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                                                                   EXHIBIT 10.39


                          WAIVER AND THIRD AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

    THIS WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"AMENDMENT") is dated for reference purposes only as of August 14, 2002, by and
between American National Bank and Trust Company of Chicago, a national banking
association ("BANK"), and SPSS Inc., a Delaware corporation ("BORROWER").

                                    RECITALS:

    A. Bank has made loans and certain other financial accommodations to
Borrower pursuant to the terms of that certain Amended and Restated Loan
Agreement dated as of June 1, 2000, as amended by First Amendment to Amended and
Restated Loan Agreement dated as of January 26, 2001, and by the Waiver and
Second Amendment to Amended and Restated Loan Agreement dated as of May 31, 2002
(collectively, the "EXISTING LOAN AGREEMENT").

    B. Borrower has failed to satisfy the requirements of Sections 6.1(a) and
6.1(c) of the Existing Loan Agreement for the fiscal quarter ending June 30,
2002 (the "EXISTING DEFAULTS"), and Borrower has requested that Bank waive the
Existing Defaults.

    C. Bank has agreed to waive the Existing Defaults on the condition that (i)
Borrower's indirect, wholly-owned subsidiary, SPSS US Inc., a Delaware
corporation ("SPSS US"), secure the full payment and performance of all existing
and future Borrower's Liabilities by granting to Bank a first priority
collateral security interest in all of SPSS US's assets, (ii) Borrower amend
certain provisions of the Existing Loan Agreement as provided in this Amendment,
and (iii) Borrower complies with all other terms and conditions of this
Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

    1. Incorporation of Recitals. Borrower hereby represents and warrants to
Bank that the foregoing Recitals are (a) true and accurate, (b) an integral part
of this Amendment and (c) hereby incorporated into this Amendment and made a
part hereof. All terms capitalized but not expressly defined herein shall, for
purposes hereof, have the respective meanings set forth in the Existing Loan
Agreement.

    2. Amendments to Existing Loan Agreement.

    (a) Section 1.1 of the Existing Loan Agreement is hereby amended by adding
the following definition in its entirety:


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    "ACCOUNTS": ALL "ACCOUNTS" (AS SUCH TERM IS DEFINED IN THE UCC), OF BORROWER
    AND ANY COLLATERAL SUBSIDIARY, INCLUDING WITHOUT LIMITATION ALL ACCOUNTS,
    ACCOUNTS RECEIVABLE, CHATTEL PAPER AND CONTRACT RIGHTS OWING TO BORROWER OR
    ANY COLLATERAL SUBSIDIARY, INCLUDING, WITHOUT LIMITATION, RIGHTS, LETTERS OF
    CREDIT, NOTES, INSTRUMENTS AND DOCUMENTS, WHICH SHALL INCLUDE, WITHOUT
    LIMITATION, AMOUNTS DUE OR TO BECOME DUE IN THE FUTURE.

    (b) Section 1.1 of the Existing Loan Agreement is hereby amended by adding
the following definition in appropriate alphabetical order:

    "COLLATERAL SUBSIDIARY": MEANS EACH SUBSIDIARY OF BORROWER THAT HAS EXECUTED
    AND DELIVERED APPROPRIATE SECURITY AGREEMENTS, DOCUMENTS AND INSTRUMENTS TO
    CREATE A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN SUCH
    SUBSIDIARY'S ACCOUNTS AND ANY OTHER ASSETS REQUIRED BY BANK.

    (c) Section 2.1(a) of the Existing Loan Agreement is hereby amended in its
entirety to read as follows:

