<PAGE>

                                                                EXHIBIT 10.84

                                         LEASE

1.   PARTIES.
     This Lease is made and entered into as of the ___ day of ______________ 
     (hereafter called the "Effective Date") by and between OZBURN-HESSEY 
     STORAGE CO., (hereafter called "Lessor"), a Tennessee corporation with its
     principal office in Nashville, Tennessee, and UNITED STATIONERS SUPPLY
     CO., an Illinois corporation with its principal office at 2200 East Golf
     Road, Des Plaines, Illinois 60016 (hereafter called "Lessee").

2.   PREMISES.
     (a)  The Lessor for and in consideration of the covenants, conditions, 
          agreements and stipulations herein contained, does hereby lease 
          unto the Lessee, and the Lessee does hereby take and hire from the 
          Lessor, those certain premises (hereafter called the "Premises") 
          identified and described as follows:

          191,250 square feet of the Mid-South Logistec Center, (hereafter 
          referred to as the "Project") at 455 Industrial Blvd., LaVergne, 
          Tennessee, as shown on Exhibit A.

     (b)  To have and to hold the same, subject to the conditions herein 
          contained for the lawful operation thereon of Lessee's normal 
          business operations of warehousing and distribution. Lessee shall 
          not engage in any other business on the Premises without the prior 
          written consent of Lessor.

3.   TERM.
     (a)  The term of this Lease shall be for the period of ten (10) years 
          and three (3) months. The commencement date is February 1, 1998 and 
          the termination date is April 30, 2008.

     (b)  Lessee shall be entitled to possession of the Premises commencing 
          February 1, 1998 for the purpose of installing its racking system, 
          wire guidance system, trade fixtures and equipment, and for receipt 
          of merchandise inventory.  If for any reason other than the fault 
          of Lessee possession of the Premises for such purposes is delayed 
          beyond March 1, 1998, Lessee's Rental shall be abated for two days 
          for each day of delay after March 1, 1998.

4.   RENTAL.
     Lessee agrees and covenants to pay as rental for said Premises (i) the 
     sum of $583,312.50 per year for each of the first five years of the 
     Lease Term, payable in monthly installments of $48,609.38 for each month 
     of the first five years of the initial term of this Lease commencing May 
     1, 1998, and (ii) the sum of $659,812.50 per year for each of the next 
     five years of the Lease Term, payable in monthly installments of 
     $54,984.38 for each month commencing May 1, 2003.  For the period from 
     February 1, 1998 through April 30, 1998, Lessee shall not be required to 
     pay any rental pursuant to this paragraph 


<PAGE>


     4, nor shall Lessee be responsible for any portion of the Utilities 
     pursuant to paragraph 10, the Real Estate Taxes pursuant to paragraph 
     24, or the Common Area Maintenance costs pursuant to paragraph 25.

     (a)  Rent shall commence on May 1, 1998, with the first payment for the 
          month of May 1998 due on lease execution, and due thereafter on the 
          first day of each month commencing June 1, 1998 until the 
          expiration of the term hereof, as extended, except that if the 
          beginning or ending months are not whole, then only the prorata 
          portion of that month's rent shall be paid for said month. The 
          total rent due upon each due date shall be paid in full to Lessor 
          by Lessee in lawful money of the United States by check or draft 
          payable to the order of Lessor and mailed to Lessor at 633 THOMPSON 
          LANE, NASHVILLE TN 37204. ATTENTION: GARY KIMBALL unless Lessee 
          shall otherwise direct in writing, and no setoff or counter claims 
          may be deducted by Lessee from the rentals due.

     (b)  If Lessee fails to pay rent when due or if Lessee's rent payment is 
          not accepted by Lessor's Bank, Lessor, after providing Lessee with 
          ten (10) days advance written notice of the failure to receive rent 
          or the bank's rejection of the rent payment, may if such default is 
          not cured within such ten (10) day period, assess Lessee a late 
          charge in the amount of five percent (5%) of the payment due 
          Lessor. 

5.   REPAIRS.
     (a)  Lessor shall, at its own cost and expense, maintain in good working 
          order, condition and repair, the roof, structural elements of the 
          floor, driveways, parking lot, foundation and exterior walls (not 
          including doors, windows and floors), interior stress bearing walls 
          and columns, landscaping and grounds surrounding the Premises, 
          gutters, downspouts, concealed and underground plumbing, sewage and 
          electrical systems; however, Lessor shall not be obligated to make 
          any repairs of those portions of the Premises that it is obligated 
          to maintain unless it shall be notified in writing by Lessee, and 
          Lessor shall then have a reasonable period of time to make such 
          repairs; provided further, however, that Lessee and not Lessor 
          shall be responsible for making any such repairs occasioned by the 
          acts of Lessee, its employees (whether or not acting within the 
          scope of their employment), invitees, permitted assignees, 
          permitted subtenants, or licensees. If Lessor fails to maintain, 
          repair or replace the Premises as required by this paragraph 5, 
          Lessee may, upon ten (10) days prior written notice to Lessor 
          (except no notice shall be required in the case of an emergency) 
          perform such maintenance or repair (including replacement, as 
          needed) on behalf of Lessor. In such case, Lessor shall reimburse 
          Lessee for all reasonable, direct costs incurred in performing such 
          maintenance or repair promptly following receipt of appropriate 
          documentation of such costs.  Lessor shall not be liable for any 
          damage or loss occasioned by Lessor's failure to repair portions of 
          the Premises which it has covenanted to maintain until after Lessor 
          has received written demand from Lessee to make the repair. Lessor 
          shall, however, indemnify and hold harmless Lessee against any and 
          all costs, claims or liability arising from Lessor's failure to 
          make timely repairs after receiving such written notice from Lessee.


                                        2

<PAGE>


     (b)  Lessee shall, at its own expense and without notice from Lessor, 
          keep and maintain (including replacement, as needed) in good repair 
          the entire Premises, other than those portions for which Lessor 
          shall be responsible as set forth above. Lessee's obligations shall 
          extend to doors, windows, floors, interior (non-stress bearing 
          walls, ceilings, ducts, utilities, air conditioning, heating, 
          lighting, plate glass, plumbing, sprinkler system, and electrical 
          wiring, and also including the loading dock, and the cleaning, and 
          sweeping, removal of snow and ice from walks, stairs and steps, 
          removal of trash and rubbish, etc., of those areas of the Premises 
          under Lessee's control, but this enumeration shall not be treated 
          as a limitation of Lessee's obligations with respect to the care of 
          the Premises.

