Exhibit 10.1(c)
                                             ---------------

            AGREEMENT OF PURCHASE AND SALE

                        between

                 SSI MANSFIELD, L.L.C.

                     as Purchaser

                          and

                 SCHOOL SPECIALTY INC.

                       as Seller

                    AUGUST 22, 2000

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                   TABLE OF CONTENTS
                                                              Page

1.  Sale.                                                        2
2.  Purchase Price.                                              3
3.  Closing.                                                     3
4.  Earnest Money.                                               3
5.  Seller's Deliveries and Inspection Reports.                  4
6.  Loan Application.                                            4
7.  Conditions to Closing.                                       5
8.  Title and Survey Matters.                                    7
9.  Representations and Warranties.                              9
10. Covenants of Seller and Purchaser.                          16
11. Seller's Closing Documents.                                 17
12. Purchaser's Closing Documents.                              19
13. Prorations.                                                 19
14. Expenses.                                                   20
15. Risk of Loss; Eminent Domain.                               21
16. Remedies.                                                   21
17. Successors and Assigns.                                     22
18. Brokers, Finders and Consultants.                           22
19. Litigation.                                                 22
20. Notices.                                                    23
21. Benefit.                                                    24
22. Miscellaneous.                                              24

                   LIST OF EXHIBITS

Exhibit 1.1         The Land
Exhibit 1.3         Intangible Personal Property
Exhibit 5.1         Seller's Deliveries
Exhibit 5.2         Inspection Reports
Exhibit 7.1.1       Form of Lease and Rent Schedule
Exhibit 8.2         Survey Requirements
Exhibit 11.1        Permitted Exceptions
Exhibit 11.8        Affidavit Regarding No Foreign Ownership of Seller

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           AGREEMENT OF PURCHASE AND SALE

          THIS AGREEMENT OF PURCHASE AND SALE
("Agreement") is made and entered into as of the 22nd
day of August, 2000, by and among SCHOOL SPECIALTY
INC., a Delaware corporation ("Seller" and "Lessee"),
and SSI MANSFIELD, L.L.C., a Delaware limited liability
company ("Purchaser").  Attached hereto is an Index of
Definitions which references sections where terms are
originally defined.

          1.   Sale.

          Purchaser agrees to purchase and Seller
agrees to sell, for the purchase price and subject to
and upon each and every of the terms and conditions
hereinafter set forth, all of the following (all of
which is collectively referred to as the "Project"):

          1.1  That parcel of land, with the corresponding
legal description and address listed on Exhibit 1.1 attached
hereto and made a part hereof, together with all of
Seller's right, title and interest, if any, in and to
all easements, rights-of-way, appurtenances, strips and
gores of land, mineral rights, water rights and other
interests, rights and benefits thereunto belonging, and
to all public or private streets, roads, avenues,
alleys, or passways, open or proposed, on or abutting
the parcel of land, and to any award made to or to be
made in lieu thereof, and in and to any award for
damage to the parcel of land or any part thereof by
reason of a change of grade in any street, alley, road
or avenue, as aforesaid (collectively, the "Land");

          1.2  The approximately 314,736 square foot
warehouse building and other improvements of every kind
and description on, over and under the Land (including all
replacements or additions thereto between the date
hereof and the Closing Date); parking areas; and
Seller's right, title and interest in all systems,
building fixtures, amenities, facilities, machinery,
equipment, conduits, ducts, hot water heaters, oil
burners, domestic water systems, and installations
including those used to provide fire protection, heat,
exhaust, ventilation, air conditioning, electrical
power, light, plumbing, refrigeration, gas, sewer and
water thereto, all elevators, escalators, canopies, and
the physical structure of all signs (excluding any
right to use any tradenames or trademarks of Lessee
depicted on the signs) (including all replacements or
additions to all such property between the date hereof
and the Closing Date), which are used solely for the
operation of the building (collectively, the
"Improvements"); but, excluding Lessee's personal
property, non-building equipment and trade fixtures;

          1.3  All intangible property used in connection
with the Land and Improvements (excluding any intellectual
property) including, without limitation, all contract
rights, guarantees, licenses, permits, registrations
and warranties relating solely to the ownership or the
maintenance of the Land or the Improvements, or both
(including without limitation, all licenses, permits
and registrations pertaining to any clean-up or
remediation of Hazardous Materials on or about the
Project, to the extent such permits and registrations
are necessary and may be assigned to Purchaser) (the
"Intangible Personal Property"),

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including without limitation the warranties, contract
rights and other intangible personal property listed
in Exhibit 1.3.

          2.   Purchase Price.

          The purchase price to be paid to Seller for
the Project shall be the sum of Twelve Million Two
Hundred Seventy-Five Thousand Dollars ($12,275,000)
(the "Purchase Price").  The Purchase Price shall be
paid by Purchaser by bank wire of immediately available
funds at Closing.

          3.   Closing.

          The purchase and sale contemplated herein
shall be consummated at a closing ("Closing") to take
place through the national offices of the Title Company
as escrowee, or such other location as is acceptable to
Seller and Purchaser, on a date (the "Closing Date")
specified by Purchaser in a notice to Seller, which
notice shall be given no less than five (5) business
days prior to the Closing Date.  The Closing Date shall
occur as soon as reasonably practicable, but in no
event more than sixty (60) days, after the issuance of
a Loan Commitment (as defined below) pursuant to an
Application (as defined below) and, in all events, on
the same date as the Closing Date under and as defined
in the Other Agreement (as defined below).

          4.   Earnest Money.

          No later than five (5) business days after
the full execution hereof, Purchaser and Seller will
enter into a joint order escrow agreement (the
"Escrow") in form reasonably satisfactory to Purchaser
and Seller with First American Title Insurance Company
(the "Title Company"), or such title insurance
company's affiliate, as escrowee ("Escrowee"), and
Purchaser shall deposit into the Escrow, as earnest
money, the amount of One Hundred Thousand Dollars
($100,000) (the "Initial Earnest Money").  Purchaser
shall, within three (3) business days after Seller's
acceptance of an Application (as described in Section
6.2 below), make an additional deposit into the Escrow
of One Hundred Thousand Dollars ($100,000) (the
"Additional Earnest Money").  The Initial Earnest Money
and the Additional Earnest Money, together with all
interest earned thereon, are referred to herein as the
"Earnest Money".  The cost of the Escrow shall be paid
equally by Seller and Purchaser, except that Purchaser
shall pay any investment fee.  Purchaser may, at its
option, direct the Escrowee to invest the Earnest Money
in a federally insured interest-bearing account
designated by Purchaser.  The Earnest Money shall be
applied as a credit against the Purchase Price at
Closing or disbursed in accordance with this Agreement.
The Earnest Money shall be refundable to Purchaser upon
termination of this Agreement for any reason other than
Purchaser's default in its obligation to close.  In the
event of a default by Purchaser in its obligation to
close, the Earnest Money and any interest earned
thereon shall be immediately payable to Seller.  In the
event either party improperly and unreasonably refuses
to cooperate in good faith in the release of the
Earnest Money, then the party at fault shall be liable
for and pay all of the other party's costs, expenses,
attorneys' fees, and litigation costs

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(including appeals) incurred to obtain the Earnest Money
together with an amount equal to eighteen percent (18%)
per annum on the entire balance of the Earnest Money
withheld from the date of such refusal until the date
earnest money is available for immediate receipt by the
party entitled thereto.

