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                                                                   EXHIBIT 10.24

                                 PROMISSORY NOTE

                                                               Chicago, Illinois
                                                               November 26, 2002

$55,000,000

         ON DEMAND, BUT IF NO DEMAND, NO LATER THAN JUNE 30, 2003, FOR VALUE
RECEIVED, the undersigned, Hewitt Holdings L.L.C., an Illinois limited liability
company (the "Borrower"), promises to pay to the order of Harris Trust and
Savings Bank (the "Bank") at the Bank's office at 111 West Monroe Street,
Chicago, Illinois, the principal sum of Fifty-Five Million Dollars ($55,000,000)
or, if less, the aggregate unpaid principal amount of all indebtedness incurred
by the Borrower hereunder.

         The Borrower promises to pay interest on the balance of principal
remaining from time to time unpaid hereon at the rates and times set forth in
this Note.

SECTION 1.    INTEREST AND CHANGE IN CIRCUMSTANCES.

         Section 1.1. Interest Rate Options. (a) Subject to all of the terms and
conditions of this Section 1, portions of the principal indebtedness evidenced
by this Note (all of the principal indebtedness evidenced by this Note bearing
interest at the same rate for the same period of time being hereinafter referred
to as a "Portion") may, at the option of the Borrower, bear interest with
reference to the Prime Rate (the "Prime Rate Portion") or with reference to the
Adjusted LIBOR ("LIBOR Portions") or with reference to an Offered Rate ("Offered
Rate Portion"), and Portions may be converted from time to time from one basis
to another. All of the indebtedness evidenced by this Note which is not part of
a Fixed Rate Portion shall constitute a single Prime Rate Portion, and all of
the indebtedness evidenced by this Note which bears interest with reference to a
particular Adjusted LIBOR for a particular Interest Period shall constitute a
single LIBOR Portion and all of the indebtedness evidenced by this Note which
bears interest with reference to a particular Offered Rate for a particular
Interest Period shall constitute a single Offered Rate Portion. Anything
contained herein to the contrary notwithstanding, there shall not be more than
six (6) Fixed Rate Portions applicable to this Note outstanding at any one time.
The Borrower promises to pay interest on each Portion at the rates and times
specified in this Section 1.

         (b) Prime Rate Portion. The Prime Rate Portion shall bear interest at
the rate per annum equal to the Prime Rate as in effect from time to time,
provided that if the Prime Rate Portion or any part thereof is not paid when due
(whether by demand or otherwise), such Portion shall bear interest, whether
before or after judgment, until payment in full thereof at the rate per annum
determined by adding 2.0% to the Prime Rate as from time to time in effect.
Interest on the Prime Rate Portion shall be payable in arrears on the last day
of each month (commencing December 31, 2002) and upon demand.

         (c) LIBOR Portions. Each LIBOR Portion shall bear interest for each
Interest Period selected therefor at a rate per annum determined by adding 1.75%
to Adjusted LIBOR for such Interest Period, provided that if any LIBOR Portion
is not paid when due (whether by demand or otherwise), such Portion shall bear
interest, whether before or after judgment, until payment in full thereof
through the end of the Interest Period then applicable thereto at the rate per
annum determined by adding 2% to the interest rate which would otherwise be
applicable thereto, and effective at the end of such Interest Period such LIBOR
Portion shall automatically be converted into and added to the Prime Rate
Portion and shall thereafter bear interest at the interest rate applicable to
the Prime Rate Portion after

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the same is due. Interest on each LIBOR Portion shall be due and payable on the
last day of the Interest Period applicable thereto and upon demand. Anything
contained herein to the contrary notwithstanding, no LIBOR Portion shall be
created, continued or effected by conversion if at such time any Default or
Event of Default shall occur or be continuing.