     (c)  Lessee shall, at its own expense, promptly comply with all lawful 
          orders, regulations, ordinances and statutes of all municipal, 
          county, state and federal authorities affecting the Premises by 
          virtue of Lessee's occupancy or use thereof.

     (d)  Lessee shall, at its own cost and expense, obtain and  maintain any 
          and all permits and licenses necessary for its use of and business 
          operations at the Premises. Lessee shall not permit, perform or 
          carry on any practices which may cause injury or damage to the 
          Premises, produce any objectionable or unpleasant smoke, dust gas, 
          fumes, odors, noise or vibrations to emanate from the Premises, nor 
          take or permit any other actions which would constitute a nuisance 
          or menace to neighboring landowners or their tenant, as determined 
          by a court of competent jurisdiction. Without Lessor's prior 
          written consent, which shall not be unreasonably withheld, Lessee 
          shall not receive, store or otherwise handle any product, material 
          or merchandise which is explosive. Lessee shall not use or permit 
          the Premises to be used for any purpose or in any manner (including 
          without limitation any method of storage) which would render 
          invalid Lessor's insurance on the Premises or Lessee's liability 
          insurance for its operation on the Premises or cause the State 
          Board of Insurance or other insurance regulatory authority to 
          disallow any sprinkler credits. Lessee shall not use the Premises 
          for any unlawful purpose.

6.   IMPROVEMENTS TO BE MADE, AND DELIVERY OF PREMISES.

     Lessor is to make improvements, as generally described on Lessor's 
     Proposal To Lease Industrial Space dated October 1, 1997, and/or as set 
     forth on a separate Exhibit "B" which shall be attached and initialed by 
     each party setting out the agreed improvements. Lessor shall make such 
     improvements prior to March 1, 1998, and shall warrant its work for the 
     term of the Lease. Lessor and Lessee acknowledge that the Premises shall 
     be acceptable when such improvements are substantially complete.

     Lessor warrants to Lessee that (a) the Project and (b) that portion of 
     the Premises already constructed and to be constructed by Lessor or 
     Lessor's contractor, have been or will be constructed and operated in a 
     first-class manner, in full compliance with all governmental 
     regulations, ordinances, and laws existing at the time of construction, 
     including, but not 


                                        3

<PAGE>


     limited to, laws pertaining to disabled access (See Paragraph 9) and 
     laws pertaining to Hazardous Substances ("Applicable Laws"), in order to 
     make the Project and the Premises suitable for warehousing and 
     distribution purposes.  Lessor will be responsible for making all 
     alterations and repairs to the Project and the Premises at its cost, 
     which shall not be included as Common Area Maintenance expenses (as 
     described in Paragraph 25 of this Lease), resulting from or necessitated 
     by the failure of Lessor to comply with the Applicable Laws.


7.   ENVIRONMENTAL PROVISIONS.
     The term "Hazardous Substance" as used in the Lease shall mean 
     pollutants, contaminants, petroleum or petroleum products, toxic or 
     hazardous wastes, or any other substances, (Including without 
     limitation, asbestos and raw materials which include hazardous 
     constituents) the removal of which is required or the use of which is 
     restricted, prohibited or penalized by any "Environmental laws," which 
     term shall mean any federal, state or local law, regulation or ordinance 
     relating to pollution or protection of the environment, the 
     Comprehensive Environmental Response, Compensation and Liability Act of 
     1980, as amended by the Superfund, Amendment and Reauthorized Act of 
     1986, the Resource and Conservation and Recovery Act of 1976, as amended 
     by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act 
     amendments of 1980, and the Hazardous and Solid Waste Amendments of 
     1984, and all state environmental laws.

     (a)  Lessee hereby agrees that:
          (i)     no activity will be conducted on the Premises that will 
                  produce any Hazardous Substances, except for such activities 
                  that are part of the ordinary course of its business 
                  activities provided said activities are conducted in 
                  accordance with all Environmental Laws;
          (ii)    the Premises will not be used in any manner for the storage 
                  of any Hazardous Substances except for the storage of such 
                  materials that are used in the ordinary course of Lessee's 
                  business, provided such materials are properly stored in a 
                  manner and location meeting all Environmental laws;
          (iii)   no portion of the Premises will be used as landfill or dump;
          (iv)    Lessee will not use or install any underground tanks of any 
                  type;
          (v)     Lessee will not allow any surface or subsurface conditions to 
                  exist or come into existence that constitute, or with the 
                  passage of time may constitute, a public or private nuisance, 
                  except with regard to any Hazardous Substances located or 
                  discovered off the Premises that have migrated or leached 
                  onto the Premises from adjacent property through no fault of 
                  Lessee;
          (vi)    Lessee will not permit any Hazardous Substances to be brought 
                  onto, stored, processed, disposed of; released, discharged 
                  from (including ground water contamination) or otherwise 
                  handled on the Premises, except for those used in the 
                  ordinary course of Lessee's business activities, and if so 
                  brought or found located thereon, the same shall be 
                  immediately removed by Lessee with proper disposal, and all 
                  required cleanup 


                                        4

<PAGE>

                  procedures shall be diligently undertaken pursuant to all 
                  Environmental Laws. Lessee shall immediately notify Lessor 
                  should Lessee become aware of any Hazardous Substance located
                  on the Premises or Project in violation of Environmental Laws
                  or this lease or other environmental problem or liability with
                  respect to the Premises or Project. If, at any time during or
                  after the term of the Lease, the Premises or Project are found
                  to be so contaminated or subject to said conditions, and such
                  contamination or conditions are shown to have been caused by
                  Lessee, its employees, agents, contractors, licensees 
                  permitees, invitees, or guests, then Lessee shall indemnify 
                  and hold Lessor (and any mortgagee or trustee under any deed 
                  of trust or mortgage on the Premises or Project) harmless from
                  all claims, demands, actions, liabilities, costs (including 
                  attorney fees), expenses, damages and obligations that 
                  directly result from the use of the Premises by Lessee.

     (b)  Except for conditions, if any, resulting from Lessee's occupation 
          or use of the Premises pursuant to the Prior lease, Lessor represents
          and warrants to Lessee, to the best of Lessor's knowledge as of the 
          Effective Date, as follows:

          (i)     Lessor has maintained the Premises in compliance with all 
                  Environmental Laws;
          (ii)    No Hazardous Substances have been disposed of; discharged, 
                  released or spilled on the Premises in violation of any 
                  Environmental Laws during Lessor's ownership, operation or
                  occupancy of the Premises;
          (iii)   The Premises have not been used for any dumping or land 
                  filling activities during Lessor's ownership, operation or 
                  occupancy of the Premises; and,
          (iv)    No underground storage tanks are or have been present on the 
                  Premises during Lessor's ownership, operation or occupancy of
                  the Premises.