          5.   Seller's Deliveries and Inspection Reports.

          Seller has delivered to Purchaser or will
deliver to Purchaser no later than five (5) business
days after the latest date which is set forth on the
signature page hereof (the "Contract Date") (except as
indicated below or in Exhibit 5.1) all the reports,
studies and other documents regarding the Project in
Seller's possession or control, including the items
listed in Exhibit 5.1 attached hereto (collectively,
the "Seller's Deliveries").  The terms defined in
Exhibit 5.1 hereto are hereby incorporated into this
Agreement by this reference.  Simultaneously with the
execution and delivery hereof, Purchaser shall
acknowledge in writing receipt of such of Seller's
Deliveries as have been delivered to Purchaser.  Each
delivery or group of deliveries of the foregoing items
made subsequent to the date hereof shall be accompanied
by written notice by Seller to Purchaser setting forth
the items being delivered therewith and, at Seller's
request, Purchaser shall acknowledge receipt of such
items in writing.  Promptly after execution of this
Agreement, Purchaser shall order updates to the
Inspection Reports described on Exhibit 5.2 attached
hereto.

          6.   Loan Application.

          6.1  Upon execution of this Agreement, Purchaser
shall undertake to obtain a loan to finance its acquisition
of the Project.  If, using reasonable efforts
(including advancing any deposits required by the
lender), (i) Purchaser is unable to obtain an
application for a loan in form and substance acceptable
to Purchaser in its sole discretion (the "Application")
on or prior to the later of thirty (30) days after the
date hereof or the Application Deadline (as defined in
that certain Agreement of Purchase and Sale by and
between SSI Agawam, L.L.C. and Seller of even date
herewith (the "Other Agreement")), or (ii) the
Purchaser under the Other Agreement is unable to obtain
an Application (as defined in the Other Agreement) by
the Application Deadline (as defined in the Other
Agreement) (such later date being the "Application
Date"), unless the parties agree otherwise in writing,
this Agreement shall automatically terminate, and
neither party shall have any further liability to the
other hereunder, except for the Surviving Covenants.

          6.2  If, prior to the Application Date,
Purchaser obtains an Application providing for a fixed,
locked rate of interest equal to nine percent (9%) or less,
Purchaser shall accept such Application.  If, prior to
the Application Date, Purchaser proposes to accept an
Application which does not provide for a fixed, locked
rate of interest of less than or equal to nine percent
(9%), Purchaser shall notify Seller of either (as
applicable) the interest rate (if higher than nine
percent (9%)) or the methodology for determining the
interest rate (if not a locked rate) under the
Application and Seller shall, within five (5) days
after such notice, direct Purchaser in writing to
accept or reject such Application.  If Seller directs
Purchaser to reject the Application or if Seller does
not direct Purchaser to accept the Application within

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five (5) days after notice, unless the parties agree
otherwise in writing, this Agreement shall
automatically terminate, and neither party shall have
any further liability to the other hereunder, except
for the Surviving Covenants.

          6.3  If an Application is accepted pursuant to
Section 6.2, Purchaser shall proceed diligently and with
commercial reasonableness to obtain a loan commitment
(the "Loan Commitment") consistent with the Application
and to close the loan transaction pursuant thereto (the
"Loan"), including advancing any deposits required by
the lender (the "Lender") under the Application or the
Loan Commitment.  Seller shall cooperate with Purchaser
and Lender as reasonably required in connection with
the Loan.  If Purchaser is unable to obtain a Loan
Commitment within twenty-one (21) days after accepting
an Application (the "Commitment Deadline"), then,
unless the parties shall otherwise agree in writing,
this Agreement shall automatically terminate, and
neither party shall have any further liability to the
other hereunder, except for the Surviving Covenants.

          6.4  If no Application (as defined in the Other
Agreement) is accepted on or prior to the Application
Deadline (as defined in the Other Agreement) or if no
Loan Commitment (as defined in the Other Agreement) is
obtained prior to the Commitment Deadline (as defined
in the Other Agreement), then, unless the parties
otherwise agree in writing, this Agreement shall
automatically terminate, and neither party shall have
any further liability to the other hereunder, except
for the Surviving Covenants.

          7.   Conditions to Closing.

          7.1  Purchaser shall not be obligated to close the
purchase and sale transaction contemplated by this
Agreement until all of the following conditions have
been satisfied:

          7.1.1 Lessee shall have executed and delivered with
     respect to the Project (A) five (5) original
     counterparts of a lease agreement (the "Lease") in the
     form attached hereto as Exhibit 7.1.1 and at the rents
     indicated in Exhibit 7.1.1; and (B) a memorandum of
     lease in the form specified in the Lease (the
     "Memorandum of Lease");

          7.1.2 Lessee shall have delivered to Purchaser
     certificates evidencing the insurance coverage to be
     carried by Lessee under the terms of the Lease naming
     Purchaser and Lender, if any, as loss payees and
     additional named insureds;

          7.1.3 All representations, warranties and covenants
of Seller set forth herein, and of Lessee set forth in
the Lease, shall have been true and correct in all
material respects when made and shall be true and
correct in all material respects at and as of the
Closing;

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          7.1.4 All agreements and conditions required to be
performed or complied with by Seller prior to or at the
time of Closing in connection with the transaction
contemplated hereby shall have been duly performed or
complied with prior to or at such time;

          7.1.5 There shall have been no material adverse
change in the financial condition of Seller since the
date of its audited financial statements most recently
delivered to Purchaser and there shall be no conditions
then existing which would cause a material adverse
change to the financial condition of Seller;

          7.1.6 Seller shall have delivered to Purchaser and
Lender appropriate evidence (including attorneys
opinions) as to the existence, good standing and
qualification of Seller, the due authorization,
execution, delivery, legality, binding effect and
enforceability of this Agreement, the Lease and, upon
execution and delivery, the Lease and other documents
to be delivered by Seller pursuant hereto and thereto,
and as to such other matters as Purchaser or Lender may
reasonably require;

          7.1.7 There shall exist neither any Event of
Default under the Lease or a material default by Seller
under this Agreement nor any event or circumstance with
which the giving of notice or passage of time or both
would constitute an Event of Default under the Lease;

          7.1.8 Purchaser shall have received, in form and
content reasonably satisfactory to Purchaser and
satisfactory to Lender, updates of the Appraisal,
Environmental Report and the Architectural/Engineering
Report (as all are defined in Exhibit 5.2);

          7.1.9 The Loan shall have been funded substantially
in accordance with the terms of the Loan Commitment and
pursuant to loan documents reasonably acceptable to
Purchaser; and

          7.1.10 The closing of the transaction contemplated
under the Other Agreement.

In the event any of the foregoing conditions are not
satisfied at or prior to Closing, Purchaser may elect
to terminate this Agreement in which event neither
party shall have any further liability to the other
hereunder, except for Surviving Covenants.  Purchaser
shall have the right in its absolute discretion to
waive any or all of the foregoing conditions.

<PAGE>

          7.2  Seller shall not be obligated to close until all
the following conditions have been satisfied:

          7.2.1 Purchaser shall have delivered to Seller
     appropriate evidence as to the existence, good standing
     and qualification of Purchaser to transact business in
     the state in which the Project is located;

          7.2.2 Purchaser shall have delivered to Seller
     appropriate evidence (including attorneys opinions) as
     to the existence, good standing and qualification of
     Purchaser, the due authorization, execution, delivery,
     legality, binding effect and enforceability of this
     Agreement, and, upon execution and delivery, the Lease
     and other documents to be delivered by Purchaser
     pursuant hereto, and as to such other matters as Seller
     may reasonably require;

          7.2.3 There shall exist no material default on the
     part of Purchaser under the Lease or this Agreement;

          7.2.4 All representations, warranties and covenants
     of Purchaser set forth herein shall have been true and
     correct when made and shall be true and correct at Closing;

          7.2.5 All agreements and conditions required to be
     performed or complied with by Purchaser prior to or at
     the time of Closing in connection with the transaction
     contemplated hereby shall have been duly performed or
     complied with prior to or at such time; and

          7.2.6 The closing of the transaction contemplated
     under the Other Agreement.

In the event any of the foregoing conditions are not
satisfied at or prior to Closing, Seller may elect to
terminate this Agreement in which event neither party
shall have any further liability to the other
hereunder, except for Surviving Covenants.  Seller
shall have the right in its absolute discretion to
waive any or all of the foregoing conditions.

