<PAGE>

                                                                    Exhibit 10

                                                                      JPMORGAN

                                     [LETTERHEAD]




June 22, 1995

The Board of Directors
UNR Industries, Inc.
332 South Michigan Avenue
Chicago, Illinois 60604

Attention:  Mr. Thomas A. Gildehaus
            President and Chief Executive Officer

Members of the Board:

This letter confirms our understanding (the "Agreement") that UNR Industries, 
Inc. (together with its subsidiaries and affiliates, the "Company") has 
engaged J.P. Morgan Securities Inc. ("J.P. Morgan") to act as the Company's 
exclusive financial advisor with respect to the Company's analysis and review 
of its general corporate and financial strategies and its consideration of 
various potential strategic or financial transactions, including any sale, 
merger, consolidation, or any other business combination, in one or a series 
of transactions, involving all or a portion of the stock, assets, or business 
of the Company or any of its subsidiaries or divisions (each, a "Business 
Combination"), any repurchase by the Company of a significant amount of its 
securities, any recapitalization of the Company, or any spin-off, split-off, 
or other extraordinary dividend in excess of $1.00 per share on the Company's 
common stock, in cash, securities, or other assets, to stockholders of the 
Company (each of the foregoing, including any Business Combination, a 
"Transaction").

As discussed, we propose to undertake certain services on your behalf as part 
of our mandate to assist you in analyzing and evaluating various strategic 
and financial alternatives, including to the extent requested by you:
(i) assisting you in preparing an offering memorandum describing the Company, 
its operations, historical performance, and future prospects,
(ii) identifying and contacting selected qualified acquirors acceptable to 
you, (iii) arranging for potential acquirors to conduct business 
investigations, (iv) assisting you in negotiating the financial aspects of 
any proposed Transaction, and (v) delivering an opinion to the Board of 
Directors of the Company, if requested, as to the fairness to the Company's 
stockholders from a financial point of view of the consideration to be 
received by the Company's stockholders in any proposed Transaction (an 
"Opinion").

As compensation for the services to be rendered hereunder by J.P. Morgan, the 
Company agrees to pay J.P. Morgan (i) an engagement fee (the "Engagement 
Fee") of $200,000 payable promptly upon execution of this Agreement,
(ii) a success fee as described below (the "Success Fee"), and (iii) a no-go 
fee (the "No-Go Fee") of $300,000, payable 12 months from the date of this 
Agreement in the event that a bona fide written proposal (or proposals) for a 
Business Combination (or Business Combinations), determined by the Board of 
Directors to be reasonably acceptable, is received from a third party (or 
parties) during the

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term of this Agreement, and the Company has rejected such proposal (or 
proposals) and no alternative Transactions are or become available to the 
Company during the term of this Agreement.

The Success Fee (except as otherwise provided in this paragraph) referred to 
in clause (ii) above shall be in an amount equal to (1) 0.70% (70 basis 
points) of the Aggregate Transaction Value (as hereinafter defined) if only 
one Business Combination is consummated by the Company and (2) .80% (80 basis 
points) of the Aggregate Transaction Value if two or more Business 
Combinations are consummated. If the Company consummates any sale or other 
transfer of stock, assets or business of its Home Products division to 
Franke, Inc. (a "Home Products Transaction"), the foregoing Success Fee 
structure shall not apply to such Transaction and J.P. Morgan shall receive 
instead a Success Fee equal to .35% (35 basis points) of the Aggregate 
Transaction value of such Home Products Transaction; PROVIDED, however, that 
the Success Fee structure slated in the first sentence of this paragraph 
shall apply to any Transaction involving the Home Products division other 
than such a sale or other transfer to Franke, Inc. The Engagement Fee paid to 
J.P. Morgan hereunder shall be credited to any Success Fee payable to J.P. 
Morgan hereunder. A Success Fee shall be payable with respect to each 
Transaction in cash upon consummation of such Transaction. In the event that 
the Company enters into a Transaction other than a Business Combination, J.P. 
Morgan and the Company will negotiate, in good faith, a mutually agreeable 
Success Fee, which will take into account, among other things, the results 
obtained and the custom and practice among investment bankers acting in 
similar transactions.

