MANATRON INC
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<TITLE>Eenhoorn-Ramblewood Offer</TITLE>
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<P ALIGN="RIGHT"><B>EXHIBIT 10.29</B><P>

<CENTER><B><U>OFFER</U> <U>TO</U> <U>PURCHASE</U></B></CENTER>
<P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <B>THIS OFFER TO PURCHASE </B>("<B>Offer</B>") is made as of April 30, 1999,
by MANATRON, INC., a Michigan corporation, of 2970 South 9<SUP>th</SUP> Street, Kalamazoo, Michigan
49009 ("<B>Buyer</B>"), to NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, One National City
Parkway, Kalamazoo, Michigan 49009 ("<B>Seller</B>"), and shall remain effective until __________
__, 1999. Upon acceptance by Seller, it shall constitute a binding purchase agreement
("<B>Agreement</B>").<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Buyer offers to purchase from Seller, on the terms and subject to the conditions in
this Offer, that portion of the building at 510 East Milham Road, Portage, Michigan which is
located on the land legally described on <B>Exhibit A</B> attached hereto, together with all
improvements, fixtures, and equipment associated therewith ("<B>Building</B>") and all of Seller's right,
title and interest in and to the real estate legally described on <B>Exhibit B</B> attached hereto ("<B>Real
Estate</B>"), which interests in the Real Estate are evidenced by and described in: <P>

<BLOCKQUOTE>
(i) Land Lease Agreement ("<B>Land Lease</B>") dated May 15, 1967, between
James S. Gilmore, Jr. and Diana F. Gilmore (the "<B>Gilmores</B>") as lessor and
American National Bank and Trust Co. of Michigan, now known as Old
Kent Bank ("<B>Old Kent</B>") and Seller (formerly known as First National
Bank and Trust Company of Kalamazoo) as lessees; <P>

(ii) Addendum to Land Lease between the Gilmores as lessor and Old Kent
and Seller as lessees dated August 27, 1980; <P>

(iii) Agreement between Seller (formerly known as First National Bank and
Trust Company of Kalamazoo) and Old Kent dated December 26, 1979;
and <P>

(iv) Co-Tenancy Agreement between Seller (formerly known as First
National Bank and Trust Company of Kalamazoo) and Old Kent dated
March 10,1980.  <P>
</BLOCKQUOTE>

Items (i) and (ii) in the previous sentence are collectively referred to herein as the "<B>Land Lease</B>"
and items (iii) and (iv) are collectively referred to herein as the "<B>Co-Tenancy Agreement</B>."  The
Building and the Real Estate are collectively referred to herein as the "<B>Premises</B>".  The sale and
purchase contemplated by this Offer shall also include those items of personal property listed on
<B>Exhibit C</B> attached to this Offer ("<B>Personal Property</B>"). The Premises and Personal Property are
collectively referred to herein as the "<B>Property</B>". Buyer shall not assume any liabilities of Seller,
except as expressly described below.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 1.&nbsp; &nbsp; &nbsp; &nbsp;<B>Purchase Price.</B>&nbsp;&nbsp;The purchase price for the Property shall be <B>One Million One
Hundred Eighty-One Thousand Dollars ($1,181,000)</B> ("<B>Purchase Price</B>"), payable at closing.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 2.&nbsp; &nbsp; &nbsp; &nbsp;<B>Deposit; Default.</B><P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;Upon acceptance of this Offer by Seller, Buyer shall deposit with
Seller an earnest money deposit of Twenty-Five Thousand Dollars ($25,000)
("<B>Deposit</B>"), to be held under the terms and conditions of this Offer.  If Seller
accepts this Offer and the purchase and sale contemplated by this Offer are closed,
</BLOCKQUOTE>
<BR>
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<HR SIZE="4" NOSHADE>
<BR>