          8.   Title and Survey Matters.

          8.1  Seller has delivered to Purchaser a title
commitment dated August 10, 2000 (the "Title
Commitment") issued by the Title Company committing to
issue to Purchaser a policy of title insurance with
respect to the Project.  Within fifteen (15) days after
the date of this Agreement, Seller will deliver to
Purchaser, at Seller's sole cost and expense:  (i) a
revised Title Commitment (the "Revised Title
Commitment") dated on or after the date of this
Agreement, in the sum of the Purchase Price, and, if
applicable, to Lender an ALTA 1990 Form B mortgage
policy of title insurance with respect to the Project
in an amount equal to or less than the Purchase Price,
showing fee simple title to the Project in Seller and
(ii) copies of all documents, whether recorded or
unrecorded, referred to in the

<PAGE>

Revised Title Commitment, but not referred to in the Title
Commitment (the "Subsequent Underlying Documents").  The
Revised Title Commitment shall include the Title Company's
commitment to issue an ALTA 1992 form policy with full
extended coverage over all standard title exceptions
contained in such policy and, to the extent permitted
under local law, the following special endorsements in
form and substance satisfactory to Purchaser and
Lender:  zoning endorsement 3.1 with parking and
loading; comprehensive endorsement; access endorsement;
tax parcel endorsement; survey endorsement; usury
endorsement; contiguity endorsement (if applicable);
insurance over easement parcels benefiting the Land (if
applicable); subdivision endorsement, endorsement
deleting general and special fraudulent conveyance and
creditors' rights exceptions; encroachment endorsements
(if applicable); endorsements that a default under
restrictive covenants burdening the Land will not
result in a forfeiture; and such other endorsements as
Purchaser or, if applicable, Lender may reasonably
require.  Seller shall cause the title policy (the
"Title Policy") conforming to the requirements of this
Section 8.1 to be issued to Purchaser and to Lender as
of the Closing Date to cover the recording of the deed
to be delivered by Seller, as provided herein, and the
recording of the mortgage or deed of trust, as
applicable, to Lender, if any.

          8.2  Seller has delivered a current certified
ALTA/ACSM Class A "current site" as-built survey of the
Land dated August 14, 2000, showing the Land by metes and
bounds and showing the location of all buildings and
other Improvements thereon and dimensions thereof, and
to the extent available, all "set back" or building
restriction lines, all parking areas (including the
number of parking spaces therein), all loading docks
(including the number thereof), any and all existing
utility and other easements burdening or benefiting the
Land, the federal flood designation affecting the
Project, all areas designated as wetlands on the
National Wetlands Inventory of the United States Fish
and Wildlife Service ("Wetlands Inventory") and all
documents and instruments of record affecting the
Project (the "Initial Survey").  Not less than fifteen
(15) business days prior to the Closing, Seller shall
deliver to Purchaser, at Seller's sole cost and
expense, six (6) prints of the Initial Survey updated
to a date subsequent to the date of this Agreement, and
conforming with all requirements described in Exhibit
8.2 (the "Updated Survey").   The Updated Survey shall
include the certificate of said surveyor addressed to
Purchaser, Dana Commercial Credit Corporation, Lender
and the Title Company in a form reasonably acceptable
to Purchaser, Seller and Lender.  The Updated Survey
shall show no changes from the Initial Survey, except
as required by Exhibit 8.2 hereto and except the
Updated Survey shall contain corrections or additions
requested by Purchaser or Lender prior to the Closing,
may contain such other changes from the Initial Survey
as are otherwise approved in writing by Purchaser and
Lender and otherwise will comply with any requirements
of Lender and the Title Company.  Any matter disclosed
in a survey which, in Purchaser's reasonable
discretion, does or could in the future materially
interfere with the use, operation or financing of the
Project or affect the marketability of title to the
Land and Improvements is referred to herein as a
"Survey Defect."

          8.3  Seller shall deliver to Purchaser no later
than ten (10) days after the date hereof, at Seller's sole
cost and expense, Uniform Commercial Code, judgment and tax

<PAGE>

lien searches of Seller in the States of Ohio and
Wisconsin (the "Lien Searches").  At the request of
Purchaser, the Lien Searches shall be updated, at
Seller's sole cost and expense, as close to the Closing
Date as reasonably practicable.  If the Merger occurs,
Seller shall cause the Lien Searches to be updated as
appropriate and such updates shall constitute a portion
of the Lien Searches.

          8.4  In the event the Updated Survey, Lien
Searches or Revised Title Commitment disclose any claim,
lien, encumbrance or other defect, including without
limitation any Survey Defect, with respect to the
Project or any portion thereof other than any
encumbrance listed in Exhibit 11.1 (any such claim,
lien, encumbrance or other defect other than the
encumbrances listed in Exhibit 11.1 being referred to
as a "Defect"), Seller shall, prior to Closing, cause
to be removed or insured over by the Title Company:
(i) any exception relating to existing mortgage
indebtedness, and (ii) any such Defect arising by the
willful act of Seller (a "Willful Defect").  Seller
shall, prior to Closing, use all reasonable efforts to
cause to be removed or insured over by the Title
Company, any other Defect, the cost of removal of which
does not exceed One Hundred Twenty-Five Thousand and
No/100 Dollars ($125,000.00) (a "Limited Defect").  If
any Defect other than a Willful Defect or a Limited
Defect is not so removed or insured over prior to
Closing, Purchaser may, as its only remedy with respect
thereto (subject to Section 14.3 and the last sentence
of this Section 8.4), either (i) terminate this
Agreement by written notice to Seller, in which event
neither party shall have any further liability to the
other except for Surviving Covenants, or (ii) close
subject to such Defect, and if necessary seek specific
performance of this Agreement on such terms.
Notwithstanding any of the foregoing to the contrary,
it shall be deemed to be a default by Seller in the
event Seller fails to timely deliver the Updated Survey
to Purchaser or the Updated Survey discloses a Survey
Defect which was not disclosed on the Initial Survey.

          9.   Representations and Warranties.

          9.1  Seller's Representations and Warranties.
Seller represents and warrants to, and covenants with,
Purchaser that the following matters are and shall be
true as of the date hereof and, except as otherwise
provided in this Agreement, as of the Closing Date:

          9.1.1 Seller is a corporation existing and in good
     standing under the laws of the State of Delaware, is
     qualified to do business and in good standing in the
     state in which the Project is located, has all
     requisite power and authority, without the consent of
     any party, to own and operate the Project, to enter
     into this Agreement and to carry out the transactions
     contemplated hereby, and has all requisite power and
     authority, without the consent of any party, to enter
     into the Lease and to carry out the transactions
     contemplated thereby as Lessee.

          9.1.2 The execution and delivery of this Agreement
     by the signatories hereto on behalf of Seller and the
     performance of this Agreement and the Lease by Seller
     have been duly authorized by Seller; and this Agreement
     and

<PAGE>

     the Lease are binding on and enforceable against
     Seller in accordance with their respective terms.  No
     consent of any partner, member, shareholder,
     beneficiary, creditor or investor of Seller or any
     judicial or administrative body, governmental authority
     or other party to such execution, delivery and
     performance is required.  Neither the execution of this
     Agreement and the Lease, nor the consummation of the
     transactions contemplated hereby or thereby will
     (i) result in a breach of, default under or
     acceleration of any agreement to which Seller is a
     party or by which Seller or the Project is bound or
     (ii) violate any restriction, court order or agreement
     to which Seller or the Project is subject.