         (d) Offered Rate Portions. Each Offered Rate Portion shall bear
interest for each Interest Period selected therefor at the Offered Rate for such
Interest Period, provided that if any Offered Rate Portion is not paid when due
(whether by lapse of time, acceleration or otherwise) such Portion shall bear
interest, whether before or after judgment, until payment in full thereof
through the end of the Interest Period then applicable thereto at the rate per
annum determined by adding 2% to the interest rate which would otherwise be
applicable thereto, and effective at the end of such Interest Period such
Offered Rate Portion shall automatically be converted into and added to the
Prime Rate Portion and shall thereafter bear interest at the interest rate
applicable to the Prime Rate Portion after the same is due. Interest on each
Offered Rate Portion shall be due and payable on the last day of each Interest
Period applicable thereto and upon demand. Anything contained herein to the
contrary notwithstanding, no Offered Rate Portion shall be created, continued or
effected by conversion if at such time any Default or Event of Default shall
occur or be continuing. The Borrower understands and agrees that the Bank has no
obligation to quote Offered Rates or to make any Offered Rate Portion available
to the Borrower, that the Bank may refuse to make any such Offered Rate Portion
after receiving a request therefor from the Borrower, and that any such Offered
Rate Portion made available to the Borrower shall be subject to such other terms
and conditions as are mutually agreed upon by the Borrower and the Bank.

         Section 1.2.    Minimum Amounts. Each Fixed Rate Portion shall be in an
amount equal to $10,000,000 or such greater amount which is an integral multiple
of $1,000,000.

         Section 1.3.    Computation of Interest. All interest on this Note
shall be computed on the basis of a year of 360 days for the actual number of
days elapsed.

         Section 1.4.    Manner of Rate Selection. The Borrower shall notify the
Bank by (i) 10:00 a.m. (Chicago time) at least three (3) Business Days prior to
the date upon which it requests that any LIBOR Portion be created or that any
part of the Prime Rate Portion or any part of an Offered Rate Portion be
converted into a LIBOR Portion and (ii) 10:00 a.m. (Chicago time) at least one
(1) Business Day prior to the date upon which it requests that any Offered Rate
Portion be created or that any part of the Prime Rate Portion or any part of a
LIBOR Portion be converted into an Offered Rate Portion (each such notice to
specify in each instance the amount thereof and the Interest Period selected
therefor). If the Borrower fails to notify the Bank on or before 10:00 a.m.
(Chicago time) on the third Business Day preceding the end of an Interest Period
applicable to a LIBOR Portion (or in the case of an Offered Rate Portion, the
first Business Day preceding the end of its Interest Period) whether such Fixed
Rate Portion is to continue as a Fixed Rate Portion of the same type and the new
Interest Period selected therefor, unless the Bank makes demand for repayment of
this Note, such Fixed Rate Portion shall automatically be converted into and
added to the Prime Rate Portion as of and on the last day of such Interest
Period. If any request is made to convert a Fixed Rate Portion into another type
of Portion available hereunder, such conversion shall only be made so as to
become effective as of the last day of the Interest Period applicable thereto.
All requests for the creation, continuance or conversion of Portions under this
Note shall be irrevocable. Such requests may be written or oral and the Bank is
hereby authorized to honor requests for creations, continuances and conversions
received by it from any person the Bank in good faith believes to be the
Borrower (or any person the Bank in good faith believes authorized to make such
request on behalf of the Borrower, and in the event more than one party
constitutes the Borrower, any person the Bank in good faith believes to be any
one of such parties or any person authorized to make such request on behalf

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of any one of such parties), the Borrower hereby agreeing to indemnify the Bank
from any liability or loss ensuing from so acting.

         Section 1.5.    Change of Law. Notwithstanding any other provisions of
this Note, if at any time the Bank shall determine in good faith that any change
in applicable laws, treaties or regulations or in the interpretation thereof
makes it unlawful for the Bank to create or continue to maintain any Fixed Rate
Portion, the Bank shall promptly so notify the Borrower and at the Bank's option
make demand for repayment of this Note or only the affected Fixed Rate Portion
and even absent such demand, no Fixed Rate Portion shall be created, continued
or maintained after the date of such determination until it is no longer
unlawful for the Bank to create, continue or maintain such Fixed Rate Portion.
Upon such a demand by the Bank for payment of the affected Fixed Rate Portion,
the Borrower shall thereupon pay the outstanding principal amount of such
affected Fixed Rate Portion, together with all interest accrued thereon and all
other amounts payable to the Bank with respect thereto under this Note
(including without limitation any amount due the Bank under Section 1.8 hereof);
provided, however, that unless the Bank makes demand for repayment of this Note
in full, the Borrower may elect to convert the principal amount of the affected
Portion into the Prime Rate Portion available hereunder, subject to the terms
and conditions of this Note (including without limitation the payment of such
interest and other amounts so payable to the Bank under this Note).

