<PAGE>

                       WB-15 COMMERCIAL OFFER TO PURCHASE

  GENERAL PROVISIONS
The Buyer, Kramer International, Inc., offers to purchase the Property known as
114 East Pittsburgh Avenue in the City of Milwaukee, County of Milwaukee, 
Wisconsin
(Additional description, if any:)  as per title insurance commitment
- PURCHASE PRICE: Three Hundred Fifty Thousand and 00/100 Dollars 
($ 350,000.00):
- EARNEST MONEY of $ ---- in the form of ---- accompanies this Offer and 
earnest money of $ ---- in the form of ---- will be paid within ----- days of 
acceptance. 
- THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at closing 
unless otherwise provided below.
- ADDITIONAL ITEMS INCLUDED IN PURCHASE PRICE: Seller shall include in the 
purchase price and transfer, free and clear of encumbrances, all fixtures, as 
defined herein and as may be on the Property on the date of this Offer, unless 
excluded below and the following additional items: None. All personal property 
included in purchase price will be transferred by Bill of Sale.  - ITEMS NOT 
INCLUDED IN THE PURCHASE PRICE: __________________________________________. 
- PROPERTY CONDITION REPRESENTATIONS:   See Addendum A .
- TIME IS OF THE ESSENCE as to: (1) earnest money payment(s); (2) binding 
acceptance; (3) occupancy; (4) date of closing and all other dates and 
deadlines in this Offer except ________________________________________________
______________________________________________________________________________.
       ACCEPTANCE, DELIVERY AND RELATED PROVISIONS
- BINDING ACCEPTANCE: This Offer is binding upon both parties only if a copy 
of the accepted Offer is delivered to Buyer on or before December 31, 1996  
- DELIVERY OF DOCUMENTS AND WRITTEN NOTICES: Unless otherwise stated in this 
Offer, delivery of documents and written notices to a party shall be effective 
only when accomplished in any of the following ways:  
(1) By depositing the document or written notice postage or fees prepaid in the 
U.S. Mail or a commercial delivery system addressed to the party at:
  Buyer:    114 East Pittsburgh Avenue, Milwaukee, Wisconsin 53204
  Seller:   114 East Pittsburgh Avenue, Milwaukee, Wisconsin 53204
(2) By giving the document or written notice personally to the party;
(3) By electronically transmitting the document or written notice to the 
    following telephone number: Buyer: (414) 278-0479
    Seller: (414)278-0479 . Any signed document transmitted by fax shall be 
considered an original document and shall have the binding and legal effect of 
an original document. The signature of any Party upon a faxed document shall be 
considered an original signature.
  OCCUPANCY AND RELATED PROVISIONS
- OCCUPANCY of the Property shall be given to Buyer at time of closing unless 
otherwise agreed in writing.
- LEASED PROPERTY:  See Addendum A .  
- RENTAL WEATHERIZATION: This transaction is exempt from State of Wisconsin 
Rental Weatherization Standards (ILHR 67, Wisconsin Administrative Code). If 
not exempt, (Buyer) (Seller) [STRIKE ONE] will be responsible for compliance, 
including all costs.
  CLOSING AND RELATED PROVISIONS
- CLOSING: This transaction is to be closed at the place designated by 
Buyer's mortgagee or O'Neil, Cannon & Hollman, S.C. no later than January 2, 
1997, unless another date or place is agreed to in writing.
- CLOSING PRORATIONS: The following items shall be prorated at closing: None.
- SPECIAL ASSESSMENTS:  See Addendum
- FORM OF TITLE EVIDENCE: Seller shall give evidence of title by an OWNER'S 
policy of title insurance as further described under TITLE EVIDENCE.
- CONVEYANCE OF TITLE: Upon payment of the purchase price, Seller shall 
convey the Property by warranty deed (or other conveyance as provided herein) 
free and clear of all liens and encumbrances, except: municipal and zoning 
ordinances and agreements entered under them, recorded easements for the 
distribution of utility and municipal services, recorded building and use 
restrictions and covenants, general taxes levied in the year of closing and 
None other (provided none of the foregoing prohibit present use of the 
Property), which constitutes merchantable title for purposes of this 
transaction. Seller further agrees to complete and execute the documents 
necessary to record the conveyance.

<PAGE>

PROPERTY IMPROVEMENT, DEVELOPMENT OR CHANGE OF USE.

