EXHIBIT 10.4

                               PURCHASE AGREEMENT


         THIS PURCHASE  AGREEMENT  (this  "Agreement")  is made this 18th day of
July,  1997,  by and  between  STIMSONITE  CORPORATION,  a Delaware  corporation
("Seller"), and KENNETH SPUNGEN, an individual ("Purchaser").

                              W I T N E S S E T H:

         WHEREAS,  Seller is the owner of fee  simple  title to a parcel of land
containing approximately twenty (20) acres, commonly known as 3801 Norman Drive,
Waukegan,  Illinois,  and legally  described on Exhibit A attached to and made a
part of this Agreement, together with all rights, privileges and easements which
are appurtenant to such land, and all improvements  located on and in such land,
including,  but not limited to, that  certain  office/industrial  building  (the
"Building")  containing  approximately  144,000 square feet  (collectively,  the
"Property"); and

         WHEREAS,  Seller wishes to sell, and Purchaser wishes to purchase,  all
of Seller's  right,  title and  interest in and to the  Property,  on the terms,
conditions and provisions set forth in this Agreement.

         NOW, THEREFORE,  in consideration of Ten Dollars ($10.00) in hand paid,
the  mutual   covenants   contained   herein,   and  other  good  and   valuable
consideration,  the receipt and adequacy of which are  acknowledged,  Seller and
Purchaser agree as follows:

         1.  Purchase  and Sale;  Conveyance.  Purchaser  agrees to purchase and
acquire from Seller, and Seller agrees to sell and transfer to Purchaser, all of
Seller's  right,  title and  interest  in and to the  Property  upon the  terms,
conditions and provisions set forth in this Agreement. Seller shall convey title
to the Property in fee simple to Purchaser  or his nominee (as  Purchaser  shall
direct) by recordable special warranty deed (the "Deed") and subject only to the
Permitted Exceptions (as defined below).

         2.       Purchase Price.  The purchase price for the Property shall be
SIX MILLION ONE HUNDRED NINETY FOUR THOUSAND DOLLARS ($6,194,000.00) (the
"Purchase Price").  Purchaser shall pay the Purchase Price as follows:

                  (a) THREE HUNDRED TWENTY FIVE THOUSAND DOLLARS  ($325,000.00),
as earnest money (the "Earnest Money"),  was deposited into an  interest-bearing
escrow  account  with the Title  Insurer  (as defined  below) as  escrowee  (the
"Escrowee")  on May 16, 1997,  and all interest  earned thereon shall be for the
benefit of the Purchaser; and

                  (b) The  balance  of the  Purchase  Price,  plus or minus  the
prorations authorized by this Agreement, shall be delivered to Seller at Closing
(as defined below).

         3. Title Commitment.  Seller shall deliver to Purchaser, not later than
ten (10) days prior to Closing,  a written  commitment  for an ALTA Owner's Form
B-1990  policy of title  insurance  (the  "Commitment"),  covering the Property,
issued by Chicago Title Insurance Company (the "Title  Insurer"),  in the amount
of the  Purchase  Price,  dated as of a date not  earlier  than the date of this
Agreement,  showing fee title to the Property solely in Seller, and including an
extended  coverage  endorsement  insuring over so-called  "general or "standard"
exceptions  contained in the  Commitment to the extent of the work completed and
paid  for,  a zoning  3.1  endorsement,  an  access  endorsement,  a  contiguity
endorsement,   and   a   waiver   of   creditors   rights   (collectively,   the
"Endorsements").  Seller  shall also  deliver  with the  Commitment  legible and
complete  copies of all title  exceptions  shown or referenced in the Commitment
(the "Underlying Documents").

         4. Survey.  Seller shall deliver to Purchaser,  not later than ten (10)
days prior to Closing,  a current as-built ALTA survey of the Property  prepared
by a surveyor  licensed  by the State of  Illinois  and in  accordance  with the
"Minimum Standard Detail  Requirements for ALTA/ACSM Land Title Surveys" jointly
established  and adopted by ALTA and ACSM in 1992 for Urban Class  surveys,  and
including  flood plain  certification,  dated as of a date not earlier  than the
date of this  Agreement,  and  certified  to  Purchaser  and Title  Insurer (the
"Survey").