         Section 1.6.    Unavailability of Deposits or Inability to Ascertain
LIBOR. Notwithstanding any other provision of this Note, if prior to the
commencement of any Interest Period, the Bank shall determine that deposits in
the amount of any LIBOR Portion scheduled to be outstanding during such Interest
Period are not readily available to the Bank in the relevant market or by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining LIBOR, then the Bank shall promptly give notice
thereof to the Borrower and at the Bank's option make demand for repayment of
this Note and even absent such demand, no LIBOR Portion shall be created,
continued or effected by conversion, as the case may be, in such amount and for
such Interest Period until deposits in such amount and for the Interest Period
selected by the Borrower shall again be readily available in the relevant market
and adequate and reasonable means exist for ascertaining LIBOR.

         Section 1.7.    Taxes and Increased Costs. With respect to any Fixed
Rate Portion, if the Bank shall determine in good faith that any change in any
applicable law, treaty, regulation or guideline (including, without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) or any new
law, treaty, regulation or guideline, or any interpretation of any of the
foregoing by any governmental authority charged with the administration thereof
or any central bank or other fiscal, monetary or other authority having
jurisdiction over the Bank or its lending branch or the Fixed Rate Portions
contemplated by this Note (whether or not having the force of law) shall:

                   (i)   impose, increase, or deem applicable any reserve,
         special deposit or similar requirement against assets held by, or
         deposits in or for the account of, or loans by, or any other
         acquisition of funds or disbursements by, the Bank which is not in any
         instance already accounted for in computing the interest rate
         applicable to such Fixed Rate Portion;

                   (ii)  subject the Bank, any Fixed Rate Portion or this Note
         to the extent it evidences such Portion, to any tax (including, without
         limitation, any United States interest equalization tax or similar tax
         however named applicable to the acquisition or holding of debt
         obligations and any interest or penalties with respect thereto), duty,
         charge, stamp tax, fee, deduction or withholding in respect of any
         Fixed Rate Portion or this Note to the extent it evidences such
         Portion, except such taxes as may be measured by the overall net income
         or gross receipts of the Bank or its lending branches and imposed by
         the jurisdiction, or any political

                                      -3-

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         subdivision or taxing authority thereof, in which the Bank's principal
         executive office or its lending branch is located;

                   (iii) change the basis of taxation of payments of principal
         and interest due from the Borrower to the Bank under this Note to the
         extent it evidences any Fixed Rate Portion (other than by a change in
         taxation of the overall net income or gross receipts of the Bank); or

                   (iv)  impose on the Bank any penalty with respect to the
         foregoing or any other condition regarding its disbursement, any Fixed
         Rate Portion or this Note to the extent it evidences any Fixed Rate
         Portion;

and the Bank shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to the Bank
of creating or maintaining any Fixed Rate Portion hereunder or to reduce the
amount of principal or interest received or receivable by the Bank (without
benefit of, or credit for, any prorations, exemption, credits or other offsets
available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Borrower shall pay (which the Borrower hereby
agrees to pay) on demand (which need not but may at the Bank's option be
combined with a demand for repayment of this Note) to the Bank from time to time
as specified by the Bank such additional amounts as the Bank shall reasonably
determine are sufficient to compensate and indemnify it for such increased cost
or reduced amount. If the Bank makes such a claim for compensation, it shall
provide to the Borrower a certificate setting forth the computation of the
increased cost or reduced amount as a result of any event mentioned herein in
reasonable detail and such certificate shall be conclusive if reasonably
determined.