  PROPERTY CONDITION PROVISIONS

- PROPERTY DIMENSIONS AND SURVEYS: Buyer acknowledges that any Property, 
building or room dimensions, or total acreage or building square footage 
figures, provided to Buyer by Seller or Seller's agent(s), may be approximate 
because of rounding or other reasons, unless verified by survey or other 
means. Buyer also acknowledges that there are various formulas used to 
calculate total square footage of buildings and that total square footage 
figures will vary dependent upon the formula used. 
- INSPECTIONS: Seller agrees to allow Buyer's inspectors reasonable access 
to the Property upon reasonable notice if the inspections are reasonably 
necessary to satisfy the contingencies in this Offer. Buyer agrees to 
promptly provide copies of all such inspection reports to Seller, and to 
listing broker if Property is listed. Furthermore, Buyer agrees to promptly 
restore the Property to its original condition after Buyer's inspections are 
completed, unless otherwise agreed with Seller.
- PROPERTY DAMAGE BETWEEN ACCEPTANCE AND CLOSING: Seller shall maintain the 
Property until the earlier of closing or occupancy by Buyer in materially the 
same condition as of the date of acceptance of this Offer. If, prior to the 
earlier of closing or occupancy by Buyer, the Property is damaged in an 
amount of not more than five per cent (5%) of the selling price, Seller shall 
be obligated to restore the Property. If Seller is unable to restore the 
Property, Seller shall promptly notify Buyer in writing and this Offer may be 
cancelled at the option of the Buyer. If the damage shall exceed such sum, 
Seller shall promptly notify Buyer in writing of the damage and this Offer 
may be cancelled at option of Buyer. Should Buyer elect to carry out this 
Offer despite such damage, Buyer shall be entitled to any insurance proceeds 
relating to the damage to the Property, plus a credit towards the purchase 
price equal to the amount of Seller's deductible on such policy.
- PRE-CLOSING INSPECTION: At a reasonable time, preapproved by Seller or 
Seller's agent, within 3 days before closing, Buyer shall have the right to 
inspect the Property to determine that there has been no significant change 
in the condition of the Property, except for changes approved by Buyer. 
  DEFAULT
Seller and Buyer each have the legal duty to use good faith and due diligence 
in completing the terms and conditions of this Offer. A material failure to 
perform any obligation under this Offer is a default which may subject the 
defaulting party to liability for damages or other legal remedies.

  If BUYER DEFAULTS. Seller may:
  (1)   sue for specific performance and request the earnest money as partial 
        payment of the purchase price; or
  (2)   terminate the Offer and have the option to: (a) request the earnest 
        money as liquidated damages; or (b) direct broker to return the earnest
        money and have the option to sue for actual damages.
  If SELLER DEFAULTS. Buyer may:
  (1)   sue for specific performance; or
  (2)   terminate the Offer and request the return of the earnest money, sue 
        for actual damages, or both.
  In addition, the Parties may seek any other remedies available in law or 
equity.
  The Parties understand that the availability of any judicial remedy will 
depend upon the circumstances of the situation and the discretion of the 
courts. If either Party defaults, the Parties may renegotiate the Offer or 
seek nonjudicial dispute resolution instead of the remedies outlined above. 
By agreeing to binding arbitration, the Parties may lose the right to 
litigate in a court of law those disputes covered by the arbitration 
agreement.
     NOTE: WISCONSIN LICENSE LAW PROHIBITS A BROKER FROM GIVING ADVICE OR 
     OPINIONS CONCERNING THE LEGAL RIGHTS OR OBLIGATIONS OF PARTIES TO A 
     TRANSACTION OR THE LEGAL EFFECT OF A SPECIFIC CONTRACT OR CONVEYANCE. 
     AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED. Buyer's or 
     Seller's legal right to earnest money cannot be determined by broker. In 
     the absence of a mutual agreement by the Parties, earnest money will be 
     distributed as set forth below.
  ENTIRE CONTRACT 
This Offer, including any amendments, contains the entire agreement of the 
Parties regarding the transaction. All prior negotiations and discussions 
have been merged into this Offer. This agreement binds and inures to the 
benefit of the Parties to this Offer and their successors in interest.
  EARNEST MONEY
- HELD BY: Earnest money, if held by a broker, shall be held in the trust 
account of the broker drafting the Offer prior to acceptance of Offer and in 
the trust account of the listing broker (Buyer's agent if Property is not 
listed) after acceptance until applied to purchase price or otherwise 
disbursed as provided in the Offer. If negotiations do not result in an 
accepted offer, the earnest money shall be promptly disbursed (after 
clearance from payor's depository institution if earnest money is paid by 
check) to the person who paid the earnest money.
- DISBURSEMENT: At closing, earnest money shall be disbursed according to 
the closing statement. If this Offer does not close, the earnest money shall 
be disbursed according to a written disbursement agreement signed by all 
Parties to this Offer. If said disbursement agreement has not been delivered 
to broker within 60 days after the date set for closing, broker may disburse 
the earnest money: (1) as directed by an attorney who has reviewed the 
transaction and does not represent Buyer or Seller; (2) into a court hearing 
a lawsuit involving the earnest money and all Parties to this Offer; (3) as 
directed by court order; or (4) any other disbursement required or allowed by 
law. Broker may retain legal services to direct disbursement per (1) or to 
file an interpleader action per (2) and, in such event, broker may deduct 
from the earnest money any costs and reasonable attorneys fees, not to exceed 
$250, prior to disbursement. Should persons other than broker hold earnest 
money, an escrow agreement should be drafted by the Parties or an attorney 
for Buyer or Seller.

