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                       SETTLEMENT AGREEMENT AND MUTUAL RELEASE

     THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "AGREEMENT") is made 
and entered into as of the 12th day of February, 1999 (the "EFFECTIVE DATE") 
by and between BINKS SAMES CORPORATION, a Delaware corporation ("BINKS") and 
CWA INVESTMENT COMPANY, L.L.C., an Illinois limited liability company 
("CWA"). Binks and CWA are sometimes collectively  referred to as the 
"PARTIES," and individually as a "PARTY."

                                   RECITALS:

     A.   CWA has brought certain claims against Binks and Binks has brought 
certain counterclaims against CWA pertaining to a lease for a build-to-suit 
office building to have been located in Vernon Hills, Illinois (the 
"PROJECT"), which claims and counterclaims are the subject of certain 
litigation entitled "CWA INVESTMENT COMPANY, L.L.C. V. BINKS SAMES 
CORPORATION, NO. 98L 03378" in the Circuit Court of Cook County, Illinois, 
County Department, Law Division (the "LANDLORD LITIGATION").

     B.   Incident to the Landlord Litigation, Binks has filed a third-party 
complaint against The John Buck Company, an Illinois corporation (the "REAL 
ESTATE BROKER") alleging, among other things, that the Real Estate Broker is 
liable to Binks for any and all amounts owed by Binks to CWA (the "BROKER 
LITIGATION").

     C.   Attached as EXHIBIT A to this Agreement and by this reference made 
a part hereof, is a list of the third-party expenses incurred by CWA in 
connection with the cancellation of the Project (collectively, the 
"OUT-OF-POCKET COSTS"). In the Landlord Litigation, CWA has asserted that 
Binks is liable to CWA for both the Out-of-Pocket Costs and lost profits, and 
Binks has denied liability to CWA therefore and made counterclaims. 

     D.   The Parties recognize that continued pursuit of the Landlord 
Litigation will be costly and time-consuming, and therefore desire to adjust 
and compromise all of the issues arising from and as a result of the Landlord 
Litigation, without prejudice to any claims of Binks against the Real Estate 
Broker or any former officers or directors of Binks, by Binks' payment to CWA 
of its Out-of-Pocket Costs and CWA's withdrawal of demand for lost profits 
and other damages.

<PAGE>

                                   AGREEMENT:

     NOW, THEREFORE, in consideration of the foregoing Recitals, which are 
incorporated herein by this reference, and for the other good and valuable 
consideration herein below set forth, the receipt and sufficiency of which 
are hereby expressly mutually acknowledged by the Parties, the Parties do 
hereby agree as follows:

     1.   INCORPORATION OF RECITALS.  The Recitals contained in this 
Agreement are hereby incorporated into the body of this Agreement as 
substantive agreements of the Parties.

     2.   SETTLEMENT PAYMENT.  Binks agrees to pay to CWA its Out-of-Pocket 
Costs in the aggregate sum of TWO MILLION FOUR HUNDRED AND NO/100THS 
($2,400,000.00) DOLLARS, by certified check, cashier's check or wire transfer 
on or before February 22, 1999.

     3.   DISMISSAL.  Within four (4) business days following the date that 
Binks has made the payment to CWA set forth in Section 2 hereof, the Parties 
shall cause to be dismissed with prejudice their respective claims in the 
Landlord Litigation, but not, in the case of Binks, the Broker Litigation.

     4.   CWA RELEASE OF BINKS.  Subject to the provisions of Section 2 
hereof, CWA, for and on behalf of itself and its past and present members, 
directors, officers, employees, agents, representatives, subsidiaries and 
affiliates, does hereby release and forever discharge Binks, its subsidiaries 
and affiliates, and its and their past and present shareholders, directors, 
officers, employees, agents, representatives and attorneys, of and from any 
and all claims, demands, liabilities, responsibilities, causes of action, 
legal or equitable, in contract, tort or otherwise, whether known or unknown, 
accrued or unaccrued, fixed or contingent, arising out of, related to, 
resulting from or otherwise concerning, in whole or in part: (i) any and all 
claims or potential claims that were or could have been asserted by CWA in 
the Landlord Litigation, including without limitation, the filing, 
prosecution or defense of the Landlord Litigation; or (ii) any transactions, 
acts, occurrences or omissions, whether related to the Project or otherwise, 
occurring or failing to have occurred on or before the Effective Date.

     5.   BINKS RELEASE OF CWA.  Subject to the provisions of Section 6 
hereof, Binks, for and on behalf of itself and its past and present 
shareholders, 

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directors, officers, employees, agents and representatives, does hereby 
release and forever discharge CWA, Van Vlissingen and Co., and its and their 
past and present members, directors, officers, employees, agents, 
representatives, subsidiaries and affiliates, and attorneys, of and from any 
and all claims, demands, liabilities, responsibilities, causes of action, 
legal or equitable, in contract, tort or otherwise, whether known or unknown, 
accrued or unaccrued, fixed or contingent, arising out of, related to, 
resulting from or otherwise concerning, in whole or in part: (i) any and all 
claims or potential claims that were or could have been asserted by Binks in 
the Landlord Litigation, including without limitation, the filing, 
prosecution or defense of the Landlord Litigation; or (ii) any transactions, 
acts, occurrences or omissions, whether related to the Project or otherwise, 
occurring or failing to have occurred on or before the Effective Date.