         5.       Title and Survey Review.

                  (a) Purchaser  shall have seven (7) days after Purchaser shall
have received all of: (i) the  Commitment,  (ii) the Underlying  Documents,  and
(iii) the Survey (the "Title  Review  Period"),  in which to review the same. In
the event that the  Commitment  or the Survey shall show any  exceptions  to, or
matters  affecting,  Seller's title to the Property,  which are  unacceptable to
Purchaser (each, an "Unpermitted  Exception"),  Purchaser may, by written notice
to Seller sent within the Title Review Period (the "Purchaser's  Title Notice"),
disapprove of such exceptions.  Seller shall have five (5) days after receipt of
Purchaser's   Title  Notice  (the  "Cure  Period")  to  cause  such  Unpermitted
Exceptions to be removed from the Commitment.

                  (b) In the event that Seller is unable or  unwilling  to cause
any or all of the  Unpermitted  Exceptions to be removed within the Cure Period,
Purchaser shall have the right to:

                           (i)  terminate  this  Agreement  by  sending  written
         notice of such  termination  to Seller  within  two (2) days  after the
         expiration  of the Cure  Period,  and  thereafter  neither  Seller  nor
         Purchaser shall have any further obligations under this Agreement; or

                           (ii)  accept  title to the  Property  subject to such
         Unpermitted  Exceptions  and  request  the Title  Insurer to issue such
         affirmative title insurance coverage over the same as may be available,
         all at Purchaser's cost.

                  (c) Notwithstanding  anything contained in this Paragraph 5 or
elsewhere  in  this  Agreement  to the  contrary,  express  or  implied,  Seller
covenants  and agrees that all liens and  exceptions  to  Seller's  title to the
Property which secure the payment of money only, including,  without limitation,
judgment liens, mortgages,  mechanics' liens and delinquent taxes or taxes which
are  otherwise due and payable on or before the Closing (the  "Monetary  Liens")
shall be  removed  by  Seller  at the  Closing,  whether  or not  Purchaser  has
designated  such Monetary  Liens as Unpermitted  Exceptions.  All the exceptions
shown on the  Commitment  (other  than the  so-called  "general"  or  "standard"
exceptions)  to which  Purchaser  has not  objected  as  provided  herein (or if
objected  to, to which  Purchaser  thereafter  waives  its  objection)  shall be
referred to collectively herein as the "Permitted Exceptions."

                  (d) Seller shall cause Title  Insurer to issue to Purchaser an
ALTA Owner's  Policy of Title  Insurance,  in the amount of the Purchase  Price,
dated as of the Closing Date (as  hereinafter  defined),  insuring  title to the
Property in Purchaser,  subject only to the Permitted Exceptions,  with extended
coverage over all general  exceptions  to the extent of work  completed and paid
for and containing the Endorsements (the "Title Policy").  At Closing, the Title
Insurer  shall issue to  Purchaser  or his  nominee a mark-up of the  Commitment
meeting all the  requirements of the Title Policy.  The cost of the Title Policy
shall be borne by Seller.

                  (e)  Purchaser  acknowledges  that the Building is, and on the
Closing Date shall be, in "shell" condition and that, at Seller's direction, the
remaining   construction  work  described  in  the  Construction   Contract  (as
hereinafter  defined)  was  suspended  and has not been  performed.  Seller  has
informed  Purchaser  that all amounts due under the  Construction  Contract have
been paid in full, with the exception of FIFTY EIGHT THOUSAND NINE HUNDRED FIFTY
TWO DOLLARS ($58,952.00) (the "Final Payment"). At Closing, Seller shall pay, or
cause the Title Insurer to pay, the Final Payment to the General Contractor from
the closing proceeds. In addition, Seller agrees to deliver to the Title Insurer
at Closing the following  (collectively,  the "Lien Coverage Materials"):  (i) a
sworn owner's  statement  from Seller in the form attached  hereto as Exhibit C;
(ii) a sworn contractor's  statement (the "Contractor's  Statement") listing all
subcontractors  and suppliers engaged by General  Contractor in the construction
of the Building and the amounts paid to each;  (iii) final  waivers of lien from
each  subcontractor  or supplier listed on the  Contractor's  Statement;  (iv) a
final waiver of lien from the General Contractor;  and (v) such other affidavits
or documentation as the Title Insurer may reasonably  require in order to delete
or affirmatively insure over any exception relating to possible mechanics' liens
against the Property.