         Section 1.8.    Funding Indemnity. In the event the Bank shall incur
any loss, cost or expense (including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired or contracted to be acquired by the Bank to fund or
maintain any Fixed Rate Portion or the relending or reinvesting of such deposits
or other funds or amounts paid or prepaid to the Bank) as a result of:

                   (i)   any payment of a Fixed Rate Portion on a date other
         than the last day of the then applicable Interest Period for any
         reason, whether before or after default or demand, and whether or not
         such payment is required by any provisions of this Agreement; or

                   (ii)  any failure by the Borrower to create, borrow, continue
         or effect by conversion a Fixed Rate Portion on the date specified in a
         notice given pursuant to this Note;

then upon the demand of the Bank (which need not but may at the Bank's option be
combined with a demand for repayment of this Note), the Borrower shall pay
(which the Borrower hereby agrees to pay) to the Bank such amount as will
reimburse the Bank for such loss, cost or expense. If the Bank requests such a
reimbursement, it shall provide the Borrower with a certificate setting forth
the computation of the loss, cost or expense giving rise to the request for
reimbursement in reasonable detail and such certificate shall be conclusive if
reasonably determined.

         Section 1.9.    Lending Branch. The Bank may, at its option, elect to
make, fund or maintain Portions of this Note at such of its branches or offices
as the Bank may from time to time elect.

         Section 1.10.   Discretion of Bank as to Manner of Funding.
Notwithstanding any provision of this Note to the contrary, the Bank shall be
entitled to fund and maintain its funding of all or any part of this Note in any
manner

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it sees fit, it being understood, however, that for the purposes of this Note
all determinations hereunder shall be made as if the Bank had actually funded
and maintained each Fixed Rate Portion during each Interest Period applicable
thereto through the purchase of deposits in the relevant market in the amount of
such Fixed Rate Portion, having a maturity corresponding to such Interest Period
and, in the case of any LIBOR Portion, bearing an interest rate equal to the
applicable LIBOR for such Interest Period.

SECTION 2.    PAYMENTS; PREPAYMENTS; NOTATIONS.

         Section 2.1.    Place and Application of Payments. All payments of
principal, interest and all other amounts payable hereunder shall be paid to the
Bank at its principal office in Chicago, Illinois. All such payments shall be
made in lawful money of the United States of America, in immediately available
funds at the place of payment, without setoff or counterclaim. Unless the
Borrower otherwise directs, principal payments made prior to the Bank's demand
for repayment of this Note, shall be first applied to the Prime Rate Portion
until payment in full thereof, with any balance applied to the Fixed Rate
Portions in the order in which their Interest Periods expire. No amount paid or
prepaid on this Note may be borrowed again.

         Section 2.2.    Voluntary Prepayments. (a) Prime Rate Portion. The
Borrower shall have the privilege of prepaying without premium or penalty and in
whole or in part (but, if in part, then in an amount not less than $10,000) the
Prime Rate Portion of this Note at any time upon notice to the Bank prior to
10:00 a.m. (Chicago time) on the date fixed for prepayment, such prepayment to
be made by the payment of the principal amount to be prepaid and accrued
interest thereon to the date of prepayment.

         (b) Fixed Rate Portions. The Borrower may prepay any Fixed Rate Portion
of this Note only on the last date of the then applicable Interest Period, in
whole or in part (but, if in part, then in an amount not less than $100,000 or
such greater amount which is an integral multiple of $100,000) upon three (3)
Business Days' prior notice to the Bank (which notice shall be irrevocable once
given, must be received by the Bank no later than 10:00 a.m. (Chicago time) on
the third Business Day preceding the date of such prepayment and shall specify
the principal amount to be repaid); provided, however, that the outstanding
principal amount of any Fixed Rate Portion of this Note prepaid in part shall
not be less than $1,000,000 after giving effect to such prepayment. Any such
prepayment shall be effected by payment of the principal amount to be prepaid
and accrued interest thereon to the end of the applicable Interest Period.