     6.   RESERVATION OF BINKS CLAIMS AGAINST REAL ESTATE BROKER, FORMER 
OFFICERS AND DIRECTORS OF BINKS AND OTHERS.  The Parties expressly 
acknowledge and agree that the release made by Binks of CWA set forth in 
Section 5 of this Agreement shall not, in any way whatsoever, constitute or 
be construed as a release by Binks, either in whole or in part, of:

          (a)  the Real Estate Broker, its officers, employees and agents, 
     generally, or a release by Binks of any claims against the Real Estate 
     Broker made in connection the Broker Litigation, specifically, it being 
     the express intention of the Parties that no such release of the Real 
     Estate Broker, its officers, employees and agents of any kind whatsoever 
     is being given by Binks under this Agreement; or 

          (b)  any former officer or director of Binks, it being the express 
     intention of the Parties that no such release of any former officer or 
     director of Binks of any kind whatsoever is being given by Binks under 
     this Agreement; or 
     
          (c)  any other person or party whatsoever (other than CWA and its 
     past and present members, directors, officers, employees, agents, 
     representatives, subsidiaries and affiliates, and attorneys), it being 
     the express intention of the Parties that no such release of any such 
     other person or party of any kind whatsoever is being given by Binks 
     under this Agreement.

     7.   CWA INTERVIEWS.  CWA covenants to Binks that CWA shall (at its sole 
cost and expense) cause its chief executive officer, Charles Lamphere 
("LAMPHERE") and its real estate attorney, Ms. Donna Head ("HEAD"), to appear 
at 

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the offices of Binks' litigation counsel, McBride Baker & Coles, of Chicago, 
Illinois ("BINKS COUNSEL") to be separately interviewed by Binks Counsel 
about each such person's personal knowledge of facts deemed by Binks Counsel 
to be relevant to the Broker Litigation (the "INTERVIEWS"), each of which 
shall be (x) for a duration not to exceed one (1) business day, and 
(y) conducted on a date mutually agreeable to the Parties, but in no event 
more than ten (10) business days following the date that Binks has made the 
payment to CWA set forth in Section 2 hereof. If requested by Binks Counsel 
to do so, Lamphere and/or Head, as the case may be, shall individually 
execute a separate written statement (or if Binks Counsel shall so elect, an 
affidavit) to be prepared by Binks Counsel in accordance with the provisions 
of the penultimate sentence of this Section 7 (a "STATEMENT"), each such 
Statement to truthfully set forth in summary form the facts disclosed by the 
Interview deemed relevant by Binks Counsel and known to Lamphere and/or Head, 
as the case may be. Any Statement shall be prepared in accordance with the 
following procedures: (i) the Statement shall be prepared by Binks Counsel 
and submitted to Lamphere and/or Head, as the case may be, by the close of 
business on the fifth business day following the date of the completion of 
his or her Interview, which shall be in draft form; and (ii) Lamphere and/or 
Head, as the case may be, shall thereupon promptly review such draft of his 
or her Statement (for not more than five (5) business days following receipt 
of the draft), make such corrections, deletions and/or additions thereto as 
he or she may deem necessary to make such Statement truthfully reflect his or 
her knowledge of the facts, and thereupon promptly execute and return to 
Binks Counsel the said Statement (provided that if Binks Counsel has 
requested an affidavit, such Statement shall be duly signed and sworn to by 
Lamphere or Head, as the case may be).

     8.   NO ADMISSION OF LIABILITY.  Nothing contained in this Agreement (or 
in any other document or instrument relating to the allegations made by the 
Parties against each other in the Landlord Litigation) shall constitute an 
admission by either Party (a) of any liability whatsoever to the other Party, 
or (b) that either Party has committed any act or failed to take any act, 
alleged by the other Party in the Landlord Litigation.

     9.   EXPENSES.  Each Party shall bear its own expenses in connection 
with the Landlord Litigation, this Agreement and the transactions 
contemplated thereby.

     10.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.  The 
representations, warranties and covenants contained in this Agreement shall 
survive the execution and delivery of this Agreement and shall remain in full 
force and effect until a claim based thereon is barred by applicable statutes 
of limitation.

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<PAGE>

     11.  WAIVER.  Failure of CWA or Binks, as the case may be, to not insist 
upon strict compliance with any of the terms, covenants or conditions of this 
Agreement shall not be deemed a waiver of such term, covenant or condition, 
nor shall the relinquishment of any right or power hereunder or at any one or 
more times be deemed a waiver or relinquishment of such right or power at any 
other time or times.

     12.  SEVERABILITY.  If applicable law prohibits or invalidates any 
provision of this Agreement, such provision shall be rendered ineffective and 
severable for the remainder of this Agreement without affecting or impairing 
the enforceability or validity of the remainder of this Agreement.