For purposes of this Agreement, "Aggregate Transaction Value" means the 
aggregate amount of consideration received by the Company and/or its 
stockholders (treating any shares issuable upon exercise of options, 
warrants, or other rights of conversion as outstanding) in all Transactions, 
plus the amount of any debt securities or other liabilities assumed, 
redeemed, or remaining outstanding or equity securities redeemed or remaining 
outstanding in connection with all Transactions, plus, without duplication, 
the value of any securities, cash, or other assets (in the case of 
distributions to the Company's common stockholders, including only 
extraordinary dividends in excess of $1.00 per share on the Company's common 
stock) distributed to stockholders of the Company since the date hereof.

For purposes of this Agreement, a Transaction  shall be deemed to have been 
consummated upon the earliest of any of the following events to occur:
(a) the acquisition by another person of at least 80% of the outstanding 
common stock of, or voting power in, the Company; (b) a merger or 
consolidation of the Company with another person; (c) the acquisition by 
another person of assets of the  Company representing at least 5% of the 
Company's book value; (d) acquisition by the Company (including any such 
acquisition by any shareholder of the Company) of at least 20% of its 
outstanding equity securities; (e) consummation of any recapitilization; or 
(f) the receipt by stockholders of the Company of any cash, securities, or 
other assets to be distributed in any spin-off, split-off or other


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extraordinary dividend (in the case of distributions to the Company's common 
stockholders, including only such distributions in excess of $1.00 per share 
of the Company's common stock).

If the consideration or other value received in any Business Combination is 
paid in whole or in part in the form of securities, the value of such 
securities, for purposes of calculating the Success Fee, shall be the fair 
market value thereof, as the parties hereto shall mutually agree, on the day 
prior to the consummation of the Business Combination; PROVIDED, HOWEVER, 
that if such securities consist of securities with an existing public trading 
market, the value thereof shall be determined by the last sales price for 
such securities on the last trading day thereof prior to such consummation. 
If all or a portion of the consideration is related to or contingent upon the 
future earnings or operations of the Company, the portion of J.P. Morgan's 
compensation relating thereto shall be calculated and shall be paid at the 
time the Transaction is consummated based upon the estimated net present 
value thereof.

The Company agrees to provide J.P. Morgan all financial and other information 
requested by it for the purpose of its assignment hereunder. In performing 
its services hereunder (including, without limitation, in giving any 
Opinion), J.P. Morgan shall be entitled to rely upon and assume, without 
independent verification, the accuracy and completeness of all information 
that is publicly available and of all information that has been furnished to 
it by the Company or otherwise reviewed by J.P. Morgan , and J.P. Morgan 
shall not assume any responsibility nor have any liability therefor. J.P. 
Morgan shall have no obligation to conduct any valuation or appraisal of any 
assets or liabilities. For the execution of its assignment, J.P. Morgan shall 
establish a team of qualified individuals from appropriate specialty areas 
within J.P. Morgan & Co. Incorporated, including Morgan Guaranty Trust 
Company of New York.

Any financial advice rendered by J.P. Morgan pursuant to this Agreement may 
not be disclosed publicly in any manner without J.P. Morgan's prior written 
approval and will be treated by the Company as confidential. J.P. Morgan 
understands that its Opinion may be reproduced in full in any proxy or 
information statement mailed to stockholders of the Company and agrees to 
provide its written approval for such use.

In order to coordinate our efforts with respect to possible Transactions, 
during the period of our engagement hereunder neither the Company nor any 
representative thereof (other than J.P. Morgan) will initiate discussions 
regarding a Transaction except through J.P. Morgan. If the Company or its 
management receives an inquiry regarding a Transaction (other than the Home 
Products Transaction), they will promptly advise J.P. Morgan of such inquiry 
in order that J.P. Morgan may evaluate the person making such inquiry and its 
interest and assist the Company in any resulting negotiations.