<BLOCKQUOTE>
the Deposit shall be applied to the Purchase Price at closing. If Seller rejects this
Offer or Buyer terminates this Agreement pursuant to any termination right granted
by this Agreement, the Deposit shall be promptly returned to Buyer. <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;If Buyer defaults in its obligations under this Agreement so that the
sale and purchase  contemplated under this Agreement is not consummated, then
as Seller's sole remedy Seller may terminate this Agreement by notice to Buyer,
the Deposit shall be paid to Seller as liquidated damages, and neither party shall
have any further liability to the other. <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp;If Seller defaults in its obligations under this Agreement so that the
sale and purchase contemplated under this Agreement is not consummated, then
Buyer may terminate this Agreement by notice to Seller, the Deposit shall be
promptly returned to Buyer and Seller shall reimburse Buyer for Buyer's actual
out-of-pocket expenses incurred in connection with this transaction up to a
maximum of $25,000, and neither party shall have any further liability to the
other.<P>
</BLOCKQUOTE>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 3.&nbsp; &nbsp; &nbsp; &nbsp;<B>Co-Tenant's Right of First Refusal</B>.  Buyer and Seller acknowledge that under
the terms of the Co-Tenancy Agreement, Old Kent has a right of first refusal to purchase the
Premises for 30 days after Seller's receipt of this Offer.  Seller shall immediately notify Old Kent
in writing of the terms of this Offer (or, at Seller's option, provide to Old Kent a copy of this
Offer) and shall provide a copy of the written notice to Buyer. Seller shall also promptly provide
to Buyer a copy of Old Kent's decision whether or not to exercise its right of first refusal.  If Old
Kent determines to purchase the Premises, this Agreement between Buyer and Seller shall
terminate, Buyer shall be promptly returned its Deposit and neither party shall have any further
liability to the other.  If Old Kent elects not to purchase the Premises or fails to respond to Seller's
notice within the 30-day period provided in the Co-Tenancy Agreement (the "<B>Right-of-First-Refusal Period</B>") the parties shall proceed to closing under the terms and conditions of the
Agreement.  The date Buyer receives written notice that Old Kent has elected not to purchase the
Premises, or if Old Kent fails to respond, the last day of the Right-of-First-Refusal Period, shall
be referred to in this Agreement as the "Effective Date."<P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 4.&nbsp; &nbsp; &nbsp; &nbsp;<B>Title.</B><P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;Seller shall transfer all of its right, title, and interest in and to the
Premises to Buyer subject only to the matters listed in Exhibit D attached
("<B>Permitted Encumbrances</B>").<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;Seller shall transfer good and marketable title to the Personal
Property to Buyer by a bill of sale containing full warranties of title and warranties
against liens and encumbrances, subject only to the Permitted Encumbrances and
being in the form of <B>Exhibit E</B> attached hereto and made a part hereof ("<B>Bill of
Sale</B>").<P>
</BLOCKQUOTE>
<BR>
<BR>
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&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 5.<P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;<B>Buyer's Due Diligence</B>.  Buyer shall have a period of forty-five (45)
days following the Effective Date ("<B>Contingency Period</B>") within which to
conduct, at its cost, any investigations and/or inspections that Buyer deems
necessary or desirable with respect to the Property.  These inspections or
investigations may include, by way of example but not limitation, title
examinations, surveys, pest inspections, environmental inspections, reports and
assessments; soil borings; inspection of the Building and its electrical, plumbing,
mechanical and other systems; review of zoning and other land use approvals;
review of utility availability; and the like.  If during the Contingency Period,
Buyer determines, in its sole discretion, that the Premises are not suitable for its
Intended Use or that conditions exist that, in the sole discretion of the Buyer or
Buyer's lender, require correction, Buyer shall notify Seller in writing.  Seller shall
respond within ten (10) business days after its receipt of Buyer's notice advising
Buyer whether Seller will proceed to correct the defect or unsatisfactory condition
prior to closing.  If Seller fails or refuses to perform the correction, then Buyer
may, at Buyer's election,  (a) proceed to closing or (b) terminate this Agreement
by notice to Seller and be promptly returned its Deposit, in which case neither
party shall have any further liability to the other under this Agreement.  Buyer and
its agents shall enjoy reasonable rights to enter onto the Premises to perform the
inspections and investigations provided for under this Agreement; provided,
however and notwithstanding the foregoing terms of this paragraph, if Buyer
desires to undertake any environmental or subsoil investigation involving soil/water
samples or invasive testing of any kind, such investigation and/or testing shall be
performed only by consultants and according to a scope of work acceptable to
Seller.  Buyer shall disclose the results of any Phase I or other environmental audit
to Seller at Seller's request but shall otherwise keep the same confidential and not
otherwise disclose such reports without Seller's permission unless and until closing
of this transaction.  Buyer shall repair any damage to the Property caused by
Buyer's due diligence activities and shall otherwise defend, indemnify and hold
Seller harmless from any loss, claim, damage or injury to any person or property
caused or occurring as a result of such activities.  <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;<B>"As Is" Transaction</B>.  Buyer acknowledges that it will be afforded
