EXHIBIT 2.2

                                AGREEMENT BETWEEN
                   SCHONATH, KESTLY, BANDO & McGLOCKLIN, INC.
                           AND BANDO McGLOCKLIN SMALL
                          BUSINESS LENDING CORPORATION

         THIS AGREEMENT made as of this 13th day of July, 1998 between SCHONATH,
KESTLY,  BANDO & McGLOCKLIN,  INC., a Wisconsin  corporation  ("SKBM") and BANDO
McGLOCKLIN SMALL BUSINESS LENDING CORPORATION ("BMSBLC").

                              W I T N E S S E T H :

         WHEREAS, SKBM is a party to a certain Advisory Agreement (the "Advisory
Agreement"),  dated the 28th day of April,  1986,  whereby  SKBM was  engaged to
manage the investments of Bishops Wood I, a Real Estate  Investment  Corporation
(now known as Bando McGlocklin Real Estate  Investment  Corporation  ("BMREIC"))
for certain management fees described therein; and

         WHEREAS,  BMREIC is to be merged into BMSBLC  pursuant to an  Agreement
and Plan of Merger,  dated April 1, 1998 (such merger  being  herein  called the
"Merger"); and

         WHEREAS,  the parties  hereto  wish to provide for the  purchase of all
SKBM's  rights  under  the  Advisory  Agreement  by  BMSBLC  upon the  terms and
conditions specified herein.

         NOW,   THEREFORE,   in   consideration  of  the  premises  and  of  the
consideration  provided  for  herein,  the  parties  hereto do  hereby  agree as
follows:

         1. PURCHASE AND SALE.

         Subject to the conditions herein specified,  SKBM hereby agrees to sell
to BMSBLC,  and BMSBLC hereby agrees to purchase from SKBM, all of SKBM's right,
title and interest  under the Advisory  Agreement for a total  purchase price of
$555,379, payable in cash.

         2. CONDITIONS TO PURCHASE.

         The  obligation  of BMSBLC to consummate  the purchase  provided for in
Section  1 hereof  is  subject  to the  conditions  that (i) the  Merger be made
effective;  (ii) the Board of Directors of BMSBLC  approve  such  purchase;  and
(iii) that all approvals of such  transaction  from lenders to BMSBLC shall have
been obtained.





         3. CLOSING.

         Immediately  after the  satisfaction of the conditions  provided for in
Section 2, SKBM shall  execute  and deliver an  assignment  to BMSBLC of all its
rights under the Advisory  Agreement  and BMSBLC shall deliver its check to SKBM
for the purchase price.

         Dated as of the date first above written.

                                           SCHONATH, KESTLY BANDO &
                                              McGLOCKLIN, INC.



                                           By:  /s/           
                                               President



                                           BANDO McGLOCKLIN SMALL
                                              BUSINESS LENDING CORPORATION



                                           By: /s/                         
                                               President