UNITED STATIONERS INC, SC 13D, 1995-02-14

UNITED STATIONERS INC
SC 13D, 1995-02-14
PAPER & PAPER PRODUCTS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.__)/*/

United Stationers Inc.
----------------------
(Name of Issuer)

Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)

913004-10-7
-----------------------------------------
(CUSIP Number)

Jerold A. Hecktman
2200 East Golf Road
Des Plaines, IL 60016
(312) 699-5000

---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 10, 1995
----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]

Check the following box if a fee is being paid with the statement. [X] (A fee
is not required only if the Reporting Person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to
be sent.

/*/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>

CUSIP NO. 913004-10-7 Page 2 of 6 Pages

- --------------------------------------------------------------------------------
1. Name of Reporting Person:

Jerold A. Hecktman Family Investment Partnership

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only

- --------------------------------------------------------------------------------
4. Source of Funds: 00
- --------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: Illinois

Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 902,795
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 0
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 902,795
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 902,795
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
[_]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 4.9%
- --------------------------------------------------------------------------------
14. Type of Reporting Person: PN
- --------------------------------------------------------------------------------
<PAGE>

CUSIP NO. 913004-10-7 Page 3 of 6 Pages

- --------------------------------------------------------------------------------
1. Name of Reporting Person:

Jerold A. Hecktman

- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]

(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only

Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 4,385
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 902,795
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 4,385
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 902,795
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 907,180
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:

Excludes 200,000 shares owned by the Jerold and Ruth Hecktman Charitable
Remainder Trust of which the Reporting Person is a beneficiary; the
Reporting Person disclaims beneficial ownership of such shares. [X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 4.9%
- --------------------------------------------------------------------------------
14. Type of Reporting Person: IN
- --------------------------------------------------------------------------------

<PAGE>

CUSIP NO. 913004-10-7 Page 4 of 6 Pages

13D

Pursuant to Rule 13d-2 of Regulation 13D-G promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby
files this Schedule 13D Statement on behalf of the Jerold A. Hecktman Family
Investment Partnership, an Illinois limited partnership ("JAHFIP") and Jerold A.
Hecktman, an individual. The foregoing partnership and individual are sometimes
hereinafter referred to as the "Reporting Persons". The Reporting Persons are
making this single joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Exchange Act, although
neither the fact of the filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that a group exists.

Item 1. SECURITY AND ISSUER.

This Statement relates to the Common Stock, $.10 par value (the "Common
Stock"), of United Stationers Inc., a Delaware corporation (the "Issuer"), 2200
East Golf Road, Des Plaines, Illinois 60016.

Item 2. IDENTITY AND BACKGROUND.

(a)-(c) The principal business of JAHFIP is as set forth in Item 4 below.
The principal business address of JAHFIP (which also serves as its principal
office) is United Stationers Inc., 2200 East Golf Road, Des Plaines, Illinois
60016. Pursuant to Instruction C to Schedule 13D under the Act, the names,
business or residence addresses and present principal occupation of each general
partner of JAHFIP is as follows:

NAME RESIDENCE OR BUSINESS OCCUPATION
ADDRESS

Jerold A. Hecktman c/o United Stationers Inc. Vice President,
2200 East Golf Road Advertising of
Des Plaines, IL 60016 United Stationers Inc.

(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

(f) All of the persons identified in this Item 2 are citizens of the United
States of America.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

All of the shares of Common Stock held by JAHFIP were acquired on February
10, 1995 when HW Associates, an Illinois general partnership ("HW"), dissolved
and distributed to JAHFIP its pro-rata shares of Common Stock.
<PAGE>

CUSIP NO. 913004-10-7 Page 5 of 6 Pages

Item 4. PURPOSE OF TRANSACTION.

The Reporting Persons acquired shares of Common Stock upon the dissolution
of HW and the simultaneous pro-rata distribution to HW's partners of the shares
of Common Stock held by HW. The Reporting Persons are currently holding shares
of Common Stock solely as an investment. On February 13, 1995, the Reporting
Person entered into an Agreement to Tender (the "Agreement to Tender") with
Associated Holdings, Inc. ("Associated") pursuant to which the Reporting Person
has agreed, subject to the terms and conditions of the Agreement to Tender, to
tender his shares in a tender offer to be commenced by Associated pursuant to an
Agreement and Plan of Merger between the Issuer and Associated dated February
13, 1995. A copy of the Agreement to Tender is attached hereto as EXHIBIT A and
is incorporated herein by this reference.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b) JAHFIP beneficially owns 902,795 or an aggregate 4.9% of the
outstanding Common Stock of the Issuer. JAHFIP's sole voting and investment
power is vested in its general partner, Jerold A. Hecktman. None of the
entities identified in Item 2 above owns or holds any shares of Common Stock
outside of JAHFIP except that Jerold A. Hecktman:

(i) holds 4,385 shares as to which he has sole voting and
investment power; and

(ii) is a beneficiary of the Jerold and Ruth Hecktman Charitable
Remainder Trust u/a/d February 1, 1995 which owns 200,000 shares
to which the Reporting Person disclaims beneficial ownership for
purposes of this filing.

(c) None of the entities referred to in response to Paragraph (a) of this
Item 5, or in Item 2 above, has effected any transactions in the Common Stock
during the past 60 days except as follows:

On February 10, 1995, immediately upon acquiring its pro-
rata number of shares of Common Stock from HW, JAHFIP distributed
202,400 shares of Common Stock to Jerold A. Hecktman who immediately
thereafter transferred 200,000 of the shares to the Jerold and Ruth
Hecktman Charitable Remainder Trust and the remaining 2,400 shares to
other charitable entities.

(d) No entity other than those referred to in response to Paragraph (a) of
this Item 5 has the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, shares of Common Stock owned by
them.

(e) Item 5(e) of Schedule 13D is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

The rights, powers and duties of the Reporting Persons, are as set
forth in the Agreement of Limited Partnership for Jerold A. Hecktman Family
Investment Partnership (the "Partnership Agreement"). The Partnership Agreement
is attached hereto as EXHIBIT B and is incorporated herein by reference.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT A Agreement to Tender

EXHIBIT B Partnership Agreement
<PAGE>

CUSIP NO. 913004-10-7 Page 6 of 6 Pages

SIGNATURES
----------

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: February __, 1995

Jerold A. Hecktman Family Investment
Partnership

By: ______________________________________
Jerold A. Hecktman, general partner
<PAGE>

EXHIBIT A

AGREEMENT TO TENDER
-------------------

This Agreement to Tender (the "Agreement") dated as of February __,
1995 among Associated Holdings, Inc., a Delaware corporation ("Purchaser"), and
the persons whose names are set forth on Schedule A hereto (individually a
"Shareholder" and collectively the "Shareholders").

Recitals:
--------

A. Purchaser and United Stationers Inc., a Delaware corporation (the
"Company") are simultaneously herewith entering into an Agreement and Plan of
Merger dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, that Purchaser, upon the terms and subject to the conditions
thereof, will make a cash tender offer for up to 92.5% of the outstanding shares
of common stock, par value $.10 per share, of the Company (the "Shares") at a
price of $15.50 per Share, pursuant to an Offer to Purchase and related Letter
of Transmittal which together constitute the "Offer" included in a Tender Offer
Statement on Schedule 14D-1 filed by Purchaser with the Securities and Exchange
Commission (the "Offer Statement"), or such higher price per share pursuant to
the Offer. Upon completion of the Offer, Purchaser will merge with the Company
(the "Merger") and each then outstanding Share (other than certain Shares
identified in Section 3.1(b) of the Merger Agreement) would be converted as
provided in Section 3.1(a) of the Merger Agreement (the Offer and Merger being
collectively referred to as the "Transaction").

B. As a condition to entering into the Merger Agreement, Purchaser
has requested, and each of the Shareholders has agreed, to make certain
agreements and covenants with Purchaser, upon the terms and subject to the
conditions hereinafter set forth with respect to the respective number of Shares
set forth on Schedule A hereto opposite the name of each of the Shareholders.

NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein, the parties hereto agree as
follows:

ARTICLE I

Agreement to Tender Shares
--------------------------

Section 1.1 Tender. Subject to the terms and conditions of this
Agreement and of the Offer, each Shareholder agrees severally for itself only to
tender to Purchaser pursuant to the
<PAGE>

Offer in accordance with the terms thereof ("Tender") and not withdraw except as
permitted hereby all Shares held by such Shareholder. The approximate number of
Shares owned by the Shareholder are set forth on Schedule A hereto opposite the
name of such Shareholder and Purchaser shall accept for payment and pay for all
of such Shares Tendered by such Shareholder at the price of $15.50 per Share or
such higher price to be paid under the terms of the Offer by means of a wire
transfer to an account as specified by the Shareholder at the following time:
one business following the Expiration Date (as defined in the Offer Statement)
if the aggregate number of shares Tendered are less than the Maximum Number (as
defined in the Offer Statement) or one business day following the announcement
of the final proration factor should more than the Maximum Number be Tendered.
In the event that any Shareholder acquires any additional Shares prior to the
Tender of its Shares hereunder, all such additional Shares shall be subject to
the terms of this Agreement. Notwithstanding the foregoing, no Shareholder shall
be required to Tender Shares and, if such Shareholder has Tendered Shares, shall
be permitted to withdraw its Shares, if this Agreement is terminated as set
forth in Section 6.1 hereof.

Section 1.2 Adjustment Upon Changes in Capitalization. In the
event of any change in the Shares by reason of any stock dividends, split-ups,
mergers, recapitalizations or other changes in the corporate or capital
structure of the Company, the number and kind of Shares subject to this
Agreement shall be appropriately adjusted.

ARTICLE II

Related Matters
---------------

Section 2.1 Acquisition Transaction. The parties acknowledge that
Purchaser would not have entered into the Merger Agreement without the
concurrent execution of this Agreement and that each Shareholder and Purchaser
would not have entered into this Agreement without the concurrent execution of
the Merger Agreement.

Section 2.2 Agreement to Vote. Subject to Section 6.1 hereof,
each Shareholder agrees to vote all their shares set forth on Schedule A, at any
meeting of shareholders, in favor of the Merger Agreement, the Merger and all
transactions arising out of the Merger Agreement which require shareholder
approval. The Shareholder's agreement to vote their shares shall include an
agreement to execute written consents in lieu of a meeting.

