fee simple title to the  Property,  subject only to
         the Permitted Exceptions;

     b.  Non-Foreign Transferor Affidavit;

     c.  An Affidavit of Title in customary form;

     d.  A  certification  from Seller stating that all conditions  precedent to
         Closing have been satisfied ;

     e.  An ALTA statement;

     f.  A 1099 Solicitation;

     g.  Evidence of all required municipal approvals  satisfactory to the Title
         Insurer.

     h.  With regard to the Leases:

         i.    An assignment and assumption agreement with respect to each Lease
               and any permitted new leases;

         ii.   An estoppel certificate and subordination  agreement from each of
               the tenants under each Lease,  in form  reasonably  acceptable to
               Purchaser or Purchaser's lender, if any; and

         iii.  A letter  signed by Seller to each tenant  notifying  them of the
               sale of the Property to Purchaser  and other  matters  reasonably
               requested by Purchaser.

     i.  Any other  documents as may be  reasonably  required and  designated by
         Purchaser  or the Title  Insurer  to fully  effect and  consummate  the
         transactions contemplated hereby.

15.  Purchaser's  Deliveries.  On the Closing  Date,  Purchaser  in exchange for
     Seller's   deliveries  as  aforesaid  shall  deliver  to  Escrow  Agent  or
     Purchaser:

     a.  The Purchase Price, by cashier's or certified check, by check issued by
         the Title  Insurer,  or, if Seller shall so elect by written  notice to
         Purchaser  delivered  at  least  Forty-eight  (48)  hours  prior to the
         Closing,  by wire  transfer to a financial  institution  as directed by
         Seller.

     b.  Any other  documents as may be  reasonably  required and  designated by
         Seller  or the  Title  Insurer  to  fully  effect  and  consummate  the
         transactions contemplated

                                       10
<PAGE>

         hereby.

16.  Joint Deliveries. Seller and Purchaser shall jointly execute:

     a.  A closing statement; and

     b.  State of Illinois,  Cook County and City of Franklin  Park transfer tax
         declaration(s),  the  costs  of  which  transfer  taxes  shall  be paid
         pursuant to Paragraph 8 hereof.

17.  Default  by  Purchaser.  In the event of a default by  Purchaser  of any of
     Purchaser obligations under this Agreement,  Seller, as its sole remedy for
     default of Purchaser,  may terminate this Agreement, in which event neither
     party  shall  have any  further  rights or  obligations  hereunder  and the
     Earnest  Money and all interest  earned  thereon shall be paid to Seller as
     liquidated damages.

18.  Default by Seller.  In the event of a default by Seller of any of  Seller's
     obligations under this Agreement,  Purchaser may, at its option, pursue any
     one of the following remedies either separately or cumulatively:

     a.  Terminate this Agreement,  in which event, except as set forth below in
         this  paragraph,  neither  party  shall  have  any  further  rights  or
         obligations  hereunder  and the Earnest  Money and all interest  earned
         thereon shall be paid to Purchaser; or

     b.  Enforce  specific  performance  of  Seller's   obligations   hereunder,
         including  specifically the conveyance of the Property in the condition
         required hereby.

     In either event, Seller shall reimburse Purchaser for all costs incurred by
     Purchaser in obtaining the updated Survey.

19.  Notices. Any notice or election to be given or served hereunder shall be in
     writing and shall be delivered personally with a receipt requested therefor
     or sent by a  recognized  overnight  courier  service  or by United  States
     registered or certified mail, return receipt requested, postage prepaid and
     addressed to the parties at their respective  addresses set forth below and
     the same shall be  effective  (i) upon  receipt  or  refusal  if  delivered
     personally,  (ii) one (1)  business day after  deposit with such  overnight
     courier service,  or (iii) two (2) business days after deposit in the mails
     if mailed. A party may change its address for receipt of notices by service
     of a notice of such change in accordance herewith.

                  If to Seller:      Mr. Dan Pishny
                                     Maxus Properties, Inc.
                                     104 Armour Road
                                     North Kansas City, Missouri 64116

                  with a copy to:    Robert B. Thomson, Esq.

                                       11
<PAGE>

                                     Attorney at Law
                                     4324 Belleview, Suite 201
                                     Kansas City, Missouri 64111

                  If to Purchaser:   Vanguard Archives, Inc.
                                     3900 South Michigan Avenue
                                     Chicago, Illinois 60653
                                     Attention:  Helmut M. Mlakar

                  with a copy to:    Martin, Craig, Chester & Sonnenschein
                                     2215 York Road, Suite 550
                                     Oak Brook, Illinois 60523
                                     Attention:  John D. Purdy, Jr.

20.  Further Assurances. The parties each agree to do, execute,  acknowledge and
     deliver all such further acts,  instruments  and assurances and to take all
     such further  actions as shall be necessary or desirable to fully carry out
     this Agreement and to fully consummate the transaction contemplated hereby.