         Section 2.3.    Notations and Requests. The loan made against this
Note, the status of all amounts evidenced by this Note as constituting part of
the Prime Rate Portion or a LIBOR Portion or an Offered Rate Portion, and, in
the case of any Fixed Rate Portion, the rates of interest and Interest Periods
applicable to such Portions shall be recorded by the Bank on its books and
records or, at its option in any instance, endorsed on a schedule to this Note
and the unpaid principal balance and status, rates and Interest Periods so
recorded or endorsed by the Bank shall be prima facie evidence in any court or
other proceeding brought to enforce this Note of the principal amount remaining
unpaid thereon, the status of the loan evidenced thereby and the interest rates
and Interest Periods applicable thereto; provided, however, that the failure of
the Bank to record any of the foregoing shall not limit or otherwise affect the
obligation of the Borrower to repay on demand the principal amount of this Note
together with accrued interest thereon. Prior to any negotiation of this Note,
the Bank shall record on a schedule thereto the status of all amounts evidenced
thereby as constituting part of the Prime Rate Portion or LIBOR Portion or
Offered Rate Portion and, in the case of any Fixed Rate Portion, the rates of
interest and the Interest Periods applicable thereto.

                                      -5-

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SECTION 3.   CERTAIN LOAN TERMS.

         Without in any way affecting or impairing the Bank's right to demand
payment of this Note or in any manner limiting any terms or conditions as may
govern the indebtedness evidenced by this Note (including without limitation
those terms and conditions expressed herein), so long as any principal of or
interest on this Note remains outstanding:

         Section 3.1.    Indebtedness. The Borrower will not issue, incur,
assume, create or have outstanding any indebtedness for borrowed money and will
not be or become liable as endorser, guaranty, surety or otherwise for any debt,
obligation or undertaking of any other person, or otherwise agree to provide
funds for the payment of obligations of another or otherwise assure a creditor
of another against loss; provided, however, that the foregoing provisions shall
not apply to nor operate to prevent:

                   (a)   the Borrower's obligations on this Note and any other
         indebtedness and obligations of the Borrower to the Bank.

         Section 3.2.    Liens. The Borrower will not create, incur or permit to
exist any lien of any kind on any of its assets, including without limitation
the real property and associated structures and improvements owned by it and
located in Newport Beach, California (although the Borrower may sell the Newport
Beach property as permitted by Section 3.3 below) and Rowayton, Connecticut.

         Section 3.3.    Sales. The Borrower will not during any calendar year
sell, transfer, lease or otherwise dispose of assets aggregating more than 5% of
its total assets as of the commencement of such year nor will the Borrower sell
or dispose of any equity interest in any direct or indirect subsidiary without
the prior written consent of the Bank, provided, however, that the Borrower may
sell the real property and associated structures and improvements owned by it
and located in Newport Beach, California to a buyer unaffiliated with the
Borrower.

         Section 3.4.    No Impairment of Demand Character of the Note. The
Borrower acknowledges that this Note is payable upon demand and that nothing
herein contained shall in any manner affect or impair the right of Bank to
demand payment of this Note at any time it deems fit, even though no Default or
Event of Default has occurred or is continuing and even though the Borrower is
in compliance with the terms of this Note, and that upon so doing the Bank shall
be entitled to exercise the actions, rights, powers and remedies upon default
herein and by applicable law provided for.

         Section 3.5.    Not a Commitment. Neither this Note, any discussions
between the Borrower and the Bank relating to the transactions herein described,
or any other instruments or documents related hereto or thereto, constitute a
commitment by the Bank to make extensions of credit to the Borrower. Any
decision by the Bank whether to make extensions of credit to be evidenced hereby
will be made by the Bank in its sole discretion at the time such extensions of
credit are requested.

SECTION 4.   EVENTS OF DEFAULT AND REMEDIES.