a reasonable opportunity to conduct due diligence activities with respect to the
condition of the Property as provided above.  Buyer further acknowledges that
notwithstanding any prior or contemporaneous oral or written representations,
statements, documents or understandings, this Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and
supercedes any such prior or contemporaneous oral or written representations,
statements, documents or understandings.  BUYER FURTHER
ACKNOWLEDGES THAT SELLER DOES NOT MAKE ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
EITHER EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY CONTAINED
HEREIN WITH RESPECT TO THE PREMISES OR SELLER'S INTEREST IN
THE PROPERTY OR ANY RELATED MATTERS, AND THAT THE
PREMISES SHALL BE TRANSFERRED TO BUYER IN "AS IS - WHERE IS"<BR>
</BLOCKQUOTE>
<BR>
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<BLOCKQUOTE>
CONDITION.  Buyer further agrees that if Buyer closes the transaction
contemplated herein, then Buyer shall be deemed, except as expressly provided in
this Agreement or any closing document, to have accepted the Premises in "as is-
where is" condition, including the location and extent of boundaries, the condition
of all improvements and the environmental condition of the Premises, and to have
released Seller from any and all liability, claims, damages, losses or causes of
action arising from the environmental condition of the Premises, except for any
liability, claims, damages, losses or causes of action arising from Seller's breach
of any representations and warranties made in this Agreement or any closing
document.	<P>
</BLOCKQUOTE>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 7.&nbsp; &nbsp; &nbsp; &nbsp;<B>Seller's Documents</B>.  Promptly upon Seller's acceptance of this Offer, Seller shall
provide to Buyer, or make available for review by Buyer and/or Buyer's designees, copies of the
following documents ("<B>Seller's Documents</B>"):  (a) full and complete copies of the Land Lease,
Co-Tenancy Agreement and any other agreement affecting Seller's interest in or occupancy of the
Premises, including all addenda, modifications and amendments to such agreements; (b) any
existing title insurance policies, title insurance commitments, surveys and environmental reports
with respect to the Premises prepared for Seller or in Seller's possession or control; and (c)&nbsp; any
existing architectural plans and specifications for existing and/or planned improvements to the
Property.  	<P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 8.&nbsp; &nbsp; &nbsp; &nbsp;<B>Seller's Representations and Warranties.</B>&nbsp;&nbsp;Seller represents and warrants to
Buyer, which representations and warranties shall be true to the date of the closing, as follows:<P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;There are no pending or, to the best of Seller's knowledge,
information and belief, threatened condemnation proceedings against any part of
the Premises except as may be contemplated in a letter from the City of Portage
dated February 18, 1999, regarding proposed improvements to Milham Avenue
(copy attached);<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;There are no claims, litigation, proceedings or disputes to which
Seller is a party pending or, to the best of Seller's knowledge, information and
belief, threatened against or relating to the Premises; <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp;Seller has not received notice of any violation of laws, ordinances,
orders, codes, rules, regulations and building and use restrictions affecting the
Premises, and any correction or modification required by any insurance company
has been made;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (d)&nbsp; &nbsp; &nbsp; &nbsp;Seller, through the person(s) executing this Agreement, has full
power and authority to enter into this Agreement, and to assume and perform all
its obligations under this Agreement;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (e)&nbsp; &nbsp; &nbsp; &nbsp;There are no contracts, leases, or other agreements, written or oral,
to which Seller is a party, which affect the Premises in any manner and would bind<BR>
</BLOCKQUOTE>
<BR>
<BR>
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<BLOCKQUOTE>
Buyer upon its purchase of Seller's interest in the Property, other than this
Agreement, the Land Lease and Co-Tenancy Agreement and any agreements
disclosed by a current title insurance commitment;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (f)&nbsp; &nbsp; &nbsp; &nbsp;Seller is not aware of any default by any party under the Land Lease
or Co-Tenancy Agreement nor of any act, omission or event that has occurred
which, upon the giving of any required notice and/or passage of any applicable
grace period would constitute an event of default under any of them.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (g)&nbsp; &nbsp; &nbsp; &nbsp;Seller has no actual knowledge of the environmental condition of the
Premises except as disclosed in the environmental reports prepared by DeLisle
Associates dated October 10-17, 1995, and November 29, 1995.  A copy of which
shall be provided to Buyer promptly upon execution of this Agreement.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (h)&nbsp; &nbsp; &nbsp; &nbsp;Seller has received no governmental notice requiring the Premises
to be connected into the public sewer system and Seller has no knowledge of any
such requirement.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (i)&nbsp; &nbsp; &nbsp; &nbsp;Seller is not aware of any pending or proposed special assessment
affecting or which may affect the Premises or any part of the Premises other than
the proposed assessment for improvement of East Milham Road between
Westnedge and Lovers Lane;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (j)&nbsp; &nbsp; &nbsp; &nbsp;The Premises comprise all real estate owned by Seller or any
affiliate of Seller within one thousand (1000) feet of the Premises which Seller uses
in connection with its use and occupancy of the Premises;<P>
</BLOCKQUOTE>