         6.       Covenants of Seller.

                  (a) From the date of this Agreement  through the Closing Date,
Seller shall,  at Seller's  sole cost and expense,  maintain the Property in the
same condition as it exists as of the date hereof.

                  (b) From the date of this Agreement  through the Closing Date,
Seller  shall cause to be  maintained  in full force  casualty  insurance  on an
all-risk basis in the full replacement value of the Property.

                  (c) Seller shall transfer to Purchaser at Closing all existing
licenses,  permits, easements, and rights of way, including proof of dedication,
required to make use of utilities  serving the Property and to insure  vehicular
and  pedestrian  ingress or egress to and from the  Property  to the extent that
such  licenses,  permits,  easement  and rights of way are  assignable  and such
assignment  is permitted by law and to the extent that such  licenses,  permits,
easements and rights of way are applicable to the Property or any part thereof.

                  (d)  Seller  shall  endeavor  to obtain  the  consent of Power
Construction  Company (the "General  Contractor") to the assignment to Purchaser
of the contract  between Seller and General  Contractor for  construction of the
Building (the "Construction  Contract").  If Seller obtains such consent, Seller
will assign the Construction Contract to Purchaser at Closing.

         7.  Representations  and Warranties of Seller.  To induce  Purchaser to
execute and deliver this Agreement and to perform his obligations  hereunder and
without  regard to any  independent  investigation  of Purchaser,  Seller hereby
represents and warrants to Purchaser on and as of the date hereof, and on and as
of the Closing Date, as follows:

                  (a) All  representations and warranties of Seller appearing in
this and other paragraphs of this Agreement are true and correct in all material
respects.

                  (b) Seller has full  capacity,  right,  power and authority to
execute,  deliver and perform this Agreement and all documents to be executed by
Seller pursuant hereto and all required action and approvals  therefor have been
duly taken and  obtained or will be duly taken or obtained by the Closing  Date.
The individuals signing this Agreement and all other documents executed or to be
executed pursuant hereto on behalf of Seller are and shall be duly authorized to
sign the same on Seller's behalf and to bind Seller thereto.  This Agreement and
all documents to be executed  pursuant hereto by Seller are and shall be binding
upon and enforceable against Seller in accordance with their respective terms.

                  (c) Except for Seller  there are no persons in  possession  or
occupancy  of the  Property or any part  thereof;  nor are there any persons who
have possessory rights,  either legal or adverse,  in respect to the Property or
any part thereof.

                  (d) Seller has not received  service or written  notice of any
claims,  causes of action or other litigation or proceedings pending, and Seller
has no actual  knowledge that any such claims are threatened,  in respect to the
ownership,  construction  of the Building,  the  operation of the Property,  nor
environmental conditions of the Property or any part thereof.

                  (e) Seller has not received  service or written  notice of any
violations  of any health,  safety,  pollution,  environmental,  zoning or other
laws, ordinances,  rules or regulations with respect to the Property, and Seller
has no actual knowledge of any such violations.

                  (f) Seller has not received  service or written  notice of any
existing or pending, nor does Seller have actual knowledge of any threatened (i)
condemnation  of any part of the  Property,  (ii)  widening,  change of grade or
limitation on use of the streets, roads or highways abutting the Property, (iii)
special tax or assessment to be levied against the Property,  (iv) change in the
zoning  classification  of the Property,  or (v) change in the tax assessment of
the Property.