         Section 4.1.    Events of Default. Any one or more of the following
shall constitute an "Event of Default" hereunder: (a) non-payment when due upon
the Bank's demand of any principal of or interest on this Note, or non-payment
when due (whether by demand, lapse of time, acceleration or otherwise) of any
other indebtedness or liabilities (whether direct, contingent or otherwise) of
the Borrower owing to the Bank; (b) failure of the Borrower to

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furnish the Bank with any financial information on the Borrower within 30 days
after such information is required to be delivered hereunder or after request
therefor by the Bank; (c) breach of any term or condition of the loan evidenced
by this Note; (d) insolvency of the Borrower; (e) the institution by or against
the Borrower of any bankruptcy or similar proceeding for the relief of debtors
or the appointment of any receiver for any such party or any of its property;
(f) the service of any warrant of attachment, garnishment, or the existence of
any tax lien, levy or similar process on or with respect to any property of the
Borrower which remains unvacated, unbonded, unstayed or unsatisfied for a period
of 30 days; or (g) the making of the Borrower of an assignment for the benefit
of creditors.

         Section 4.2.    Availability of LIBOR Portions. If and so long as any
Default or Event of Default has occurred and is continuing, no LIBOR Portion
shall be created, continued or effected by conversion.

         Section 4.3.    Other Remedies. When any Event of Default has occurred
and is continuing, unless the Bank shall otherwise elect at its option, this
Note, including both principal and interest, and all other amounts due under
this Note shall be and become immediately due and payable without demand,
presentment, protest or notice of any kind. Also in any such event, the Bank
shall have the right to exercise any other action, right, power or remedy
permitted by law.

         Section 4.4.    No Impairment of Demand Character of the Note. The
Borrower acknowledges that this Note is payable upon demand and that nothing
herein contained shall in any manner affect or impair the right of Bank to
demand payment of this Note at any time it deems fit, even though no Default or
Event of Default has occurred or is continuing and even though the Borrower is
in compliance with the terms of this Note, and that upon so doing the Bank shall
be entitled to exercise the actions, rights, powers and remedies upon default
herein and by applicable law provided for.

SECTION 5.   DEFINITIONS.

         As used in this Note, the following terms shall have the following
meanings:

         "Adjusted LIBOR" shall mean a rate per annum determined pursuant to the
following formula:

         Adjusted LIBOR =             LIBOR
                            -----------------------
                            100%-Reserve Percentage

         "Business Day" means a day on which the Bank is open for business in
Chicago, Illinois other than a Saturday or Sunday and, when used with respect to
LIBOR Portions, a day on which the Bank is also dealing in United States dollar
deposits in London, England and Nassau, Bahamas.

         "Default" means an event which with the passage of time, giving of
notice or both would constitute an Event of Default under this Note.

         "Fixed Rate Portions" means and includes LIBOR Portions and Offered
Rate Portions, unless the context in which such term shall otherwise require.

         "Interest Period" shall mean, with respect to (a) any LIBOR Portion,
the period commencing on, as the case may be, the creation, continuation or
conversion date with respect to such LIBOR Portion and ending one (1), two (2)
or three (3) months thereafter as selected by the Borrower in its notice as
provided herein and (b) any Offered

                                      -7-

<PAGE>

Rate Portion, the period commencing on, as the case may be, the creation,
continuation or conversion date with respect to such Offered Rate Portion and
ending one (1) to ninety (90) days thereafter as selected by the Borrower in its
notice as provided herein; provided that, all of the foregoing provisions
relating to Interest Periods are subject to the following:

                   (i)   if any Interest Period would otherwise end on a day
         which is not a Business Day, that Interest Period shall be extended to
         the next succeeding Business Day, unless the result of such extension
         would be to carry such Interest Period into the next calendar month in
         which event such Interest Period shall end on the immediately preceding
         Business Day;

                   (ii)  no Interest Period may extend beyond June 30, 2003; and

                   (iii) the interest rate to be applicable to each Portion for
         each Interest Period shall apply from and including the first day of
         such Interest Period to but excluding the last day thereof.

For purposes of determining an Interest Period, a month means a period starting
on one day in a calendar month and ending on a numerically corresponding day in
the next calendar month; provided, however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest Period is to end, then such Interest Period shall end on
the last Business Day of such month.