-2-
<PAGE>

ARTICLE III

Representations
and Warranties of the Shareholders
----------------------------------

Each of the Shareholders, severally, and not jointly, hereby
represents and warrants to Purchaser as follows:

Section 3.1 Ownership of the Shares. Such Shareholder is the
record or beneficial owner with full or shared voting power of the number of
Shares set forth opposite such Shareholder's name on Schedule A hereto (which
are all the Shares which such Shareholder so owns of record or beneficially),
and at the time of Tender will have good title, and (subject to the provisions
of Section 2.2 hereof) full voting power, with respect to all such Shares, free
and clear of all liens, charges, encumbrances, equities, claims and options or
other defects in title which may restrict such Shareholder's ability or
authority to tender, sell, and deliver such Shares hereunder.

Section 3.2 Authorization; Valid and Binding Agreement. This
Agreement has been duly and validly executed and delivered by such Shareholder
and constitutes a valid and binding agreement of such Shareholder enforceable
against such Shareholder in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity, including
principles of good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or equity). Except as set forth in the Merger
Agreement, no consent or approval or any court, federal or state governmental
agency, or any other person or entity is required in connection with the
execution and consummation of the transactions contemplated by this Agreement to
permit each to carry out its obligations hereunder.

Section 3.3 No Conflicts. Neither the execution and delivery of
this Agreement nor the consummation by such Shareholder of the transactions
contemplated hereby will constitute a violation of, or conflict with, or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or restriction of any kind to which such Shareholder is a party or
by which such Shareholder is bound or any judgment, decree or order applicable
to such Shareholder.

-3-
<PAGE>

ARTICLE IV

Representations and
Warranties of Purchaser
-----------------------

Purchaser hereby represents and warrants to the Shareholders as
follows:

Section 4.1 Authorization; Valid and Binding Agreement. Purchaser
has all requisite corporate power and authority to enter into this Agreement,
and this Agreement has been duly authorized by all necessary corporate action on
the part of Purchaser. This Agreement has been duly and validly executed and
delivered by Purchaser, and constitutes a valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting creditors' rights and remedies
generally and subject, as to enforceability, to general principle of equity
including principles of good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or equity).

Section 4.2 Securities Matters. Purchaser is acquiring the Shares
for its own account and not with a view to the public distribution thereof and
will not offer to sell or otherwise dispose of the Shares acquired in violation
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

ARTICLE V

Covenants
---------

Section 5.1 Other Transactions. Each Shareholder agrees severally,
and for itself only, that, prior to the termination of this Agreement, such
Shareholder shall not engage in any action or omission that would have the
effect of preventing or disabling such Shareholder from Tendering its Shares to
Purchaser. Without limiting the foregoing and except as provided in this
Agreement, until the termination of this agreement such Shareholder agrees not
to sell or transfer, or agree to sell or transfer, any of the Shares provided,
however, that a Shareholder may transfer his or her Shares to a person,
partnership, trust, or other entity so long as such person or entity agrees in
writing to be bound by the terms, provisions and conditions of this Agreement.
Upon such transfer, the transferor shall be released from the terms of this
Agreement with regard to such transferred Shares.

-4-
<PAGE>

ARTICLE VI

Termination
-----------

Section 6.1 Termination. This Agreement shall terminate
automatically upon the earlier of (i) the Effective Time (as defined in the
Merger Agreement), (ii) the termination of the Merger Agreement for any
reason,or (iii) any time following the public announcement by any person of an
offer to acquire at least a majority of the outstanding Shares which the
Shareholder reasonably believes offers a higher economic value to the
Shareholder than the Offer and where the Shareholder gives notice to Purchaser
of such termination.

Section 6.2 Effect of Termination. In the event of the termination
of this Agreement pursuant to Section 6.1, this Agreement (including, without
limitation, the voting agreement set forth herein) shall forthwith become void
and have no effect, without liability on the part of any party or its trustees,
partners, beneficiaries, directors, officers, and shareholders or affiliates.
Nothing contained in this Article VI shall relieve any party from liability for
any material breach of this Agreement or the Offer.

ARTICLE VII

Miscellaneous
-------------

Section 7.1 Expenses. Each of the parties hereto will pay all fees
and expenses it incurs in connection with this Agreement, including without
limitation the fees and expenses of its financial and legal advisors. Each
Shareholder represents and warrants to Purchaser that such Shareholder has not
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated
herein.

Section 7.2 Survival of Representations, Warranties and Agreements.
The representations, warranties and agreements of Purchaser and the Shareholders
in this Agreement or in any instrument delivered by Purchaser and the
Shareholders pursuant to this Agreement shall not survive the consummation of
the Merger.

Section 7.3 Assignment; Parties in Interest. Except as permitted by
Section 5.2 hereof or as required by operation of law, this Agreement shall not
be assignable by the parties hereto without the prior written consent of the
other parties. This Agreement will be binding upon, inure to the benefit of and
be enforceable by the parties and their respective successors and permitted
assigns.

-5-
<PAGE>

Section 7.4 Entire Agreement; Amendments. This Agreement and the
documents referred to herein or delivered pursuant hereto which form a part
hereof, contain the entire understanding of the parties with respect to its
subject matter. There are no representations, warranties, agreements, promises,
covenants or undertakings other than those expressly set forth herein or
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by a written instrument duly executed by all the parties. Any
condition to a party's obligations hereunder may be waived in writing by such
party.

Section 7.5 Notices. All notices, claims, certificates, requests,
demands and other communications ("Notices") required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, upon receipt of the telecopy confirmation when telecopied,
upon receipt if sent by a nationally recognized overnight courier service or two
(2) business days after being mailed (registered or certified mail, postage
prepaid, return receipt requested), addressed as follows:

(a) If to Purchaser, to:

1075 Hawthorn Drive
Itasca, Illinois 60143
Telecopy: (708) 775-7509

Attention: Daniel H. Bushell

With copies to:

Weil, Gotshal & Manges
100 Crescent Court
Dallas Texas 75201-6950
Telecopy: (214) 746-4777

Attention: Lawrence D. Stuart, Jr., Esq.

(b) If to the Shareholders, to each Shareholder at the address set
forth on their respective signature page to this Agreement:

With copies to:

Altheimer & Gray
10 South Wacker Drive
Suite 4000
Chicago, Illinois 60606
Telecopy (312) 715-4800

-6-
<PAGE>

Attention: Phillip Gordon, Esq.

or to such other address as the person to whom Notice is to be given may have
previously furnished to the other in writing in the manner set forth above.

Section 7.6 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Illinois without giving
effect to the principles of conflicts of law thereof.

Section 7.7 Severability of Provisions. In case any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

Section 7.8 Counterparts; Headings. This Agreement may be executed
simultaneously in several counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same instrument.
The article and section headings contained herein are for reference purposes
only and will not affect in any way the meaning or interpretation of this
Agreement.

Section 7.9 Remedies. The parties hereto agree that if for any reason
any party hereto shall have failed to perform its obligations under this
Agreement, then any other party hereto seeking to enforce this Agreement against
such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief. This provision
is without prejudice to any other rights that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Agreement.

Section 7.10 Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use reasonable efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective agreement to tender and vote contemplated by this
Agreement.

Section 7.11 Exculpation. Notwithstanding anything to the contrary
contained herein, with respect to Shareholders which are partnerships or trusts,
there shall be no personal liability hereunder on any partners or trustees with
respect to the terms, conditions, representations, warranties or covenants
contained in this Agreement. Purchaser shall look solely to such Shareholder
and not to any partners or trustees of those Shareholders for the satisfaction
of all remedies which Purchaser may have hereunder.

-7-
<PAGE>

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

ASSOCIATED HOLDINGS, INC.

By: _____________________________By:
Title: __________________________

-8-
<PAGE>

FISHMAN FAMILY
INVESTMENT PARTNERSHIP

By:______________________________
Joan Fishman, General Partner

Address:

_________________________________
Philip Gordon, not personally,
but as Tustee of the Joan
Fishman Charitable Remainder
Trust u/a/d 2/1/95

Address:
<PAGE>

JEROLD A. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP

By: _____________________________ ___________________________
Jerold A. Hecktman, Jerold A. Hecktman
General Partner

Address: Address:

_________________________________
Philip Gordon, not personally,
but as Trustee of the Jerold
and Ruth Hecktman Charitable
Remainder Trust u/a/d 2/1/95

Address:
<PAGE>

MELVIN L. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP

By: _____________________________ ___________________________
Melvin L. Hecktman, Melvin L. Hecktman
General Partner

Address: Address:

MLH INVESTMENT PARTNERSHIP ___________________________
Philip Gordon, not
personally, but as
Trustee of the Julie B.
Hecktman Charitable
By: _____________________________
Melvin L. Hecktman, Address:
Managing General Partner

Address:

_________________________________
Charitable Remainder Trust
u/a/d 2/1/95

Address:

_________________________________
Philip Gordon, not personally,
but as Trustee of the Sherri A.
Sheftel Charitable Remainder Trust
u/a/d 2/1/95

Address:
<PAGE>

MILLS FAMILY
INVESTMENT PARTNERSHIP

By: _____________________________
Barbara Wolf,
General Partner

Address:

_________________________________
Philip Gordon, not personally,
but as Trustee of the Barbara
Mills Charitable Remainder Trust
u/a/d 2/1/95

Address:
<PAGE>

WOLF FAMILY
INVESTMENT PARTNERSIP

By: _____________________________
Barbara Wolf Savage,
General Partner

Address:

_________________________________
Philip Gordon, not personally,
but as Trustee of the Barbara
Wolf Savage Charitable Remainder
Trust u/a/d 2/1/95

Address:
<PAGE>

_________________________________ JOEL D. SPUNGIN
Joel D. Spungin INVESTMENT PARTNERSHIP

_________________________________
Marilyn G. Spungin By: ___________________________
Joel D. Spungin,
Partner

_________________________________
Debra A. Spungin _______________________________
Marc A. Spungin

_________________________________
Philip Gordon, not personally, _______________________________
but as Trustee of the Joel and Marilyn G. Spungin, not
Marilyn Spungin Charitable personally, but as Co-
Remainder Trust u/a/d 2/1/95 Trustee of the Joel J.
Spungin Family Trust
u/a/d 11/15/90