          9.1.3 To the best of Seller's knowledge, the
     descriptive information concerning the Project set
     forth in Section 1 and Exhibits 1.1 and 1.3 is true and
     correct in all material respects.

          9.1.4 Seller is the current owner of fee simple
     title to the Land and the Improvements and has good and
     indefeasible title to the Land and the Improvements
     free and clear of all mortgages and security interests
     as of the Closing Date, leases and tenancies, licenses,
     claims, options, options to purchase, liens, covenants,
     conditions, restrictions, rights-of-way, servitudes,
     easements, judgments and other matters affecting title
     to the Project, except the Permitted Exceptions.
     Neither Seller nor any of its affiliates owns any land
     adjacent to the Land or separated from the Land only by
     a dedicated public way  or public or private easement
     or right-of-way.

          9.1.5 All items delivered or exhibited to Purchaser
     by Seller pursuant to this Agreement, including without
     limitation Section 5 hereof and Exhibit 5.1 hereto, and
     all exhibits and schedules hereto are, to the best of
     Seller's knowledge, true, correct and complete in all
     material respects and fairly present the information
     set forth in a manner that is not materially
     misleading.  There are no leases, occupancy agreements
     and other agreements, understandings and commitments
     with tenants or other occupants relating to the
     Project, except the Lease and as listed in the
     documents delivered pursuant to Exhibit 5.1.

          9.1.6 Seller is not in default under any of the
     documents, recorded or unrecorded referred to in the
     Title Commitment, or under any of the General Contracts
     or Governmental Approvals (as all are defined in Exhibit 5.1).

          9.1.7 To the best of Seller's knowledge, there are
     no material defects in the Improvements, the structural
     elements thereof, the mechanical systems (including
     without limitation all heating, ventilating, air-
     conditioning, plumbing, electrical, elevator, security,
     utility and sprinkler systems) therein, or the roofs,
     and all of the foregoing are in good operating
     condition.  The mechanical systems in the Improvements
     are independent systems and do not

<PAGE>

     depend on any other property or source of power or materials
     for operation except customary utility services.

          9.1.8 To the best of Seller's knowledge, all water,
     sewer, gas, electric, telephone, drainage and other
     utility equipment, facilities and services required by
     law or necessary for the operation of the Project
     (including the Improvements) as it is now being
     operated and as required for operation of the Project
     as it is presently being operated are installed and
     connected pursuant to valid permits, are adequate to
     service the Project and are in good operating
     condition, and all fees and other charges therefor have
     been paid in full, including but not limited to tap-in
     and connection fees for public water and sanitary
     sewerage facilities.  To the best of Sellers' knowledge
     no fact or condition exists which would result in the
     termination, reduction or impairment of the furnishing
     of service to the Project of water, sewer, gas,
     electric, telephone, drainage and other such utility
     services.

          9.1.9 To the best of Seller's knowledge, the
     Project, the facilities servicing the Project and the
     use and operation thereof are not in violation of
     applicable municipal and governmental laws, ordinances,
     regulations, licenses, permits and authorizations and
     all covenants, conditions and restrictions applicable
     to the Project (collectively "Applicable Laws"),
     including without limitation all zoning, subdivision,
     wetlands, environmental, air quality, flood hazard,
     fire safety, planning, handicapped access and
     facilities and building codes, laws and regulations,
     and there are presently in effect all licenses, permits
     and other authorizations necessary for the use,
     occupancy and operation of the Project as it is
     presently being operated, except as described in the
     Environmental Reports.  To the best of Seller's
     knowledge, (i) there are no unrecorded agreements with
     any municipality or governmental authority regarding
     zoning, off-site improvements or the nature of
     improvements on the Land or the use thereof; (ii)
     access to and from the Improvements (and every part
     thereof) to and from public roads is sufficient to
     comply with all presently existing Applicable Laws
     affecting the Project or Improvements and for the
     present use of the Project  and Improvements; and (iii)
     the streets, roads and avenues adjoining the Project
     have been dedicated to and accepted for maintenance and
     public use by the public authority having jurisdiction
     thereover.  To the best of Seller's knowledge, there
     are no pending or threatened requests, applications or
     proceedings to alter or restrict the zoning or other
     use restrictions applicable to the Project or any
     portion thereof, including without limitation
     proceedings involving condemnations, eminent domain
     building code, environmental or zoning.  Seller has not
     received any notice from any municipal, state, federal
     or other governmental authority of zoning, building,
     fire, water, use, health, environmental or other
     statute, ordinance, code or regulatory violations
     issued in respect of the Project which

<PAGE>

     remain uncorrected.  There are no off-site facilities
     necessary to ensure compliance with Applicable Laws.

          9.1.10 Seller has not received any written notice
     from any insurance carrier of, nor is Seller aware of,
     defects or inadequacies in the Project which if not
     corrected would result in termination of insurance
     coverage or increase in the cost thereof.

          9.1.11 To the best of Seller's knowledge, no portion
     of the Project is located in a designated 100-year
     flood zone or in a designated earthquake zone.

          9.1.12 To the best of Seller's knowledge, no
     wetlands now exist on the Land or existed on the Land
     at anytime.  To the best of Seller's knowledge no
     portion of the Land has appeared on any Wetlands
     Inventory.

          9.1.13 No attachments, execution proceedings,
     assignments for the benefit of creditors, insolvency,
     bankruptcy, reorganization or other proceedings are
     pending or, to the best of Seller's knowledge,
     threatened against Seller, nor are any of such
     proceedings contemplated by Seller.

          9.1.14 To the best of Seller's knowledge, all storm
     water flowing from the Land drains directly into a
     public way in compliance with all Applicable Laws.

          9.1.15 To the best of Seller's knowledge, the soil
     condition of the Land is such that it will support all
     of the Improvements for the foreseeable life thereof
     without the need for unusual or new sub-surface
     excavations, fill, footings, caissons or other
     installations.

          9.1.16 There are no unpaid or outstanding real
     estate or other taxes or assessments on or against the
     Project, or any part thereof, except only general real
     estate taxes not yet due or payable.  Copies of the
     1999 general real estate tax bills with respect to the
     Project and all subsequent assessment notices have been
     delivered to Purchaser.  To the best of Seller's
     knowledge, said bills cover the whole of the Project
     and do not cover or apply to any other property.  To
     the best of Seller's knowledge, other than as appears
     as a matter of public record, there are no standby fees
     or special assessments against the Project and there is
     no pending or contemplated action pursuant to which any
     standby fee or special assessment may be levied against
     the Project.