21.  Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
     understanding of the parties with respect to the subject matter hereof. All
     prior agreements and understandings are merged herein.

22.  Execution Date. The "Execution Date" of this Agreement shall be the date of
     the last  party's  execution;  provided,  however,  that if the party first
     signing this  Agreement  does not receive a fully  executed  counterpart of
     same from the other party hereto  within five (5)  business  days after the
     first party's execution hereof, then the offer or commitment to be bound by
     the first  executing  party shall  automatically  be revoked and withdrawn,
     whereupon neither party shall be bound hereto.

23.  Survival  and  Benefit.   All  representations,   warranties,   agreements,
     indemnifications and obligations of the parties shall,  notwithstanding any
     investigation made by any party hereto, survive the closing for a period of
     two (2) years and the same  shall  inure to the  benefit  of and be binding
     upon the respective  successors and assigns of the parties. The obligations
     of the parties to return or deliver or cause to be  returned  or  delivered
     the Earnest  Money,  together  with any  accrued  interest  thereon,  shall
     survive any termination of this Agreement.  Notwithstanding anything to the
     contrary  contained  herein,  neither  party  shall  assign  its  rights or
     obligations under this Agreement without prior written consent of the other
     party;  provided,   however,  the  parties  may  assign  their  rights  and
     obligations  hereunder to any of their  affiliates,  provided  Seller shall
     remain liable for the satisfaction of its obligations hereunder.

                                       12

<PAGE>

24.  Bulk Sales.  Prior to Closing  Seller shall  deliver to Purchaser  evidence
     reasonably satisfactory to Purchaser from:

     a.  The  Illinois  Department  of Revenue  that the sale of the Property to
         Purchaser  hereunder is not subject to, and does not subject  Purchaser
         to liability  under,  Section 902(d) of the Illinois Income Tax Act, 35
         ILCS 5/902(d),  or Section 5j of the Retailers'  Occupation Tax Act, 35
         ILCS 120/5j and any similar Illinois statute (the "Acts").

     b.  Any local taxing  authority  having  jurisdiction  that the sale of the
         Property to Purchaser hereunder is not subject to, and does not subject
         Purchaser to liability under,  any statute or ordinance  similar to the
         Acts administered by such local taxing authority.

         Any amounts subject to a stop order shall be withheld from the proceeds
         of sale  payable  to  Seller,  shall  be held by the  Escrow  Agent  or
         Purchaser,  as applicable,  and paid according to the stop order or any
         release thereof.

25.  Disclosure  to Internal  Revenue  Service.  Each party  agrees to cooperate
     fully with the other in completing or filing any disclosure documents or in
     otherwise  satisfying any disclosure  requirements of the Internal  Revenue
     Code of 1986, as amended (the "Code).

26.  Counterparts.  This  Agreement  and any  document  or  instrument  executed
     pursuant hereto may be executed in any number of counterparts each of which
     shall be deemed an original, but all of which together shall constitute one
     and the same instrument.

27.  Headings.  Descriptive  headings  are for  convenience  only and  shall not
     control or affect the  meaning or  construction  of any  provision  of this
     Agreement.

28.  Time for  Performance.  Whenever under the terms of this Agreement the time
     for performance of a covenant or condition  falls on a Saturday,  Sunday or
     legal  holiday,  such time for  performance  shall be  extended to the next
     business day; otherwise all references herein to "days" shall mean calendar
     days. Time is of the essence for the parties' performance hereunder.

29.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of Illinois.

30.  Attorneys' Fees. In any action to enforce the provisions of this Agreement,
     the prevailing party shall be entitled to collect as damages from the other
     party, in addition to all damages provided by law, such prevailing  party's
     court costs and reasonable attorneys fees.

31.  Purchaser Exchange. Seller acknowledges that Purchaser may elect to acquire
     all or a

                                       13
<PAGE>

     portion of the Property in connection with the completion of a tax-deferred
     exchange under Section 1031 of the Code. Therefore, Seller hereby agrees to
     take such steps as Purchaser  may  reasonably  require in order to complete
     such  tax-  deferred  exchange  including,  without  limitation,  accepting
     payment  of all or a portion  of the  Purchase  Price  from a third  party.
     Purchaser shall reimburse Seller at Closing for all out-of-pocket  expenses
     incurred  by Seller in excess of those  that would  have been  incurred  if
     Purchaser had not elected to effect an exchange involving the Property.

32.  Incorporation of Recitals.  The Recitals to this Agreement are incorporated
     herein.

Dated:   January 11, 2001

Seller:                                   Purchaser:
Maxus Realty Trust, Inc.                  Vanguard Archives, Inc.