Seller shall hold Buyer harmless, indemnify, and at Buyer's option, defend Buyer, from and
against any loss, including, without limitation, reasonable attorneys fees, incurred by reason of
Seller's breach of any of the foregoing representations and warranties; provided an action alleging
breach thereof has been commenced by Buyer within two (2) years after the date of closing;
otherwise such representations and warranties shall expire on the second anniversary of closing.
This limitation shall not apply to Paragraph 8(d).  <P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 9.&nbsp; &nbsp; &nbsp; &nbsp;<B>Buyer's Representations and Warranties</B>.  Buyer represents and warrants to
Seller, which representations and warranties shall be true to the date of the closing, as follows:
<P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;Buyer, through the person(s) executing this Agreement, has full
power and authority to enter into this Agreement, and to assume and perform all
its obligations under this Agreement; and<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;All necessary action to approve, execute, deliver, and perform this
Agreement has been taken by Buyer, and this Agreement is the valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.<P>
</BLOCKQUOTE>
<BR>
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Buyer shall hold Seller harmless, indemnify, and at Seller' option, defend Seller, from and against
any loss, including, without limitation, reasonable attorneys fees, incurred by reason of Buyer's
breach of any of the representations and warranties set forth above.<P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 10.&nbsp; &nbsp; &nbsp;<B>Covenants of Seller</B>.  During the period prior to the closing, Seller shall: <P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;Subject to the provisions of Paragraph 5(a), permit Buyer, Buyer's
lender, and such persons as they may designate, to enter in or upon the Premises
and inspect the Property, provided that all such inspections are made after
reasonable notice, and in such a manner as will not materially adversely affect the
business operations on the Premises;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;Maintain in effect existing insurance policies insuring Seller's
interest in the Premises against those risks covered by a standard fire and insurance
policy with extended coverage endorsement for its full replacement cost;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp;Continue to maintain that portion of the Premises occupied by Seller
in the same condition and repair as customarily maintained in the past, in the
ordinary course of business;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (d)&nbsp; &nbsp; &nbsp; &nbsp;Not alter any of the improvements to that portion of the Premises
occupied by Seller, nor remove any Personal Property, unless replaced by an item
of equivalent value;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (e)&nbsp; &nbsp; &nbsp; &nbsp;Not cancel, terminate, or modify the Land Lease or Co-Tenancy
Agreement;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (f)&nbsp; &nbsp; &nbsp; &nbsp;Pay all taxes and installments of special assessments affecting the
Property prior to delinquency;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (g)&nbsp; &nbsp; &nbsp; &nbsp;Proceed diligently to cure any violations of laws, ordinances or
regulations applying to that portion of the Premises occupied by Seller of which
Seller receives notice; and<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (h)&nbsp; &nbsp; &nbsp; &nbsp;Comply with all the terms, conditions and provisions of all
agreements to which Seller is a party affecting the Premises and make all payments
due under such agreements and suffer no default under such agreements except
those matters being contested by Seller in good faith.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (i)&nbsp; &nbsp; &nbsp; &nbsp;Not permit or suffer any liens, encumbrances, restrictions or other
matters affecting Seller's title to attach to the Property.<P>
</BLOCKQUOTE>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 11.&nbsp; &nbsp; &nbsp;<B>Buyer's Contingencies.</B>  The obligation of Buyer to close the transaction
contemplated by this Agreement shall be contingent upon:<P>
<BR>
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<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;Buyer's ability to obtain financing for the purchase of the Property
on such terms and conditions as are reasonably satisfactory to Buyer.  This
contingency shall be deemed waived unless, before the end of the Contingency
Period, Buyer provides to Seller either (i) a copy of a good faith commitment for
such financing from a bona fide financial institution committing to close the loan
within the time required for closing herein, or (ii) written notice that Buyer has
failed to obtain satisfactory financing and desires to terminate this Agreement.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;Buyer's satisfaction, in its sole discretion, with its inspections of the
Property, its investigation of the Property's compliance with applicable laws,
ordinances and regulations, its investigation of the state of Seller's title to the
Property, and its review of Seller's Documents.  Buyer shall advise Seller of any
such dissatisfaction within the Contingency Period or within 30 days after the date
Seller provides all of Seller's Documents to Buyer, whichever occurs later.  Any
dissatisfaction of which Seller is not notified within the Contingency Period shall
be deemed waived except for any matter or condition first arising or disclosed after
the end of the Contingency Period;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp;Seller having performed and complied in all material respects with
all covenants, obligations and agreements to be performed or complied with by
Seller on or before the closing date under this Agreement;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (d)&nbsp; &nbsp; &nbsp; &nbsp;All representations and warranties of Seller set forth in this
Agreement being true as of the closing date;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (e)&nbsp; &nbsp; &nbsp; &nbsp;Receipt of an ALTA (latest form) title insurance policy (or marked-up commitment therefor) with standard exceptions removed (provided Buyer
provides a survey acceptable to the title insurer) and containing such endorsements
as Buyer shall reasonably request (at Buyer's expense and at no obligation to
Seller) issued by Transnation Title Insurance Company and insuring Buyer's
interest in the Premises, subject only to the Permitted Encumbrances.  Buyer shall
provide Seller with a copy of the title commitment prior to expiration of the
Contingency Period.<P>
</BLOCKQUOTE>

