MAXUS REALTY TRUST, INC.
                                 CODE OF CONDUCT
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     Introduction

                  This  Code  of  Conduct  (this "Code")(1) is applicable to our
     trustees, officers and employees.  As  used in this Code, "we", "our", "us"
     or  the  "Trust" means Maxus Realty Trust, Inc., and "you" means a trustee,
     officer or  employee  of  the  Trust,  as appropriate. The Trust's Board of
     Trustees (the "Board") has  adopted  this  Code  to deter wrongdoing and to
     promote  honest  and   ethical  conduct,  proper  disclosure  of  financial
     information in  the Trust's periodic reports and compliance with applicable
     laws,   rules  and  regulations  by  the  Trust's  trustees,  officers  and
     employees.

     General obligations

         In performing your duties, we expect you to:

         o    Conduct  yourself  honestly  and  ethically, including the ethical
              handling  of  actual  or  apparent  conflicts  of interest between
              personal and professional relationships.

         o    Refrain from  using  your  position for personal gain or competing
              directly or indirectly with the Trust.

         o    Provide, or cause to be provided, full, fair, accurate, timely and
              understandable  disclosures  in  (i) reports and documents that we
              file  with  the Securities and Exchange Commission (the "SEC") and
              (ii) in other public communications made by us.

         o    Comply, and  encourage  others  reporting to you to comply, in all
              material  respects  to  all  applicable  rules  and regulations of
              federal,  state  and  local governments, the SEC, NASDAQ and other
              appropriate private and public regulatory agencies.

         o    Comply, and encourage others reporting to you to comply, with this
              Code  and all other codes of business conduct or ethics adopted by
              us from time to time.

         o    Promptly  report, and encourage others reporting to you to report,
              any  known  waiver or violation of this Code to Christine Robinson
              or a member of our Audit Committee.

     Waivers from or Changes to the Code

                  The Board  will  have  the  sole  and  absolute  discretionary
     authority to approve any changes to this Code and, in the case of a trustee
     or an executive officer(2), any  waivers from

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         1 This Code is specifically intended to meet the requirements of
Section 406 of the Sarbanes-Oxley Act of 2002 (including any amendments) and the
rules promulgated thereunder and NASDAQ Rule 4350(n).
         2 The Trust's executive officers include our chief executive officer,
chief financial officer and chief accounting officer or controller or persons
performing similar functions.


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     this Code. Any waiver from this Code, including an  implicit  waiver, for a
     trustee or an executive officer will be promptly disclosed on a Form 8-K or
     any  other  means  approved  by  the  SEC. Such disclosure will include the
     nature of the waiver, the name of the trustee or  the  executive officer to
     whom the Board granted the waiver and the date of the waiver. Any change to
     this  Code  will  be promptly disclosed as required by law or regulation of
     the SEC or NASDAQ.

     Administration of and Compliance with this Code

                  Procedures for Raising  Concerns.  You are  expected to comply
     with this Code and to report any possible  violation of  this Code, so that
     it  can  be investigated and evaluated. Concerns may be presented in person
     or  in  writing  to Christine  Robinson or a member of our Audit Committee.
     Concerns  may be reported on a confidential  and anonymous  basis.  Written
     concerns should be addressed to Christine Robinson or a member of our Audit
     Committee  at  Maxus Realty Trust, Inc.,  Attention:  Audit Committee,  104
     Armour Road, P.O. Box 34729, North Kansas City, Missouri 64116.

                  Procedures  for Investigating and Resolving Concerns.  Reports
     of possible violations will be forwarded to our Chief Executive Officer and
     a  member  of  our  Audit  Committee,  who may, in their discretion, assume
     responsibility  for  evaluating  any  possible  violation  and directing or
     conducting   any   investigation  or  may  delegate  any  portion  of  such
     responsibility to a committee of the Board or another person or entity. The
     Audit  Committee  will have the authority to engage independent counsel and
     other  advisers,  as it deems necessary, to assist in its investigation and
     decision process.

                  After  conducting  the  investigation,  the  results  will  be
     evaluated  and  the  Chief Executive Officer and/or the Audit Committee, as
     appropriate,  will  authorize  such   response,  follow-up  and  preventive
     actions,  if  any,  as  are deemed necessary and appropriate to address the
     substance of  the reported possible violation. We reserve the right to take
     whatever  action  it believes appropriate, up to and including discharge of
     any trustee,  officer  or  employee  determined to have engaged in improper
     conduct.

                  We will not penalize or retaliate against any person or entity
     for  reporting  a  possible  violation  in good faith. We will not tolerate
     retaliation against any person or entity for submitting, or for cooperating
     in the investigation of, a possible violation. Any retaliation will warrant
     disciplinary action against the person who wrongfully retaliates, up to and
     including termination of employment.