     13.  ENTIRE AGREEMENT.  This Agreement constitutes the entire contract 
between the Parties relating to the subject matter hereof and is the final 
and complete expression of their intent. No prior or contemporaneous 
negotiations, promises, agreements, covenants or representations of any kind 
or nature, oral or written, have been made by the Parties, or any of them, in 
negotiations leading to this Agreement or relating to the subject matter 
hereof, which are not expressly set forth in this Agreement, or which have 
not become merged and finally integrated into this Agreement; it being the 
intention of the Parties hereto that in the event of any subsequent 
litigation, controversy, or dispute concerning the terms and provisions of 
this Agreement, no Party shall be permitted to offer to introduce oral or 
extrinsic evidence concerning the terms and conditions hereof that are not 
included or referred to herein and not reflected in writing in this Agreement.

     14.  AMENDMENT.  This Agreement may be changed, modified or amended only 
by a written instrument duly executed by the Parties.

     15.  NON-ASSIGNMENT.  Binks and CWA, for themselves, their respective 
members, shareholders, directors, officers, employees, agents, 
representatives, subsidiaries and affiliates, do hereby represent and warrant 
to each other that it has not assigned, transferred or otherwise disposed of 
any right, claim, cause of action or demand that, but for such assignment, 
transfer or other disposition, would be subject to one of the above set forth 
releases.

     16.  BINDING EFFECT.  This Agreement shall be binding upon and inure to 
the benefit of the Parties and their respective successors-in-interest or 
assigns.

     17.  NOTICES.  Any notice or other communication required to be given 
hereunder by one Party to the other shall be in writing addressed to that 
Party at the address set forth below (or to such other address set forth in 
writing 

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<PAGE>

delivered to such other Party), and may be personally served, sent by 
overnight courier service or U.S. mail, provided that such notice shall be 
deemed to have been given: (a) if delivered in person, when delivered; (b) if 
delivered by overnight courier, one (1) business day after delivery to the 
courier properly addressed; and (c) if delivered by U.S. mail, four 
(4) business days after deposit with postage prepaid and properly addressed.

     If to Binks:

          Binks Sames Corporation
          9201 West Belmont Avenue
          Franklin Park, Illinois 60131
          Attention: Arnold Dratt, President

          With a copy to:

          Robert I. Schwimmer, Esq.
          McBride Baker & Coles
          500 West Madison, 40th Floor
          Chicago, Illinois 60661

     If to CWA:

          CWA Investment Company, L.L.C.
          1 Overlook Point, Suite 100
          Lincolnshire, Illinois 60069
          Attention: Charles R. Lamphere

          With a copy to:

          Louis D. Bernstein, Esq.
          Gould & Ratner
          222 North LaSalle, 8th Floor
          Chicago, Illinois 60601

     18.  GOVERNING LAW.  This Agreement shall be governed by and construed 
and enforced in accordance with the internal laws of the State of Illinois as 
to interpretation, enforcement, validity, construction, effect, choice of law 
and in all other respects.

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<PAGE>

     19.  THIRD PARTY BENEFICIARIES.  Except as expressly provided in 
Sections 4 and 5 hereof, neither this Agreement nor any provision of this 
Agreement is intended to confer upon anyone other than the Parties and their 
successors-in-interest any rights or remedies hereunder.

     20.  MUTUAL REPRESENTATIONS AND WARRANTIES.  Each Party represents and 
warrants to the other that: (a) it has the capacity and authority to enter 
into and perform this Agreement; and (b) the execution, delivery and 
performance of this Agreement by such Party have been duly authorized by all 
necessary corporate, partnership, limited liability company or other action 
of such Party and do not and will not conflict with, result in a breach or 
violation of or constitute a default under any of the governing documents or 
instruments of such Party or any material agreement, instrument, judgment or 
decree to which such Party is a party or by which it is bound.

     21.  LEGAL REPRESENTATION AND DRAFTING PRESUMPTIONS.  The Parties, 
through their attorneys, have each actively participated in and contributed 
to the preparation of this Agreement.  The Parties hereby agree that there 
shall not presumption favoring or burdening any Party based upon the drafting 
of this Agreement.

     22.  FURTHER INSTRUMENTS.  The Parties agree to execute such further 
instruments as necessary to effectuate the intents and purposes of this 
Agreement.

     23.  HEADINGS.  The section headings contained in this Agreement are for 
convenience only, and shall not affect the construction or interpretation of 
any of the provisions of this Agreement.

     24.  COUNTERPARTS.  This Agreement may be executed in counterparts, each 
of which shall be deemed to be an original, but all of which shall constitute 
one and the same Agreement.

BINKS SAMES CORPORATION,              CWA INVESTMENT COMPANY,
a Delaware corporation                L.L.C., an Illinois limited liability 
                                      company

                                      By: Lamphere Rental Sub-Partnership, 
                                          an Illinois general partnership, a
By: /s/ Arnold Dratt                      Managing Member
    -----------------------------
    Arnold Dratt, President & CEO 
                                      By: /s/ Charles R. Lamphere
                                          -----------------------------

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<PAGE>

                                          Charles R. Lamphere, a
                                          General Partner


1014036

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