Seller agrees to indemnify,  defend and hold Purchaser harmless from and against
any and all loss, damage, liability and expense (including reasonable attorneys'
fees and other litigation expenses), Purchaser may suffer, sustain or incur as a
result of any  misrepresentation  or breach of  warranty  made by Seller in this
Paragraph 7. Seller shall notify  Purchaser  promptly if Seller becomes aware of
any transaction or occurrence  prior to the Closing Date which would make any of
the representations or warranties of Seller contained in this Paragraph 7 untrue
in any material respect.

         8.       Representations of Purchaser.  To induce Seller to execute and
deliver this Agreement and to perform its obligations hereunder, Purchaser
hereby represents to Seller on and as of the date hereof, and on and as of the
Closing Date, as follows:

                  (a)      All representations of Purchaser appearing in this
and other sections of this Agreement are true and correct.

                  (b) Purchaser has full capacity, right, power and authority to
execute,  deliver and perform this Agreement and all documents to be executed by
Purchaser  pursuant hereto and,  subject to the provisions of Paragraph 9 below,
all required action and approvals  therefor have been duly taken and obtained or
will be duly taken or obtained by the Closing Date. The individuals signing this
Agreement and all other documents  executed or to be executed pursuant hereto on
behalf  of  Purchaser  are and  shall  be duly  authorized  to sign  the same on
Purchaser's  behalf  and to  bind  Purchaser  thereto.  This  Agreement  and all
documents to be executed  pursuant  hereto by Purchaser are and shall be binding
upon and  enforceable  against  Purchaser in  accordance  with their  respective
terms.

         9.       Due Diligence Contingency.

                  (a)   Purchaser   and  his   agents,   engineers,   surveyors,
appraisers,  auditors and other representatives shall have the right, during the
period  commencing on May 14, 1997 and terminating July 11, 1997,  unless sooner
waived by Purchaser (the "Due Diligence Period"),  to enter unto the Property to
inspect,  examine, survey, and conduct soil tests, borings and other engineering
and  architectural  tests,  to determine the  availability of adequate water and
sewer supply and other  utility  services  for the  Property,  to determine  the
physical  condition  and  operability  of  the  Property,   to  investigate  all
applicable zoning ordinances,  regulations,  building codes and restrictions, to
determine the availability of building  permits,  site plan and zoning approvals
and other authorizations from applicable governmental authorities,  to determine
those factors, if any, that will increase the development costs of the Property,
to determine the  environmental  condition of the Property,  to investigate  the
status of payments to the General Contractor,  and to secure such assurances and
otherwise  to do that which,  in  Purchaser's  sole  opinion,  is  necessary  to
determine the suitability of the Property for Purchaser's intended use.

                  (b) Notwithstanding anything to the contrary contained herein,
Purchaser shall conduct no surface or subsurface invasive testing or sampling of
the Property  ("Subsurface  Testing")  without  Seller's prior written  approval
(which shall not be  unreasonably  withheld)  and unless  Purchaser has afforded
Seller  the  opportunity  to have a  representative  present  at the  Subsurface
Testing by giving Seller at least two (2) days notice prior to  conducting  such
Subsurface Testing.

                  (c) If Purchaser,  in Purchaser's sole  discretion,  deems the
Property  unsuitable  for his intended use or that any condition on the Property
is  unacceptable,  Purchaser shall have the right to terminate this Agreement by
giving  written  notice to the  Seller,  with a copy of such notice also sent to
Escrowee,  within the Due Diligence  Period, in which event this Agreement shall
be null and void.  In the event that  Purchaser  does not  provide  Seller  such
notice within the Due Diligence  Period,  then Purchaser shall be deemed to have
waived the contingencies described in Paragraph 9(a) hereof.

                  (d) Purchaser  hereby agrees to  indemnify,  defend,  and hold
harmless  Seller from and against any and all losses,  costs,  claims,  demands,
suits, causes of actions,  proceedings,  and liabilities incurred by or asserted
against  Seller as a result of the acts of Purchaser  pursuant to Paragraph 9(a)
hereof.  Purchaser  agrees  to keep any  reports  generated  as a result  of any
inspections,  assessments  or  testing  conducted  by or on behalf of  Purchaser
(collectively,  the "Confidential  Information") strictly confidential and shall
not  disclose  the  Confidential  Information  to any third  party,  other  than
employees,  advisors  and  consultants  of  Purchaser  who are  involved  in the
transaction  on behalf of Purchaser,  and Purchaser and such third parties shall
not  use the  Confidential  Information  other  than in  connection  with  their
examination of the Property.  Notwithstanding  the foregoing,  the provisions of
this Paragraph 9(d) shall be inoperative as to such portions of the Confidential
Information  which  Purchaser  is required to  disclose by any  applicable  law,
ordinance or regulation.