_______________________________
Robert B. Scadron, not
personally, but as Co-
Trustee of the Joel D.
Spungin Family Trust
u/a/d 11/15/90

_______________________________
Philip Gordon, not
personally, but as
Trustee of the Joel and
Marilyn Spungin
Charitable
Remainder Trust u/a/d
2/1/95
<PAGE>

SCHEDULE A
----------
<TABLE>
<CAPTION>

Number of
Shareholder Shares
----------- ---------
<S> <C>
Fishman Family Investment Partnership 586,134

Joan Fishman Charitable Remainder Trust u/a/d 50,000
2/1/95

Jerold A. Hecktman Family Investment Partnership 902,795

Jerold A. Hecktman 4,385

Jerold and Ruth Hecktman Charitable Remainder 200,000
Trust u/a/d 2/1/95

Melvin Hecktman 6,667

Melvin L. Hecktman Family Investment Partnership 203,835

Melvin and Judith Hecktman Charitable Remainder 80,000
Trust u/a/d 2/1/95

MLH Investment Partnership 863,670

Mills Family Investment Partnership 533,197

Barbara Mills Charitable Remainder Trust u/a/d 50,000
2/1/95

Wolf Family Investment Partnership 921,057

Barbra Wolf Savage Charitable Remainder Trust 133,333
u/a/d 2/1/95

Joel D. Spungin 101,468

Joel and Marilyn Spungin Charitable Remainder 33,333
Trust u/a/d 2/1/95

Joel D. Spungin Investment Partnership 1,000

Joel D. Spungin Family Trust 57,682

Marilyn G. Spungin 7,648

Debra A. Spungin 4,856
</TABLE>
<PAGE>

<TABLE>
<S> <C>
Marc A. Spungin 4,868

Steven M. Spungin 4,856
---------
Total 4,750,784
=========
</TABLE>
<PAGE>

EXHIBIT B

AGREEMENT OF LIMITED PARTNERSHIP
FOR JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP

THIS AGREEMENT OF LIMITED PARTNERSHIP for Jerold A. Hecktman Family
Investment Partnership, dated as of September 19, 1983 ("Agreement"), by and
between Jerold A. Hecktman, Ruth Hecktman, Jerold A. Hecktman as custodian for
Bruce Hecktman and Adam Hecktman under the Uniform Gifts to Minors Act, and the
trustees of the trusts listed on the signature page attached hereto (herein
collectively called the "Partners", and individually, a "Partner").

W I T N E S S E T H :
---------------------

WHEREAS, each of the Partners owns certain shares of the outstanding Common
Stock of United Stationers Inc., a Delaware corporation ("United"); and

WHEREAS, the Partners are each related by blood or marriage, or are trusts
for the benefit of persons who are so related, and together constitute, with
such beneficiaries, the immediate Jerold A. Hecktman family; and

WHEREAS, all the Partners desire to form a limited partnership and to
contribute to such partnership all of their shares of United Common Stock (the
"Shares"), and certain of the Partners desire also to contribute to such
partnership their partnership interests in 1701 Partnership, an Illinois general
partnership (the "1701 Interests"), in order to, among other things:

(i) establish centralized control over the Shares and the 1701
Interests and other possible investments; and

(ii) invest any and all Partnership assets in such investments,
securities, businesses, real estate interests and other investment
opportunities as the General Partner may from time to time deem to be in
the best interests of the Partnership.

NOW THEREFORE, in consideration of the premises, of the promises and
agreements herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
promise and agree as follows:
<PAGE>

ARTICLE I
FORMATION AND NAME, ETC.

Section 1.1. Formation and Name of Partnership. The parties hereto
hereby agree to form a limited partnership (the "Partnership") upon the terms
and conditions herein set forth and in conformity with the Uniform Limited
Partnership Act of the State of Illinois (the "Act"). The name of the
Partnership shall be Jerold A. Hecktman Family Investment Partnership or such
other name as the "General Partner" (as defined in Section 2.1) may from time to
time select.

Section 1.2. Purposes. The purposes of the Partnership are to:

(i) acquire, own, hold, purchase, sell, invest and reinvest in the
Shares, the 1701 Interests and other shares of stock, notes, bonds,
debentures, interests in real estate and other securities and investment
assets;

(ii) invest any and all Partnership assets in HW Associates, an
Illinois general partnership, and in such investments, securities,
businesses, real estate interests and the investment opportunities as the
Partnership may from time to time deem to be in the best interests of the
Partnership;

(iii) insure centralized control of the Shares and other 1701
Interests, and other possible investments, including the voting thereof;

(iv) permit the Partners to borrow from the Partnership from time to
time; and

(v) do all of the acts and things permitted or required by the terms
of this Agreement or reasonably necessary or incident to the foregoing
purposes.

Section 1.3. Offices. The offices of the Partnership shall be at
such place or places as the General Partner may from time to time determine.

ARTICLE II
THE PARTNERS

Section 2.1. General Partner; In General. Except as otherwise provided
herein, the business and affairs of the Partnership shall be conducted by the
General Partner. From and as of the date of this Agreement, and until his
"Withdrawal" (as

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defined in Section 8.2(a)), Jerold A. Hecktman shall be the sole General
Partner.

Section 2.2. Duties and Powers of the General Partner.

(a) The General Partner shall:

(i) manage the affairs of the Partnership;

(ii) determine the terms of Partnership borrowings and loans to
Partners; and

(iii) use his best efforts to carry out the terms of this
Agreement.

(b) The General Partner may:

(i) purchase, sell and otherwise deal with the Shares, the 1701
Interests and other shares of stock, notes, bonds,
debentures, interests in real estate and other securities
and investment assets and invest funds held on hand for the
benefit of the Partnership; invest the Shares in HW
Associates, an Illinois general partnership, borrow upon
the credit of the Partnership; and pledge all or any part
of the Partnership assets to secure such borrowings;

(ii) vary, modify, suspend or waive any of the terms or
provisions of Sections 6.4, 6.5, 6.6 and 6.7 either
generally or with respect to any particular Partner or any
particular transaction;

(iii) increase the amount of any Partner's loan account;

(iv) make distributions in partial liquidation to the Partners;

(v) pay reasonable compensation to the General Partner
including, but not by way of limitation, fees and
reimbursement for expenses;

(vi) invest Partnership funds;

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<PAGE>

(vii) vote or direct the voting of the Shares, the 1701 Interests
or any securities having voting rights which may be at any
time be owned by the Partnership;

(viii) exercise such other rights and powers as are herein granted
as may be necessary or appropriate to attain the ends and
purposes of this Agreement, including the hiring of agents,
accountants and attorneys; and

(ix) establish and administer reasonable rules and procedures
for the calling and conduct of meetings of Partners, for
the sending of notices and other communications, and for
the general administration of the internal and external
affairs of the Partnership.

(c) Without limiting the generality of the foregoing (specifically
including, but not by way of limitation, clause (vii) above), the General
Partner is hereby specifically authorized to enter the Partnership into
partnerships or agreements with other entities owning or controlling other
Shares or partnership interests in 1701 Partnership for the purpose of (i)
governing the disposition and voting of the Shares, (ii) controlling United
together with such other entities, (iii) governing the disposition and voting of
partnership interests in 1701 Partnership, (iv) controlling 1701 Partnership
together with such other entities, (v) investing in any opportunity which the
Partnership would have the power to invest in directly, and (vi) participating
in such other activities as the General Partner may, from time to time, deem to
be in the best interest of the Partnership.

Section 2.3. Limited Partners. The Limited Partners shall be Ruth
Hecktman (until appointed General Partner pursuant to Section 8.2 hereof),
Jerold A. Hecktman as custodian for Bruce Hecktman and Adam Hecktman under the
Uniform Gifts to Minors Act, trustees of each of the trusts described in Exhibit
A hereto, and, at such time as a Transfer (as defined in Section 5.1) shall be
made by any of such trusts to the beneficiaries thereof pursuant to the
provisions of their respective trust agreements, the beneficiaries of such
trusts. As Limited Partners, they shall in no way participate in the management
and control of the conduct of the Partnership business. Anything in this
Agreement to the contrary notwithstanding, no Limited Partner shall purport to
exercise any rights or powers as a Limited Partner under this Agreement if he or
she would thereby be deemed to be taking part in the control of the business of
the Partnership. No Limited Partner will be personally liable for any debts,
liabilities, contracts or any other obligations of the Partnership and no

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<PAGE>

Limited Partner will have any obligation to make capital contributions to the
Partnership except as specifically provided in this Agreement. The Limited
Partners are not entitled to borrow or withdraw from the Partnership any portion
of their respective capital contributions except as may be specifically provided
in this Agreement.

Section 2.4. No Authority to Bind Partnership. No Partner (except the
General Partner acting as such in accordance with this Agreement) shall
individually have authority to act on behalf of or in the name of the
Partnership, or at any time by any act or thing bind the Partnership. The
General Partner shall have the exclusive right to vote the 1701 Interests, the
Shares and other securities having voting rights which at any time may be owned
by the Partnership.

Section 2.5. Relationship Between the Partners and the Partnership. The
Partners may engage in or invest in such businesses or activities as they see
fit, without regard to whether such businesses or activities are competitive
with the Partnership. The Partners shall not be required to devote full time to
the business and affairs of the Partnership. No Partner shall be required to
submit business or investment opportunities to the Partnership. The various
Partners and the Partnership, respectively, may engage in any transactions with
each other as they see fit, as if the Partners were not partners of the
Partnership. The fiduciary duties of the various Partners to the Partnership
and to the Partners shall be determined by taking into account the principles of
this Section 2.5, and, in any event (and not by way of limitation where good
faith is present), the acts of the various Partners shall be sustained if they
are objectively fair. This Section 2.5 shall apply as well to the General
Partner as to other Partners.

Section 2.6. Fiduciaries. Where trusts, estates, or other such entities
are treated as Partners or other holders of Partnerships interests, the
trustees, executors, and other fiduciaries thereof as such shall not in their
personal capacities be treated as Partners or other holders of Partnership
interests or as persons having rights and duties thereunder, but such Partner
status and such Partnership interests, rights and duties shall be treated as
appertaining to the fiduciary estate.