          9.1.17 To the best of Seller's knowledge, except as
     specifically described in the Environmental Reports (as
     defined in Exhibit 5.2) delivered to or obtained by
     Purchaser, there are no Hazardous Materials (defined
     herein) generated, released, stored, buried or
     deposited over, beneath, in or upon the

<PAGE>

     Land or the Improvements other than Hazardous Materials used
     by Seller in the ordinary course of its business and in
     compliance with all Applicable Laws (as defined below).
     For purposes of this Agreement, "Hazardous Materials"
     shall mean and include any flammable explosives,
     petroleum (including crude oil) or any fraction
     thereof, radioactive materials, asbestos or asbestos-
     containing materials, hazardous wastes, toxic
     substances or related materials, including without
     limitation any substances defined as or included in the
     definition of toxic or hazardous substances, wastes, or
     materials under any federal or applicable state or
     local laws, ordinances or regulations dealing with or
     otherwise pertaining to toxic or hazardous substances,
     wastes or materials.  Such laws, ordinances and
     regulations are hereinafter collectively referred to as
     the "Hazardous Materials Laws."  From the date hereof
     to and including the Closing Date, Seller shall, and
     Seller shall cause all employees, agents, contractors
     and subcontractors of Seller and any other persons from
     time to time present on or occupying the Land or the
     Improvements to, keep and maintain the Land and the
     Improvements, including the soil and ground water
     thereof, in compliance with, and not cause or knowingly
     permit the Land or the Improvements, including the soil
     and ground water thereof, to be in violation of, any
     applicable Hazardous Materials Laws, except as may be
     described in the Environmental Reports.  Seller shall
     immediately advise Purchaser in writing of:  (i) any
     notices received by Seller, or its officers, partners,
     members, shareholders, beneficiaries, employees or
     agents (whether such notices are from the Environmental
     Protection Agency, or any other federal, state or local
     governmental agency or regional office thereof) of the
     violation or potential violation occurring on or about
     the Land or the Improvements of any applicable
     Hazardous Materials Laws; (ii) any and all enforcement,
     clean-up, removal or other governmental or regulatory
     actions instituted, completed or threatened in respect
     of the Land or the Improvements pursuant to any
     Hazardous Materials Laws; (iii) all claims made or
     threatened by any third party against Seller or the
     Land or the Improvements relating to damage,
     contribution, cost recovery, compensation, loss or
     injury resulting from any Hazardous Materials (the
     matters set forth in clauses (i), (ii) and (iii) above
     are hereinafter referred to as "Hazardous Materials
     Claims"); and (iv) Seller's discovery of any occurrence
     or condition on any real property adjoining or in the
     vicinity of the Land and the Improvements that could
     cause the Land or the Improvements or any part thereof
     to be subject to any Hazardous Materials Claims, except
     as may be described in the Environmental Reports.
     Seller shall be solely responsible for, and shall
     indemnify and hold harmless Purchaser, its partners,
     directors, officers, members, shareholders,
     beneficiaries, employees, agents, successors and
     assigns from and against, any loss, damage, cost,
     expense or liability directly or indirectly arising out
     of or attributable to (i) the breach by Seller of any
     warranty, representation or covenant contained in this
     Section 9.1.17, and (ii) the release, disposal,
     generation, storage or existence of any Hazardous
     Materials at the Project (or

<PAGE>

     at any other location if originating from the Project)
     in violation of Hazardous Materials Laws, including without
     limitation:  (x) claims of third parties (including governmental
     agencies) for damages, penalties, losses, costs, fees,
     expenses, damages, injunctive or other relief; (y)
     response costs, clean-up costs, costs and expenses of
     removal and restoration, including fees of attorneys
     and experts, and costs of determining the existence of
     Hazardous Materials and reporting same to any
     governmental agency; and (z) any and all expenses or
     obligations, including reasonable attorneys' fees,
     incurred at, before and after any trial or appeal
     therefrom whether or not taxable as costs, including
     without limitation reasonable attorneys' fees, witness
     fees, deposition costs, copying and telephone charges
     and other expenses.  Any loss, damage, cost, expense or
     liability incurred by Purchaser for which Seller is
     responsible or for which Seller has agreed to indemnify
     Purchaser shall be paid to Purchaser on demand.  The
     obligations of Seller under this Section 9.1.17 shall
     survive the termination of this Agreement and, if
     applicable, the Closing.

          9.1.18 The representations and warranties made by
     Seller as "Tenant" under the Lease are true and correct
     as of the date hereof or will be true and correct as of
     the Closing.

          9.1.19 Seller intends to convert from a Delaware
     corporation to a Wisconsin corporation by means of a
     statutory merger of the Delaware corporation into a
     surviving Wisconsin corporation (the "Merger").  Seller
     shall either (i) complete the Merger prior to the
     Closing Date in which event, all of the assets of
     Seller will be transferred to the surviving entity,
     which will be the Tenant under the Lease, or (ii)
     advise Purchaser in writing no later than seven (7)
     days prior to the Application Date that the Merger will
     not go forward.  If the Merger occurs, the net worth of
     the surviving entity immediately following the Merger
     will be no less than the net worth of Seller
     immediately prior to the Merger (as net worth is
     determined using generally accepted accounting
     principles).  Upon consummation of the Merger, the
     surviving entity shall assume all of Seller's
     obligations hereunder and all references to Seller
     herein shall be deemed to refer to such surviving
     entity.

          9.2  Purchaser's Representations and Warranties.
Purchaser represents and warrants to, and covenants
with, Seller that the following matters are and shall
be true as of the date hereof and as of the Closing
Date:

          9.2.1 Purchaser is a limited liability company
     existing and in good standing under the laws of the
     State of Delaware, is qualified to do business and in
     good standing in the state in which the Project is
     located, has all requisite power and authority, without
     the consent of any party, to purchase the Project, to
     enter into this Agreement and to carry out the
     transactions contemplated hereby, and has all requisite
     power and authority, without the

<PAGE>

     consent of any party, to enter into the Lease and to carry
     out the transactions contemplated thereby as Lessor.

          9.2.2 The execution and delivery of this Agreement
     by the signatory or signatories hereto on behalf of
     Purchaser and the performance of this Agreement by
     Purchaser have been duly authorized by Purchaser and
     this Agreement is binding on Purchaser and enforceable
     against Purchaser in accordance with its terms.  No
     consent of any partner, member, shareholder,
     beneficiary, creditor or investor of Purchaser or any
     judicial or administrative body, governmental authority
     or other party to such execution, delivery and
     performance is required.  Neither the execution of this
     Agreement nor the consummation of the transactions
     contemplated hereby will (i) result in a breach of,
     default under or acceleration of any agreement to which
     Purchaser is a party or by which Purchaser is bound or
     (ii) violate any restriction, court order or agreement
     to which Purchaser is subject.

          9.2.3 There are no pending or, to the best of
     Purchaser's knowledge, threatened judicial or
     administrative proceedings or governmental
     investigations affecting Purchaser or in which
     Purchaser is or will be a party which will affect
     Purchaser's ability to consummate this transaction or
     perform its obligation hereunder or under the Lease.
     No attachments, execution proceedings, assignments for
     the benefit of creditors, insolvency, bankruptcy,
     reorganization or other proceedings are pending or, to
     the best of Purchaser's knowledge, threatened against
     Purchaser nor are any of such proceedings contemplated
     by Purchaser.

          9.2.4 The representations and warranties, if any,
     made by Purchaser as "Landlord" under the Lease are
     true and correct as of the date hereof or will be true
     and correct as of the Closing.

          9.3  Continuing Nature of Representations and
Warranties.  The representations and warranties made in
this Agreement by Seller and Purchaser, including
without limitation the representations and warranties
contained in this Section 9, shall be continuing and
shall be deemed remade by Seller and Purchaser as of
the date of Closing with the same force and effect as
if in fact remade at that time and shall survive, and
shall not merge into, the Closing.  The liability of
the maker for the breach of any such representation or
warranty shall expire one (1) year after the date of
the Closing unless a written claim specifying the
particular breach is served in good faith upon such
maker by the other party prior to the last day of such
one (1) year period.  If either party hereto becomes
aware of any fact, event or circumstance that would
cause any of its or the other party's representations
or warranties to be untrue in any material respect or
any of the documents, schedules, exhibits or other
items delivered by Seller to Purchaser hereunder to be
misleading or incomplete in any material respect at any
time prior to and including the Closing Date, then such
party shall give prompt notice thereof to the other
party hereto.

<PAGE>

          10.  Covenants of Seller and Purchaser.

          10.1 Seller's Covenants.  Seller hereby covenants with
Purchaser as follows:

          10.1.1 Seller shall operate the Project in the
     ordinary course of Seller's business.

          10.1.2 Seller's existing insurance policies with
     respect to the Project shall remain continuously in
     force to the Closing Date.