If one or more of the contingencies is not satisfied, and Buyer is not willing to waive the
contingency(ies), then Buyer may terminate this Agreement by notice to Seller and be promptly
returned its Deposit, in which case neither party shall have any further liability to the other under
this Agreement. <P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 12.&nbsp; &nbsp; &nbsp;<B>Closing.</B><P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;The closing shall take place on July 16, 1999, or such later date as
is mutually agreed upon by the parties.  It shall take place at such time and place
as shall be specified by Buyer on at least one week's prior notice to Seller, or in
the absence of such notice, at 10 a.m. on the last business day permitted for
closing, at a mutually agreeable location.<P>
</BLOCKQUOTE>
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<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;At the closing, Seller shall execute and/or deliver, as the case may
be, the following:<P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (i)&nbsp; &nbsp; &nbsp; &nbsp;An assignment and assumption agreement in a form
reasonably acceptable to Buyer and Seller, ("<B>Land Lease Assignment and
Assumption Agreement</B>") which shall assign to Buyer all of Seller's
interest as tenant under the Land Lease, including the tenant's option to
extend the Land Lease, the tenant's right to exercise the option to purchase
and the tenant's right of first refusal.  The Land Lease Assignment and
Assumption Agreement shall also (a) warrant that Seller and Old Kent are
jointly the sole owners of the tenant's interest under the Land Lease,
subject only to the Permitted Encumbrances; (b) provide that Seller will
hold harmless and indemnify Buyer from and against any and all claims
arising under the Land Lease with respect to periods prior to the closing
date; and (c) provide that Buyer shall assume and perform all of Seller's
obligations as tenant under the Land Lease arising subsequent to the closing
date;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;(ii)&nbsp; &nbsp; &nbsp; &nbsp;A quit claim deed covering the Building and the land
described in Exhibit A in the form attached as <B>Exhibit F</B>.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (iii)&nbsp; &nbsp; &nbsp; &nbsp;The Bill of Sale;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (iv)&nbsp; &nbsp; &nbsp; &nbsp;An assignment and assumption of all of Seller's rights and
obligations under the Co-Tenancy Agreement in a form reasonably
acceptable to Buyer and Seller which shall provide that Seller will hold
harmless and indemnify Buyer from and against any and all claims arising
under the Co-Tenancy Agreement with respect to periods prior to the
closing date and that Buyer will similarly indemnify Seller from and against
all such claims arising with respect to periods from and after the closing
date; <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (v)&nbsp; &nbsp; &nbsp; &nbsp;An assignment of any existing warranties or guaranties
benefitting the Property to which Seller is a party.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;(vi)&nbsp; &nbsp; &nbsp; &nbsp;A short form of the Land Lease Assignment and Assump-
tion Agreement in recordable form and otherwise in a form reasonably
acceptable to Buyer and Seller;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (vii)&nbsp; &nbsp; &nbsp; &nbsp;An estoppel certificate executed by the lessor under the Land
Lease in form and substance reasonably satisfactory to Seller, Buyer and its
lender, consenting to Seller's assignment of its interest in the Land Lease,
including the option to extend the Land Lease, the option to purchase and
right of first refusal with respect to the purchase of the Premises;
acknowledging the rental rate and term of the Land Lease;  certifying that
the Land Lease is in full force and effect, and that there has been no
breach, default or violation, or to Lessor's knowledge, any event that with
the passage of time could become a breach, default or violation of the Land<BR>
</BLOCKQUOTE>
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<BLOCKQUOTE>
Lease; and certifying that all rent and other charges under the Land Lease
have been fully paid through the closing date.<P>