The Company agrees to reimburse J.P. Morgan promptly upon request from time 
to time for all reasonable expenses (including, without limitation, travel, 
communication, and document production expenses, and the fees and 
disbursements of counsel) incurred by J.P. Morgan in


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performing its engagement hereunder, whether or not a Transaction is 
consummated. The Company also agrees to indemnify J.P. Morgan and certain 
other entities and persons as set forth on Schedule I attached hereto.

This Agreement may be terminated by either the Company or J.P. Morgan at any 
time upon giving written notice to the other party. No such termination will 
affect (i) J.P. Morgan's rights to receive fees accrued prior to such 
termination or to receive reimbursement of its expenses as set forth above, 
(ii) the rights of J.P. Morgan or any other Indemnified Person (as defined in 
Schedule I hereto) to receive indemnification and contribution, or (iii) the 
Company's confidentiality obligations hereunder. In addition, if at any time 
prior to the expiration of 18 months after any such termination by the 
Company or expiration of this Agreement a Transaction is consummated, J.P. 
Morgan will be entitled to payment in full or the Success Fee.

It is understood that if the Company completes a transaction in lieu of any 
Transaction for which J.P. Morgan is entitled to compensation pursuant to 
this Agreement, J.P. Morgan and the Company will negotiate in good faith 
appropriate compensation for J.P. Morgan in an amount to be mutually agreed 
upon, which will take into account, among other things, the results obtained 
and the custom and practice among investment bankers acting in similar 
transactions.

If the foregoing correctly sets forth the agreement between the Company and 
J.P. Morgan, please sign and return the enclosed copy of this Agreement, 
whereupon it shall become our binding agreement to be governed by New York 
law.


Very truly yours,

J.P. MORGAN SECURITIES INC.

By: /s/ C. H. Randolph Lyon
    -----------------------
Name:   C. H. Randolph Lyon
Title:  Managing Director


Accepted as of the
date first above written:

UNR INDUSTRIES, INC.

By:   /s/ T. A. Gildehaus
    ------------------------
Name:  Thomas A. Gildehaus
Title: President and Chief Executive Officer


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<PAGE>

                                                                      JPMORGAN

                                     [LETTERHEAD]




February 9, 1996

The Board of Directors
UNR Industries, Inc.
332 South Michigan Avenue
Chicago, Illinois 60604

Attention:  Mr. Thomas A. Gildehaus
            President and Chief Executive Officer

Members of the Board:

This letter confirms our understanding (the "Agreement") that UNR 
Industries, Inc. (together with its subsidiaries and affiliates, the 
"Company") has engaged J.P. Morgan Securities Inc. ("J.P. Morgan") to act as 
the Company's exclusive financial advisor with respect to the sale, merger, 
consolidation, or any other business combination, in one or a series of 
transactions, involving all or a portion of the stock, assets, or business of 
any of the following divisions of the Company, either separately or in 
combination (each, a "Transaction"): UNR-Leavitt, Unarco Commercial Products, 
UNR-Home Products and Real Time Solutions (each, a "Division" and 
collectively, the "Divisions"). This Agreement replaces the previous 
Agreement between the Company and J.P. Morgan dated June 22, 1995 which is, 
therefore, terminated. J.P. Morgan hereby waives the No-Go Fee under that 
Agreement.

As discussed, we propose to undertake certain services on your behalf, 
including to the extent requested by you: (i) assisting you in preparing an 
offering memorandum describing each Division, its operations, historical 
performance, and future prospects, (ii) identifying and contacting selected 
qualified acquirors acceptable to you, (iii) arranging for potential 
acquirors to conduct business investigations, (iv) assisting you in 
negotiating the financial aspects of any proposed Transaction, and (v) 
delivering an opinion to the Board of Directors of the Company, if requested, 
as to the fairness to the Company's stockholders from a financial point of 
view of the consideration to be received by the Company in any proposed 
Transaction (an "Opinion").