     (c)  Except as provided to the contrary in paragraph 7(b), Lessor
          shall unconditionally and irrevocably indemnify, hold harmless and
          defend Lessee, its employees, officers, directors, shareholders,
          successors and assigns, from and against any loss, liability, claim,
          suit, demand, damage, penalty, fine, cost or expense (including,
          without limitation, reasonable attorneys' and consultants' fees) of
          whatever kind or nature, whether arising on, before or after the
          Effective Date of this Lease, arising out of or resulting from or in
          any way related to:
                         
          (i)     The breach of any environmental representation or warranty 
                  contained in paragraph 7(b) of this Lease;
          (ii)    The presence, leakage, spillage, discharge or release of any
                  Hazardous Substances on or from the Premises unless caused by
                  Lessee; and,
          (iii)   Any violation or alleged violation of any Environmental Laws, 
                  demands or orders of any governmental authority pertaining to 
                  the presence, leakage, spillage, discharge or release of any 
                  Hazardous Substance on or from the Premises unless caused by
                  Lessee.


                                        5

<PAGE>



          In no event shall Lessor be obligated to indemnify, defend
          or hold harmless Lessee against the results of Lessee's breach of its
          obligations under paragraph 7(a) or otherwise against the results of
          Lessee's violation of the Environmental Laws.
     (d)  Paragraphs 7(a), 7(b), 7(c), and 7(d) shall survive the
          expiration or earlier termination of this Lease

8.   ALTERATIONS.
     Lessee may, with the prior written consent of Lessor, which consent
     shall not be unreasonably withheld or delayed, make such alterations,
     changes and improvements to the Premises, as Lessee deems necessary and
     advisable, at Lessee's own cost and expense, so long as the structural
     strength of the building is not affected thereby. All such alterations,
     changes and improvements made by the Lessee shall comply with all laws,
     ordinances rules, building codes and regulations applicable thereto, and
     upon completion shall remain upon, and be surrendered with, the Premises at
     the termination of this Lease. Lessee agrees that should it make any
     alterations, additions, replacements or improvements to the Premises, it
     will not be acting as agent or servant of Lessor and that it will promptly
     pay the cost or expense for same and shall forthwith pay and discharge all
     liens, obligations and encumbrances of any kind and nature whatsoever which
     shall attach to, be filed against or imposed upon the Premises by reason of
     such alterations, changes, additions, replacements and improvements.

9.   AMERICANS WITH DISABILITIES ACT.
     (a)  Except for any alterations, changes or improvements to the Premises 
          made by Lessee, Lessor shall, at Lessor's sole cost and expense, 
          comply with all applicable provisions of the Americans with
          Disabilities Act of 1990 and all amendments thereto and all
          regulations promulgated thereunder (collectively "ADA"), including,
          but not limited to, any required modifications or alterations of the
          Premises required by ADA in connection with the use of the Premises as
          a warehouse.
               
     (b)  Lessor shall reimburse, defend and indemnify and hold Lessee, its
          agents and employees, harmless from and against any and all claims, 
          losses, liabilities, damages, costs, and expenses, including 
          reasonable attorneys' fees and costs, arising out of or related to
          any failure on the part of Lessor to maintain, modify or alter the 
          Premises in accordance with its obligations under paragraph 9(a) of 
          this Lease; provided, however, Lessor's obligations under this
          paragraph 9(b) shall not arise unless and until Lessee:

          (i)     gives Lessor timely written notice of the existence of any 
                  such claim or alleged liability but, in any event, not later 
                  than fifteen (15) days following Lessee's first receipt of any
                  written demand, notice, or service of process asserting such 
                  claim or alleged liability;
          (ii)    tenders to Lessor the defense of such claim or alleged 
                  liability, along with the right of settlement;
          (iii)   reasonably cooperates with Lessor in the defense or settlement
                  of such

                                        6

<PAGE>


              claim or alleged liability.

     
10.  UTILITIES.
     Lessee agrees, at its own cost and expense, to pay the cost of electricity,
     gas, water, sewer, garbage, metering charges, sprinkler fees and other 
     public utilities and services used or consumed by the Lessee in or on the 
     Premises, without liability on the part of Lessor.

11.  SIGNS
     Lessee shall not be permitted to paint, place, erect or cause to be 
     painted, placed or erected any sign or flag on the roof or the front, back
     or side portions of the building, or on the grounds of the Premises (except
     as provided in Exhibit C, attached hereto) without Lessor's prior written
     consent, which consent shall not be unreasonably withheld or delayed. At or
     prior to the expiration of this Lease, or any extension thereof, Lessee
     shall remove all signs or flags so painted, placed or erected, and shall
     restore the walls and other portions of the Premises to which any of said
     signs or flags were attached to their original condition, ordinary wear and
     tear excepted.

12.  SURRENDER OF POSSESSION.
     Upon termination of this Lease, by expiration or otherwise, Lessee will 
     peaceably and quietly leave and surrender the Premises in as good
     condition as they now are or may be after making alterations, additions or
     improvements as herein permitted, ordinary wear and tear, loss by fire,
     casualty and causes beyond Lessee's control excepted.

13.  LIABILITY.
     (a)  Lessee shall save Lessor free and harmless from all liability for 
          injury to any person or persons, firm or corporation, or for the 
          resultant effect of any injury to any person or persons, firm or 
          corporation, occurring on the Premises, or arising out of any 
          accident or other occurrence on the Premises causing injuries to any
          person or persons, firm or corporation whatsoever, and due directly or
          indirectly to the use of said Premises or any part thereof by Lessee;
          unless caused by Lessor's sole negligence or the sole negligence of
          Lessor's employees, agents or independent contractors.

     (b)  Lessee agrees to carry public liability insurance naming Lessor as 
          additional insured to protect Lessor from risks customarily covered 
          by such insurance, in an amount not less than $ 2,000,000 per person
          and $ 2,000,000 per accident. Lessee shall furnish directly to Lessor
          certificates evidencing such insurance is in effect continuously 
          during the term of this Lease and such policies shall provide they 
          may not be cancelled on less than thirty (30) days' notice to Lessor.
          Lessor shall be named as an additional insured under said policy 
          and so identified in the Certificate of Insurance. Lessee also shall
          carry contents coverage on its contents with a waiver of subrogation 
          clause as to Lessor.


