**Exhibit 10.24****FIRST AMENDMENT TO LEASE**     **THIS FIRST AMENDMENT TO LEASE**(“**Amendment**”), entered into this 5th day of May, 2005by and between **222 SOUTH RIVERSIDE PROPERTY LLC**, a Delaware limited liability company, as Landlord,and **SUA INSURANCE COMPANY,**an Illinois statutory insurance company, as Tenant.**R E C I T A L S:**     A. Landlord and Tenant entered into that certain Office Lease Agreement dated as of February3, 2005 (the “**Lease**”) for approximately 24,987 square feet of rentable area (the “**Premises**”)located on the 16th floor of the building located at 222 South Riverside Plaza, Chicago,Illinois, (the “**Building**”).     B. Landlord and Tenant have heretofore entered into that certain Temporary Occupancy Agreementdated December 22, 2004 (“**23****rd****Floor Temporary Occupancy Agreement**”) pursuant to whichLandlord is permitting Tenant to temporarily occupy approximately 5,581 square feet of rentablearea (“**Original Temporary Premises**”) designated as Suites 2350 and 2360 and located on the23rd floor of the Building.     C. Landlord and Tenant have also heretofore entered into that certain Temporary OccupancyAgreement dated February 22, 2005 (“**8****th****Floor Temporary Occupancy Agreement**”) pursuantto which Landlord is permitting Tenant to temporarily occupy approximately 1,732 square feet ofrentable area located on the 8th floor of the Building and designated as Suite 865 (the"**8****th****Floor Temporary Premises**”).     D. Landlord and Tenant desire (i) to terminate the 23rd Floor Temporary OccupancyAgreement, (ii) to permit Tenant to occupy, on a temporary basis, 5,267 square feet of rentablearea located on the 18th floor of the Building and depicted on **Exhibit A-1**attachedhereto (the “**Substitute Temporary Premises**”) consisting of Suite 1855 (containing approximately2,894 square feet of rentable area) and Suite 1870 (containing approximately 2,373 square feet ofrentable area) and (iii) to extend the term of the 8th Floor Temporary OccupancyAgreement to August 31, 2005.     E. Landlord and Tenant desire to amend the Lease on the terms and conditions hereinafter setforth.     **NOW, THEREFORE**, in consideration of the mutual covenants contained herein and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlordand Tenant agree to amend the Lease as follows:     1. **Surrender of Original Temporary Premises**. Tenant shall, no later than May 22, 2005(the “**Surrender Date**”), (a) remove all Tenant’s wiring, cabling, fixtures, furniture and otherproperty from the Original Temporary Premises; (b) surrender possession of the Original TemporaryPremises to Landlord in broom-clean condition; and (c) surrender to Landlord all keys for theOriginal Temporary Premises. If Tenant performs all of its obligations under the immediatelypreceding sentence before May 22, 2005, the date on which Tenant has
 

 
performed the last of such obligations shall be deemed to be the “**Surrender Date**”. Tenant does herebyacknowledge and agree that Tenant’s surrender of the Original Temporary Premises to Landlord shallnot terminate the Lease with respect to the Premises or release Tenant from its obligations underthe 23rd Floor Temporary Occupancy Agreement including, but not limited to, Tenant’sobligation to pay Gross Rent (as defined in the 23rd Floor Temporary OccupancyAgreement), and all other charges imposed on Tenant under the 23rd Floor TemporaryOccupancy Agreement accruing with respect to the Original Temporary Premises up to and includingthe Surrender Date. Tenant shall be liable to Landlord for costs incurred by Landlord as a resultof Tenant’s failure to perform any of the foregoing, which liability shall survive the SurrenderDate.     Tenant hereby certifies, with respect to Tenant’s rights in and occupancy of the OriginalTemporary Premises, that the following statements are true as of the date hereof and will be trueon the Surrender Date:     (a) There exist no subleases affecting the Original Temporary Premises or any partthereof;     (b) Tenant has not assigned or encumbered Tenant’s interest under the 23rdFloor Temporary Occupancy Agreement or any part thereof;     (c) Tenant has not at any time done or suffered any act or omission and will not do orsuffer any act or omission whereby the Original Temporary Premises or any part thereof is ormay be in any way charged, assessed or encumbered. No contracts for the furnishing of anylabor or materials with respect to improvements or alterations in or about the OriginalTemporary Premises have been let by Tenant or are outstanding that have not been performedand satisfied; and     (d) Tenant has full authority to execute and deliver this Amendment.     