As compensation for the services to be rendered hereunder by J.P. Morgan, the 
Company agrees to pay J.P. Morgan (i) a Success Fee as hereinafter-defined, 
or (ii) a No-Go Fee of $300,000 payable 12 months from the date of this 
Agreement in the event that no definitive agreement to consummate a 
Transaction has been executed. The Success Fee shall be an amount equal to 
(i) 1.25% (125 basis points) of the Aggregate Transaction Value (as 
hereinafter defined) up to $175,000,000 plus 5% (500 basis points) of the 
Aggregate Transaction Value in excess of $175,000,000 if all the Divisions 
are sold, or (ii), in the event that the divestiture of all Divisions is not 
consummated for any reason, the Success Fee shall be the sum of and be 
defined as follows: (a) 1.00% of the Transaction Value for UNR-Leavitt up to 
$100,000,000 and 5% of the Transaction Value over $100,000,000; (b) 1.25% of 
the Transaction Value for Unarco Commercial Products up to $40,000,000 and 3% 
of the

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Transaction Value over $40,000,000; (c) 2.00% of the Transaction Value for 
UNR-Home Products up to $15,000,000 and 5% of the Transaction Value over 
$15,000,000; and (d) 2.00% of the Transaction Value for Real Time Solutions 
up to $15,000,000 and 5% of the Transaction Value over $15,000,000. The 
Success Fee shall be payable with respect to each Transaction in cash upon 
consummation of such Transaction subject to a minimum Success Fee of $500,000 
for the first Transaction. To the extent that J.P. Morgan is entitled to 
Success Fees greater than $500,000 as a result of the first Transaction and 
a subsequent Transaction(s), the Success Fee(s) for the subsequent 
Transaction(s) shall be adjusted so that J.P. Morgan does not receive more 
compensation than it would be entitled in clause (ii) of the second sentence 
of this paragraph. The $200,000 engagement fee paid under the previous 
Agreement between the Company and J.P. Morgan dated June 22, 1995 shall be 
credited against the Success Fee(s) payable to J.P. Morgan hereunder.

For purposes of this Agreement, "Transaction Value" means the amount of 
consideration received by the Company in each Transaction, plus the amount of 
any debt securities or other liabilities (excluding accounts payable and 
accrued expenses) assumed by the purchaser as reflected on the Division's 
financial statements immediately prior to closing plus any other liabilities 
assumed by the Purchaser but not reflected on the Division's financial 
statements and not incurred by the Division in the normal course of business 
all as contemplated in the draft Asset Purchase and Sale Agreement provided 
to potential purchasers. "Aggregate Transaction Value" means the sum of the 
Transaction Values for all of the Divisions.

If the consideration or other value received in any Transaction is paid in 
whole or in part in the form of securities, the value of such securities, for 
purposes of calculating the Success Fee, shall be the fair market value 
thereof, as the parties hereto shall mutually agree, on the day prior to the 
consummation of the Transaction; PROVIDED, HOWEVER, that if such securities 
consist of securities with an existing public trading market, the value 
thereof shall be determined by the last sales price for such securities on 
the last trading day thereof prior to such consummation. If all or a portion 
of the consideration is related to or contingent upon the future earnings or 
operations of the Company, the portion of J.P. Morgan's compensation relating 
thereto shall be calculated and shall be paid at the time the Transaction is 
consummated based upon the estimated net present value thereof as the parties 
hereto shall mutually agree.

The Company agrees to provide J.P. Morgan all financial and other information 
requested by it for the purpose of its assignment hereunder. In performing 
its services hereunder (including, without limitation, in giving any 
Opinion), J.P. Morgan shall be entitled to rely upon and assume, without 
independent verification, the accuracy and completeness of all information 
that is publicly available and of all information that has been furnished to 
it by the Company or otherwise reviewed by J.P. Morgan, and J.P. Morgan shall 
not assume any responsibility nor have any liability therefor. J.P. Morgan 
shall have no obligation to conduct any valuation or appraisal of any assets 
or liabilities. For the execution of its assignment, J.P. Morgan shall 
establish a team of qualified individuals from appropriate speciality areas 
within J.P. Morgan & Co. Incorporated, including Morgan Guaranty Trust 
Company of New York.