&nbsp; &nbsp; &nbsp; &nbsp; (viii)&nbsp; &nbsp; &nbsp; &nbsp;An estoppel certificate executed by the other party to the Co-Tenancy Agreement in form and substance reasonably satisfactory to Seller,
Buyer and its lender;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (ix)&nbsp; &nbsp; &nbsp; &nbsp;A closing statement setting forth the Purchase Price and
closing adjustments;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;(x)&nbsp; &nbsp; &nbsp; &nbsp;Affidavit(s) in the form prescribed by the title company for
the removal of standard printed exceptions;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (xi)&nbsp; &nbsp; &nbsp; &nbsp;A corporate resolution or other evidence of Seller's authorization of the transaction acceptable to the title company;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;(xii)&nbsp; &nbsp; &nbsp; &nbsp;A nonforeign affidavit; and<P>

&nbsp; &nbsp; &nbsp; &nbsp; (xiii)&nbsp; &nbsp; &nbsp; &nbsp;Any other documents reasonably necessary or legally
required to evidence the transaction.<P>
</BLOCKQUOTE>

Seller's failure to deliver the estoppel certificates described in Subparagraphs (vii) and
(viii) above shall not be deemed a default by Seller hereunder.  However, if Seller fails
to do so at or prior to closing, then Buyer may terminate this Agreement by written notice
to Seller, the Deposit shall be promptly refunded to Buyer and neither party shall have any
further liability under this Agreement.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp;At closing, Seller shall also deliver, or cause to be delivered, the following:<P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (i)&nbsp; &nbsp; &nbsp; &nbsp;An ALTA title insurance policy (or marked up commitment
therefor), with standard exceptions removed (provided Buyer has provided
a survey acceptable to the title insurer) which shall insure Buyer's title
subject only to Permitted Encumbrances and shall contain such
endorsements as Buyer may reasonably request (at Buyer's expense and at
no obligation to Seller).<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;(ii)&nbsp; &nbsp; &nbsp; &nbsp;Originally executed copies (if available, otherwise legible
copies) of the Land Lease and Co-Tenancy Agreement;<P>
</BLOCKQUOTE>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (d)&nbsp; &nbsp; &nbsp; &nbsp;At closing, Buyer shall execute and deliver the following:<P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (i)&nbsp; &nbsp; &nbsp; &nbsp;The Purchase Price in immediately available funds adjusted
by prorations and other charges under this Agreement;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;(ii)&nbsp; &nbsp; &nbsp; &nbsp;The Land Lease Assignment and Assumption Agreement; <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (iii)&nbsp; &nbsp; &nbsp; &nbsp;The assignment of the Co-Tenancy Agreement; <P>
</BLOCKQUOTE>
<BR>
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<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (iv)&nbsp; &nbsp; &nbsp; &nbsp;A closing statement setting forth the Purchase Price and
closing adjustments; and<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;(v)&nbsp; &nbsp; &nbsp; &nbsp;Any other documents reasonably necessary or legally
required to evidence the transaction.<P>
</BLOCKQUOTE>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (e)&nbsp; &nbsp; &nbsp; &nbsp;At closing, Seller shall pay any transfer tax and the premium for
Buyer's policy of title insurance (standard owner's policy without standard
exceptions if Buyer obtains an ALTA survey acceptable to the title insurance
company).  Buyer shall pay the recording fee for the Land Lease Assignment and
Assumption Agreement, the real estate broker's commission  and any costs
incurred by Buyer in obtaining its survey, environmental and other inspections.
Seller and Buyer shall each pay one-half of any closing fee charged by the title
insurance company.  Rent under the Land Lease and any amounts payable under
the Co-Tenancy Agreement shall be prorated to the closing date.<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (f)&nbsp; &nbsp; &nbsp; &nbsp;Seller shall deliver actual physical possession of the Property to Buyer
within 15 days after the closing date, but in no event earlier than July 31, 1999.  The
Building shall be free of all tenants or other occupants, and the Property shall be in at least
as good a condition as on the date of this Offer, reasonable wear and tear excepted. Seller
shall continue to maintain the Premises, Personal Property, lawn and other components
of the Property in their current condition until the closing; <P>
</BLOCKQUOTE>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 13.&nbsp; &nbsp; &nbsp; <B>Taxes and Assessments.</B>&nbsp;&nbsp;All real estate and personal property taxes and
installments of special assessments with respect to Seller's interest in the Property, whether or not
payable in installments or deferrable without penalty or interest to a later date, which first become