                                        7

<PAGE>


14.  ASSIGNMENT AND SUBLETTING.
     Lessee covenants and agrees not to assign this Lease or sublet the
     Premises or any part thereof without the prior written consent of Lessor,
     but such consent shall not be arbitrarily or unreasonably withheld or
     delayed; provided, however, that Lessee may, without the prior consent of
     Lessor, assign this Lease or sublease the Premises, in whole or in part, to
     any corporation or other entity which controls, is controlled by or is
     under common control with Lessee, or to any corporation into or with which
     Lessee may be merged or consolidated; provided further, however, that such
     permitted assignee executes an assumption, in a form reasonably acceptable
     to Lessor, within fifteen (15) days following any such permitted
     assignment.  Any permitted sublet of the Premises shall not relieve the
     Lessee of any obligations imposed upon Lessee by this Lease and such sublet
     shall be on terms and conditions consistent with the provisions of this
     Lease. Lessee shall deliver to Lessor a true copy of all permitted sublet
     agreements entered into by Lessee with respect to all or part of the
     Premises within fifteen (15) days following the execution thereof. In the
     event the Lease is assigned or the Premises are sublet, Lessee shall
     nevertheless remain liable for the payment of rent and performance of all
     of the covenants of this Lease.

15.  FIRE AND OTHER CASUALTY.
     (a)  During the term of the Lease (including any renewal term or 
          extension, as the case may be):

          (i)     Lessor, at its sole expense, shall maintain in full force and
                  effect standard fire and extended coverage insurance for the 
                  buildings and improvements on the Premises in an amount equal
                  to the full replacement value thereof,
          (ii)    Lessee shall reimburse Lessor for Lessee's percentage (as 
                  defined below) of said standard fire and extended coverage 
                  insurance;
          (iii)   Lessee, at its sole expense, shall carry insurance for its 
                  personal property (including but not limited to its fixtures
                  and inventory) located on the Premises in such amounts as 
                  Lessee shall deem appropriate.

          Lessee's Percentages shall be that fraction (expressed as a
          percentage), the numerator of which is the space in the Premises
          occupied by the Lessee and the denominator of which is the space in
          the building (562,500 square feet).
               
     (b)  Lessee agrees promptly to comply with and execute all rules, orders 
          and regulations of the Fire Underwriters Association for the prevent 
          of fires, at Lessee's own cost and expense; provided, however, that 
          if any violation of such rules, orders or regulations are not
          occasioned by Lessee's use of the Premises, then all costs and
          expenses shall be borne by Lessor.  Lessor represents that the
          Premises are presently in substantial compliance with all rules,
          orders and regulations of the Fire Underwriters Association, to the
          best of Lessor's knowledge. Payment under this clause shall be due
          within thirty (30) days of delivery of notice thereof to Lessee. If
          said insurance coverage should escalate due to Lessee's occupancy, the
          Lessee may elect to provide insurance coverage, at its expense,
          acceptable to Lessor.


                                        8

<PAGE>


     (c)  In case the said Premises shall be so damaged by fire or other 
          cause as to be rendered untenantable, Lessor and Lessee shall
          have thirty (30) days from date of said casualty to determine the
          extent of repairs to be done and the time required to perform them.
               
     (d)  Lessor and Lessee agree (to the extent that such agreement does not 
          invalidate coverage under an policy of insurance) that, in the event
          the Premises, or any part thereof, are damaged or destroyed by fire
          or other casualty that is covered by insurance of the Lessor or 
          Lessee, or the sublessees, assignees of transferees of Lessee, the
          rights of any party against the other or against the employees, agents
          or licensees of any party, with respect to such damage or destruction
          and with respect to any loss resulting therefrom, including the
          interruption of the business of any of the parties, are hereby waived
          to the extent of the coverage of said insurance, Lessor and Lessee
          further agree that all policies of fire, extended coverage, business
          interruption and other insurance covering the Premises or the contents
          therein shall, if possible, provide that the insurance shall not be
          impaired by virtue of this provision or if the insureds have waived
          their right of recovery from any person or persons prior to the date
          and time of loss or damage.

16.  EMINENT DOMAIN.
     In the event of Lessor's receipt of notice by a condemning authority's
     intention to take by eminent domain a substantial part of the property on
     which the leased Premises are situated, the rent shall be abated in
     proportion to the amount of the Premises taken. If the taking of the
     Project or Premises, or any part thereof, would prevent or materially
     interfere with Lessee's use of the Premises, Lessee may terminate the Lease
     by written notice to Lessor.  In the event of termination of this Lease as
     a result of condemnation, Lessee shall have the right to remove all of its
     property and contents but shall have no right to any part of the
     condemnation award, judgment or settlement, except for reasonable moving
     expenses and loss leasehold, if specifically set aside for tenant
     relocation by the condemning authority. The rent herein provided for shall
     be prorated to the date of termination. If this Lease continues in force
     upon such partial taking, the rent herein provided for shall be equitably
     adjusted according to the remaining areas of the Premises.

17.  RIGHT TO ENTER.
     Lessor and its agents shall have the right to enter the Premises at
     all reasonable hours upon reasonable notice to examine the same, to make
     any repairs or improvements that it my be obligated to do under the terms
     of this Lease, to exhibit said Premises for sale, and, at any time within
     nine (9) calendar months before the expiration of this Lease, to exhibit
     said Premises for rent and affix upon any suitable part thereof a notice
     for reletting same. Routine inspections or examinations shall be preceded
     by a telephone call.

18.  INTENTIONALLY OMITTED.

                                        9

<PAGE>



19.  DEFAULT.
     (a)  All covenants and agreements herein made and obligations assumed 
          are to be construed also as conditions and these presents and upon 
          the express condition that if Lessee should fail to pay when due
          any one of the aforesaid installments of rent, or if either party
          should fail to perform or observe any of the covenants, agreements, or
          obligations herein made or assumed, and if such default is not cured
          within ten (10) days (in the case of rental installments) or thirty
          (30) days (in case of other covenants, agreements or obligations
          herein made or assumed) after written notice of default, then, and
          thenceforth, in any of said events, this Lease may be terminated at
          the option of the non-defaulting party, and said Lessor may
          immediately re-enter said Premises and repossess and have the same as
          if Lessor's former estate, and remove therefrom all goods and chattels
          not thereto properly belonging and expel said Lessee and all other
          persons who may be in possession of said Premises. In the case of
          Lessee's default, Lessor shall be entitled to receive from Lessee the
          difference in rental, if any, between the rental herein reserved for
          the unexpired portion of the term and any lesser amount which Lessor,
          in the exercise of reasonable diligence, is able to procure for the
          unexpired portion of the term. In the case of Lessor's default, Lessee
          may remove their goods and chattels, vacate the Premises, and upon
          vacation have no further obligation for rent.
               