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Any financial advice rendered by J.P. Morgan pursuant to this Agreement may 
not be disclosed publicly in any manner without J.P. Morgan's prior written 
approval and will be treated by the Company as confidential. J.P. Morgan 
understands that its Opinion may be reproduced in full in any proxy or 
information statement mailed to stockholders of the Company and agrees to 
provide its written approval for such use.

In order to coordinate our efforts with respect to possible Transactions, 
during the period of our engagement hereunder neither the Company nor any 
representative thereof (other than J.P. Morgan) will initiate discussions 
regarding a Transaction except through J.P. Morgan. If the Company or its 
management receives an inquiry regarding a Transaction, they will promptly 
advise J.P. Morgan of such inquiry in order that J.P. Morgan may evaluate the 
person making such inquiry and its interest and assist the Company in any 
resulting negotiations.

The Company agrees to reimburse J.P. Morgan promptly upon request from time 
to time for all reasonable expenses (including, without limitation, travel, 
communication, and document production expenses, and the fees and 
disbursements of counsel) incurred by J.P. Morgan in performing its 
engagement hereunder, whether or not a Transaction is consummated. The 
Company also agrees to indemnify J.P. Morgan and certain other entities and 
persons as set forth on Schedule I attached hereto.

This Agreement may be terminated by either the Company or J.P. Morgan at any 
time upon giving written notice to the other party. No such termination will 
affect (i) J.P. Morgan's rights to receive fees accrued prior to such 
termination or to receive reimbursement of its expenses as set forth above, 
(ii) the rights of J.P. Morgan or any other Indemnified Person (as defined in 
Schedule I hereto) to receive indemnification and contribution, or (iii) the 
Company's confidentiality obligations hereunder. In addition, if at any time 
prior to the expiration of 18 months after any such termination by the 
Company or expiration of this Agreement a Transaction is consummated, J.P. 
Morgan will be entitled to payment in full of the Success Fee.

It is understood that if the Company completes a transaction in lieu of any 
Transaction for which J.P. Morgan is entitled to compensation pursuant to 
this Agreement, including but not limited to the sale of the Company, any 
repurchase by the Company of a significant amount of its securities, any 
recapitalization of the Company, or any spin-off, split-off, or extraordinary 
dividend (aside from those related to the Transactions contemplated in this 
Agreement), J.P. Morgan and the Company will negotiate in good faith 
appropriate compensation for J.P. Morgan is an amount to be mutually agreed 
upon, which will take into account, among other things, the results obtained 
and the custom and practice among investment bankers acting in similar 
transactions.

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If the foregoing correctly sets forth the agreement between the Company and 
J.P. Morgan, please sign and return the enclosed copy of this Agreement, 
whereupon it shall become our binding agreement to be governed by New York 
law.


Very truly yours,

J.P. MORGAN SECURITIES INC.

By: /s/ Gregory L. Guyett
    ------------------------
Name:   Gregory L. Guyett
Title:  Vice President


Accepted as of the
date first above written:


UNR INDUSTRIES, INC.