    (a) REVOLVING LOANS. SUBJECT TO THE TERMS AND CONDITIONS HEREOF, BANK SHALL
    MAKE AVAILABLE TO BORROWER REVOLVING LOANS FROM TIME TO TIME IN AN AGGREGATE
    PRINCIPAL AMOUNT NOT TO EXCEED, AT ANY TIME OUTSTANDING, AN AMOUNT (THE
    "MAXIMUM PRINCIPAL AMOUNT"), EQUAL TO THE LESSER OF: (i) ELEVEN MILLION FIVE
    HUNDRED THOUSAND DOLLARS ($11,500,000), MINUS LETTER OF CREDIT USAGE, OR
    (ii) LOAN AVAILABILITY, MINUS LETTER OF CREDIT USAGE. THE LOANS SHALL BE
    FURTHER EVIDENCED BY THE REVOLVING A LOANS NOTE. THE LOANS SHALL BE FUNDED
    AND INTEREST SHALL ACCRUE AND BE PAID THEREON IN ACCORDANCE WITH THIS
    ARTICLE 2. THE ENTIRE UNPAID PRINCIPAL BALANCE PLUS ACCRUED BUT UNPAID
    INTEREST ON THE LOANS IS DUE AND PAYABLE ON THE REVOLVING A LOANS MATURITY
    DATE.

    (d) Section 2.14 of the Existing Loan Agreement is hereby amended to change
all references to "Borrower" therein (other than the first such reference) to be
references to "Borrower or any Collateral Subsidiary."

    (e) Section 2.16 of the Existing Loan Agreement is hereby amended in its
entirety to read as follows:

    2.16 REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATING TO ACCOUNTS.
    BORROWER WARRANTS AND REPRESENTS TO BANK ON EACH DATE THAT A BORROWING BASE
    CERTIFICATE IS DELIVERED TO BANK THAT, AS OF SUCH DATE:

         (a) THE ACCOUNTS LISTED THEREIN AS ELIGIBLE ACCOUNTS ARE GENUINE, ARE
         IN ALL RESPECTS WHAT THEY PURPORT TO BE, ARE NOT REDUCED TO A JUDGMENT
         AND, IF EVIDENCED BY ANY INSTRUMENT OR ITEM OF CHATTEL PAPER, ARE
         EVIDENCED BY ONLY ONE EXECUTED ORIGINAL INSTRUMENT OR



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         ITEM OF CHATTEL PAPER, AND, SUCH ORIGINAL HAS BEEN ENDORSED AND
         DELIVERED TO BANK;

         (b) THE ACCOUNTS LISTED THEREIN AS ELIGIBLE ACCOUNTS REPRESENT BONA
         FIDE TRANSACTIONS COMPLETED IN ACCORDANCE WITH THE TERMS AND PROVISIONS
         CONTAINED IN THE INVOICES AND OTHER DOCUMENTS, IF ANY, DELIVERED TO
         BANK WITH RESPECT THERETO;

         (c) THE AMOUNTS OF THE ACCOUNTS LISTED THEREIN AS ELIGIBLE ACCOUNTS ARE
         ACTUALLY AND ABSOLUTELY OWING TO THE BORROWER OR THE APPLICABLE
         COLLATERAL SUBSIDIARY AND ARE NOT CONTINGENT FOR ANY REASON;

         (d) NO PAYMENTS HAVE BEEN MADE ON THE ACCOUNTS LISTED THEREON AS
         ELIGIBLE ACCOUNTS;

         (e) THERE ARE NO SETOFFS, COUNTERCLAIMS OR DISPUTES EXISTING, OR TO THE
         BEST OF BORROWER'S AND THE COLLATERAL SUBSIDIARIES' KNOWLEDGE,
         ASSERTED, WITH RESPECT TO ANY ACCOUNTS LISTED THEREON AS AN ELIGIBLE
         ACCOUNT AND NEITHER BORROWER NOR ANY COLLATERAL SUBSIDIARY HAS MADE ANY
         AGREEMENT WITH ANY ACCOUNT DEBTOR THEREOF FOR ANY DEDUCTION THEREFROM,
         EXCEPT A REGULAR DISCOUNT ALLOWED IN THE ORDINARY COURSE OF ITS
         BUSINESS;

         (f) TO THE BEST OF BORROWER'S AND THE COLLATERAL SUBSIDIARIES'
         KNOWLEDGE, THERE ARE NO FACTS, EVENTS OR OCCURRENCES WHICH IN ANY WAY
         IMPAIR THE VALIDITY OR ENFORCEABILITY OF THE ACCOUNTS LISTED THEREON AS
         ELIGIBLE ACCOUNTS;