          10.1.3 Seller shall, prior to Closing, perform when
     due in all material respects all of Seller's
     obligations under any mortgage or security agreement
     affecting the Project, General Contracts, Governmental
     Approvals and other agreements relating to the Project
     and otherwise in accordance with Applicable Laws.
     Except as otherwise provided herein, Seller shall
     deliver the Project at Closing in the same condition as
     it was on the date hereof, normal wear and tear
     excepted.  None of the Improvements shall be removed
     from the Project, unless replaced by Improvements of
     equal or greater utility and value.

          10.1.4 All action required pursuant to this
     Agreement which is necessary to effectuate the
     transaction contemplated herein will be taken promptly
     and in good faith by Seller, Seller will use
     commercially reasonable efforts to satisfy all
     conditions to Closing listed in Section 7.1 and Seller
     shall furnish Purchaser with such documents or further
     assurances as Purchaser may reasonably require.

          10.1.5 After the date hereof and prior to Closing,
     no part of the Project, or any interest therein, will
     be alienated, liened, encumbered, leased or otherwise
     transferred, except that Lessee may enter into the
     Lease in accordance with this Agreement.

          10.2 Purchaser's Covenants.  Purchaser hereby covenants
with Seller as follows:

          10.2.1 All action required pursuant to this
     Agreement which is necessary to effectuate the
     transaction contemplated herein will be taken promptly
     and in good faith by Purchaser, Purchaser will use
     commercially reasonable efforts to satisfy all
     conditions to Closing specified in Section 7.2 and
     Purchaser shall furnish Seller with such documents or
     further assurances as Seller may reasonably require.

          10.2.2 Purchaser has approved, for purposes of
     Paragraph 11 of the Lease, to the extent such approval
     is required thereunder, the installation of a 23,000
     square foot mezzanine and related improvements (the
     "Mezzanine") in

<PAGE>

     the Leased Premises, as more fully
     described in the Memorandum dated August 7, 2000 from
     Mike Woltering to Jim Anderson, a copy of which has
     been delivered to Purchaser.  The foregoing approval
     shall not relieve Seller as Tenant under the Lease from
     compliance with the other terms of Paragraph 11 of the
     Lease with respect to such installation to the extent
     applicable to such installation.  Seller may remove the
     Mezzanine prior to the end of the term of the Lease,
     provided that Seller (i) repairs any damage to the
     Project from the removal of the Mezzanine, and (ii)
     restores the Project to its condition before the
     installation of the Mezzanine.  The Lease shall be
     modified (to the reasonable satisfaction of each party)
     to reflect the previous sentence prior to execution of
     the Lease.

          11.  Seller's Closing Documents.

          At Closing, Seller shall deliver or cause to
be delivered to Purchaser the following in form and
substance acceptable to Purchaser:

          11.1 Special warranty deed, executed by Seller,
in recordable form conveying the Land and the Improvements
to Purchaser free and clear of all claims, liens and
encumbrances, except the applicable encumbrances listed
in Exhibit 11.1 and as otherwise permitted by this
Agreement (the "Permitted Exceptions").

          11.2 Five (5) original counterparts of the Lease
and the Memorandum of Lease, each executed by Seller as
lessee thereunder, together with payment of the Basic
Rent for the Interim Term and the first month of the
Primary Term.

          11.3 Assignment, executed by Seller, to Purchaser
of all right, title and interest of Seller and its agents
in and to the Intangible Personal Property (including
the Governmental Approvals) and any and all assignable
guarantees and warranties used or made in connection
with the operation, construction, improvement,
alteration or repair of the Project (the "Intangible
Assignment").

          11.4 To the extent not previously delivered
to Purchaser, originals of the Governmental Approvals,
including the certificate(s) of occupancy for the
Project.

          11.5 The Title Policy issued by the Title Company
dated the Closing Date in the amount of the Purchase Price,
with such endorsements and otherwise in accordance with
the requirements of Section 8 hereof, with all
exceptions other than Permitted Exceptions deleted.
Seller shall provide the Title Company, if required by
the Title Company as a condition to the issuance of the
Title Policy, with (i) an ALTA Statement of Seller
attesting to the fact that all costs, expenses and
charges for labor, work or materials used in connection
with the Land and the Improvements have been paid in
full and are being transferred free and clear of all
liens and encumbrances suffered or created by Seller,
and (ii) a "gap" undertaking with respect to matters
affecting title between the date of the Title
Commitment and the Closing Date.

<PAGE>

          11.6 An opinion of Seller's counsel addressed
to Purchaser and Lender, if any, addressing the following
issues:  (i) that Seller has been authorized to enter
into this Agreement and to perform Seller's obligations
hereunder, (ii) that Seller has been authorized to
enter into the Lease and to perform Lessee's
obligations thereunder, (iii) that the signatory or
signatories hereto and the signatory or signatories of
all documents required to be executed and delivered by
Seller at Closing have the authority to bind Seller,
(iv) that this Agreement, the Lease and all the
documents and agreements to be executed and delivered
by Seller at Closing are valid, binding and enforceable
against Seller in accordance with their respective
terms, and (v) that Seller is organized and in good
standing in the State of Delaware and qualified to do
business in and in good standing under the laws of the
state where the Project is located; together with
documentation which supports such opinion, including
articles of incorporation, by-laws, corporate
resolutions and certificates of good standing; such
opinion to be subject to customary qualifications and
based on customary assumptions.

          11.7 Three (3) copies of a closing statement
executed by Seller conforming to the provisions of this
Agreement.

          11.8 An affidavit of an officer of the Seller
regarding no foreign ownership of Seller in the form attached
hereto as Exhibit 11.8.

          11.9 A certificate executed by Seller that its
representations and warranties remain true and correct
at and as of the date of Closing.

          11.10 An Affidavit of Title in customary form.

          11.11 Certified copies of the resolutions of the
Boards of Directors of the Seller authorizing the sale
of the Project and the execution, delivery and
performance of the Lease.

          11.12 Local transfer tax form, if applicable,
executed by Seller and other documents conforming with
local law or custom.

          11.13 Five (5) copies of a Tenant Estoppel
Certificate, each executed by Seller, addressed to
Lender, if any, in a form reasonably required by Lender
and reasonably acceptable to Seller.

          11.14 Five (5) copies of a Nondisturbance and
Attornment Agreement in a form specified by Lender
which is reasonably acceptable to Seller and Purchaser
(the "SNDA").

          11.15 Such other documents and instruments as may
reasonably be required by Purchaser, its counsel,
Lender, or the Title Company and necessary to
consummate this transaction and to otherwise effect the
agreements of the parties hereto.

After Closing, Seller shall execute and deliver to
Purchaser such further documents and instruments as
Purchaser shall reasonably request to effect this
transaction and otherwise

<PAGE>

effect the agreements of the parties hereto; provided,
however, that (i) such documents and instruments shall not
materially change the terms of the transactions contemplated
hereby and (ii) Seller shall not be required to incur any
expenses with respect to providing such documents and
instruments other than reasonable attorneys' fees and
costs associated therewith.

          12.  Purchaser's Closing Documents.

          At Closing, Purchaser shall deliver to Seller:

          12.1 Five (5) original counterparts of the Lease, the
Memorandum of Lease, and, if required, the SNDA, each
executed by Purchaser as lessor thereunder.

          12.2 Three (3) copies of a closing statement conforming
to the provisions of this Agreement.

          12.3 Acceptance of the Intangible Assignment.

          12.4 Local transfer tax form, if applicable,
executed by Purchaser, and other documents conforming with
local law or custom and such other documents and instruments,
as may reasonably be required by Seller, its counsel or
the Title Company  and necessary to consummate this
transaction and to otherwise effect the agreements of
the parties hereto.