                  (e) The  obligation  of  Purchaser  to close  the  transaction
contemplated  hereby is further subject to all representations and warranties of
Seller contained in this Agreement being true and correct in all respects at and
as of the Closing Date, and all  obligations of Seller to have been performed on
or before the Closing Date having been timely and duly performed.

         10. Repair Escrow.  The caulking,  positioning  and flashing of certain
windows  in  the  Building  must  be  corrected  to be in  accordance  with  the
manufacturer's  installation  specifications,  and certain  pitch pockets in the
roof of the Building  must be  corrected  (the  "Repair  Work").  To ensure that
Seller  causes the Repair Work to be completed  after the Closing  Date,  TWENTY
FIVE THOUSAND  DOLLARS  ($25,000.00)  of the Purchase Price shall be retained in
escrow with the Title Insurer at Closing. The money will be held in escrow until
the Repair Work is completed to the  reasonable  satisfaction  of Purchaser,  at
which  time  Purchaser  will sign any  documents  required  by Title  Insurer to
release the money to Seller.

         11. "AS IS"  Condition.  Except as may be  expressly  provided  herein,
Purchaser  shall  accept the Property at Closing "AS IS".  Purchaser  agrees and
acknowledges  that  neither  Seller  nor  any  agent,   attorney,   employee  or
representative of Seller has made any representation  respecting or has made any
warranty whatsoever, express or implied, regarding the Property except as may be
expressly  set forth  herein.  Purchaser  acknowledges  that he has examined and
inspected the Property and that this transaction is an "AS IS" conveyance.

         12. Brokerage.  Seller hereby represents and warrants to Purchaser that
Seller has not dealt  with any  broker or finder in  respect to the  transaction
contemplated  hereby except for Grubb & Ellis and CB Commercial whose commission
shall be paid  solely by Seller.  Seller  hereby  agrees to  indemnify  and hold
Purchaser  harmless  from and against  any claim for  brokerage  commissions  or
finder's  fees or other like fees  asserted by any person,  firm or  corporation
with  respect  to the  Property.  Purchaser  hereby  represents  to Seller  that
Purchaser has not dealt with any broker or finder in respect to the  transaction
contemplated  hereby,  and Purchaser  hereby agrees to indemnify and hold Seller
harmless from and against any claim for brokerage  commissions or finder fees or
other like fees asserted by any other person,  firm or corporation  with respect
to the Property claiming by, through, or under Purchaser.

         13. Condemnation. If, after the date of this Agreement and prior to the
Closing  Date,  all or any  portion of the  Property is taken by exercise of the
power of eminent  domain or any  proceedings  are  threatened  or  instituted to
effect such a taking,  Seller shall  immediately  give Purchaser  notice of such
occurrence,  and  Purchaser  may,  within  seven (7) days after  receipt of such
notice,  elect to (a) terminate this Agreement (in which event the Earnest Money
shall be forthwith returned to Purchaser along with all interest earned thereon)
and all  obligations  of the parties  hereunder  shall cease and this  Agreement
shall  have  no  further  force  and  effect,   or  (b)  close  the  transaction
contemplated  hereby as scheduled  (except that if the Closing Date is less than
seven (7) days following  Purchaser's  receipt of such notice,  closing shall be
delayed until Purchaser makes such election), in which event Seller shall assign
and/or pay to  Purchaser  at closing all  condemnation  awards or other  damages
collected or claimed with respect to such taking.