         "LIBOR" shall mean for an Interest Period for a borrowing of LIBOR
Portions (a) the LIBOR Index Rate for such Interest Period, if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic
average of the rate of interest per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) at which deposits in U.S. dollars in immediately
available funds are offered to the Bank at 11:00 a.m. (London, England time) two
(2) Business Days before the beginning of such Interest Period by major banks in
the interbank eurodollar market for a period equal to such Interest Period and
in an amount equal or comparable to the principal amount of the LIBOR Portion
scheduled to be made by the Bank as part of such borrowing. For purposes of this
definition, LIBOR Portions shall be deemed to be Eurocurrency liabilities as
defined in Regulation D without benefit of or credit for prorations, exemptions
or offsets under Regulation D. Each determination of LIBOR made by the Bank
shall be conclusive and binding absent manifest error.

         "LIBOR Index Rate" means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for deposits in U.S. Dollars for a period equal to such
Interest Period, which appear on the Telerate Page 3750 as of 11:00 a.m.
(London, England time) on the day two Business Days before the commencement of
such Interest Period.

         "LIBOR Portions" is defined in Section 1.1(a) hereof.

         "Offered Rate" means the rate per annum quoted to the Borrower by the
Bank for the applicable Interest Period, such Offered Rate being subject at all
times to the provisions of Section 1.1(d) hereof.

         "Offered Rate Portions" is defined in Section 1.1(a) hereof.

         "Portion" is defined in Section 1.1(a) hereof.

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<PAGE>

         "Prime Rate" means a fluctuating interest rate per annum at all times
equal to the rate of interest announced by Harris Trust and Savings Bank from
time to time as its prime commercial rate, with any change in such rate
resulting from a change in said prime commercial rate to be effective as of the
date of the relevant change in said prime commercial rate.

         "Prime Rate Portion" is defined in Section 1.1(a) hereof.

         "Reserve Percentage" shall mean, for the purpose of computing Adjusted
LIBOR, the maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental or other special reserves)
imposed by the Board of Governors of the Federal Reserve System (or any
successor) on "Eurocurrency liabilities" (as such term is defined in such
Board's Regulation D) for the applicable Interest Period as of the first day of
such Interest Period, but subject to any amendments to such reserve requirement
by such Board or its successor, and taking into account any transitional
adjustments thereto becoming effective during such Interest Period. Each
determination of LIBOR made by the Bank shall be conclusive and binding absent
manifest error.

         "Telerate Page 3750" means the display designated as "Page 3750" on the
Telerate Service (or such other page as may replace Page 3750 on that service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for U.S. Dollar deposits).

SECTION 6.   MISCELLANEOUS.

         Section 6.1.    No Waiver of Rights. No delay or failure on the part of
the Bank or on the part of the holder or holders of this Note in the exercise of
any power or right shall operate as a waiver thereof or as an acquiescence in
any Default or Event of Default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof, or the exercise
of any other power or right, and the rights and remedies hereunder of the Bank
and of the holder or holders of this Note are cumulative to, and not exclusive
of, any rights or remedies which any of them would otherwise have.

         Section 6.2.    Amendments. No amendment, modification or waiver of any
provision of this Note, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Bank.

         Section 6.3.    Holidays. If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall
be due and payable. In the case of any payment of principal falling due on a day
which is not Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount shall be due and payable on the next scheduled date for the payment of
interest.

         Section 6.4.    Costs and Expenses. The Borrower agrees to pay on
demand all costs and expenses of the Bank (including attorneys' fees) incurred
in connection with any consents or waivers hereunder or amendments hereto which
requires any change in the documentation relating to this Note or any collateral
security therefor; and all costs and expenses (including attorneys' fees), if
any, incurred by the Bank or any other holders of the Note in connection with
the enforcement of this Note and the other instruments and documents to be
delivered hereunder and any collateral security therefor.

                                      -9-

<PAGE>

         Section 6.5.    Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Bank of amounts sufficient to
protect the yield of the Bank with respect to the indebtedness evidenced by this
Note, including, but not limited to, Sections 1.7 and 1.8 hereof, shall survive
the termination and the payment of this Note.