After Closing, Purchaser shall execute and deliver to
Seller such further documents and instruments as Seller
shall reasonably request to effect this transaction and
otherwise effect the agreements of the parties hereto;
provided, however, that (i) such documents and
instruments shall not materially change the terms of
the transactions contemplated hereby and (ii) Purchaser
shall not be required to incur any expenses with
respect to providing such documents and instruments
other than reasonable attorneys' fees and costs
associated therewith.

          13.  Prorations.

          As Seller shall have a continuing liability
for all items described in subsection 7(a) of the Lease
accrued prior to Closing, there shall be no prorations
thereof at Closing.

          14.  Expenses.

          14.1 If the Closing occurs, all costs of this
transaction incurred on or after July 26, 2000 shall be
paid by Seller including, without limitation, site
inspection fees, the updates to the Inspection Reports,
surveys, title commitment, title insurance, title
updates, commissions, the fees and expenses of legal
counsel of Purchaser, Lender and Dana Commercial Credit
Corporation, and all recording and lease fees relating
to any encumbrances and all state, county and municipal
transfer, stamp and lease taxes, conveyance fees,
mortgage taxes and recording taxes, and all escrow fees
(collectively, the "Expenses").  If the Closing occurs,
Seller shall also reimburse Purchaser (or its
affiliates)

<PAGE>

for (i) costs incurred in connection with
the negotiation of that certain Agreement of Purchase
and Sale for the Project, dated as of July 26, 1999 in
the amount of Sixty Thousand Five Hundred and 92/100
Dollars ($60,500.92) plus (ii) any expenses paid by
Purchaser (or its affiliates) or its counsel at any
time between July 26, 1999 and the Closing for title
insurance services relating to the Project (the
"Previous Expenses").  Notwithstanding anything
contained herein to the contrary, if the closing does
not occur for any reason whatsoever, including Seller's
default, the circumstances described in Sections 14.2,
14.3 or 14.4, or otherwise, Seller shall not be
obligated to reimburse Purchaser for the Previous
Expenses.

          14.2 Subject to the terms of Section 14.3, if
Purchaser obtains a Loan Commitment and the Closing does
not occur for any reason other than due to a default by
Purchaser, or the failure by Purchaser to comply with
the terms of the Loan Commitment (other than terms of
the Loan Commitment which are (a) obligations of Seller
under this Agreement or the Tenant under the Lease, or
(b) the conditions described in Section 7.1.1 to 7.1.8
hereof), Seller shall pay all Expenses and (i) all Loan
Commitment and Loan Application fees and expenses and
(ii) breakage and hedging costs ((i) and (ii) being
collectively referred to as "Loan Costs").  If
Purchaser defaults under this Agreement, Purchaser
shall pay all Expenses and Loan Costs but Seller shall
not be obligated to reimburse Purchaser (or its
affiliates) for the Previous Expenses.

          14.3 If this Agreement is terminated pursuant to
Section 6.1, 6.2, 6.3 or 6.4, each party shall pay its
own Expenses and Seller shall not be obligated to
reimburse Purchaser for the Previous Expenses, provided
that if, prior to the receipt of (i) the updates of the
Environmental Report and Architectural/Engineering
Report, (ii) the Revised Title Commitment, and (iii)
all of the Lien Searches ((i)-(iii) being collectively
referred to as the "Updates"), Seller consents in
writing to Purchaser's acceptance of an Application,
then, notwithstanding any other provision of this
Agreement to the contrary, if the Purchaser reasonably
disapproves or the Lender disapproves any new adverse
information shown in any Update (as such Update may be
timely revised to reflect any efforts by Seller to cure
such defect) received after Purchaser's acceptance of
such Application and as a result thereof this Agreement
is terminated,  Seller shall pay all Expenses and Loan
Costs and, if as a result of such termination of this
Agreement, the Other Agreement is terminated pursuant
to Section 7.1 thereof, Seller shall also pay all
Expenses and Loan Costs (as such terms are defined in
the Other Agreement).

          14.4 The obligations of Seller and Purchaser under
this Section 14 shall survive any termination of this Agreement.

          15.  Risk of Loss; Eminent Domain.

          From and after the date hereof to the
Closing, Seller is considered the owner of the Project
for all purposes, and shall be entitled to receive all
insurance proceeds and/or condemnation awards that may
become payable with respect thereto.  Any and all risks
associated with ownership of the Project shall be borne
by Seller from the date hereof until

<PAGE>

Closing.  Seller shall give notice to Purchaser should the
Project incur a condemnation or a casualty within three (3)
business days of such condemnation or casualty.  In the event
of a condemnation or casualty prior to Closing, Purchaser
shall have the option, as its sole remedy in respect
thereof, to elect one of the following:  (i) to proceed
with Closing in which event all insurance proceeds
and/or condemnation awards shall be assigned to
Purchaser and Purchaser shall be given a credit for any
applicable insurance deductible; or (ii) to terminate
this Agreement in which event Purchaser and Seller
shall be relieved of any further liability or
obligation under this Agreement, except for Surviving
Covenants.  Purchaser shall exercise such option by
giving written notice specifying its choice to Seller
on or prior to the earlier of fifteen (15) days after
receiving Seller's notice or the date of Closing.  If
Purchaser does not give a timely notice it shall be
deemed to have elected the option in clause (i) above.

          16.  Remedies.

          In the event the transaction contemplated
hereby does not close or is terminated due to a default
by Seller, Purchaser shall be entitled to immediate
return of the Earnest Money, and (i) the Seller shall
be responsible for Purchaser's damages arising
therefrom, including without limitation, Purchaser's
out-of-pocket expenses incurred related to Purchaser's
due diligence, Purchaser's, Lender's and Dana
Commercial Credit Corporation's legal costs and
Purchaser's transaction, loan commitment and loan
application fees and expenses, breakage costs and
hedging costs; or (ii) Purchaser may pursue its remedy
for specific performance.  In the event the transaction
contemplated hereby does not close or is terminated due
to a default by Purchaser in the performance of its
obligations under this Agreement, Seller shall be
entitled to the Earnest Money as liquidated damages,
and Seller hereby waives any right to receive damages
or other relief in excess of the Earnest Money.
Notwithstanding the preceding, such waiver and
limitation is exclusive of all costs, fees and expenses
(including without limitation, attorneys' fees and
court costs) of enforcement as provided under Section
19 herein and the allocation of the Expenses as
provided in Section 14 hereof.  In further
consideration thereof, Seller waives any right to
specifically enforce the actual purchase of the Project
by Purchaser under this Agreement.  In the event of a
default by either party hereto, the party not in
default shall give notice thereof to the defaulting
party and an opportunity to cure for a period of 5 days
following the delivery of notice, prior to exercising
any right or remedy to which the party not in default
may be entitled.  Notwithstanding the preceding, in the
event a Closing has been scheduled, Purchaser tenders
the Purchase Price on the scheduled date of Closing,
and Seller fails to sell the Property, and such failure
is a default under the terms of this Agreement,
Purchaser may immediately pursue its rights and
remedies without written notice to Seller or any
opportunity of Seller to cure.  In no event shall
either party be deemed in default of its obligation to
close if it refuses to close by reason of the failure
of a condition to its obligation to close.  A default
by the Seller under the Other Agreement in its
obligation to close thereunder shall constitute a
default by Seller under this Agreement in its
obligation hereunder.  A default by the Purchaser under
the Other Agreement in its obligation to close
thereunder shall constitute a default by Purchaser
under this Agreement in its obligation to close
hereunder.