         (g) TO THE BEST OF BORROWER'S AND THE COLLATERAL SUBSIDIARIES'
         KNOWLEDGE, ALL ACCOUNT DEBTORS OF THE ACCOUNTS LISTED THEREON AS
         ELIGIBLE ACCOUNTS ARE SOLVENT AND HAD THE CAPACITY TO CONTRACT AT THE
         TIME ANY CONTRACT OR OTHER DOCUMENT, IF ANY, GIVING RISE TO OR
         EVIDENCING THE ACCOUNTS WAS EXECUTED AND THERE ARE NO PROCEEDINGS OR
         ACTIONS WHICH ARE THREATENED OR PENDING AGAINST ANY SUCH ACCOUNT DEBTOR
         WHICH COULD REASONABLY BE EXPECTED TO RESULT IN ANY MATERIAL ADVERSE
         CHANGE IN ITS FINANCIAL CONDITION; AND

         (h) THE ACCOUNTS LISTED THEREIN AS ELIGIBLE ACCOUNTS MEET ALL CRITERIA
         FOR ELIGIBILITY AS SET FORTH IN THIS SECTION 2.16 AND ARE NOT
         INELIGIBLE ACCOUNTS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION
         2.16.

    (f) Section 6.2(c)(vi) to the Existing Loan Agreement is hereby amended in
it is entirety to read as follows:

    SECTION 6.2(c)(vi) MONTHLY REPORTS. WITHIN FIFTEEN (15) CALENDAR DAYS AFTER
    THE END OF EACH CALENDAR MONTH, BORROWER WILL DELIVER TO BANK: (i) A



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    SCHEDULE OF ACCOUNTS OF BORROWER AND EACH COLLATERAL SUBSIDIARY, IDENTIFYING
    ALL ACCOUNTS AND THE AGING THEREOF BY SUMMARY OF EACH CUSTOMER OWED TO OR BY
    BORROWER OR ANY COLLATERAL SUBSIDIARY, AND (ii) A BORROWING BASE CERTIFICATE
    IN THE FORM REQUIRED PURSUANT TO SECTION 6.2(c)(vii), ALL CERTIFIED AS TO
    ACCURACY BY THE CHIEF FINANCIAL OFFICER OR CORPORATE CONTROLLER OF BORROWER,
    TOGETHER WITH ALL INFORMATION IN BORROWER'S POSSESSION OR CONTROL REASONABLY
    REQUESTED BY THE BANK WITH RESPECT TO ANY ACCOUNT DEBTOR TO THE EXTENT
    BORROWER SHALL BE PERMITTED TO DELIVER SUCH INFORMATION IN ACCORDANCE WITH
    APPLICABLE LAW.

    (g) Section 3.1 of the Existing Loan Agreement is hereby redesignated as
Section 3.1(a), and new Sections 3.1(b) and 3.1(c) are hereby added to the
Existing Loan Agreement as follows:

    (b) LOCK BOX. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BORROWER AND
    EACH COLLATERAL SUBSIDIARY SHALL DIRECT ALL ACCOUNT DEBTORS TO REMIT ALL
    PAYMENTS TO A LOCK BOX ESTABLISHED PURSUANT TO BANK'S CUSTOMARY LOCK BOX
    DOCUMENTATION. BORROWER AND EACH COLLATERAL SUBSIDIARY SHALL RECEIVE, AS
    TRUSTEE FOR BANK, ALL MONIES, CHECKS, NOTES, DRAFTS AND ALL OTHER PAYMENT
    FOR AND/OR PROCEEDS OF ACCOUNT COLLATERAL THAT ARE CASH EQUIVALENTS WHICH
    COME INTO THE POSSESSION OR UNDER THE CONTROL OF THE BORROWER AND EACH
    COLLATERAL SUBSIDIARY (OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS,
    EMPLOYEES, AGENTS OR THOSE PERSONS ACTING FOR OR IN CONCERT WITH THE
    BORROWER AND EACH COLLATERAL SUBSIDIARY), AND, IMMEDIATELY UPON RECEIPT
    THEREOF, BORROWER OR THE APPLICABLE COLLATERAL SUBSIDIARY SHALL REMIT THE
    SAME (OR CAUSE THE SAME TO BE REMITTED), IN KIND, TO BANK (AT BANK'S
    PRINCIPAL PLACE OF BUSINESS DESIGNATED AT THE BEGINNING OF THIS AGREEMENT)
    OR TO THE LOCK BOX. ALL SUCH ACCOUNT COLLATERAL PROCEEDS SHALL THEN BE
    TRANSFERRED ON A DAILY BASIS TO THE CASH COLLATERAL ACCOUNT ESTABLISHED AT
    BANK FOR SUCH PURPOSE PURSUANT TO THE TERMS OF SECTION 3.4(c) BELOW.