Section 2.7. Reimbursement and Compensation of the General Partner. The
General Partner shall be entitled to reimbursement for reasonable out-of-pocket
expenses incurred by him on behalf of the Partnership or in pursuance of his
duties as General Partner. In addition, the General Partner shall be entitled to
compensation for services rendered to the Partnership.

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<PAGE>

ARTICLE III
CAPITAL CONTRIBUTIONS AND ACCOUNTS,
PROFITS AND LOSSES, ETC.

Section 3.1. Capital Accounts. A capital account shall be maintained for
each Partner. Each Partner's capital account shall consist of capital
contributions made from time to time by such Partner and such Partner's
predecessor(s), increased by his or his predecessor's respective share, if any,
of profits and decreased by (i) any distributions made to him or his
predecessor, and (ii) his or his predecessor's respective share, if any, of
Partnership losses. No interest shall be paid or credited to Partners on their
capital accounts. No Partner shall be entitled to the withdrawal or the return
of any part of his capital account except in accordance with the provisions of
this Agreement.

Section 3.2. Units. The interests of the Partners in the Partnership
shall be represented by Units (hereinafter referred to sometimes collectively
and sometimes alternatively as "Units"), having respectively such attributes as
are prescribed in this Agreement. Units shall be allocated to the Partners in
respect of their initial capital contributions on the basis of 1 Unit, or
fraction thereof, for every of $1,000 in fair market value, or fraction thereof
(determined by the General Partner) of assets contributed.

Section 3.3. Initial Capital Contributions. Each Partner has contributed
to the Partnership on the date hereof the Shares and (if any) the 1701 Interests
set forth opposite his name on Exhibit B hereto and has been allocated the Units
set forth opposite his name on Exhibit B.

Section 3.4. Variation Between Basis and Value. In the case of any
Partnership item (for tax purposes) of income, gain, loss, deduction, or credit,
relating to any Share or other item of property contributed to the Partnership,
such item shall be allocated and other appropriate adjustments shall be made so
as to take full account of the variation (the "Pre-contribution variation")
between the tax basis of such Share or other item of property to the Partnership
and its fair market value at the time of contribution. Such allocations and
adjustments shall be made in an equitable manner by the General Partner upon the
advice of the "Accountants" (defined in Section 10.7) in accordance with section
704(c)(2) of the Internal Revenue Code of 1954, as amended, and the regulations
thereunder. This Section 3.4 shall apply notwithstanding any other provisions
of this Agreement. Such other provisions shall be applied after taking into
account the application of this Section 3.4 and shall be construed accordingly.

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<PAGE>

Section 3.5. Ordinary Income and Loss and Capital Gain and Loss.
"Ordinary Income" or "Ordinary Loss" for any accounting period shall be the net
income or loss of the Partnership computed without regard to items entering into
the computation of Net Capital Gain or Net Capital Loss. "Net Capital Gain" or
"Net Capital Loss" for any accounting period shall be the net capital gain or
loss of the Partnership on sales or other dispositions of securities or other
property and shall include such other items as the General Partner, upon the
advice of the Accountants, determines to be capital rather ordinary in nature.

Section 3.6. Allocations of Ordinary Income and Ordinary Loss. Ordinary
Income and Ordinary Loss shall be allocated among the Partners pro rata in
accordance with their Units. Ordinary Income and Ordinary Loss shall be
determined in accordance with generally accepted accounting principles
consistently applied.

Section 3.7. Distribution of Proceeds of Sales and Refinancing to be Made
as Partial Liquidation. At any time, in the discretion of the General Partner,
the proceeds of sales, refinancings and other dispositions of Partnership
property may be distributed as if the Partnership were being liquidated under
Section 3.10 and as if the fair market values of assets were equal to their
carrying values.

Section 3.8. Allocation of Net Capital Gain or Net Capital Loss. Net
Capital Gain and Net Capital Loss resulting from any sale or other disposition
of Partnership property shall be allocated among the Partners as if the
Partnership were to be liquidated immediately following the consummation of such
transaction and as if the fair market values of Partnership assets were equal to
their carrying values.

Section 3.9. Distributions.

(a) The General Partner shall have the right to determine whether, and to
what extent, the Partnership shall make distributions to the Partners; provided,
however, that nothing contained herein shall in any way obligate the General
Partner to cause distributions to be made to the Partners.

(b) All distributions, in cash or in kind, to each of the Partners in
respect of their Units shall be made, at such time, in such fashion, and in such
proportion as determined by the General Partner.

(c) At no time shall any Limited Partner be entitled to a return of his
capital contribution except in accordance with the provisions of this Section
3.9, or upon the dissolution and termination of the Partnership. If, in fact,
there has been any return, in whole or in part, of the capital contribution of a

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<PAGE>

Limited Partner under the terms of this Agreement, such distribution shall not
discharge such Limited Partner of, or from his liability therefor to the
Partnership and its creditors. In no event shall the General Partner be
authorized to make any distributions which shall reduce the fair market value of
the Partnership assets to an amount less than the liabilities of the
Partnership. It is not contemplated that distributions in kind will be made
during the term of the Partnership except upon dissolution. If, however, in the
discretion of the General Partner, it is deemed in the best interests of the
Partnership that a distribution in kind be made in lieu of cash, the fair market
values of the assets to be distributed shall be determined by the General
Partner after consultation with the Accountants, counsel for the Partnership and
such other advisors as the General Partner may determine.

Section 3.10. Liquidation Distributions. Upon the termination, winding-
up or liquidation of the Partnership, all the debts and liabilities of the
Partnership shall be paid or provided for, and the "Partnership Net Assets"
(defined in Section 10.3) shall be distributed to the Partners in liquidation of
their Partnership interests, pro-rata in accordance with their Units.
Distributions may be in cash and/or in kind at the discretion of the General
Partner. The Shares and other securities shall be valued at Market Value
(defined in Section 10.4). Partnership assets shall be restated to their fair
market value and capital accounts shall be charged or credited accordingly as if
such assets were sold, all as of a date, selected by the General Partner, not
more than ten (10) days prior to the date of any distribution.

Section 3.11. Adjustments to Units. If the General Partner, upon the
advice of the Accountants, determines that adjustments to capital accounts or
the allocation of Units or otherwise are necessary to effectuate the purposes
and intents of this Agreement, the General Partner shall adjust distributions or
make appropriate adjustments to the allocation of Units to reflect the net
balance of items of income, gain, loss and deduction which have been realized
and which remain undistributed and reflected in capital accounts.

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<PAGE>

ARTICLE IV
LOANS TO PARTNERS

Section 4.1. Partnership Loan Account. Each Partner shall have a loan
account with the Partnership and each Partner shall be entitled to borrow from
the Partnership, on such terms and conditions, and in such amounts (but in no
event greater than 80% of the value of such Partner's Partnership Interest), as
the General Partner shall from time to time establish.

Section 4.2. Partnership Notes, Etc. The General Partner shall have the
right to borrow on the credit of the Partnership on behalf of the Partnership
and, in connection therewith, to sign notes, drafts, security agreements and
grant security interests in Partnership assets.

ARTICLE V
ASSIGNMENT AND TRANSFER OF INTERESTS

Section 5.1. Prohibition on Transfers. No Partner shall, voluntarily or
involuntarily, sell, transfer, assign, pledge, hypothecate, convey or otherwise
dispose of (any one of the foregoing being referred to as a "Transfer") any
portion of his interest in the Partnership without the express prior written
approval of the General Partner (if such transferor is other than the General
Partner), except to a Permitted Transferee. Any Partner may make a Transfer of
Units to a Permitted Transferee without the consent or approval of any other
Partner, including the General Partner (subject to the limitation set forth in
Section 5.3), and without offering the same to any other Partner or the
Partnership. The General Partner, however, shall at all times retain sufficient
Units to constitute at least 1% of the aggregate capital accounts of the
Partnership.

Section 5.2. Definition of Permitted Transferee. A "Permitted Transferee"
shall mean any of the following: any sibling of a Partner or of a beneficiary of
a trust which is a Partner; any lineal descendant of a Partner or of a
beneficiary of a trust which is a Partner; any spouse of such lineal descendant;
any child of such spouse if such lineal descendant has elected to treat such
child as a descendant for the purposes of this Agreement; and any trust or other
entity (and the beneficiary or beneficiaries thereof) for the primary benefit of
the foregoing persons; and with respect to Transfers by a trust which is a
Partner, the beneficiary of such trust.

Section 5.3. Status of a Permitted Transferee-Additional Limited Partners.
Upon a Transfer by any Partner to a Permitted Transferee, such Permitted
Transferee shall, if the General Partner shall so agree in his discretion,
become a substituted or

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<PAGE>

additional Limited Partner upon agreeing in writing to be bound by the terms of
this Agreement. If the General Partner shall not consent to any Permitted
Transferee becoming a substituted or additional Partner, such Permitted
Transferee shall have only the rights of an assignee as provided by Section
19(3) if the Act with respect to the Units so acquired.

Section 5.4. Transfers in Violation of Section 5.1. Any purported
Transfer in violation of Section 5.1 shall be null and void and of no force and
effect. Any such purported Transfer shall entitle the Partnership to purchase,
on the terms and conditions specified in Article VI of this Agreement, all or
any part of the Units of the Partner purporting to make such a Transfer. The
purchase price shall be determined as of the closing date of a purchase and sale
of such Partner's Units in accordance with Article VI.

Section 5.5. Levy by Creditors. Any levy or other attachment by any
creditor (other than the Partnership or a Permitted Transferee) against any
Partner's interest in the Partnership or the avails or proceeds thereof shall be
deemed a purported Transfer in violation of Section 5.1.

ARTICLE VI
VOLUNTARY PURCHASES AND SALES OF
INTERESTS IN THE PARTNERSHIP

Section 6.1. Partner's Election to Sell. Any Partner, or, upon the death
of a Partner (if, upon such death, the Partnership is not dissolved and
reconstituted pursuant to Section 8.2), his personal representative ("Selling
Partner"), may, by written notice ("Sale Notice") to the Partnership, require
the Partnership to purchase the number of Units, or the dollar value of his
Partnership interest, in either event specified in his Sale Notice (the "Selling
Interest") at the price and on the terms herein specified; provided however,
that the General Partner shall at all times retain sufficient Units to
constitute at least 1% of the aggregate capital accounts of the Partnership; and
provided further that any such sale is subject to the rights of first refusal
set forth in Section 6.2 hereof.