By: /s/ David L. Johnson                  /s/ Helmut M. Mlakar



                                       14
<PAGE>

                                    EXHIBIT A

                                Legal Description

That part of the Southeast  Quarter of Section 19, Township 40 North,  Range 12,
East of the Third Principal Meridian, described as follows:

Commencing  at a point  in the  East  line of said  Southeast  Quarter  which is
1849.19 feet North of the Southeast  corner thereof;  thence South 89 degrees 59
minutes 13 seconds West, in a line drawn at right angles to said East line,  for
a distance of 2299.41  feet to a point,  said point being the place of beginning
of the following  described  tract of land,  to wit:  Thence North 00 degrees 00
minutes 47 seconds West on a line  2299.41  feet West of and  parallel  with the
East  line of  said  Southeast  Quarter  for a  distance  of  137.41  feet to an
intersection  with the South line of the right-of-way of a tract of the Chicago,
Milwaukee, St. Paul and Pacific Railroad;  thence South 73 degrees 56 minutes 40
seconds  East for a distance of 80.13 feet,  to its  intersection  with a curved
line,  convex  to the  Northeast  and  having a radius of  394.28  feet;  thence
Southeasterly along said curved line for a distance of 518.97 feet to a point of
tangency;  thence  South 00 degrees 00 minutes 47 seconds East on a line tangent
to the last  described  curved line and being  1927.41 feet West of and parallel
with the East line of said  Southeast  Quarter  for a distance  of 184.99  feet;
thence South 9 degrees 26 minutes 57 seconds  West 121.66 feet;  thence South 00
degrees  00  minutes 47 seconds  East  30.00  feet;  thence  South 89 degrees 59
minutes  13  seconds  West  322.0  feet;  thence  North 00 degrees 00 minutes 47
seconds  West 601.26  feet;  thence  South 89 degrees 59 minutes 13 seconds West
30.00 feet to the point of beginning; in Cook County, Illinois.

                                       15

<PAGE>

                                    EXHIBIT B

                              Permitted Exceptions

1.   General real estate taxes for the 2000 and subsequent years

2.   Subject to the  provisions  of paragraph  4.a.iii,  covenants,  conditions,
     easements  and  restrictions  of  record,  provided  that  the  same do not
     materially interfere with Purchaser's use and enjoyment of the Property.

3.   Acts done by Purchaser or Purchaser's employees, agents or contractors.


                                       16

<PAGE>

                                    EXHIBIT C

                                     Leases

Office/Warehouse  Lease  Agreement  dated June 2, 1989 between  Nooney  Krombach
Company,  as agent  for the Owner  and  Household  Finance  Corporation  III,  a
Delaware corporation,  as amended by First Amendment to Lease dated July 6, 1994
and Second Amendment to Lease dated March 30, 1999

                                       17
<PAGE>

                        FRANKLIN PARK DISTRIBUTION CENTER
                             Franklin Park, Illinois

LEASE ABSTRACT

Tenant:                             Household Finance Corporation III

Square Footage:                     91,855 (Part of larger 162,437 SF Building)

Original Commencement Date:         7/1/89

Original Term:                      5 year 6 months, expiring 12/31/94

Expiration:                         12/31/04 (2nd Extension Expiration)

1st Amendment:                      5-year extension from 1/1/95 to 12/31/99,
                                    signed 7/6/94

2nd Amendment:                      5-year extension from 1/1/00 to 12/31/04,
                                    signed 3/30/99

Net Rent - Original Term:           1/90 - 12/94      $2.75 p.s.f.

Net Rent - 1st Extension:           1/95 - 12/97      $2.95 p.s.f.
                                    1/98 - 12/99      $3.05 p.s.f.

Net Rent - 2nd Extension:           1/00 - 12/00      $3.05 p.s.f.
                                    1/01 - 12/01      $3.14 p.s.f.
                                    1/02 - 12/02      $3.23 p.s.f.
                                    1/03 - 12/03      $3.33 p.s.f.
                                    1/04 - 12/04      $3.43 p.s.f.

Use:                                General office and/or receiving, warehousing
                                    and shipping products distributed by Tenant.

Additional Rent:                    Tenant pays proportionate share of taxes and
                                    insurance

CAM:                                Tenant responsible for CAM directly

Management Fee:                     Not recoverable

Utilities:                          Tenant pays directly

Landlord's Repair & Maintenance:    Structural portion of roof, foundation,
                                    external walls, subfloors, and utility
                                    lines.

HVAC:                               Tenant responsible for repair and
                                    maintenance

Parking Lots:                       Tenant must reimburse landlord for repairs




<PAGE>

Landlord T.I. Contribution:         $200,000 (maximum) in 1999

Option to Terminate:                3 months notice required with penalty
                                    payment

Penalty (first 2 years):            24 month's rent plus unamortized cost of
                                    TI's discounted at 2% over prime for 5 years

Penalty (after 2 years):            12 month's rent plus unamortized cost of
                                    TI's discounted at 2% over prime for 5 years

Option to Renew:                    5-year option with 12 month's notice at
                                    market

</TEXT>
</DOCUMENT>
