MAXUS REALTY TRUST INC
EXHIBIT 10.1- ASSUMPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>assumptionagreement.txt
<DESCRIPTION>EXHIBIT 10.1- ASSUMPTION AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1
                              ASSUMPTION AGREEMENT

     THIS  AGREEMENT  ("Agreement")  is made as of August 17,  2001 by and among
First UNUM Life Insurance Company, a New York corporation, successor in interest
to NY Holdings 1994-1, with a mailing address of 2211 Congress Street, Portland,
Maine 04122-0590 ("UNUM"), King's Court Investors Limited Partnership,  a Kansas
limited  partnership,  with a mailing address of 1901 W. 47th Place,  Suite 300,
Westwood,  Kansas  66205  ("Borrower"),  Maxus  Realty  Trust,  Inc., a Missouri
corporation  with a mailing  address  of 104 Armour  Road,  North  Kansas  City,
Missouri 64116 ("Buyer"), David L. Johnson, an individual with a mailing address
of 104 Armour Road, North Kansas City, Missouri 64116 ("Principal") and Security
Bank of Kansas City, a Kansas banking  corporation with a mailing address of One
Security  Plaza,   701  Minnesota,   Kansas  City,   Kansas  66101,  as  trustee
("Trustee").

                                R E C I T A L S:

     A.  Borrower  is the  lessee of certain  real and  personal  property  (the
"Property") located in Olathe,  Kansas,  legally described in Exhibit A attached
hereto and  incorporated  herein,  encumbered  by among other  things,  (a) that
certain Lease  Agreement  between the City of Olathe,  Kansas (the "Issuer") and
Borrower,  dated as of November 1, 1998  ("Lease");  (b) that certain  Leasehold
Mortgage  and  Security  Agreement by and between  Trustee,  and Borrower  dated
December 1, 1998 and recorded in Book 5955,  page 295, as Document No.  2917655,
of the  Official  Records of the Register of Deeds of Johnson  County,  State of
Kansas  ("Mortgage");  (c) that certain  Assignment  of Rents,  Leases and Other
Benefits by and between  Trustee,  and Borrower dated as of December 1, 1998 and
recorded in Book 5955, Page 329, Document No. 2917656 of the Official Records of
the Register of Deeds of Johnson County, State of Kansas ("Assignment"); and (d)
the Amended and Restated Land Use Restriction  Agreement  among the Issuer,  the
Trustee and  Borrower  dated as of  November 1, 1998 and  recorded in Book 5955,
Page 216,  Document No. 2917650 of the Official Records of the Register of Deeds
of Johnson County, State of Kansas ("LURA").

     B. Principal is the Chairman of the Board of Buyer.

     C.  UNUM  is  the  holder  for  value  of  Bonds  dated  December  1,  1998
(collectively,  the "Bonds" and each a "Bond"), in the original principal amount
of $2,209,000.00  issued by Issuer and directly or indirectly  secured by, among
other things, the Mortgage and the Assignment.

     D.  In  conjunction  with  the  issuance  of  the  Bonds,  Borrower  or its
principals also executed the additional following documents:  (i) Tax Compliance
Agreement dated as of November 1, 1998 between the Issuer and the Borrower; (ii)
Guaranty  (Covenants)  dated  December  1, 1998 from  Alson R.  Martin,  Fred N.
Coulson, III and Kevin K. Nunnick ("Guaranty") (iii) Environmental Agreement and
Indemnity  dated November 30, 1998 from the Borrower,  Alson R. Martin,  Fred N.
Coulson,  III and Kevin K. Nunnick  ("Environmental  Agreement")  (the foregoing
documents,   together  with  the  Lease,  Mortgage,   Assignment  and  LURA  are
hereinafter collectively referred to as the "Loan Documents").