Section 6.2. Rights of First Refusal. Within twenty (20) days of receipt
of a Sale Notice, the Partnership shall give written notice ("Option Notice") to
all of the other Partners (the "Remaining Partners") setting forth the Selling
Interest to be purchased from the Selling Partner and the estimated purchase
price therefor. If any Partner shall desire to purchase all or part of the
Selling Interest offered for sale in the Sale Notice, said Partners ("Purchasing
Partners") shall give written notice to the Partnership within thirty (30) days
after the date of the

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<PAGE>

Option Notice, specifying the amount of the Selling Interest which they desire
to purchase. In the event that the Purchasing Partners desire to purchase more
than the amount of Selling Interest offered for sale, the amount of the Selling
Interest to be purchased by each Purchasing Partner shall be allocated pro rata
in accordance with the number of Units owned by each Purchasing Partner.
Notwithstanding that the Selling Partner may be the General Partner, the
Purchasing Partner shall not become a General Partner pursuant to, or resulting
from, any purchase of Selling Interest made hereunder. Any such purchase by a
Purchasing Partner shall be in cash.

Section 6.3. Purchase by the Partnership. Any amount of the Selling
Interest which Partners do not elect to purchase pursuant to Section 6.2 shall
be purchased by the Partnership.

Section 6.4. Terms of Purchase.

(a) The closing date for a purchase and sale of the Selling Interest
under this Article VI, whether by the Partnership or Purchasing Partners, shall
be held on the sixtieth (60th) day following the date of service of the Sale
Notice.

(b) The purchase price to be paid by any Purchasing Partner for any
purchase pursuant to Section 6.2 shall be payable in full on the closing date.

(c) The purchase price to be paid by the Partnership for any purchase
pursuant to Section 6.3 shall be payable in forty (40) equal quarterly
installments, commencing the first day of the month following the closing date,
and shall bear interest on the unpaid portion thereof at the rate of 5% per
annum, also payable quarterly commencing the first day of the month following
the closing date.

Section 6.5. Funding by Partnership. The Partnership shall have the right
to elect to fund any purchase under this Article VI in whole or in part in cash
or Partnership property. Any such Partnership property determined by the
Partnership to be used for payment shall be equivalent in fair market value,
determined as of the date of payment, to the cash payment which would otherwise
be required to be made on such date by the Partnership.

Section 6.6. Settling of Selling Partner's Loans. If any Selling Partner
is indebted to the Partnership for any loans made by the Partnership to him, and
the sale of any Selling Interest would result in either a complete termination
of such Selling Partner's interest in the Partnership, or would result in
aggregate loans to the Selling Partner being in excess of the loan value of such
Partner's interest in the Partnership as from

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<PAGE>

time to time established by the General Partner, then the following shall apply:

(a) The aggregate purchase price payable by the Partnership, if any,
to the Selling Partner, shall be reduced by an amount sufficient to repay the
Selling Partner's loans either entirely (in the case of a complete termination
of interest in the Partnership) or by an amount sufficient to reduce the amount
of the Selling Partner's loans to the amount of such loan value; and upon any
such purchase at such reduced purchase price, the amount of such reduction shall
be applied against the Selling Partner's outstanding loans, first to any
outstanding interest, then to principal.

(b) If the action of the Partnership under subsection 6.6(a) is
insufficient either to repay the Selling Partner's loans in full (in the case of
a complete termination of interest in the Partnership) or to reduce the Selling
Partner's loans to the amount of such loan value, the Partnership may require
the Selling Partner to pay over to the Partnership for application against the
Selling Partner's loans an amount equal to the amount of any such insufficiency.

(c) The General Partner may take such action other than or different
from that specified in subsections (a) and (b) above with respect to loans of a
Selling Partner as he shall deem proper.

Section 6.7. Purchase Price. For purposes of a purchase and sale under
this Article VI, each Selling Interest of a Selling Partner shall have a
purchase price equal to such amount as would be distributed thereon under
Section 3.10 if the Partnership were liquidated on the Sale Valuation Date.

Section 6.8. Absence of Liability of Partners. In the case of a purchase
of a Selling Interest by the Partnership, recourse on the Partnership's
obligation to pay the purchase price may be had only out of and against
Partnership property, and no Partner shall be personally liable therefor, nor
shall recourse thereon be had out of or against the separate property of any
Partner.

Section 6.9. Construction of "Purchase" and Other Terms. The "purchase" of
Units by the Partnership and the "payment" by the Partnership of a "purchase
price" pursuant to this Article VI shall be construed to mean a distribution by
the Partnership to a Limited Partner in exchange for all or part, as the case
may be, of his Partnership interest. The Selling Interest so "purchased" shall
not be an item of property in the hands of the Partnership. The "payment" by the
Partnership of the "purchase price" in the form of a transfer of property shall
be construed as a

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<PAGE>

distribution of property to a Limited Partner and not as a disposition of
property in satisfaction of a money obligation. The terms "purchase", "sale",
"payment", "purchase price" and the like, when used in reference to a
transaction under this Agreement between the Partnership and a Partner, are used
solely for convenience and ease of description. Such terms shall not be
construed to alter the nature of the transaction as being between the
Partnership and a Partner acting in his capacity as a Partner.

Section 6.10. Valuations. The General Partner shall, at the request of
any Partner, but no more often than semiannually, prepare and distribute to all
Partners, a valuation of the Partnership setting forth the fair market value
thereof.

ARTICLE VII
ADDITIONAL CONTRIBUTIONS

Section 7.1. At the discretion of the General Partner, the existing
Partners shall be permitted, but shall have no obligation, to make further
contributions to the Partnership. Such Partners shall be allocated such newly
issued Units by reason thereof as may be determined by the General Partner, such
Units being equivalent in fair market value to the fair market value of the
property so contributed. If the Units so allocated ("New Units") are equivalent
in fair market value to the fair market value on the date hereof of the then
existing Units the New Units shall rank on a par with the then existing Units.
If the New Units are not equivalent in fair market value to the fair market
value on the date hereof of Units of a like class, appropriate changes shall be
made in Sections 3.6, 3.9 and 3.10 of this Agreement to account for such
disparity in fair market values.

ARTICLE VIII
TERM OF THE PARTNERSHIP: WITHDRAWAL OF PARTNERS

Section 8.1. Term. The business and affairs of the Partnership shall be
continued in accordance with this Agreement and shall not cease to be conducted
until the date which is the earlier of:

(a) The thirtieth anniversary of the date of this Agreement.

(b) The date on which the Partners having two-thirds or more of the
aggregate capital accounts of all Partners shall elect to terminate the
Partnership.

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<PAGE>

(d) The sale or other disposition of substantially all of the property
belonging to the Partnership; provided, however, that, if such sale involves the
receipt by the Partnership of purchase money obligations, or of a lease under a
so-called "sale-leaseback" transaction, the Partnership shall not dissolve or
terminate prior to collection of such purchase money obligations or termination
of such lease, unless and until the General Partner elects to so terminate the
Partnership at any time after such sale.

Section 8.2. Withdrawal of Partners. (a) General Partner. The
retirement, death, disability, incompetency, bankruptcy or dissolution of a
General Partner shall be deemed a withdrawal (a "Withdrawal") by such General
Partner from his position as General Partner. Upon any Withdrawal by the sole
General Partner, the Partnership shall dissolve in accordance with the
provisions of the Act; provided, however, that the parties hereto hereby agree
that upon the Withdrawal of Jerold A. Hecktman as General Partner, the business
of the Partnership shall be continued and the Partnership shall be reconstituted
and that Ruth Hecktman shall become the new General Partner. Upon the refusal
or inability of Ruth Hecktman to serve, or the Withdrawal of Ruth Hecktman as
General Partner, then the Partnership shall dissolve in accordance with the
provisions of the Act; provided, however, that the business of the Partnership
may be continued and the Partnership shall be reconstituted upon the election of
Limited Partners holding a majority of Units held by all Limited Partners. If
the Partnership is continued in accordance with the preceding sentence, the
Limited Partners holding a majority of the interest in profits and losses held
by all Limited Partners shall designate a new General Partner or General
Partners. The legal representative or successor of a retired, deceased,
disabled, incompetent or dissolved General Partner shall continue in the
Partnership as an assignee under Section 19(3) of the Act, unless such legal
representative or successor advises the Partnership that he desires to become a
Limited Partner and the remaining or succeeding General Partner agrees that such
legal representative or successor may become an additional Limited Partner. The
provisions of this Section 8.2(a) shall be set forth in the Certificate of
Limited Partnership.

(b) Limited Partners. The retirement, death, disability,
incompetency, bankruptcy or dissolution (including, but not by way of
limitation, distributions by a trust to its beneficiaries in accordance with the
provisions of such trust) of a Limited Partner shall not dissolve the
Partnership and the legal representative or successor of such Limited Partner
shall

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<PAGE>

continue in the Partnership as an assignee under Section 19(3) of the Act,
unless such legal representative or successor advises the Partnership that he
desires to become a Limited Partner and the General Partner agrees that such
legal representative or successor may become a substituted Limited Partner.
Anything in this Section 8.2(b) to the contrary notwithstanding, beneficiaries
receiving distributions of Partnership interests from their trusts pursuant to
their terms shall become Limited Partners, as provided in Section 2.3.

Section 8.3. Liquidation. On termination of the Partnership, the General
Partner shall proceed to wind up the affairs of the Partnership, pay or provide
for all of the liabilities of the Partnership, and distribute the remaining
assets of the Partnership to the Partners in accordance with their respective
interests as herein provided. To the extent possible, loans receivable from
Partners shall be distributed to the Partners owing the same by matching the
same against loans payable by the Partnership.

ARTICLE IX

FINANCIAL STATEMENTS, ETC.

Section 9.1. Fiscal Year. The fiscal year of the Partnership shall end on
December 31 of each year unless otherwise determined by the General Partner.