Tenant agrees to defend, indemnify and save Landlord harmless from and against all loss, cost,damage and expense sustained by Landlord (including, without limitation, all expenses, costs andreasonable attorneys’ fees of Landlord in any action or defense undertaken by Landlord to protectitself from such loss or damage) resulting from any breach by Tenant of the covenants,representations and warranties made herein, from any lien, charge, encumbrance or claim against theOriginal Temporary Premises relating to any work or action caused or undertaken by or on behalf ofTenant prior to the Surrender Date, from any failure of Tenant to surrender possession of theOriginal Temporary Premises on or before the Surrender Date in the manner required hereunder, andfrom any claim against Landlord for which the Tenant is responsible or which has occurred as aresult of Tenant’s action or inaction, which obligation shall survive the Surrender Date. Tenant’sfailure to surrender possession of the Original Temporary Premises to Landlord by the SurrenderDate in the manner required hereunder shall be deemed a Default under the Lease entitling Landlord,without the necessity of any further notice, to exercise all of its rights and remedies inconnection therewith, including, without limitation, the right to recover holdover rent from Tenantwith respect to the Original Temporary Premises at a rate equal to two hundred
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percent (200%) ofthe Gross Rent due under the 23rd Floor Temporary Occupancy Agreement for the period ofsuch holdover.     2. **Substitute Temporary Premises**. Effective as of the Substitute Temporary PremisesCommencement Date (hereinafter defined), the Substitute Temporary Premises shall be added to thePremises upon all of the terms and conditions of the Lease as modified herein. The Lease of theSubstitute Temporary Premises shall terminate upon the earlier to occur of (a) August 31, 2005, and(b) the expiration or sooner termination of the Lease with respect to the Premises. Tenant shallhave the right to terminate the Lease with respect to the Substitute Temporary Premises (but notwith respect to the portion of the Premises located on the 16th floor of the Building)prior to August 31, 2005 in the event that the initial tenant improvement work to be performed inthe portion of the Premises located on the 16th floor of the Building has beencompleted, by delivering 30 days prior written notice of such early termination to Landlord. Theterm “**Substitute Temporary Premises Commencement Date**” shall mean the date upon which Landlorddelivers possession of the Substitute Temporary Premises to Tenant, which date shall be within two(2) business days after the date this Amendment is fully executed and delivered. Notwithstandingthe foregoing, Landlord’s failure to deliver possession of the Additional Space to Tenant by suchdate for reasons outside Landlord’s reasonable control shall not affect the enforceability of thisAmendment, or subject Landlord to any liability to Tenant for damages or be deemed a default byLandlord of its obligations under the Lease. Tenant’s failure to surrender possession of theSubstitute Temporary Premises to Landlord by the end of the term of the Lease with the respect tothe Substitute Temporary Premises shall be deemed a Default under the Lease entitling the Landlord,without the necessity of any further notice, to exercise all of its rights and remedies inconnection therewith, including, without limitation, the right to recover holdover rent from Tenantwith respect to the Substitute Temporary Premises at a rate equal to 200% of the temporary premisesrent for the period of such holdover.     3. **Gross Rent**. Commencing on the Substitute Temporary Premises Commencement Date,Tenant shall, in addition to the Base Rent and Additional Rent payable with respect to thePremises, pay to Landlord rent (“**Temporary Premises Rent**”) with respect to the Substitute TemporaryPremises in the manner and at the times set forth in Section 6 of the Lease for the payment of BaseRent and in the amounts hereinafter provided, without demand, deduction or setoff, except asexpressly provided in the Lease. Temporary Premises Rent shall be payable in equal monthlyinstallments of $10,972.92.     4. **Condition of Substitute Temporary Premises**. Tenant acknowledges that it is leasingthe Substitute Temporary Premises in its “as is” condition, and that no agreements to alter,remodel, decorate, clean or improve the Substitute Temporary Premises have been made by Landlord orany party acting on Landlord’s behalf. Tenant acknowledges and agrees that it shall not performany alterations in the Substitute Temporary Premises.     5. **8****th****Floor Temporary Premises**. The term of the 8th FloorTemporary Occupancy Agreement is hereby extended to August 31, 2005 (the “**8****th****FloorTemporary Premises Expiration Date**”). Tenant shall have the right to terminate the 8thFloor Temporary Occupancy Agreement (but not with respect to the portion of the Premises located onthe 16th floor of the Building) prior to August 31, 2005 if the initial tenantimprovement work to be performed in the