     E. Borrower  wishes to assign the Lease to Buyer,  and Borrower,  Principal
and Buyer have requested that UNUM and the Trustee  consent to the assignment of
the  Lease  to  Buyer  upon  the   following   conditions   with  the  following
understandings,  and  UNUM  and the


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Trustee have agreed  to  consent  to this assignment of the Lease (but no future
assignment  or transfer)  upon the terms and conditions set forth below.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable consideration, the parties do hereby agree as follows:

     1. Borrower and Buyer agree that the unpaid principal  balance of the Bonds
is, as of the date  hereof,  Two  Million  Two  Hundred  Nine  Thousand  Dollars
($2,209,000.00),  and further agree that the Loan  Documents are valid,  binding
agreements  enforceable in accordance with their  respective terms without right
of offset, defense or counterclaim thereto. They further agree that the Mortgage
and the Assignment create a paramount first lien against,  and security interest
in, the  Property,  subject to no other  encumbrances  except  current taxes and
assessments,  if any, which may constitute a lien against the Property but which
are not due and payable at the present  time,  and such other  exceptions as may
have been agreed to in writing by UNUM.

     2. Buyer hereby assumes and agrees to pay, perform and be bound by the Loan
Documents,  just  as if  Buyer  had  executed  them  originally  and  except  as
hereinafter   provided  (including  in  paragraph  5  below  pertaining  to  the
Environmental Agreement),  Borrower is released from any liability or obligation
under or provided by the Loan  Documents to the extent,  but only to the extent,
that it can prove that (i) such liability or obligation  first accrued after the
date hereof,  and (ii) Borrower is not in any way, either directly or indirectly
responsible for such liability or obligation. Buyer and Principal agree that the
provisions  of Section 4.5 of the Lease which  include a limitation of liability
and certain exceptions thereto are incorporated  herein by reference as if fully
set forth herein and that the liability thereunder is expressly assumed by Buyer
and  Principal and the  limitation on liability is expressly  confirmed by UNUM.
Nothing  contained in that  Section 4.5 of the Lease shall:  (i) be construed to
prevent  UNUM or the Trustee  from  exercising  and  enforcing  any other remedy
allowed  at law or equity or allowed  by any of the Loan  Documents;  or (ii) be
deemed to limit the  liability of Buyer and  Principal for failure to deliver to
the Trustee for the benefit of UNUM any rents or other  income  derived from the
operation of the Property  received by Buyer at anytime  subsequent  to the date
that Trustee or UNUM  provides  notice to Buyer that Buyer's  license to collect
the same has terminated in accordance with the  above-described  Assignment;  or
(iii)  limit  Buyer's  liability  under  Section  1.11  of the  Mortgage  or the
liability of Buyer and Principal under the Environmental Agreement and Indemnity
executed or assumed by Buyer and Principal in favor of UNUM on or about the date
hereof.   Furthermore,   Buyer  and   Principal   understand   and  agree   that
notwithstanding  the  limitation of liability  hereinabove  set forth,  if Buyer
reassigns the Lease or transfers or further  encumbers the Property in violation
of the terms and provisions of the Mortgage,  commencing upon the effective date
of any such assignment, transfer or encumbrance, Buyer and Principal thenceforth
shall be personally liable, jointly and severally, for the payment of principal,
interest  and all other  payment due and  payable  under the Lease and the other
Loan Documents.

     3.  Buyer and  Principal  represent  to UNUM that  each  possesses  and has
carefully reviewed complete and accurate copies of the Loan Documents.

     4. UNUM and the Trustee  hereby  consent to the  assignment of the Lease to
Buyer under the  conditions  of and with the  understandings  contained  in this
Agreement.  Borrower,  Principal and Buyer agree that this  Agreement  shall not
imply any consent by UNUM to any future  sale,  conveyance,  assignment,  lease,
disposition, further encumbrance or other transfer of
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the Property or, except as  provided  hereinbelow,  the Buyer's interest therein
or in the Lease without the prior  written  consent of UNUM and compliance  with
all other  conditions  in the Loan  Documents.  Without limiting  the foregoing,
Buyer  acknowledges and agrees that the one-time right to transfer under Section
1.11 (e)  of  the  Mortgage  is  extinguished  and is  not  available  to Buyer.
Notwithstanding  the  foregoing  and  the provisions  of Section 1.11 (b) of the
Mortgage,  for so long as the Buyer is a  corporation whose shares are traded on
a public stock exchange,  transfers and issuance  of the capital  stock of Buyer
shall be permitted to the extent that no such  transfer or  issuance  results in
(i) the  persons or  entities  that are currently  the  stockholders of Buyer at
any time holding  less  than 51% of  the  outstanding capital stock of Buyer, or
(ii)  Principal  holding  at  any time less than  10% of the outstanding capital
stock of Buyer.