         Section 6.6.    Notices. All notices and communications provided for
herein shall be in writing, except as otherwise specifically provided for
hereinabove, and shall be deemed to have been given or made when served
personally or when deposited in the United States mail addressed if to the
Borrower at 100 Half Day Road, Lincolnshire, Illinois 60069, Attn: Mr. Dan
DeCanniere or if to the Bank at 111 West Monroe Street, Chicago, Illinois 60690,
Attention: Joann Holman or at such other address as shall be designated by any
party thereto in a written notice given to each party pursuant to this Section
6.6.

         Section 6.7.    Severability of Provisions. Any provision of this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or enforceability
without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

         Section 6.8.    Maximum Interest. In no contingency or event whatsoever
shall the aggregate of all amounts deemed interest hereunder and charged or
collected pursuant to the terms of this Note exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. In the event that such a court determines
that the Bank has charged or received interest hereunder in excess of the
highest applicable rate, the rate in effect hereunder shall automatically be
reduced to the maximum rate permitted by applicable law and the Bank shall
promptly refund to the Borrower any interest received by the Bank in excess of
the maximum lawful rate or, if so requested by the Borrower, shall apply such
excess to the principal balance of this Note. It is the intent hereof that the
Borrower not pay or contract to pay, and that the Bank not receive or contract
to receive, directly or indirectly in any manner whatsoever, interest in excess
of that which may be paid by the Borrower under applicable law.

         Section 6.9.    Setoff. The Borrower authorizes the Bank to charge the
principal of and the interest on this Note against amounts on deposit in the
Borrower's accounts with the Bank; but the inadequacy of such deposits shall not
impair or otherwise affect the Borrowers obligation to pay such amounts, which
is absolute and unconditional.

         Section 6.10.   Financial Reports. The Borrower shall maintain a
standard system of accounting in accordance with GAAP and shall furnish to the
Bank:

                   (a)   as soon as available, and in any event within sixty
         (60) days (in the case of the first three fiscal quarters in each
         fiscal year) or ninety (90) days (in the case of the last fiscal
         quarter in each fiscal year) after the close of each quarterly
         accounting period of the Borrower, a copy of the consolidated balance
         sheet of the Borrower and its subsidiaries as of the close of such
         period and the consolidated statements of profit and loss and cash
         flows of the Borrower and its subsidiaries for such period, each in
         reasonable detail showing in comparative form the figures for the
         corresponding date and period in the previous fiscal year, prepared by
         the Borrower and certified to by the chief financial officer of the
         Borrower; and

                   (b)   as soon as available, and in any event within ninety
         (90) days after the close of each annual accounting period of the
         Borrower, a copy of the annual audit report for the Borrower and its
         subsidiaries as of the close of such period with accompanying financial
         statements (including consolidated

                                      -10-

<PAGE>

         balance sheet and profit and loss and cash flow statements of the
         Borrower and its subsidiaries for such period), and accompanying notes
         thereto, each in reasonable detail showing in comparative form the
         figures for the previous fiscal year, accompanied by an unqualified
         opinion thereon of Ernst & Young LLP or another firm of independent
         public accountants of recognized national standing, selected by the
         Borrower and satisfactory to the Bank, to the effect that the financial
         statements have been prepared in accordance with GAAP and present
         fairly in accordance with GAAP the consolidated financial condition of
         the Borrower and its subsidiaries as of the close of such fiscal year
         and the results of their operations and cash flows for the fiscal year
         then ended and that an examination of such accounts in connection with
         such financial statements has been made in accordance with generally
         accepted auditing standards and, accordingly, such examination included
         such tests of the accounting records and such other auditing procedures
         as were considered necessary in the circumstances.

         Section 6.11.   Binding Nature; Governing Law; Waivers. This Note shall
be binding upon the Borrower and upon its heirs, legal representatives,
successors and assigns, and shall inure to the benefit of the Bank and the
benefit of its successors and assigns, including any subsequent holder of this
Note. This Note shall be governed and construed in accordance with the internal
laws of the State of Illinois without regard to principles of conflicts of laws.
The Borrower hereby waives presentment for payment and demand.



Hewitt Holdings L.L.C.

By:  /s/: C. L. Connolly III
------------------------------------
          C. L. Connolly III

Its: General Counsel and Authorized Representative

                                      -11-