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portion of the Premises located on the 16thfloor of the Building has been completed, by delivering 30 days prior written notice of such earlytermination to Landlord. Tenant shall pay Landlord monthly rent for use of the 8thFloor Temporary Premises through the 8th FloorTemporary Premises Expiration Date in the amount of $3,608.33. On or before the8th Floor Temporary Premises Expiration Date, Tenant shall (a) remove all Tenant’swiring, cabling, fixtures, furniture and other property from the 8th Floor TemporaryPremises; (b) surrender possession of the 8th Floor Temporary Premises to Landlord inbroom-clean condition; and (c) surrender to Landlord all keys for the 8th FloorTemporary Premises. Tenant’s failure to surrender possession of the 8th Floor TemporaryPremises to Landlord by the 8th Floor Temporary Premises Expiration Date in thecondition required above shall be deemed a Default under the Lease entitling Landlord, withoutnecessity of any further notice, to exercise all of its rights and remedies in connectiontherewith, including, without limitation, the right to recover holdover rent from Tenant withrespect to the 8th Floor Temporary Premises at a rate equal to two hundred percent(200%) of the Temporary Premises Rent for the period of such holdover.     6. **Electricity**. Tenant shall pay for electricity used at the Substitute TemporaryPremises and the 8th Floor Temporary Premises directly to the electric utility company.     7. **Brokers**. Landlord and Tenant each represent and warrant to the other that the onlybroker they have dealt with in connection with this Amendment is The John Buck Company, whosecommission and fees shall be paid by Landlord pursuant to a separate written agreement. Landlordand Tenant each agree to defend, indemnify and hold the other harmless from and against all claimsby any other broker for fees, commissions or other compensation to the extent such broker allegesto have been retained by the indemnifying party in connection with the execution of this Amendment.The provisions of this paragraph shall survive the expiration or sooner termination of the Lease.     8. **Limitation of Landlord’s Liability**. The obligations of Landlord under the Lease asamended by this Amendment do not constitute personal obligations of the individual partners,members, directors, officers, shareholders, trustees or beneficiaries of Landlord, and Tenant shallnot seek recourse against the partners, members, directors, officers, shareholders, trustees orbeneficiaries of Landlord, or any of their personal assets for satisfaction of any liability withrespect to the Lease as amended by this Amendment. In the event of any default by Landlord underthe Lease as amended by this Amendment, Tenant’s sole and exclusive remedy shall be againstLandlord’s interest in the Building and the real property on which it is located. The provisionsof this paragraph are not designed to relieve Landlord from the performance of any of itsobligations hereunder, but rather to limit Landlord’s liability in the case of the recovery of ajudgment against it, as aforesaid, nor shall any of the provisions of this paragraph be deemed tolimit or otherwise affect Tenant’s right to obtain injunctive relief or specific performance oravailability of any other right or remedy which may be accorded Tenant by law or the Lease. In theevent of sale or other transfer of Landlord’s right, title and interest in the Building, Landlordshall be released from all liability and obligations thereafter accruing under the Lease as amendedby this Amendment; provided, that this paragraph shall inure to the benefit of any such purchaseror transferee.
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     9. **Miscellaneous**. Except as modified herein, the Lease and all of the terms andprovisions thereof shall remain unmodified and in full force and effect as originally written. Inthe event of any conflict or inconsistency between the provisions of the Lease and the provisionsof this Amendment, the provisions of this Amendment shall control. All terms used herein butnot defined herein which are defined in the Lease shall have the same meaning for purposeshereof as they do for purposes of the Lease. The Recitals set forth above in this Amendment arehereby incorporated by this reference. This Amendment shall be binding upon and shall inure to thebenefit of the parties hereto and their respective beneficiaries, successors and assigns.     10. **Counterparts**. This Amendment may be executed in any number of counterparts and byeach of the undersigned on separate counterparts, which counterparts taken together shallconstitute one and the same instrument.**[SIGNATURE PAGE FOLLOWS]**
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     **IN WITNESS WHEREOF**, the undersigned have executed this Amendment as of the day and year firstabove written.**LANDLORD**:**222 SOUTH RIVERSIDE PROPERTY LLC**,