     5. Borrower and Buyer agree that this Agreement does not create or evidence
a  release  by  UNUM of any  obligation  of  Borrower  under  the  Environmental
Agreement.  Borrower  hereby  ratifies the terms of and confirms its obligations
under the Environmental Agreement.

     6. Buyer and UNUM agree that this Agreement  shall not create or evidence a
novation of the Loan Documents.

     7. From and after the date hereof,  Buyer shall not have any right,  except
as otherwise  specifically provided, to redeem all or a portion of the principal
balance  of the Bonds  until  January  1, 2005.  From  January  1, 2005  through
maturity,  Buyer  shall  have the right to redeem all or a portion of the Bonds,
upon payment of the principal  amount thereof,  plus accrued interest thereon to
the redemption date, plus, if the optional  redemption  occurs prior to December
1, 2010, the "Special Redemption Premium" (as hereinafter defined).

     The "Special  Redemption Premium" means the sum of (i) the amount which, if
invested with the outstanding  principal  amount of a Bond, would return to UNUM
the discounted  present value of the anticipated stream of payments on the Bonds
utilizing a discount  factor equal to the Tax Free Rate  (defined  below),  plus
(ii) the amount,  if any,  equal to the amount of income  taxes the owner of the
applicable  Bond may incur as the result of receipt  of the  Special  Redemption
Premium (as certified in writing by the applicable Bond owner to the Trustee and
the Buyer).

     The  "Tax  Free  Rate"  means  the  annual  rate of  return  on "AA"  rated
government obligation municipal bonds maturing at or nearest December 1, 2010 as
reported in Bloomberg  Financial  Markets  Commodities News on the date which is
five Business Days prior to (i) the  redemption  date pursuant to Section 303 or
306 of the Trust  Indenture  dated as of  November  1, 1998  between  Issuer and
Trustee, (ii) the accelerated maturity date of the Bonds pursuant to Section 702
of said Trust Indenture, or (iii) the date written notice is given that the Bond
Interest Rate (defined in said Trust  Indenture) will be the Index Rate (defined
in said Trust Indenture), as applicable.

     Buyer acknowledges and agrees that UNUM is consenting to the assignment and
assumption of the Lease in  consideration of the receipt by UNUM of all interest
and other  benefits  intended  to be  conferred  by the Bonds and the other Loan
Documents  and if payments of principal  are made to UNUM prior to the regularly
scheduled due date of such payments, for whatever reason (whether voluntarily or
involuntarily  as a result of (a)  acceleration  of the Bond

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and the amounts due under the Lease on account  of an Event of Default under the
Bonds or the Loan Documents, (b)  the  exercise  of  UNUM's  or  the   Trustee's
rights  under "due-on-sale," "due-on-encumbrance" or similar  provisions  in the
Loan Documents, (c) in connection with any bankruptcy  proceeding  involving the
Property or (d) in  connection  with  any  foreclosure of the  Property, whether
judicial  or non-judicial),  UNUM will not receive all such  interest  and other
benefits and may incur additional costs.