due and payable in the years prior to 1999, shall be paid by Seller. All current real estate and
personal property taxes and current installments of special assessments shall be prorated to the
closing date on the basis that they are payable for the calendar year in which they are first billed.
 Hence, the tax bills to be mailed July 1 and December 1, 1999, shall be deemed to be for
calendar year 1999.  The tax bills shall be estimated based upon the most recently available
assessment and millage information, which shall be conclusively deemed correct, even if,
following the closing, the actual tax bills differ from the estimated tax bills used in the proration.
Buyer shall be responsible for all other taxes and assessments with respect to the Premises,
including any special assessments first becoming a lien against the Premises after the date of this
Agreement.<P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 14.&nbsp; &nbsp; &nbsp;<B>Real Estate Brokers.</B>&nbsp;&nbsp;The parties agree and represent to one another that, except
for Midwest Realty Group, LLC, for whose full commission totalling $55,000 the Buyer (or, if
applicable, the optionee under the exercise of the Right of First Refusal) is responsible,  no
brokers are involved in this transaction who are entitled to a commission. In the event any other
broker makes a claim for remuneration in connection with this transaction, the parties agree to
indemnify and hold harmless one another from any amount they may be required to pay to a
broker they had not retained, including, without limitation, the legal costs and reasonable
attorneys' fees expended to defend against such claim. <P>
<BR>
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&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 15.&nbsp; &nbsp; &nbsp;<B>Condemnation; Fire; Other Casualty.</B>  Seller shall promptly notify Buyer of any
impending or actual condemnation proceedings against the Property or any portion of the Property
of which Seller has actual notice or any fire or other casualty to the Property.  If any material
portion of the Property shall be threatened to be taken as a result of condemnation proceedings
or be damaged as a result of fire or other casualty prior to the closing, Buyer shall have the right:<P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;To terminate this Agreement by written notice to Seller within ten
(10) days after receipt of notice of such proceedings or damage, and in such event
the Deposit shall be returned to Buyer and neither party shall have any further
liability under this Agreement; or<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;To proceed to closing as provided in this Agreement, agreeing to
take the Property in its condemned or damaged condition, and in such event Buyer
shall be entitled to receive all of the condemnation or insurance proceeds payable
as a result of such condemnation or damage.<P>
</BLOCKQUOTE>

If, in Buyer's sole discretion, an immaterial portion of the Property shall be threatened to be taken
or be taken as a result of condemnation proceedings or be damaged as a result of fire or other
casualty prior to the closing, Buyer shall proceed to closing as provided in this Agreement,
agreeing to take the Property in its condemned or damaged condition, and in such event Buyer
shall be entitled to receive all of the condemnation or insurance proceeds payable to Seller as a
result of such condemnation or damage.<P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 16.&nbsp; &nbsp; &nbsp;<B>Section 1031 Like-Kind Exchange</B>.  Buyer may desire to structure its purchase
of the Property as a like-kind exchange within the meaning of Section 1031 of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder.  Buyer may,
at Buyer's sole option, enter into an exchange agreement with another party or a qualified
intermediary (as provided in the regulations) as the case may be (in either case, the "Third-Party"), to effectuate the exchange.  Seller agrees to cooperate with Buyer to effectuate the
exchange and agrees to permit Buyer to assign all of Buyers' right, title and interest in this
Agreement to the Third-Party at closing.  Buyer shall be responsible to prepare all documents
necessary to accomplish the like kind exchange and Seller shall not be exposed or subjected to any
additional risks, costs, expenses or liability as a result of the exchange.  Further, Seller shall have
no liability to Buyer whatsoever in the event the subject transaction is found, held or adjudicated
not to qualify as or part of a tax deferred exchange pursuant to &sect; 1031.  Notwithstanding the
foregoing, no failure to close any transaction involving any premises to be exchanged shall affect
Purchaser's obligation to close the transaction contemplated hereby as and when required
hereunder.<P>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; 17.&nbsp; &nbsp; &nbsp;<B>Miscellaneous.</B><P>