         14.  Damage  and  Destruction.  If,  after the  effective  date of this
Agreement  and prior to the  Closing  Date,  the  Building  shall be  damaged or
destroyed by fire or other  casualty,  Seller shall  immediately  give Purchaser
notice of such  occurrence,  and  Purchaser  may,  within  seven (7) days  after
receipt of such notice,  elect to (a) terminate  this  Agreement (in which event
the  Earnest  Money shall be  forthwith  returned  to  Purchaser  along with all
interest  earned) and all  obligations of the parties  hereunder shall cease and
this  Agreement  shall  have no  further  force  and  effect,  or (b)  close the
transaction contemplated hereby as scheduled (except that if the Closing Date is
less than seven (7) days  following  Purchaser's  receipt of such notice closing
shall be delayed until Purchaser makes such election);  provided,  however, that
Purchaser  shall have the right to  participate in the adjustment and settlement
of any insurance claim relating to said damage and at the closing,  Seller shall
assign the interest of Seller in and to any  insurance  proceeds with respect to
said damage to Purchaser.

         15. Closing Date.  Provided that this Agreement has not been terminated
pursuant to any provision  hereof,  the closing of the transaction  contemplated
hereby  ("Closing")  shall  take  place at 10:00  a.m.  on August 1, 1997 at the
offices of Title Insurer,  171 N. Clark,  Chicago,  Illinois,  60601, or at such
other earlier date, place or time as the parties may mutually agree. The Closing
shall, at Purchaser's option, be accomplished either through: (i) an escrow with
the Title Insurer, or (ii) a "New York" style face-to-face-closing at the office
of the Title Insurer.

         16. Closing  Adjustments.  At Closing,  general and special real estate
taxes,  installments of assessments  not due and payable as of Closing,  and all
other proratable items, if any (the "Proratable  Items") shall be prorated as of
the Closing Date based on 100% of the last  ascertainable  bills  therefor,  and
said  prorations  shall be a credit against the Purchase Price due Seller on the
Closing  Date.  Seller and Purchaser  hereby agree to reprorate  the  Proratable
Items when the actual  bills for such  Proratable  Items are issued.  Seller and
Purchaser  acknowledge that Seller shall be responsible for all Proratable Items
relating to periods prior to the Closing Date regardless of when such Proratable
Items shall become due and payable,  and Purchaser  shall be responsible for all
such  Proratable  Items  relating to periods  from and after the  Closing  Date.
Seller shall cause all utility meters to be read on the Closing Date and will be
responsible  for the cost of all utilities  used prior to the Closing Date.  The
obligations  of this  Paragraph 15 shall survive the Closing and the delivery of
the Deed.

         17.      Seller's Closing Deliveries.  On the Closing Date, Seller
shall deliver the following to Purchaser, all of which shall be in form,
execution and substance satisfactory to Purchaser and his counsel:

                  (a)      the Deed subject only to the Permitted Exceptions;

                  (b)      a Bill of Sale conveying all personal property on the
         Property owned by Seller, including, but not limited to, those items
         listed on Exhibit B hereto;

                  (c)      Seller's executed Affidavit of Title;

                  (d)      Seller's executed FIRPTA Affidavit;

                  (e)      an Illinois Responsible Property Transfer Act
         ("IRPTA") Disclosure Document, if required under the provisions of
         IRPTA.

                  (f)      Seller's executed ALTA statement;

                  (g)      Seller's executed GAP Undertaking or equivalent which
         may be required by the Title Insurer;

                  (h)  Certificate  of  Seller  dated  as of  the  Closing  Date
confirming  that the  representations  set forth in Paragraph 7 and elsewhere in
this  Agreement are true and correct in all material  respects as of the Closing
Date;

                  (i)      All assignable warranties and guaranties for the
Building, building systems and any equipment and machinery to the extent
available (collectively, the "Warranties");

                  (j) Seller's  executed  counterpart  of an  assignment  of all
Seller's  right,  title  and  interest  in  and to  all  assignable  warranties,
licenses,  permits,  authorizations  and  approvals  issued by any  governmental
authority  relating to the  operation,  ownership or maintenance of the Property
(the "Assignment of Warranties and Other Rights");