     (b)  The right to terminate this Lease as herein set forth is in addition 
          to and not in exhaustion of such other rights that a party hereto 
          has or causes of action that may accrue because of the other party's 
          failure to fulfill, perform or observe the obligations, agreements 
          or covenants of this Lease, and the exercise or pursuit of any of 
          the rights or causes of action that a party hereto might otherwise 
          have; and the defaulting party shall pay all attorney's fees and 
          expenses occasioned by the default or failure to perform any of
          the obligations, covenants or provisions hereof, incurred in enforcing
          any of the provisions hereof or any of the rights hereunder.
                    
          Notwithstanding any other provision of this Lease to the contrary, 
          Lessor and Lessee agree that neither the Lessor nor the Lessee 
          shall be liable or responsible for consequential damages.
          
20.  WAIVER.
     The failure of Lessor or Lessee to insist in any one or more instances
     upon a strict performance of any of the covenants of this Lease shall not
     be construed as a waiver or relinquishment for the future of such covenant
     with respect to any subsequent breach.

21.  RIGHT TO CURE DEFAULT
     Either party shall have the right to cure default of any of the terms,
     provisions and conditions of this Lease to be performed by the other party
     after notice thereof has been given as hereinabove provided, or reasonable
     notice thereof has been given if no specific provision therefor has been
     made, and default has not been cured within such period of

                                        10

<PAGE>


     notice or such longer period as is reasonably necessary to remedy such 
     failure to cure, and to charge the defaulting party with the full cost 
     and expense thereof; which amount the defaulting party agrees to pay 
     promptly upon demand.

22.  NOTICES.
     All notices required under this Lease shall be deemed to be properly 
     served if delivered in writing personally or sent by certified mail to 
     Lessor at: 633 THOMPSON LANE, NASHVILLE TN 37204 ATTENTION: GARY KIMBALL 
     and to Lessee at 2200 East Golf Road, Des Plaines, IL 60016, Attn: 
     President, or to any other address which either party may designate for 
     such purpose. The date of service of notice served by mail shall be 
     three (3) business days after the date on which said notice is deposited 
     in a post office of the United States Postal Service, properly addressed 
     with sufficient first-class postage pre-paid thereon to carry same to 
     the destination in the foregoing address.

23.  QUIET ENJOYMENT/NON-DISTURBANCE.
     Lessor covenants and agrees with Lessee that upon Lessee's paying said
     rent and performing all the covenants and conditions aforesaid on Lessee's
     part to be observed and performed, Lessee shall and may peaceably and
     quietly have, hold and enjoy the Premises hereby demised for the term
     aforesaid. Lessor warrants that it is the holder of the fee title to the
     Premises and Lessee acknowledges that the Premises are currently subject to
     a mortgage. Lessor agrees to make commercially reasonable efforts to obtain
     from Lessor's mortgagee a non-disturbance agreement for Lessee's protection
     on such terms and conditions as the parties hereto mutually consent, which
     consent shall not be unreasonably withheld.

     In the event that Lessee is prevented from using, and does not use, the 
     Premises or any portion thereof, for five (5) consecutive business days 
     or fifteen (15) days in any twelve (12) month period (the "Eligibility 
     Period") as a result of any damage or destruction to the Premises or any 
     repair, maintenance or alteration performed by Lessor after the 
     Commencement Date and required or permitted by the Lease, (unless caused 
     by Lessee) which interferes with Lessee's use of the Premises, or any 
     failure to provide utilities, services or access to the Premises or 
     because of an eminent domain proceeding or because of the presence of 
     hazardous substances in, on or around the building, the Premises or the 
     Project which could, in Lessee's business judgment and, taking into 
     account the standards, guidances and recommendations with respect to 
     Hazardous Substances, pose a health risk to occupants of the Premises, 
     then Lessee's rent shall be abated or reduced, as the case may be, after 
     expiration of the Eligibility Period for such time that Lessee continues 
     to be so prevented from using, and does not use, the Premises or a 
     portion thereof, in the proportion that the rentable area of the portion 
     of the Premises that Lessee is prevented from using, and does not use, 
     bears to the total rentable area of the Premises.  However, in the event 
     that Lessee is prevented from so conducting, and does not conduct, its 
     business in any portion of the Premises for a period of time in excess 
     of the Eligibility Period, and the remaining portion of the Premises is 
     not sufficient to allow Lessee to effectively conduct its business 
     therein, and if Lessee does not conduct its business from such remaining 
     portion, then for such time after expiration of the Eligibility Period 
     during which Lessee is so prevented from effectively conducting

                                      11

<PAGE>

     its business therein, the rent for the entire Premises shall be abated; 
     provided, however, if Lessee reoccupies and conducts its business from 
     any portion of the Premises during such period, the rent allocable to 
     such reoccupied portion, based on the proportion that the rentable area 
     of such portion of the Premises which was not damaged or destroyed  
     bears to the total rentable area of the Premises, shall be payable by 
     Lessee from the date such business operations commence. If Lessee's 
     right to abatement occurs because of an eminent domain taking and/or 
     because of damage or destruction to the Premises or Lessee's property, 
     Lessee's abatement period shall continue until Lessee has been given 
     sufficient time, and sufficient access to the Premises, to rebuild the 
     portion of the Premises it is required to rebuild, to install its 
     property, furniture, fixtures, and equipment and to move in.  To the 
     extent Lessee is entitled to abatement because of an event covered by 
     paragraph 15 [Fire and Other Casualty] or 16 [Eminent Domain], then the 
     Eligibility Period shall not be applicable.