<PAGE>

- LEGAL RIGHTS/ACTION: Broker's disbursement of earnest money does not 
determine the legal rights of the Parties in relation to this Offer. At least 
30 days prior to disbursement per (1) or (4), broker shall send Buyer and 
Seller notice of the disbursement by certified mail. If Buyer or Seller 
disagree with broker's proposed disbursement, a lawsuit may be filed to 
obtain a court order regarding disbursement. Small Claims Court has 
jurisdiction over all earnest money disputes arising out of the sale of 
residential property with 1-4 dwelling units and certain other earnest money 
disputes. The Buyer and Seller should consider consulting attorneys regarding 
their legal rights under this Offer in case of a dispute.   Both Parties 
agree to hold the broker harmless from any liability for good faith 
disbursement of earnest money in accordance with this Offer or applicable 
Department of Regulation and Licensing regulations concerning earnest money. 
See Wis. Administrative Code RL 18.
  TITLE EVIDENCE
- FORM OF TITLE EVIDENCE: Seller shall give evidence of title (as selected) 
under CONVEYANCE OF TITLE to the Property in the form of an owner's policy of 
title insurance in the amount of the purchase price on a current ALTA form 
issued by an insurer licensed to write title insurance in Wisconsin.
- PROVISION OF MERCHANTABLE TITLE: Seller shall pay all costs of providing 
title evidence. For purposes of closing, title evidence shall be acceptable 
if the abstract or a commitment for the required title insurance is delivered 
to Buyer's attorney or to Buyer not less than 5 business days before closing, 
showing title to the Property as of a date no more than 15 days before 
delivery of such title evidence to be merchantable, subject only to liens 
which will be paid out of the proceeds of closing and standard abstract 
certificate limitations or standard title insurance requirements and 
exceptions, as appropriate.
- TITLE ACCEPTABLE FOR CLOSING: If title is not acceptable for closing, 
Buyer shall notify Seller in writing of objections to title by the time set 
for closing. In such event, Seller shall have a reasonable time, but not 
exceeding 15 days, to remove the objections, and the time for closing shall 
be extended as necessary for this purpose. In the event that Seller is unable 
to remove said objections, Buyer shall have 5 days from receipt of notice 
thereof, to deliver written notice waiving the objections, and the time for 
closing shall be extended accordingly. If Buyer does not waive the 
objections, this Offer shall be null and void. Providing title evidence 
acceptable for closing does not extinguish Seller's obligations to give 
merchantable title to Buyer.
  DEFINITIONS
- ACCEPTANCE: Acceptance occurs when all Buyers and Sellers have signed an 
identical copy of the Offer, including signatures on separate but identical 
copies of the Offer. See BINDING ACCEPTANCE regarding binding acceptance.
- FIXTURES: A "Fixture" is an item of property which is physically attached 
to or so closely associated with land and improvements so as to be treated as 
part of the real estate, including, without limitation, physically attached 
items not easily removable without damage to the Property, items specifically 
adapted to the Property, and items customarily treated as fixtures. A 
"fixture" does not include trade fixtures owned by tenants of the Property.
- INSPECTION: An "inspection" as defined as an observation of the Property 
which does not include testing of the Property.
- OTHER EXPENSES: In addition to "special assessments for work on site", 
government entities may charge one-time or ongoing use fees for other public 
improvements relating to curb, gutter, street, sidewalk, sanitary and storm 
sewer (including all sewer mains and hook-up and interceptor charges), parks, 
street lighting and street trees, and impact fees for other public 
facilities, as defined in Wis. Stats. Section 66.55(1)(c) & (f).
- TEST: A "test" is defined as the taking of samples of materials such as 
soils, water or building materials from the Property and the laboratory or 
other analysis of these materials Note: Any contingency authorizing such 
tests should specify the areas of the Property to be tested, the purpose of 
the test (e.g. to determine the presence or absence of environmental 
contamination), any limitations on Buyer's testing and any other material 
terms of the contingency (e.g. Buyer's obligation to return the Property to 
its original condition).
PROPERTY DESCRIPTION: 114 East Pittsburgh Avenue, Milwaukee, Wisconsin
- ADDENDA: The attached Addenda A   is made part of this Offer.
ADDITIONAL PROVISIONS ________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________  IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY 
ENFORCEABLE CONTRACT. BOTH PARTIES SHOULD CAREFULLY READ THIS DOCUMENT. 
BROKERS MAY PROVIDE A GENERAL EXPLANATION OF THE PROVISIONS OF THE OFFER BUT 
ARE PROHIBITED BY LAW FROM GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL 
RIGHTS UNDER THIS OFFER OR HOW TITLE SHOULD BE TAKEN AT CLOSING. AN ATTORNEY 
SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED.