                  (k) Seller's  executed  counterpart  of an  assignment  of all
Seller's  right,  title,  and interest in and to the  Construction  Contract and
General Contractor's consent to such assignment,  if General Contractor consents
to such assignment;

                  (l) All plans,  specifications and blueprints  relating to the
Property  to the  extent  available,  as well as all  building  permits,  zoning
permits,  certificates  of occupancy and other licenses and permits  relating to
the Property and its operation to the extent available;

                  (m)      the Title Policy, or a mark-up of the Commitment
meeting the requirements of the Title Policy, to be followed promptly by the
issuance of the final Title Policy;

                  (n)      All keys, security codes and all other items
necessary to access the Property or items thereon;

                  (o)      Seller's executed counterpart of an agreed proration
statement;

                  (p)      Seller's executed counterparts of all applicable
state, county and municipal transfer tax declarations;

                  (q)      A certificate of Seller's corporate resolutions
authorizing Seller to execute this Agreement and perform its obligations
thereunder;

                  (r)      the Lien Coverage Materials; and

                  (s) Such  other  documents,  instruments,  certifications  and
confirmations as may be reasonably  required and designated by the Title Insurer
to fully effect and consummate the transactions contemplated hereby.

         18.      Purchaser's Closing Deliveries. On the Closing Date, Purchaser
shall deliver or cause to be delivered to Seller the following:

                  (a)      the Earnest Money and the balance of the Purchase
Price, by, at Purchaser's option, either cashier's check or wire transfer of
immediately available funds;

                  (b)      Purchaser's executed ALTA statement;

                  (c)      Purchaser's executed GAP Undertaking or equivalent
which may be required by the Title Insurer;

                  (d)  Certificate  of  Purchaser  dated as of the Closing  Date
confirming  that the  representations  set forth in Paragraph 8 and elsewhere in
this Agreement  hereof are true and correct in all materials  respects as of the
Closing Date;

                  (e)      Purchaser's executed counterpart of an agreed
proration statement;

                  (f)      Purchaser's executed counterpart of the Assignment of
Contracts, Warranties and Other Rights;

                  (g)      Purchaser's executed counterpart of an assignment of
all Seller's right, title and interest in and to the Construction Contract;

                  (h) Such  other  documents,  instruments,  certifications  and
confirmations as may be reasonably  required and designated by the Title Insurer
to fully effect and consummate the transactions contemplated hereby.

         19.      Closing Costs.

                  (a)  Seller  shall be  responsible  for  payment  of (i) title
expenses,  including,  but not  limited to, the cost of the Title  Policy;  (ii)
one-half  (1/2) of the Escrow  and/or New York style  closing  charges,  if any;
(iii) all State of Illinois and Lake County transfer taxes; (iv) the cost of the
Survey; and (v) recording fees for the Deed and any releases of Monetary Liens.

                  (b)  Purchaser  shall be  responsible  for the  payment of (i)
one-half (1/2) of the Escrow and/or New York style closing charges,  if any; and
(ii) any other customary buyer's charges.

                  (c) Local or municipal  transfer  taxes, if any, shall be paid
by the party designated in the statute or ordinance creating such tax.

         20. Default by Seller.  In the event of a default by Seller  hereunder,
Purchaser  shall be  entitled,  in lieu of any and all other  remedies  to which
Purchaser may be entitled at law or in equity,  (i) to terminate  this Agreement
by written  notice to Seller,  in which event the Earnest  Money,  with interest
accrued, if any, shall be returned to Purchaser and neither party shall have any
further  rights,  obligations,  or  liabilities  hereunder,  or (ii) to  enforce
Seller's  obligations  hereunder  by a suit for specific  performance,  in which
event Purchaser shall be entitled to such injunctive  relief as may be necessary
to prevent  Seller's  disposition of the Property pending final judgment in such
suit.