<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (a)&nbsp; &nbsp; &nbsp; &nbsp;This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective successors, heirs, and assigns.  Buyer
may freely assign this Agreement pursuant to paragraph 16 above, provided that
Buyer shall not be released from liability under this Agreement;<P>
</BLOCKQUOTE>
<BR>
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<BLOCKQUOTE>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (b)&nbsp; &nbsp; &nbsp; &nbsp;All notices required by this Agreement shall be in writing and shall
be delivered to the parties at the addresses set forth above, or at such other place
designated by like notice to the other party.  Personal delivery or mailing of a
notice by certified mail, postage prepaid, shall be sufficient notice.  A mailed
notice shall be effective upon mailing;<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (c)&nbsp; &nbsp; &nbsp; &nbsp;Time is of the essence of this Agreement; <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (d)&nbsp; &nbsp; &nbsp; &nbsp;This Agreement may not be amended, altered or modified unless
done so in writing by the person against whom enforcement of any waiver, change,
modification or discharge is sought; <P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (e)&nbsp; &nbsp; &nbsp; &nbsp;The representations, warranties and agreements set forth in this
Agreement shall survive the closing of the transactions contemplated by this
Agreement; and<P>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (f)&nbsp; &nbsp; &nbsp; &nbsp;This Agreement and the exhibits to this Agreement contain all of the
representations and statements by each party to the other and express the entire
understanding between the parties with respect to the transactions contemplated by
this Agreement.  All prior communications concerning the subject matter of this
Agreement are merged in and replaced by this Agreement.  It is further understood
and agreed that any representation or warranty made herein by either party based
on "knowledge" or "awareness" is limited to the actual knowledge of the persons
involved in the subject transaction on behalf of such party and, with respect to
Seller, the actual knowledge of the property management personnel of Seller
responsible for maintenance of the Property on a day-to-day basis.<P>
</BLOCKQUOTE>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Buyer has signed this Offer to Purchase as of the date stated on its first page.<P>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
	<TR>
		<TD WIDTH="40%" ALIGN="LEFT">WITNESSES:</TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">MANATRON, INC.</TD>
	</TR>

	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>

	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT" VALIGN="BOTTOM">/s/<HR NOSHADE></TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">By /s/ Paul R. Sylvester<HR WIDTH="95%" ALIGN="RIGHT" NOSHADE></TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT">&nbsp;</TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Paul R. Sylvester</TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT">&nbsp;</TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Its President</TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT">&nbsp;</TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="RIGHT"><B>Buyer</B></TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT">/s/ Jane M. Rix<HR NOSHADE></TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">&nbsp;</TD>
	</TR>
</TABLE>
<BR>
<BR>
<BR>
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<CENTER>
<B><U>ACCEPTANCE</U></B><P>
</CENTER>
<BR>

&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; For good and valuable consideration, the receipt of which Seller acknowledges, this
Offer is accepted as written.  Seller agrees to sell the Property to Buyer on the foregoing terms
subject to Old Kent Bank's waiver or non-exercise of the right of first refusal set forth in the Co-Tenancy Agreement.<P>
<BR>

Dated: April 30, 1999<P>
<BR>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
	<TR>
		<TD WIDTH="40%" ALIGN="LEFT">WITNESSES:</TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">NATIONAL CITY BANK OF</TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT">&nbsp;</TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">MICHIGAN/ILLINOIS</TD>
	</TR>

	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>

	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT" VALIGN="BOTTOM">/s/<HR NOSHADE></TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="LEFT">By /s/<HR WIDTH="95%" ALIGN="RIGHT" NOSHADE></TD>
	</TR>

	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>

	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>

	<TR>
		<TD WIDTH="40%" ALIGN="LEFT" VALIGN="BOTTOM">/s/<HR NOSHADE></TD>
		<TD WIDTH="10%">&nbsp;</TD>
		<TD WIDTH="50%" ALIGN="RIGHT"><B>Seller</B></TD>
	</TR>
</TABLE>
<BR>
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