24.  REAL ESTATE TAXES.
     (a)  Lessee shall pay to Lessor Lessee's Percentage (Lessee's Percentage 
          shall be that fraction (expressed as a percentage), the numerator 
          of which is the space in the Premises occupied by the Lessee and 
          the denominator of which is the space in the building (562,500 
          square feet)) of all real property taxes on the Property (including 
          any fee, taxes or assessments against, or as a result of; any 
          tenant improvements installed on the Premises by or for the benefit 
          of the Lessee during the Lease Term, and excluding any fees, taxes 
          or assessments against, or as a result of, any tenant improvements 
          installed on the Property for the benefit of any other tenant.. 
          Lessee shall make payment to Lessor within 15 days after Lessee 
          receives a written statement from Lessor for such real property tax.

     (b)  DEFINITION OF "REAL PROPERTY TAXES", "Real Property Tax" means:

          (i)     any fee, license fee, license tax, business license fee, 
                  commercial rental tax, levy, charge, assessment, penalty or 
                  tax imposed by any taxing authority against the Premises;
          (ii)    any tax on the Lessor's right to receive, or the receipt of, 
                  rent from the Premises;
          (iii)   any tax or charge for fire protection, streets, sidewalks, 
                  road maintenance, refuse or other services provided to the 
                  Premises by any governmental agency;
          (iv)    any charge or fee replacing any tax previously  included 
                  within the definition of real property tax. "Real Property 
                  Tax: does not, however, include Lessor's federal or state 
                  income, franchise, payroll, inheritance or estate taxes.

     (c)  All assessments which are not specifically charged to Lessee 
          because of Lessee's acts, which can be paid by Lessor in 
          installments, shall be paid by Lessor in the maximum number of 
          installments permitted by law (prior to the time that further 
          deferral would result in the imposition of interest or other 
          carrying charge) and charged as Taxes only in the year in which the 
          assessment installment is actually paid;


                                       12

<PAGE>

     (d)  JOINT ASSESSMENT. If the Premises are not separately assessed, 
          Lessor shall reasonably determine Lessee's share of the real 
          property tax payable by Lessee from the assessor's worksheets or 
          other reasonably available information. Lessee shall pay such share 
          to Lessor within fifteen (15) days after receipt of Lessor's 
          written statement.

     (e)  PERSONAL PROPERTY TAX.

          (i)     Lessee shall pay all taxes charged against trade fixtures, 
                  furnishings, equipment or any other personal property 
                  belonging to Lessee. Lessee shall try to have personal 
                  property taxed separately from the Premises;

          (ii)    If any of the Lessee's personal property is taxed with the 
                  Premises, Lessee shall pay Lessor the taxes for the personal 
                  property taxes.

25.  COMMON AREA MAINTENANCE.      
     Lessee shall pay Lessor, as additional rental, Lessee's Percentage (as 
     defined below) of all costs of operating and maintaining the common areas 
     applicable to the term of this Lease, including, but not limited to, 
     parking lot and street lighting; repairs and maintenance to the parking 
     lot, including cleaning and striping, snow and ice removal; the costs and 
     expenses of maintaining the landscaped areas (including grass cutting, 
     planting, fertilizer, replacing flowers and shrubbery, and repairs and 
     maintenance to the lawn sprinklers, if any); and electricity, water, and 
     sewer charges for the common areas. Such payment shall be made by Lessee 
     within ten (10) days after receipt of a statement showing the amount 
     due. "Lessee's Percentage" shall be that fraction (expressed as a 
     percentage), the numerator of which is the space in the Premises and the 
     denominator of which is all of Lessor's space in the Project.

     Notwithstanding anything to the contrary in the description of common 
     area maintenance expenses described above, such expenses shall not 
     include:

     (a)  all costs and expenditures for which Lessor has a right to be 
          reimbursed, whether by insurance proceeds or otherwise, except 
          through Additional Rent payments by tenants:

     (b)  costs for repairs or other work occasioned by fire, windstorm or 
          other casualty for which insurance would at the time of such 
          casualty customarily be carried by a prudent Lessor in the 
          metropolitan area of Nashville;

     (c)  costs of improvements to leasable space in the Project;

     (d)  costs of relocating any tenant;

     (e)  costs of capital improvements or capital expenditures (except any 
          capital expenditures made or installed for the purpose of reducing 
          common area


                                      13

<PAGE>

          maintenance expenses - only to the lesser of (x) the extent of such 
          reductions actually achieved (without regard to the "useful life" 
          of such capital expenditure), or (y) the amortization of the 
          capital expenditure over its useful life;

     (f)  depreciation and amortization;

     (g)  interest, points and fees, on debt or amortization on or for any 
          mortgages encumbering the property, or any part thereof, and all 
          principal, escrow deposits and other sums paid on or in respect to 
          any indebtedness (whether or not secured by a mortgage lien) and on 
          any equity participations of any lender, lessor or tenant, and all 
          costs incurred in connection with any financing, refinancing or 
          syndication of the Project or building, or any part thereof;

     (h)  all costs relating to activities for the solicitation and execution 
          of leases of space in the Project, including but not limited to 
          tenant allowances, space planning fees, legal fees for preparing 
          leases and amendments to leases, rent payable with respect to any 
          leasing office, advertising costs and real estate brokerage and 
          leasing commissions;

     (i)  expenses incurred in enforcing obligations of other tenants of the 
          Project;

     (j)  costs of decorating, redecorating, or special cleaning of tenant 
          spaces not provided on a regular basis to all tenants of the 
          Project;

     (k)  wages, salaries, fees and fringe benefits paid to executive 
          personnel, officers or partners of Lessor;

     (l)  The cost of abatement of pollutants and/or hazardous substances or 
          materials;

     (m)  Fines and/or penalties incurred due to non-compliance by Lessor or 
          the building or any other tenant in the Project, with any law, 
          governmental rule or regulation or directive of any governmental 
          authority;

     (n)  The costs and expenses to Lessor in curing its defaults or 
          performing work expressly provided in the Lease to be borne at 
          Lessor's expense;

     (o)  the cost and expenses of correcting defects in equipment in for or 
          of the Premises, building or Project, or in the construction of the 
          building or defects in any other improvements on the Project (as 
          distinguished from repairs thereof in the ordinary course of 
          business due to normal aging of the equipment, building or the 
          other improvement);

     (p)  the cost of any work or service performed for any facility other 
          than the Project and the Project systems;


                                       14

<PAGE>

     (q)  Any costs representing an amount paid to a person, firm, 
          corporation or other entity related to Lessor, or Lessor's 
          management company, which is in excess of the amount which would 
          have been paid in the absence of such relationship;

     (r)  any and all costs related to Hazardous Substances except to the 
          extent caused by Lessee.