Section 9.2. Financial Statements. The General Partner shall cause to be
prepared and distributed, not less than once each fiscal year, a financial
statement of the Partnership consisting of a balance sheet, income statement
and schedules showing the loan account of each Partner, cash distributions made
to the Partners, purchase price of Partnership Units as of the last day of the
fiscal year, computed as herein provided, and such other items as the General
Partner may select. Such financial statements may be audited or unaudited.

Section 9.3. Books and Records. The Partnership shall keep books and
records at its place of business, setting forth a true and accurate account of
all of the business transactions arising out of the conduct of the Partnership.
All Partners shall have at all times access to and the right to inspect the
Partnership's books and records.

Section 9.4. Tax Returns. The Partnership shall prepare and file all
necessary or appropriate tax returns.

Section 9.5. Accounting--Section 754 Election. The General Partner may
make or decline to make the adjustments provided

-15-
<PAGE>

in Section 754 of the Internal Revenue Code of 1954, as amended ("Code"). If
such election is in effect, accounting adjustments corresponding to the basis
adjustments prescribed by Sections 734 and 743 of the Code may be made by the
General Partner in consultation with the Accountants.

Section 9.6. Bank Accounts. Funds of the Partnership shall be used only
for Partnership purposes and shall be deposited in such accounts in banks or
other financial institutions as may be established from time to time by the
General Partner. Withdrawals shall be made by the General Partner pursuant to
his duties hereunder.

ARTICLE X

CERTAIN DEFINITIONS

The following terms shall have the following meanings herein:

Section 10.1. Partnership shall mean the limited partnership formed
pursuant to this Agreement.

Section 10.2. Partners shall mean the signatories hereto and any persons
hereafter admitted to the Partnership pursuant to the provisions of this
Agreement.

Section 10.3. Partnership Net Assets as of any date shall mean the sum of
Partnership assets less Partnership liabilities as of such date; securities
(including the Shares) and other property forming part of the Partnership assets
as of such date shall be valued at the market value thereof.

Section 10.4. Market Value (i) of securities as of any date shall mean:

(a) If such securities are traded over the counter, the lowest closing
bid price on such date.

(b) If such securities are traded on a recognized securities exchange,
the closing price on such date.

(c) If such securities are traded neither over the counter nor on a
recognized securities exchange, the value shall be determined by the General
Partner.

(ii) of any other assets shall be as determined by the General Partner.

-16-
<PAGE>

The fair market value of securities or other assets shall be deemed to be
their "Market Value" as determined under this Section 10.4.

Section 10.5. Sale Valuation Date shall mean the date of closing of a
purchase and sale of Units under Article VI.

Section 10.6. Shares shall mean (i) the shares of Common Stock of United,
par value $0.10 per share, contributed to the Partnership by the Partners, and
(ii) any other shares or securities received with respect thereto or in exchange
therefor. Wherever in the Agreement reference is made to, or allocations or
distributions are required to be made with respect to, specific numbers of
Shares, such numbers shall be equitably adjusted to take into account any stock
split, stock dividend, combination, reverse stock split or other change in the
outstanding capital stock of United or any successor issuer.

Section 10.7. "Accountant" means the certified public accountants, if any,
regularly engaged by the Partnership, or as may, from time to time, be selected
by the General Partner.

Section 10.8. "Person" means, in addition to natural persons, where
appropriate, corporations, partnerships, trusts, estates, associations,
governments and governmental units and agencies.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1. Certain Warranties.

(a) Each Partner, by execution and delivery of this Agreement,
represents, warrants and agrees with each other Partner that (i) he is acquiring
his Partnership interest solely for his own account for the purpose of
investment and not for or with a view to distribution hereof; (ii) he has had
free access to all documents, information, books and records as he has deemed
necessary to apprise himself of the matters with which this Agreement is
concerned; and (iii) he understands that the Partnership interests have not been
registered under the Securities Act of 1933, as amended, or under the blue sky
laws of any state, nor will such interests be registered.

(b) The parties recognize that the Units are not traded over-the-
counter or on a national securities exchange or any other market.
Notwithstanding the uncertainty inherent in valuing securities for which no
market exists, the parties intend and believe that the respective fair market
values, at the time

-17-
<PAGE>

of contribution, of the Shares contributed to the Partnership and of the Units
issued in exchange therefor, are equal. In order to assure such equality, it is
agreed that any determination as to such relative values as of such time made by
the United States Securities and Exchange Commission, the Illinois Securities
Commissioner, or any other agency or instrumentality of the United States or of
any state shall be binding on all parties hereto. In the event that any such
governmental agency or instrumentality shall determine that the respective
values of the Shares contributed to the Partnership and of each Unit issued in
exchange therefor are not equal, the number of Units issued with respect to each
Share shall be increased or decreased nunc pro tunc as of the date of
contribution to a number (including fractional numbers) which shall cause the
fair market value of the number of Units issued with respect to each Share to be
equal to the value of such Shares as of the date of contribution. Such increase
or decrease shall require redeterminations of rights and duties as to
allocations and distributions made during the period from and after the date of
this Agreement to the time such increase or decrease is determined.

Section 11.2. Indemnity. The Partnership hereby agrees to indemnify and
hold harmless each person who is or may hereafter serve as General Partner from
any and all claims, damages, liabilities, losses and expenses (including
attorney's fees) arising out of his acts as General Partner, except acts or
omissions constituting willful misconduct or gross negligence.

Section 11.3. Severability. If any portion of this Agreement shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect the remaining valid and enforceable portions of this Agreement which
shall continue in full force and effect.

Section 11.4. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the heirs, personal representatives,
successors and assigns of the parties hereto, subject to all of the terms and
conditions hereof. This Section 11.4 shall not be construed to permit transfers
of interests not otherwise permitted hereunder.

Section 11.5. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall constitute one Agreement. The signature pages
of such counterparts may be detached therefrom after execution of this Agreement
and attached to one counterpart.

-18-
<PAGE>

Section 11.6. Filings, etc. Any filing or recordation required to be made
under applicable law with any governmental agency or official on behalf of or
with respect to the Partnership may be signed by the General Partner. A
Certificate of Limited Partnership within the meaning of the Act will be
prepared following the execution and delivery of this Agreement. The initial
General Partner will cause such Certificate to be filed and recorded in the
office of the Recorder of Deeds of Cook County, Illinois, and, to the extent
required by local law, in the appropriate place in each state in which the
Partnership may hereafter establish a place of business. The General Partners
shall also cause to be filed, recorded and published, such statements, notices,
certificates, or other instruments as may be required by any provision of any
applicable law which governs the formation of the Partnership or the conduct of
its business from time to time.

Section 11.7. Illinois Personal Property Tax Replacement Income Tax. Each
Partner shall be responsible to the Partnership for that portion of any Illinois
Personal Property Tax Replacement Income Tax ("Replacement Tax") imposed upon
the Partnership which is attributable to the net profit of the Partnership
allocable to such Partner, as determined in accordance herewith. In addition, a
special distribution, to be charged against capital accounts, shall be made,
within a reasonable time after the close of the Partnership's taxable year, to
those Partners who, in their separate capacities, are subject to such tax, and
shall be made in the respective amounts of the Replacement Tax not imposed on
the Partnership by reason of such Partner's membership in the Partnership.

Section 11.8. Notices. All notices permitted or required hereunder shall
be in writing and shall be addressed to the Partners at their respective
addresses appearing on the Partnership's books. Notices sent by mail shall be
deemed to have been given three (3) days after deposit in the U.S. mails.
(Notices hand-delivered shall be deemed to have been served when so delivered.)

Section 11.9. Gender and Number. Despite the gender and number of any
word used herein, such word shall import the masculine, feminine, neuter,
singular and plural, as may be reasonably inferred from the context.

Section 11.10 Power of Attorney. Each of the undersigned and each person
who becomes a Partner does hereby constitute and appoint the General Partner,
under and pursuant to this Agreement as it may be amended from time to time,
with full power of substitution, to be his true and lawful attorney in fact, at
any time and from time to time, with full power of substitution, to make,
execute, sign, acknowledge, deliver, file, record, amend or

-19-
<PAGE>

cancel any and all instruments, documents and certificates, including without
limitation, certificates of limited partnership and certificates for conducting
business under an assumed name and such other instruments as may be required by
or under law in connection with the formation, existence, operation or
termination of, or the business to be conducted by, the Partnership. The
parties agree that the foregoing power of attorney is coupled with an interest
and shall be irrevocable during the term of the Partnership and shall continue
notwithstanding the death, dissolution or incompetence of any party giving such
power of attorney.

Section 11.11. Amendments. No change, amendment or modification of this
Agreement shall be valid unless the same shall be in writing and signed by all
parties. No waiver of any provision hereof shall be valid unless in writing and
signed by the party to be charged.

Section 11.12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, including the
Act.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first set forth above.

- ----------------------------- ------------------------------
Jerold A. Hecktman Ruth Hecktman

- ----------------------------- ------------------------------
Jerold A. Hecktman, as Jerold A. Hecktman, as
Custodian for Bruce Hecktman Custodian for Adam Hecktman

- ----------------------------- ------------------------------
Melvin L. Hecktman, as co- Judith Hecktman, as co-trustee
trustee of the trusts listed of the trusts listed on
on Exhibit A as Nos. 1-14 Exhibit A as Nos. 1-14

-20-
<PAGE>

EXHIBIT A
TO
JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP

1. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Adam Trust #1 U/A Adam J.
Hecktman Irrevocable Trust dated 8/12/80

2. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Adam Trust #2 U/A Adam J.
Hecktman Irrevocable Trust dated 8/12/80

3. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Adam Trust #3 U/A Adam J.
Hecktman Irrevocable Trust dated 8/12/80

4. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Adam Trust #4 U/A Adam J.
Hecktman Irrevocable Trust dated 8/12/80

5. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Adam Trust #5 U/A Adam J.
Hecktman Irrevocable Trust dated 8/12/80

6. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Trust #1 U/A Adam J. Hecktman
Children's Trust dated 8/12/80

7. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Trust #2 U/A Adam J. Hecktman
Children's Trust dated 8/12/80

8. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Bruce Trust #1 U/A Bruce D.
Hecktman Irrevocable Trust dated 8/12/80

9. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Trust #2 U/A Bruce D.
Hecktman Irrevocable Trust dated 8/12/80

10. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Bruce Trust #3 U/A Bruce D.
Hecktman Irrevocable Trust dated 8/12/80

11. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Trust #4 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

12. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Bruce Trust #5 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

-21-
<PAGE>

13. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Trust #1 U/A Bruce D. Hecktman
Children Trust dated 8/12/80

14. Melvin L. Hecktman and Judith Hecktman, as
Trustees of Trust #2 U/A Bruce D. Hecktman
Children Trust dated 8/12/80

-22-
<PAGE>

AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP FOR
JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP

This Amendment No. 1 dated as of December 31, 1983 ("Amendment") to
Agreement of Limited Partnership dated September 19, 1983 ("Original Agreement")
is entered into by and among the parties hereto.