     For these reasons,  and to induce UNUM to consent to the assignment and the
assumption of the Lease,  Buyer  expressly  waives any right to redeem the Bonds
except  pursuant to this  Section 7 and agrees that and agrees  that,  except in
cases where the Note is prepaid from casualty insurance proceeds or condemnation
awards  (which  shall be  addressed  as  described  in Section  304 of the Trust
Indenture),  all other voluntary and involuntary prepayments will be accompanied
by the premium  specified above. all voluntary and involuntary  prepayments will
be accompanied by the premium  specified  above.  Such premium shall be required
whether payment is made by Buyer, anyone on behalf of Buyer, or by the purchaser
at any judicial or non-judicial foreclosure sale, and may be included in any bid
by UNUM at such sale.

     By its initials  appearing  below,  Buyer  acknowledges  that:  (i) it is a
knowledgeable and sophisticated real estate investor;  (ii) it fully understands
the effect of the provisions of this Section 7; (iii) the consent of UNUM to the
assumption  of the Lease by Buyer at the interest rate and other terms set forth
in the Loan  Documents  is  sufficient  consideration  for the  inclusion of the
provisions in this Section 7; and (iv) UNUM would not consent to the  assignment
and  assumption of the Lease on the terms set forth herein without the inclusion
of such provisions.  Buyer also acknowledges that the provisions of this Section
7 limiting  the right of  redemption  and  providing  for payment of the premium
specified above were independently  negotiated and bargained for, and constitute
a  specific,  material  part of the  consideration  given  by  Buyer to UNUM for
consenting to the transfer to Buyer of Borrower's interest in the Lease.

                                                        /s/ DLJ
                                                    ------------------
                                                     BUYER'S INITIALS

     8. It is agreed  that  neither  Borrower  nor Buyer nor  Principal  has any
defenses or offsets against the indebtedness evidenced by the Bonds and the Loan
Documents.

     9. Borrower and Buyer agree that all costs,  expenses and fees,  including,
but not limited to,  recording fees and attorneys  fees,  incurred in connection
with the transaction  contemplated  herein shall be the sole  responsibility  of
Borrower  and Buyer,  and that UNUM shall  incur no costs or  expenses  relating
thereto.

     10.  This  Agreement  shall bind and inure to the  benefit  of the  parties
hereto and their heirs, personal  representatives,  successors,  assigns and the
subsequent  holders or owners of the Loan  Documents.  This  Agreement  shall be
governed by and construed in accordance with the laws of the State of Kansas.

     11. This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

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     IN WITNESS  WHEREOF,  this Agreement has been executed as of the date above
written.

                                  King's Court Investors Limited Partnership, a
                                  Kansas limited partnership

                                  By: King's Court Associates, L.L.C., a Kansas
                                  limited liability company, its general partner

                                  By: /s/ ARM
                                          Alson R. Martin, its Authorized Member

                                  First UNUM Life Insurance Company

                                  By: /s/ Shelley Stuart Carvel
                                  Its:    Shelley Stuart Carvel
                                          Assistant Vice President

                                  Maxus Realty Trust, Inc.

                                  By: /s/ David L. Johnson
                                  Its:    Chairman

                                  Security Bank of Kansas City, as Trustee

                                  By: /s/ Raymond J. Hintz
                                  Its:    Vice President & Trust Officer

     By signing below, David L. Johnson agrees to be liable only for matters set
forth in Sections 2, 3, and 8 of this Assumption Agreement.


                                   /s/ David L. Johnson
                                       David L. Johnson

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                                 ACKNOWLEDGMENTS

STATE OF Missouri          )
                           )
COUNTY OF Jackson          )

     I, the  undersigned,  a Notary Public in and for said County in said State,
do hereby  certify  that Alson R.  Martin,  whose name as  Authorized  Member of
King's Court Associates,  L.L.C., a Kansas limited liability company and general
partner  of  King's  Court  Investors  Limited  Partnership,  a  Kansas  limited
partnership,  is signed to the foregoing instrument, and who is known to me, and
known to be such member, acknowledged before me on this day that, being informed
of the contents of said instrument,  he, as such member and with full authority,
executed the same voluntarily for and as the act of said company.

     Given under my hand and official seal this the 17th day of August, 2001.