By: __________________________
Name:  Thomas A. Gildehaus
Title: President and Chief Executive Officer


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                                                                      JPMorgan


                                        SCHEDULE I


UNR Industries, Inc. (the "Company") referred to in the attached agreement 
(the "Agreement"), agrees to indemnify and hold harmless J.P. Morgan 
Securities Inc. ("J.P. Morgan") and its affiliates, and the respective 
directors, officers, agents, and employees of J.P. Morgan and its affiliates 
and each other entity or person, if any, controlling J.P. Morgan or any of its 
affiliates within the meaning of either Section 15 of the Securities Act of 
1933,,as amended, or Section 20 of the Securities Exchange Act of 1934, as 
amended, (J.P. Morgan and each such entity or person being referred to as an 
"Indemnified Person") from and against any losses, claims, demands, 
damages, or liabilities (or actions in respect thereof) relating to or arising 
out of activities performed pursuant to the Agreement, the transactions 
contemplated thereby or J.P. Morgan's role in connection therewith, and to 
reimburse J.P. Morgan and any other Indemnified Person on a current basis for 
all expenses (including, without limitation, reasonable fees and 
disbursements of counsel) incurred by J.P. Morgan or any such other 
Indemnified Person n connection with pending or threatened litigation to 
which J.P. Morgan (or any other Indemnified Person) is a party, in each case, 
as such expenses are incurred or paid. The Company will not, however, be 
responsible for any such losses, claims, damages, liabilities, or expenses of 
any Indemnified Person that are determined by final and nonappealable 
judgment of a court of competent jurisdiction to have resulted primarily from 
actions taken or omitted to be taken by such Indemnified Person in bad faith 
or from such Indemnified Person's gross negligence or willful misconduct. The 
Company also agrees that no Indemnified Person shall have any liability 
(whether direct or indirect, in contract, tort or otherwise) to the Company 
for or in connection with the Agreement, any transactions contemplated 
thereby or J.P. Morgan's role in connection therewith, except for any such 
liability for losses, claims, damages, liabilities or expenses incurred by 
the Company that are determined by final and nonappealable judgment of a 
court of competent jurisdiction to have resulted primarily from actions taken 
or omitted to be taken by such Indemnified Person in bad faith or from such 
Indemnified Person's gross negligence or willful misconduct.

Upon receipt by an Indemnified Person of actual notice of a claim, action or 
proceeding against such Indemnified Person in respect of which indemnity may 
be sought hereunder, such Indemnified Person shall promptly notify the 
Company with respect thereto. In addition, an Indemnified Person shall 
promptly notify the Company after any action is commenced (by way of service 
with a summons or other legal process giving information as to the nature and 
basis of the claim) against such Indemnified Person. In any event, failure so 
to notify the Company shall not relieve the Company from any liability which 
the Company may have on account of this indemnity or otherwise, except to the 
extent the Company shall have been materially prejudiced by such failure. The 
Company will, if requested by any Indemnified Person, assume the defense of 
any litigation or proceeding in respect of which indemnity may be sought 
hereunder, including the employment of counsel reasonably satisfactory to 
J.P. Morgan and the payment of the fees and expenses of such counsel, in 
which event, except as provided below, the Company shall not be liable for 
the fees and expenses of any other counsel retained by any

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Indemnified Person in connection with such litigation or proceeding. In any 
such litigation or proceeding the defense of which the Company shall have so 
assumed, and Indemnified Person shall have the right to participate in such 
litigation or proceeding and to retain its own counsel, but the fees and 
expenses of such counsel shall be at the expense of such Indemnified Person 
unless (i) the Company and such Indemnified Person shall have mutually agreed 
in writing to the retention of such counsel, or (ii) the named parties to any 
such litigation or proceeding (including any impleaded parties) include the 
Company and such Indemnified Person and representation of both parties by the 
same counsel would, in the opinion of counsel to such Indemnified Person, be 
inappropriate due to actual or potential differing interests between the 
Company and such Indemnified Person. The Company shall not be liable for any 
settlement of consent or if there be a final judgment for the plaintiff, the 
Company agrees to indemnify the Indemnified Person from and against any loss 
or liability by reason of such settlement or judgment. If the Company assume 
the defense of any litigation or proceeding, the Company will not settle such 
litigation or proceeding without J.P. Morgan's written consent, which shall 
not be unreasonably withheld.

The provisions contained in this Schedule I shall remain operative and 
in full force and effect regardless of the expiration or any termination of 
the Agreement.

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