RECITALS

The parties entered into the Original Agreement and desire to amend the
Original Agreement as herein specified.

All terms defined in the Original Agreement shall have the same meanings
below as therein.

NOW, THEREFORE, for good and valuable consideration the parties agree as
follows:

1. Amendment to Article III

Article III is hereby amended as follows:

a) The following is inserted at the end of Section 3.4:

In the event that the Partnership shall sell Units in HW Associates to
HW Associates for cash and to fund such payment HW Associates shall
sell Shares originally contributed by any Partners to the Partnership
and thereafter to HW Associates, the gain and loss which is allocated
to the Partnership on the sale of such Shares by HW Associates shall
be allocated among the Partners as though such Shares had been sold by
the Partnership and the gain or loss allocated in accordance with
Section 704(c)(2) of the Internal Revenue Code of 1954 as amended.

b) There shall be inserted at the end of Article III the following new
Section 3.12:

The General Partner may, upon the advice of the Accountants, make
different allocations of ordinary income and loss and capital gain and
loss from that

<PAGE>

provided for above so as to give substantial economic effect to any particular
transaction.

2. Amendment to Article IX

Article IX is hereby amended by adding at the end of Section 9.2 the
following:

Such financial statement shall be prepared on such basis as the
General Partner shall deem appropriate.

IN WITNESS WHEREOF, the undersigned have heretofore set their hands as of
the date first written above.

- ------------------------------ ------------------------------
Jerold A. Hecktman Ruth Hecktman

- ------------------------------ ------------------------------
Jerold A. Hecktman, Jerold A. Hecktman,
as custodian for as custodian for
Bruce Hecktman Adam Hecktman

- ------------------------------ ------------------------------
Melvin L. Hecktman, Judith Hecktman, as
as co-trustee of the co-trustee of the trusts
trusts listed on Exhibit A listed on Exhibit A as
as Nos. 1-14 Nos. 1-14

-2-
<PAGE>

EXHIBIT B
TO
JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP

<TABLE>
<CAPTION>
PERCENTAGE
FAIR MARKET INTEREST IN FAIR MARKET
NO. OF SHARES VALUE OF 1701 PARTNERSHIP, IF ANY, VALUE OF
PARTNERS CONTRIBUTED SHARES CONTRIBUTED 1701 INTERESTS UNITS
- -------- ------------- ------------- ------------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Jerold A. Hecktman 210,288 $6,228,730.56 -0- $ 6228.73056

Ruth Hecktman 22,400 $ 663,488.00 -0- -0- 663.48800

Jerold A. Hecktman, as 34,200 $1,013,004.00 -0- -0- 1013.00400
custodian for Bruce
Hecktman

Jerold A. Hecktman, as 34,200 $1,013,004.00 -0- -0- 1013.00400
custodian for Adam
Hecktman

Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Adam Trust
#1 U/A Adam J.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Adam Trust
#2 U/A Adam J.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Adam Trust
#3 U/A Adam J.
Hecktman Irrevocable
Trust dated 8/12/80

</TABLE>

<PAGE>

EXHIBIT B
TO
JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP (Cont'd.)

PERCENTAGE
FAIR MARKET INTEREST IN FAIR MARKET
NO. OF SHARES VALUE OF 1701 PARTNERSHIP, IF ANY, VALUE OF
PARTNERS CONTRIBUTED SHARES CONTRIBUTED 1701 INTERESTS UNITS
- -------- ------------- ------------- ------------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Adam Trust
#4 U/A Adam J.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Adam Trust
#5 U/A Adam J.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 24,288 $ 719,410.56 1.251695019 $ 70,071.85 789.48241
Judith Hecktman, as
Trustees of Trust #1
U/A Adam J. Hecktman
Children's Trust dated
8/12/80

Melvin L. Hecktman and 24,288 $ 719,410.56 1.251695019 $ 70,071.84 789.48240
Judith Hecktman, as
Trustees of Trust #2
U/A Adam J. Hecktman
Children's Trust dated
8/12/80
</TABLE>

-2-
<PAGE>

EXHIBIT B
TO
JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP (Cont'd.)
<TABLE>
<CAPTION>
PERCENTAGE
FAIR MARKET INTEREST IN FAIR MARKET
NO. OF SHARES VALUE OF 1701 PARTNERSHIP, IF ANY, VALUE OF
PARTNERS CONTRIBUTED SHARES CONTRIBUTED 1701 INTERESTS UNITS
- -------- ------------- ------------- ------------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Bruce
Trust #1 U/A Bruce D.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Bruce
Trust #2 U/A Bruce D.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Bruce
Trust #3 U/A Bruce D.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Bruce
Trust #4 U/A Bruce D.
Hecktman Irrevocable
Trust dated 8/12/80
</TABLE>

-3-
<PAGE>

EXHIBIT B
TO
JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP (Cont'd.)
<TABLE>
<CAPTION>
PERCENTAGE
FAIR MARKET INTEREST IN FAIR MARKET
NO. OF SHARES VALUE OF 1701 PARTNERSHIP, IF ANY, VALUE OF
PARTNERS CONTRIBUTED SHARES CONTRIBUTED 1701 INTERESTS UNITS
- -------- ------------- ------------- ------------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Melvin L. Hecktman and 38,860 $1,151,033.20 2.008277266 $112,426.50 1263.45970
Judith Hecktman, as
Trustees of Bruce
Trust #5 U/A Bruce D.
Hecktman Irrevocable
Trust dated 8/12/80

Melvin L. Hecktman and 24,288 $ 719,410.56 1.251695019 $ 70,071.85 789.48241
Judith Hecktman, as
Trustees of Trust #1
U/A Bruce D. Hecktman
Children's Trust dated
8/12/80

Melvin L. Hecktman and 24,288 $ 719,410.56 1.251695019 $ 70,071.84 789.48240
Judith Hecktman, as
Trustees of Trust #2
U/A Bruce D. Hecktman
Children's Trust dated
8/12/80
</TABLE>

-4-
<PAGE>

This instrument prepared by and
after recording return to:
Arthur W. Brown, Jr., Esquire
Altheimer & Gray
333 W. Wacker Drive, Suite 2600
Chicago, Illinois 60606

AMENDMENT #1 TO AGREEMENT OF LIMITED PARTNERSHIP
AND AMENDMENT #2 TO CERTIFICATE OF LIMITED PARTNERSHIP
FOR JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP,
AN ILLINOIS LIMITED PARTNERSHIP

This Amendment ("Amendment") is made as of the 14th day of November, 1985
by and among the parties whose signatures appear at the end of this Amendment
(such parties, together with such other parties who become parties hereto after
the date hereof in accordance with the terms hereof are herein referred to
collectively as "Partners" and individually as "Partner"; additionally, the
party whose signature appears under the caption "General Partner" is herein
sometimes referred to as "General Partner" and the parties whose signatures
appear under the caption "Limited Partners" are herein sometimes referred to
collectively as "Limited Partners").

RECITALS:

The Partners formed an Illinois limited partnership known as Jerold A.
Hecktman Family Investment Partnership (the "Partnership") pursuant to that
Agreement of Limited Partnership for Jerold A. Hecktman Family Investment
Partnership dated September 19, 1983 ("Agreement") and that certain Certificate
of Limited Partnership for Jerold A. Hecktman Family Investment Partnership, as
amended by Amendment #1 to Certificate of Limited Partnership, both dated as of
September 19, 1983 (such Certificate, as amended, being herein called the
"Certificate"). Except as otherwise specifically defined herein, all
capitalized terms used herein shall have the meanings set forth in the
Agreement.

The Partnership is a partner in HW Associates, an Illinois general
partnership ("HW") pursuant to the Agreement of Partnership for HW Associates,
dated as of September 19, 1983, as amended (the "Agreement"). Pursuant to the
Agreement, the Partnership had contributed all of its Shares to HW as a capital
contribution. A portion of such Shares has, as of November 13, 1985, been
distributed to the Partnership by HW in partial liquidation thereof.

The parties hereto desire to amend the Agreement and the Certificate to
provide for the distribution in partial liquidation of the Partnership of a
portion of such Shares received from HW to certain of the Partners, for the sale
by the Partnership of the remaining Shares, and for appropriate allocation of
gain and

<PAGE>

reallocation of Units among the Partners in connection therewith, all in
accordance to the terms and conditions set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

1. The Partnership shall distribute to the following Partners (the
"Selling Partners") listed below the number of Shares set forth opposite each
such Selling Partner's name:

<TABLE>
<CAPTION>
Selling Partners Number of Shares Distributed
---------------- ----------------------------
<S> <C>
Jerold A. Hecktman 58,975
Ruth Hecktman 6,282
Jerold A. Hecktman, as 9,591
custodian for Bruce
Hecktman under the
Uniform Gifts to
Minors Act
Jerold A. Hecktman, as 9,591
custodian for Adam
Hecktman under the
Uniform Gifts to
Minors Act
</TABLE>

2. Each Share so distributed shall be deemed to have a fair market value
as of the date hereof of $21.75 per Share. In connection with such distribution,
the number of Units (as defined in the Agreement) allocated to each such Partner
shall be reduced by an amount equal to 1 Unit for every $1,000 of Shares
distributed. Accordingly, from and as of the date hereof, the number of Units
deemed to be allocated to each of the Selling Partners to whom Shares are being
distributed are as follows:

Selling Partners Units
---------------- -----
<S> <C>
Jerold A. Hecktman 7,504.61351
Ruth Hecktman 839.51207
Jerold A. Hecktman, as 1,278.76183
custodian for Bruce
Hecktman under the
Uniform Gifts to
Minors Act
Jerold A. Hecktman, as 1,278.76183
custodian for Adam
Hecktman under the
Uniform Gifts to
Minors Act
</TABLE>

-2-
<PAGE>

3. The Certificate is hereby amended by deleting Exhibit A thereto in its
entirety, and substituting in lieu thereof the Exhibit A attached hereto.