This Offer was drafted on December 24, 1996  (date) by N/A

  Kramer International, Inc.                       (Licensee and Firm)

(x)By:/s/ Kevin T. McDermed                                       12/30/96
   ----------------------------------   ---------------------    ------------
(Buyer's Signature)  Print Name here:   (Social Security No.)      (Date)

(x)
   ----------------------------------   ------------------------------------
(Buyer's Signature)  Print Name here:   (Social Security No.)      (Date)

EARNEST MONEY RECEIPT BROKER ACKNOWLEDGES RECEIPT OF EARNEST MONEY AS PER LIEN
10 OF THE ABOVE OFFER.

<PAGE>

______________________________ Broker (By)____________________________ SELLER 
ACCEPTS THIS OFFER. THE WARRANTIES, REPRESENTATIONS AND COVENANTS MADE IN THIS 
OFFER SURVIVE CLOSING AND THE CONVEYANCE OF THE PROPERTY. THE UNDERSIGNED 
HEREBY AGREES TO CONVEY THE ABOVE-MENTIONED PROPERTY ON THE TERMS AND 
CONDITIONS AS SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS OFFER.

(x) /s/ David Jungen                                           12/30/96     
-------------------------------   ---------------------   ------------------
(Seller's Signature)^             (Social Security No.)         (Date)
Print Name here:> David Jungen

(x) /s/ James Stott                                            12/30/96      
-------------------------------   ---------------------   -------------------
(Seller's Signature)^             (Social Security No.)         (Date)
Print Name here:> James Stott

<PAGE>

                                 ADDENDUM A

                    to WB-15 Commercial Offer to Purchase
                  dated December 24, 1996 for the Property
                   located at 114 East Pittsburgh Avenue,
                        Milwaukee, Wisconsin  53204

     1.   Buyer has fully inspected the Property and accepts the Property in an
          "As Is" condition, it being understood that Seller makes no warranties
          or representations pertaining to conditions affecting the Property or
          transaction.

     2.   Any lease between Buyer and Seller (oral or written) shall be deemed
          canceled as of the closing of this transaction.  Each party 
          acknowledges that the other party has fulfilled all the terms of said
          lease, and releases the other party from any obligations under said
          lease subsequent to the
          closing.

     3.   Buyer acknowledges notice of contemplated special assessments from
          the City of Milwaukee which Buyer assumes.  Seller shall have no
          liability with respect to any special assessment.

Kramer International, Inc.

By: /s/ Kevin T. McDermed                    /s/ David Jungen
    ---------------------                    ----------------
      Kevin McDermed                         David Jungen
      Chief Financial Officer

                                             /s/ James Stott
                                             -----------------
                                             James Stott