<PAGE>

          17.  Successors and Assigns.

          The terms, conditions and covenants of this
Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective nominees,
successors (whether by merger or otherwise),
beneficiaries and assigns; provided, however, no
conveyance, assignment or transfer of any interest
whatsoever of, in or to the Project or of this
Agreement shall be made by Seller during the term of
this Agreement.  Purchaser may, without the consent of
Seller, assign its interest under this Agreement to an
entity which would qualify as a Qualified Transferee
under the Lease; provided, however, Purchaser shall
remain liable for its obligations under this Agreement.

          18.  Brokers, Finders and Consultants.

          Seller and Purchaser represent and warrant to
each other that the warrantor has dealt with no broker,
salesman, finder or consultant with respect to this
Agreement or the sale contemplated herein other than
Trammell Crow Real Estate Services, Inc. ("Broker"),
and Seller shall be responsible for all commissions,
fees and expenses due Broker as a result of this
Agreement, the Lease and the transactions contemplated
hereunder and thereunder.  Each party shall indemnify,
protect, defend and hold harmless the other party from
and against all claims, losses, costs, expenses and
damages (including attorneys' fees) resulting from a
breach of the foregoing warranty.  Notwithstanding any
provision of this Agreement to the contrary, the
obligations of the parties under this Section 18 shall
survive any termination of this Agreement.

          19.  Litigation.

          In the event of litigation between the
parties with respect to the Project, this Agreement,
the performance of their obligations hereunder or the
effect of a termination under this Agreement, the
losing party shall pay all costs and expenses incurred
by the prevailing party in connection with such
litigation, including reasonable attorneys' fees.
Notwithstanding any provision of this Agreement to the
contrary, the obligations of the parties under this
Section 19 shall survive termination of this Agreement.
(The obligations of the parties under Sections 4, 6,
9.1.17, 9.3, 14, 16, 17, 18, 19 and 22 are referred to
collectively as "Surviving Covenants.")

          20.  Notices.

          Any notice, demand or request, consent or
approval ("Notice") which may be permitted, required or
desired to be given in connection therewith shall be
given in writing and directed to Seller and Purchaser
as follows:

<PAGE>

     Seller:                School Specialty Inc.
                            3395 West College Avenue
                            Appleton, Wisconsin  54914
                            Attn:  Donald J. Noskowiak
                            Fax:  (920) 882-5863

     With a copy to its
     attorneys:             Franzoi & Franzoi, S.C.
                            514 Racine Street
                            Menasha, Wisconsin  54952
                            Attn:  Joseph F. Franzoi IV
                            Fax:  (920) 725-0998

     Purchaser:             c/o Mesirow Realty Sale-Leaseback, Inc.
                            350 North Clark Street
                            Chicago, Illinois  60610
                            Attn:  Garry W. Cohen
                            Fax:  (312) 595-6141

     With a copy to:        Mesirow Realty Sale-Leaseback, Inc.
                            8211 West Broward Boulevard
                            Suite 370
                            Plantation, Florida  33324
                            Attn:  David A. Piasecki
                            Fax:  (954) 370-8221

     With a copy to its
     attorneys:             Goldberg, Kohn, Bell, Black, Rosenbloom
                             & Moritz, Ltd.
                            55 East Monroe Street
                            Suite 3700
                            Chicago, Illinois  60603
                            Attn:  Stephen B. Bell
                            Fax:  (312) 332-2196

Notices shall be either (i) personally delivered
(including delivery by Federal Express, Airborne, Emery
or other similar courier service) to the offices set
forth above, in which case they shall be deemed
delivered on the date of delivery to said offices, (ii)
sent by certified mail, return receipt requested, in
which case they shall be deemed delivered on the date
shown on the receipt unless delivery is refused or
delayed by the addressee in which event they shall be
deemed delivered on the date of deposit in the United
States mail or (iii) sent by facsimile, provided the
sender of such facsimile has evidence that the
facsimile was received by the addressee's machine, in
which case they shall be deemed delivered on the date
of receipt by the addressee's machine.  Either party
may by written notice to the other party given as
provided hereunder change its address for service of
Notice.

<PAGE>

          21.  Benefit.

          This Agreement is for the benefit only of the
parties hereto or their nominees, successors,
beneficiaries and assigns as permitted in Section 17
and no other person or entity shall be entitled to rely
hereon, receive any benefit here from or enforce
against any party hereto any provision hereof.

          22.  Miscellaneous.

          22.1 This Agreement constitutes the entire
understanding between the parties with respect to the
transaction contemplated herein, and all prior or
contemporaneous oral agreements, understandings,
representations and statements, and all prior written
agreements, understandings, representations and
statements are merged into this Agreement.  Neither
this Agreement nor any provisions hereof may be waived,
modified, amended, discharged or terminated except by
an instrument in writing signed by the party against
which the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then
only to the extent set forth in such instrument.

          22.2 If any date herein set forth for the
performance of any obligations by Seller or Purchaser or
for the delivery of any instrument or notice as herein
provided should be on a Saturday, Sunday or legal holiday,
the compliance with such obligations or delivery shall be
deemed acceptable on the next business day following
such Saturday, Sunday or legal holiday.  As used
herein, the term "legal holiday" means any state or
federal holiday for which financial institutions or
post offices are generally closed in the State of
Illinois or for observance thereof.  As used in this
Agreement, the term "business day" means a day other
than a Saturday, Sunday or legal holiday.

          22.3 Relative to each representation and warranty
made in this Agreement which is limited to Seller's
knowledge, Seller shall be charged only with the actual
knowledge of those officers of Seller charged with
responsibility for the matter in question for Seller,
with such officers being charged only with such
investigations as shall normally be incumbent on such
officers in the performance of their duties.

          22.4 The paragraph and section headings used herein
are descriptive only and shall have no legal force or effect
whatsoever.

          22.5 All of the exhibits and schedules to this
Agreement, including all of the terms, conditions and
provisions thereof, are incorporated into this
Agreement by this reference.

          22.6 This Agreement shall be governed by and
construed in accordance with the laws of the state in which
the Project is located.

          22.7 This Agreement shall not be construed more
strictly against one party than against the other
merely by virtue of the fact that it may have been
prepared by counsel

<PAGE>

for one of the parties, it being recognized that both Seller
and Purchaser have contributed substantially and materially to
the preparation of this Agreement.

          22.8 Time is of the essence of this Agreement.

          22.9 The covenants contained in this Agreement, shall
survive, and shall not merge into, the Closing.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have
executed this Agreement of Purchase and Sale on the
date first above written.


                            SSI MANSFIELD, L.L.C., a Delaware
                            limited liability company


                            By MESIROW REALTY SALE-LEASEBACK,
                               INC., an Illinois corporation,
                               it sole member

                               By  /s/ Garry W. Cohen
                                   ------------------------------------------
                               Name    Garry W. Cohen
                               Its     Senior Executive Vice President

                            Date of Execution:  August 24, 2000


                            SCHOOL SPECIALTY INC., a corporation


                            By  /s/ Donald J. Noskowiak
                                ---------------------------------------------
                            Name    Donald J. Noskowiak
                            Its     VP Finance/Business Development

                            Date of Execution:  August 22, 2000

<PAGE>

                         LIST OF EXHIBITS

Exhibit 1.1         The Land
Exhibit 1.3         Intangible Personal Property
Exhibit 5.1         Seller's Deliveries
Exhibit 5.2         Inspection Reports
Exhibit 7.1.1       Form of Lease and Rent Schedule
Exhibit 8.2         Survey Requirements
Exhibit 11.1        Permitted Exceptions
Exhibit 11.8        Affidavit Regarding No Foreign Ownership of Seller


The above exhibits to this document have been omitted.
The exhibits will be furnished supplementally to the
Securities and Exchange Commission upon request.