     In no event shall the Lessee's portion of common area maintenance during 
     the first year of the Lease Term exceed $0.10 per square foot, and in no 
     event shall Lessee's portion of common area maintenance expenses for any 
     subsequent year increase by more than 5% over Lessee's share of the 
     common area maintenance expenses for the preceding year.

26.  ENTIRE AGREEMENT AND ENFORCEABILITY.
     This Lease contains the entire agreement between Lessor and Lessee. No 
     representations, inducements, promises or agreement between Lessor and 
     Lessee as to the subject matter hereof; and not embodied herein, shall 
     be of any force or effect. If any provision of this Lease shall be 
     unenforceable, the remaining terms and provisions hereof shall not be 
     affected, and shall remain enforceable. If the application of any term 
     or provision of this Lease to any person or circumstances shall to any 
     extent be invalid, unenforceable, or inappropriate, such term or 
     provision shall remain applicable as to those persons, entities or 
     circumstances to which it shall be valid, enforceable and appropriate. 
     Each provisions of this Lease shall be valid and enforceable to the 
     fullest extent permitted by law.

27.  COUNTERPARTS.
     This Lease may be executed in any number of counterparts, each of which 
     shall be deemed to be an original, and all of which together shall 
     compromise but a single instrument.

28.  RECORDATION.
     A Memorandum of lease describing the Premises, the term of this Lease, 
     and referring to this Lease, may be recorded by any party, and the other 
     parties to execute such memorandum of Lease.

29.  AMENDMENT.
     This Lease may not be altered, changed or amended, except by instrument 
     in writing and signed by the parties to this Lease. No conduct or 
     statement by Lessor shall constitute a cancellation, termination or 
     modification of this Lease, or a waiver of any provisions hereof, unless 
     evidenced by written instrument duly executed by Lessor.

30.  HOLDING OVER.
     Holding over by Lessee after the term of this Lease shall not be 
     construed to extend the term of the Lease or create any periodic 
     tenancy. in the event of any unauthorized holdingover, Lessee shall 
     indemnify Lessor against all claims for damages by any part to whom 
     Lessor shall have leased all or any portion of the Premises. The rental 
     for any such hold over shall be equal to the then fair market rental for 
     comparable property in Davidson County and Rutherford County, Tennessee.


                                      15

<PAGE>

31.  PAYMENT OF EXPENSES.
     Except as otherwise expressly provided in this Lease, the parties hereto 
     shall bear their own expenses in connection with the execution and 
     performance of this Lease, including legal fees.

32.  BINDING EFFECT: PRONOUNS.
     This Lease shall be binding upon and inure to the benefit of Lessor, its 
     successors and assigns, and shall be binding upon and inure to the 
     benefit of Lessee, its successors and assigns and, to the extent 
     assignments or subletting may be permitted hereby or approved by Lessor 
     hereunder, such assigns or sublessees, as the case may be. The pronouns 
     of any gender shall include the other genders, and either the singular 
     or the plural shall include the other, wherever appropriate.

33.  TENNESSEE CONTRACT.
     The Lease is declared to be a Tennessee contract, and all of the terms 
     hereof shall be construed according to the laws of the State of 
     Tennessee. Time is of the essence of this lease.

34.  PARAGRAPH HEADINGS.
     The paragraph heading throughout the Lease are for convenience and 
     reference only, and the words contained therein shall in no way be held 
     to explain, modify, amplify or aid in the interpretation, construction 
     or meaning of the provisions of the Lease.

35.  TENANT'S CERTIFICATE.
     Upon the request of Lessor or any lender who holds or will be conveyed a 
     lien against the Premises demised herein, Lessee agrees to furnish 
     "estoppel certifications," (Exhibit "D") regarding the status of the 
     Lease, rent payments, defaults by either party, deposits or rental 
     payments made in advance, any claims for reimbursement by Lessee or 
     Lessee's rights of set-off against accruing rentals and whether Lessee 
     is in occupancy of the Premises and actively conducting its business 
     therein.

36.  SECURITY DEPOSIT.  Intentionally omitted.

37.  BROKER'S FEE.
     When this Lease is signed by and delivered to both Lessor and Lessee, 
     Lessor shall pay a real estate commission to Industrial Real Estate 
     Services LLC (Broker) as provided in the written agreement between 
     Lessor and Industrial Real Estate Services LLC, to be shared with 
     Commercial Property Services, Inc./Grubb & Ellis Company. Lessor shall 
     pay broker a commission if Lessee exercises any option to extend the 
     Lease Term or expand the Premises. Such commission shall be the amount 
     set forth in Lessor's and Broker's commission schedule in effect as of 
     the execution of this Lease. Nothing contained in this lease shall 
     impose any obligation on Lessor or Lessee to pay a commission or fee to 
     any party other than Broker and Commercial Property Services, Inc./Grubb 
     & Ellis Company.


                                      16

<PAGE>

38.  AGENCY DISCLOSURE; NO OTHER BROKERS.
     Lessor and Lessee each warrant that they have dealt with no other real 
     estate brokers (s) in connection with this transaction except: 
     Industrial Real Estate Services LLC, who represents Lessor and Grubb & 
     Ellis Company/Commercial Property Services, Inc., who represent Lessee.

39.  OPTION TO RENEW.
     Provided that no Default by Lessee shall be continuing under this Lease, 
     Lessee is hereby granted two options to renew this Lease on the same 
     terms and conditions (except as hereinafter provided) as contained in 
     this Lease, such options each being for a term of five (5) years 
     ("Option Period") commencing immediately after the expiration date of 
     this Lease. Lessee may exercise the option to renew by written notice 
     ("Option Notice") to Lessor no later than 12 months prior to expiration 
     of the Lease Term. The annual rental for each Option Period shall be the 
     Prevailing Rent for industrial/distribution buildings of similar quality 
     and construction in Nashville's Southeast corridor at the time of the 
     Option Notice.