                                               Roger A. Dains
                                               Notary Public
                                               My Commission expires:  1-27-2005


STATE OF MAINE
COUNTY OF CUMBERLAND, ss.                                        August 16, 2001

     Then personally appeared the above-named  Shelley Stuart Carvel,  Assistant
VP  of  First  UNUM  Life  Insurance  Company  and  acknowledged  the  foregoing
instrument to be her free act and deed, in her said  capacity,  and the free act
and deed of First UNUM Life Insurance Company.

     Given under my hand and official seal this the 16th day of August, 2001.

                                               Pauline D. Corbeil
                                               Notary Public
                                               Commission Expires: June 13, 2008

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STATE OF Missouri          )
                           )
COUNTY OF Jackson          )

     I, the  undersigned,  a Notary Public in and for said County in said State,
do hereby  certify that David L. Johnson,  whose name as  Authorized  Officer of
Maxus Realty  Trust,  Inc., a Missouri  corporation,  is signed to the foregoing
instrument,  and who is known to me, and known to be such officer,  acknowledged
before me on this day that,  being informed of the contents of said  instrument,
he, as such officer and with full authority,  executed the same  voluntarily for
and as the act of said corporation.

     Given under my hand and official seal this the 17th day of August, 2001.

                                           /s/ Roger A. Dains
                                               Notary Public
                                               My Commission expires:  1-27-2005


STATE OF  KANSAS  )
                  )
COUNTY OF JOHNSON )

     I, the  undersigned,  a Notary Public in and for said County in said State,
do hereby certify that Raymond J. Hintz,  whose name as Authorized Trust Officer
of Security Bank of Kansas City, a Kansas banking corporation,  is signed to the
foregoing  instrument,  and who is known to me,  and  known to be such  officer,
acknowledged  before me on this day that, being informed of the contents of said
instrument,  he, as such  member  and with  full  authority,  executed  the same
voluntarily for and as the act of said corporation.

     Given under my hand and official seal this the 16th day of August, 2001.

                                              /s/ Vicki L. Epps
                                                  Notary Public
                                                  My Commission expires: 5/29/05
                                       7
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STATE OF Missouri          )
                           )
COUNTY OF Jackson          )

     I, the  undersigned,  a Notary Public in and for said County in said State,
do hereby  certify that David L. Johnson,  whose name is signed to the foregoing
instrument,  and who is known to me, and known to be such  person,  acknowledged
before me on this day that,  being informed of the contents of said  instrument,
he executed the same voluntarily.

     Given under my hand and official seal this the 17th day of August, 2001.

                                        /s/ Roger A. Dains
                                            Notary Public
                                            My Commission expires:  1-27-2005
                                       8
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                                   EXHIBIT "A"

TRACT I:
LOTS 1, 2, 3 AND 4,  BLOCK 1;  LOTS 1, 2, 3 AND 4,  BLOCK 2; LOTS 1, 2, 3 AND 4,
BLOCK 7; LOTS 1, 2, 3 AND 4,  BLOCK 8;  LOTS 1, 2, 3 AND 4,  BLOCK 9; AND LOT A,
EXCEPT THE EAST 10 FEET OF LOT A, ALL IN KING'S COURT, A SUBDIVISION IN THE CITY
OF OLATHE, JOHNSON COUNTY, KANSAS.

TRACT II:
LOTS 1, 2, 3, 4 AND 5,  BLOCK 3; LOTS 1, 2, 3 AND 4, BLOCK 4; LOTS 1, 2, 3, 4, 5
AND 6, BLOCK 5; LOTS 1, 2, 3, 4, 5 AND 6, BLOCK 6; AND LOT B, EXCEPT THE EAST 10
FEET OF LOT B, ALL IN KING'S COURT, A SUBDIVISION IN THE CITY OF OLATHE, JOHNSON
COUNTY, KANSAS.

TRACT III:
LOT C,  BLOCK 10,  KINGS'COURT,  A  SUBDIVISON  IN THE CITY OF  OLATHE,  JOHNSON
COUNTY, KANSAS

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