4. The Agreement is hereby amended by deleting Exhibit B thereto in its
entirety, and substituting in lieu thereof the Exhibit B attached hereto.

5. The General Partner has determined that the Partnership shall sell
the remaining 149,527 shares held by the Partnership in connection with a
contemplated public offering thereof. Subject to appropriate adjustment and
allocation of gain in respect of "pre-contribution variation", as defined in,
and pursuant to, Section 3.5 of the Agreement, with respect to any of the Shares
sold by the Partnership, gain from such sale shall be allocated to all Partners
who are not Selling Partners ("Non-Selling Partners") pro rata in accordance
with the percentage each such Non-Selling Partner's Units comprises of the
total number of Units allocated to Non-Selling Partners. The date and price of
such sale shall be determined by the General Partner, and the General Partner
may determine not to proceed with any such sale if, in the General Partner's
judgment, such sale would not be in the best interests of the Partnership.

6. All ordinary income of the Partnership earned on or after November 14,
1985 shall be allocated among the Partners pro rata in accordance with their
Units as such Units have been reallocated in accordance with this Amendment.

7. This Amendment shall be effective on the date, and as of the time, this
Amendment is filed in the office of the Recorder of Deeds in the county in
which the principal office of the Partnership is located.

8. It is hereby agreed by and among the Partners that this instrument
shall be deemed and treated for all purposes and in all manner and respects as
an Amendment to the Agreement and to the Certificate. It is further agreed by
and among the Partners that, except as amended hereby, the Agreement and the
Certificate are in all respects ratified and confirmed and the terms and
provisions thereof shall remain in full force and effect.

9. This Amendment shall be binding upon the Partners and their respective
heirs, legal representatives, successors, and, to the extent permitted in the
Agreement, assigns.

10. This instrument may be executed in multiple counterparts, each of
which shall constitute an original and all of which taken together shall
constitute a single instrument.

-3-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this instrument and
multiple counterparts as of the date first set forth above.

General Partner: Limited Partners:
--------------- ----------------

- ------------------------------- ----------------------------------
Jerold A. Hecktman Ruth Hecktman

----------------------------------
Jerold A. Hecktman, as
custodian for Bruce Hecktman

----------------------------------
Jerold A. Hecktman, as
custodian for Adam Hecktman

----------------------------------
Melvin L. Hecktman as
co-trustee of the trusts
listed on Exhibit A
as Nos. 1-14

----------------------------------
Judith Hecktman as co-trustee
of the trusts listed on
Exhibit A as Nos. 1-14

-4-
<PAGE>

AMENDMENT NO. 3 TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP
------------------------------------------------

THIS AMENDMENT ("Amendment") is made as of the 1st day of July, 1989 by and
among the parties whose signatures appear at the end of this Amendment (such
parties are herein referred to collectively as "Partners" and individually as a
"Partner").

R E C I T A L S:
---------------

A. The Partners formed an Illinois limited partnership known as Jerold A.
Hecktman Family Investment Partnership (the "Partnership") pursuant to that
certain Agreement of Limited Partnership for Jerold A. Hecktman Family
Investment Partnership dated September 19, 1983. Said Agreement of Limited
Partnership was amended by Amendment No. 1 to Agreement of Limited Partnership
dated as of December 31, 1983. Said Agreement of Limited Partnership was again
amended by that certain Amendment No. 2 to Agreement of Limited Partnership
dated as of November 14, 1985 (said Agreement of Limited Partnership, as so
amended, being herein referred to as the "Agreement"). Except as otherwise
specifically defined herein, all capitalized terms used herein shall have the
meanings set forth in the Agreement.

B. The parties hereto desire to amend the Agreement to update certain
information contained in the Agreement.

A G R E E M E N T:
-----------------

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

1. The first sentence of Section 2.3 of the Agreement is hereby amended
and restated to read as follows:

"The Limited Partners shall be Ruth
Hecktman (until appointed General
Partner pursuant to Section 8.2
hereof), Bruce Hecktman, Adam Hecktman,
each of the trusts described in Exhibit A
hereto, and, at such time as a Transfer
(as defined in Section 5.1) shall be made
by any of such trusts to the beneficiaries
thereof pursuant to the provisions of their
respective trust agreements, the
beneficiaries of such trusts."

2. The Agreement is hereby amended by deleting Exhibit A thereto in its
entirety and substituting in lieu thereof the Exhibit A attached hereto.

3. Section 3.3 of the Agreement is hereby amended by adding the following
sentence at the end of said Section:

<PAGE>

"As of July 1, 1989, each Partner's
respective interest in the Shares owned
by the Partnership and in the Partnership
is as set forth opposite his name on
Exhibit C hereto."

4. The Agreement is hereby amended by adding thereto Exhibit C in the
form of Exhibit C attached hereto.

5. Except as amended hereby, the Agreement is, in all respects, ratified
and confirmed, and the terms and provisions thereof shall remain in full force
and effect.

6. This Amendment shall be binding upon the Partners and their respective
heirs, legal representatives, successors and, to the extent permitted in the
Agreement, assigns.

7. This Amendment may be executed in multiple counterparts, each of which
shall constitute an original, and all of which taken together shall constitute a
single instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

General Partner: Limited Partners:
--------------- ----------------

- -------------------------------- ----------------------------------
Jerold A. Hecktman Ruth Hecktman

----------------------------------
Bruce Hecktman

----------------------------------
Adam Hecktman

----------------------------------
Melvin L. Hecktman as co-trustee
of the trusts listed on Exhibit
A as Nos. 1-14

----------------------------------
Judith Hecktman as co-trustee of
the trusts listed on Exhibit A
as Nos. 1-14

-2-
<PAGE>

EXHIBIT A
---------

TRUSTS WHICH ARE LIMITED PARTNERS

1. Melvin L. Hecktman and Judith
Hecktman as Trustees of Adam
Trust #1 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

2. Melvin L. Hecktman and Judith
Hecktman as Trustees of Adam
Trust #2 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

3. Melvin L. Hecktman and Judith
Hecktman as Trustees of Adam
Trust #3 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

4. Melvin L. Hecktman and Judith
Hecktman as Trustees of Adam
Trust #4 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

5. Melvin L. Hecktman and Judith
Hecktman as Trustees of Adam
Trust #5 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

6. Melvin L. Hecktman and Judith
Hecktman as Trustees of Trust #1
U/A Adam J. Hecktman Children's
Trust dated 8/12/80

7. Melvin L. Hecktman and Judith
Hecktman as Trustees of Trust #2
U/A Adam J. Hecktman Children's
Trust dated 8/12/80

8. Melvin L. Hecktman and Judith
Hecktman as Trustees of Bruce
Trust #1 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

9. Melvin L. Hecktman and Judith
Hecktman as Trustees of Bruce
Trust #2 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

10. Melvin L. Hecktman and Judith
Hecktman as Trustees of Bruce
Trust #3 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

11. Melvin L. Hecktman and Judith
Hecktman as Trustees of Bruce
Trust #4 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

A-1
<PAGE>

12. Melvin L. Hecktman and Judith
Hecktman as Trustees of Bruce
Trust #5 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

13. Melvin L. Hecktman and Judith
Hecktman as Trustees of Trust #1
U/A Bruce D. Hecktman Children's
Trust dated 8/12/80

14. Melvin L. Hecktman and Judith
Hecktman as Trustees of Trust #2
U/A Bruce D. Hecktman Children's
Trust dated 8/12/80

A-2
<PAGE>

EXHIBIT C
---------

PARTNERS' INTERESTS IN PARTNERSHIP
<TABLE>
<CAPTION>

PARTNERS INTEREST IN OWNERSHIP
- -------- SHARES AFTER PERCENTAGE
AMENDMENT AS OF 6/30/89
------------ -------------
<S> <C> <C>
Jerold A. Hecktman 231,367 23.1496594%

Ruth Hecktman 19,947 2.1417254%

Adam J. Hecktman 14,310 3.3418811%

Bruce D. Hecktman 17,594 2.7235052%

Melvin L. Hecktman and Judith 65,758 5.4917090%
Hecktman as Trustees of Adam
Trust #1 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,758 5.4917090%
Hecktman as Trustees of Adam
Trust #2 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,757 5.4917090%
Hecktman as Trustees of Adam
Trust #3 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,757 5.4917090%
Hecktman as Trustees of Adam
Trust #4 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,757 5.4917117%
Hecktman as Trustees of Adam
Trust #5 U/A Adam J. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 41,101 3.4315248%
Hecktman as Trustees of
Trust #1 U/A Adam J. Hecktman
Children's Trust dated 8/12/80

Melvin L. Hecktman and Judith 41,101 3.4315275%
Hecktman as Trustees of
Trust #2 U/A Adam J. Hecktman
Children's Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,758 5.4917117%
Hecktman as Trustees of Bruce
Trust #1 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,757 5.4917145%
Hecktman as Trustees of Bruce
Trust #2 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

</TABLE>

C-1
<PAGE>

Melvin L. Hecktman and Judith 65,757 5.4917117%
Hecktman as Trustees of Bruce
Trust #3 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,757 5.4917117%
Hecktman as Trustees of Bruce
Trust #4 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 65,757 5.4917145%
Hecktman as Trustees of Bruce
Trust #5 U/A Bruce D. Hecktman
Irrevocable Trust dated 8/12/80

Melvin L. Hecktman and Judith 41,101 3.4315334%
Hecktman as Trustees of
Trust #1 U/A Bruce D. Hecktman
Children's Trust dated 8/12/80

Melvin L. Hecktman and Judith 41,101 3.4315307%
Hecktman as Trustees of
Trust #2 U/A Bruce D. Hecktman
Children's Trust dated 8/12/80
--------- -----------
1,105,195 99.9999993%

C-2