     Lessor shall determine the Prevailing Rent by using its good faith      
     judgment. Lessor shall provide written notice of such amount within 15 
     days after Lessee sends the Option Notice to Lessor exercising an 
     extension option. Lessee shall have 30 days (the "Lessee's Review 
     Period") after receipt of Lessor's notice of the new rental within which 
     to accept such rental or to reasonably object thereto in writing.  If 
     Lessee objects, Lessor and Lessee shall attempt to agree upon such 
     Prevailing Rent, using their best good faith efforts.  If Lessor and 
     Lessee fail to reach agreement within 15 days following Lessee's Review 
     Period (the "Outside Agreement Date"), then each party's determination 
     shall be submitted to arbitration in accordance with Subsections (a) 
     through (e) below.  Failure of Lessee to so elect in writing within the 
     Lessee's Review Period shall conclusively be deemed its disapproval of 
     the Prevailing Rent determined by Lessor.  In the event that Lessor 
     fails to timely generate the initial written notice of Lessor's 
     determination of the Prevailing Rent which triggers the negotiation 
     period of this paragraph 39, then Lessee may commence such negotiations 
     by providing the initial notice, in which event Lessor shall have 15 
     days ("Lessor's Review Period") after receipt of Lessee's notice of the 
     new rental within which to accept such rental.  In the event Lessor does 
     not affirmatively in writing consent to Lessee's proposed rental, such 
     proposed rental shall be deemed rejected and Lessor and Lessee shall 
     attempt in good faith to agree upon such Prevailing Rent, using their 
     best good faith efforts.  If Lessor and Lessee fail to reach agreement 
     within 15 days following Lessor's Review Period (which shall be, in such 
     event, the "Outside Agreement Date" in lieu of the above definition of 
     such date), then each party shall place in a separate sealed envelope 
     their final proposal as to Prevailing Rent and such determination shall 
     be submitted to arbitration in accordance with subsections (a) through 
     (d) below.

     (a)  Lessor and Lessee shall meet with each other within 10 business 
          days of the Outside Agreement Date and exchange the sealed 
          envelopes and then open such envelopes in each other's presence.   
          If Lessor and Lessee do not mutually agree


                                        17

<PAGE>

          upon the Prevailing Rent within 5 business days of the exchange and 
          opening of envelopes, then, within 10 business days of the exchange 
          and opening of envelopes Lessor and Lessee shall agree upon and 
          jointly appoint a single arbitrator who shall by profession be a 
          real estate broker who shall have been active over the 5-year 
          period ending on the date of such appointment in the leasing of 
          industrial/distribution properties  in the Nashville metropolitan 
          area.  Neither Lessor nor Lessee shall consult with such broker as 
          to his or her opinion as to Prevailing Rent prior to the 
          appointment.  The determination of the arbitrator shall be limited 
          solely to the issue of whether Lessor's or Lessee's submitted 
          Prevailing Rent for the Premises is the closest to the actual 
          Prevailing Rent for the Premises as determined by the arbitrator, 
          taking into account the requirements of this provision regarding 
          same.  Such arbitrator may hold such hearings and require such 
          briefs as the arbitrator, in his or her sole discretion, determines 
          is necessary.

     (b)  The arbitrator shall, within 30 days of his or her appointment, 
          reach a decision as to whether the parties shall use Lessor's or 
          Lessee's submitted Prevailing Rent, and shall notify Lessor and 
          Lessee of such determination.

     (c)  The decision of the arbitrator shall be binding upon Lessor and 
          Lessee, except as provided below.

     (d)  The cost of arbitration shall be paid by Lessor and Lessee equally.


40.  RIGHT OF FIRST REFUSAL.
     If at any time during the first five years of the term of this Lease, 
     Lessor shall receive a BONA FIDE offer from any third party to lease any 
     available space adjacent to the Premises which Lessor is willing to 
     accept, Lessor shall notify Lessee and Lessee shall have the right, 
     within ten (10) days of receipt of the notice to accept the terms of the 
     offer in writing and within sixty (60) days thereafter to lease the 
     available premises under the rent terms specified in Lessor's offer and 
     otherwise under all of the terms, including but not limited to the Term 
     of this Lease, specified in this Lease.  This Right of First Refusal is 
     continuing so long as Lessee is not in default under this Lease and is 
     in addition to Lessee's option to acquire additional space under 
     Paragraph 41.

41.  EXPANSION OPTION.
     Lessor hereby grants to Lessee the option to expand the Premises and 
     lease up to an additional 56,250 square feet of space to be constructed 
     by Lessor contiguous to the Premises ("Expansion Option").  Lessee may 
     exercise the Expansion Option only by 6 months' written notice thereof, 
     that Lessee desires to occupy the Expansion Option space commencing May 
     1, 2003. The rate of annual rent payable for the Expansion Option space 
     shall be the same rate per square foot as then in effect for the 
     initially leased portion of the Premises.  Lessor shall construct and 
     improve the Expansion Option space to at least the building standard 
     level for the building and tenant improvement work, as it applies to 
     warehouse space.


                                      18

<PAGE>

42.  CANCELLATION OPTION.
     Lessee shall have the sole option to terminate the Lease at the end of 
     the fifth year of the lease term (i.e., as of April 30, 2003) upon one 
     year's prior written notice to Lessor.  If Lessee elects to exercise 
     this option it shall pay to Lessor with its final rental payment an 
     amount of $390,682 which represents all unamortized costs including 
     tenant improvement construction costs, fees, commissions, etc. 

IN WITNESS WHEREOF, the respective parties hereto have entered into this 
Lease as of the Effective Date.

LESSOR:   Ozburn-Hessey Storage Co.       LESSEE:  United Stationers Supply Co.


By:                                       By:

Its:                                      Its:

Date:                                     Date:




                                       19

<PAGE>

STATE OF TENNESSEE   )
                     )
COUNTY OF DAVIDSON   )

     Before me, the undersigned, a Notary Public in and for the State and County
aforesaid, personally appeared ________________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence)
and who, upon oath, acknowledged herself to be the __________________________
the within named bargainor, a corporation, and that she, as such officer, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by herself as such officer.

     Witness my hand and official seal at Nashville, Tennessee, this ______ day
of       , 1997.

                                             Notary Public
                                             My Commission expires:


<PAGE>

STATE OF  ILLINOIS )
                   )
COUNTY OF COOK.    )

      Before me, the undersigned, a Notary Public in and for the State and 
County aforesaid, personally appeared DANIEL H. BUSHELL, with whom I am 
personally acquainted (or proved to me on the basis of satisfactory evidence) 
and who, upon oath, acknowledged himself to be the EXECUTIVE VICE PRESIDENT 
AND CFO of United Stationers Supply Co., the within named bargainor, a 
corporation, and that he, as such officer, being authorized so to do, 
executed the foregoing instrument for the purposes therein contained by 
signing the name of the corporation by himself as such officer.

      Witness my hand and official seal at Des Plaines, Illinois this _____ 
day of                   , 1997.

                                             Notary Public
                                             My Commission expires:
                                                                    ___________