         21.  Default  by  Purchaser.  In the  event of a default  by  Purchaser
hereunder,  Seller shall be entitled,  in lieu of any and all other  remedies to
which  Purchaser  may be entitled  at law or in equity,  (i) to  terminate  this
Agreement by written notice to Purchaser, in which event the Earnest Money, with
interest  accrued,  if any, shall be paid to Seller as liquidated  damages,  and
neither  party  shall  have any  further  rights,  obligations,  or  liabilities
hereunder,  or (ii) to enforce Purchaser's  obligations  hereunder by a suit for
specific performance, in which event, if Seller is successful in such an action,
the Earnest  Money  shall be paid to Seller and  credited  against the  Purchase
Price.  In the event Seller elects to pursue the remedy  described in clause (i)
above,  the parties  acknowledge and agree that the actual damages in such event
are  uncertain  in amount and  difficult to  ascertain,  and that said amount of
liquidated damages was reasonably determined.

         22. Notices.  Any notice,  request,  demand,  approval,  instruction or
other  document  to be given  or  served  hereunder  or under  any  document  or
instrument  executed  pursuant hereto shall be in writing and shall be delivered
personally,  by telecopy,  by nationally recognized overnight courier service or
sent by United States  registered or certified mail,  return receipt  requested,
postage prepaid and addressed to the parties at their  respective  addresses set
forth below.  Any such notice  shall be effective  (i) upon receipt if delivered
personally,  (ii)  on the  next  business  day if  deposited  with a  nationally
recognized  overnight courier service,  prepaid,  (ii) three business days after
deposit in the mails if mailed, or (iv) upon confirmation of complete receipt if
given by telecopy  during normal business hours (or the next business day if not
confirmed  during  normal  business  hours).  A party may change its address for
receipt of notices by service of a notice of such change in accordance herewith.

         If to Purchaser:  Peer International
                                    241 W. Palatine Road
                                    Wheeling, IL  60090
                                    Attention:  Lawrence Spungen
                                    Fax:________________________

         With a copy to:   Lowell L. Ruffer
                                    5301 W. Dempster Street
                                    Suite 200
                                    Skokie, Illinois  60077
                                    Fax: 847/965-8299

         If to Seller:              Stimsonite Corporation
                                    7542 N. Natchez Avenue
                                    Niles, Illinois  60714-3804
                                    Attention: Thomas Ratchford
                                    Fax: 847/647-0269

         With a copy to:   Susan I. Matejcak, Esq.
                                    Jones, Day, Reavis & Pogue
                                    77 W. Wacker, Suite 3500
                                    Chicago, Illinois  60601-1692
                                    Fax: 312/782-8585

         23. Entire Agreement,  Amendments and Waivers.  This Agreement contains
the entire agreement and  understanding of the parties in respect to the subject
matter hereof,  and the same may not be amended,  modified or discharged nor may
any of its terms be waived  except by an  instrument  in  writing  signed by the
party to be bound thereby.

         24.  Further  Assurances.  The  parties  each  agree  to  do,  execute,
acknowledge and deliver all such further acts, instruments and assurances and to
take all such further  action  before or after the closing as shall be necessary
or  desirable  to fully carry out this  Agreement  and to fully  consummate  and
effect the transactions contemplated hereby.

         25. Survival and Benefit. All representations,  warranties,  agreements
and obligations of the parties shall,  notwithstanding any investigation made by
any party hereby,  survive closing for a period of six (6) months and shall then
be extinguished, unless a longer survival period is expressly specified herein.

         26.      Miscellaneous.

                  (a) This  Agreement  and any document or  instrument  executed
pursuant  hereto may be  executed  in any number of  counterparts  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

                  (b) Whenever  under the terms of this  Agreement  the time for
performance of a covenant or condition falls upon a Saturday, Sunday or holiday,
such time for performance shall be extended to the next business day.  Otherwise
all references herein to "days" shall mean calendar days.

                  (c)      This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.

                  (d)      Time is of the essence of this Agreement.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first above written.

                                   PURCHASER:

                                                  KENNETH SPUNGEN,
                                                  an individual

                                                  /s/Lawrence Spungen with
                                                  power of attorney for
                                                  Kenneth Spungen


                                     SELLER:

                                                  STIMSONITE CORPORATION,
                                                  a Delaware corporation


                                                  By:  /s/Thomas C. Ratchford
                               Its: Vice President