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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     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

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