MAXUS REALTY TRUST INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex1007.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
                      SIXTH AMENDMENT TO PURCHASE AGREEMENT

     THIS SIXTH AMENDMENT TO PURCHASE  AGREEMENT (the "Sixth Amendment") is made
as of the 30th day of October,  2001, by and between WATERTON  RAINTREE,  LLC, a
Delaware limited  liability  company  ("Seller"),  and KelCor,  Inc., a Missouri
corporation ("Buyer").

                                   WITNESSETH:

     WHERAS,  Seller and Buyer executed that certain Purchase Agreement dated as
of June 7, 2001,  as amended by that  certain  (i) First  Amendment  to Purchase
Agreement  dated  as of  July  11,  2001,  (ii)  Second  Amendment  to  Purchase
Agreement,  dated  as of July  27,  2001,  (iii)  Third  Amendment  to  Purchase
Agreement,  dated as of  August 9,  2001,  (iv)  Fourth  Amendment  to  Purchase
Agreement, dated August 30, 2001, and (v) Fifth Amendment to Purchase Agreement,
dated as of October 22, 2001 (collectively,  the "Original Contract"),  pursuant
to which  Seller  agreed to sell to Buyer,  and Buyer  agreed to  purchase  from
Seller,  that  certain  parcel of land and  improvements  commonly  known as the
Barrington Hills Apartments,  located in Little Rock, Arkansas (the "Property"),
and

     WHEREAS,  the  parties  hereto  desire to amend the  Original  Contract  in
accordance with the terms and conditions specified herein.

     NOW THEREFORE,  in consideration  of the foregoing  covenants and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

     1. Definitions.  The foregoing  recitals are hereby  incorporated into this
Sixth  Amendment.  All capitalized  terms not defined herein shall have the same
meaning ascribed to them in the Original  Contract.  The Original  Contract,  as
hereby  amended,  shall be referred to  collectively  as the  "Contract" and all
references in the Original  Contract to "this  Agreement,"  "the  Agreement," or
"herein" or similar terms shall mean the Original  Contract,  as amended by this
Sixth Amendment.

     2. Closing Date.  Paragraph 3B of the Original  Contract is hereby modified
to change the Closing Date to November 15, 2001.

     3. Counterparts;  Facsimile  Execution.  The parties hereto agree that: (a)
this Sixth  Amendment  may be  executed in several  counterparts,  each of which
shall be  deemed  an  original  and all of  which  counterparts  together  shall
constitute one and the same instrument,  and that executed counterpart originals
shall be satisfactory  for purposes of enforcing this Sixth  Amendment;  and (b)
original  signatures  transmitted via facsimile shall be acceptable for purposes
of executing this Sixth Amendment.  If counterpart originals are executed and/or
original  signatures  are  transmitted  by facsimile,  the parties  hereto shall
endeavor in good faith to deliver to each other executed  counterpart  originals
within ten (10) days from the date hereof.

     4.  Effect of  Modification.  Except as  expressly  modified  by this Sixth
Amendment,  the terms and conditions of the Original  Contract  shall  otherwise
remain in full force and effect, without change.


<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this Sixth
Amendment as of the date first above written.

SELLER:

WATERTON RAINTREE, LLC,
A Delaware limited liability company

By: Waterton Residential Property Fund II, L.P.
    Its managing member

    By: Waterton Fund II Managers, L.P.
        Its general partner

        By: VS Managers, L.L.C.
            Its general partner

            By:/s/ Peter M. Vilim
            Name:  Peter M. Vilim
            Title: Member


BUYER:

KelCor, INC.,
a Missouri corporation

By:  /s/ Daniel W. Pishny
Name:    Daniel W. Pishny
Title:   President

</TEXT>
</DOCUMENT>