    (c) CASH COLLATERAL ACCOUNT. DURING THE TERM OF THIS AGREEMENT, BORROWER AND
    EACH COLLATERAL SUBSIDIARY SHALL MAINTAIN A CASH COLLATERAL ACCOUNT WITH
    BANK IN BANK'S NAME INTO WHICH BORROWER SHALL IMMEDIATELY DEPOSIT ALL
    REMITTANCES, CASH AND CASH-EQUIVALENTS, INCLUDING PROCEEDS OF THE ACCOUNTS
    COLLATERAL, IN THE IDENTICAL FORM IN WHICH SUCH PAYMENT WAS MADE, WHETHER BY
    CASH, CHECK OR OTHERWISE. SO LONG AS THIS AGREEMENT IS IN EFFECT, ALL
    PAYMENTS MADE TO THE CASH COLLATERAL ACCOUNT SHALL BE AND REMAIN, SUBJECT TO
    THE TERMS OF THIS AGREEMENT, UNDER THE SOLE AND EXCLUSIVE CONTROL OF BANK.
    EACH BORROWER HEREBY AGREES THAT, FOR SO LONG AS THIS AGREEMENT IS IN
    EFFECT, ALL PAYMENTS MADE TO THE CASH COLLATERAL ACCOUNT OR OTHERWISE
    RECEIVED BY BANK, WHETHER IN RESPECT OF THE ACCOUNTS OR AS PROCEEDS OF OTHER
    OF ANY BORROWER'S COLLATERAL OR OTHERWISE, SHALL (i) BE AND REMAIN, SUBJECT
    TO OTHER TERMS OF THIS AGREEMENT, UNDER THE SOLE AND EXCLUSIVE CONTROL OF
    BANK AND (ii) [TWO (2) BUSINESS DAYS] AFTER RECEIPT INTO THE CASH COLLATERAL
    ACCOUNT BE APPLIED TO REDUCE THE OUTSTANDING


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    PRINCIPAL BALANCE OF THE LOANS. IF NO LOANS ARE THEN OUTSTANDING, ALL SUCH
    REMITTANCES, CASH AND CASH-EQUIVALENTS SHALL BE TRANSFERRED TO THE OPERATING
    ACCOUNT OF BORROWER MAINTAINED BY BANK. UNLESS OTHERWISE AGREED TO IN
    WRITING FROM TIME TO TIME HEREAFTER, ALL PAYMENTS WHICH BORROWER IS REQUIRED
    TO MAKE TO BANK UNDER THIS AGREEMENT OR UNDER ANY OF THE OTHER AGREEMENTS
    MAY BE MADE BY APPROPRIATE DEBITS TO THE OPERATING ACCOUNT. BANK MAY, IN ITS
    SOLE AND ABSOLUTE DISCRETION, ELECT TO BILL BORROWER FOR SUCH AMOUNTS, IN
    WHICH CASE THE AMOUNT SHALL BECOME DUE AND PAYABLE IN ACCORDANCE WITH THE
    APPLICABLE PROVISIONS OF THIS AGREEMENT AND THE OTHER AGREEMENTS.


    (h) Section 7.1(a) of the Existing Loan Agreement is hereby amended in its
entirety to read as follows:

    (a) IF BORROWER FAILS OR NEGLECTS TO PERFORM, KEEP OR OBSERVE ANY OF
    BORROWER'S OBLIGATIONS AND THE SAME IS NOT CURED WITHIN THIRTY (30) DAYS
    AFTER SUCH DEFAULT OR, IF SUCH DEFAULT IS NOT SUSCEPTIBLE TO CURE WITHIN
    THIRTY (30) DAYS, THEN WITHIN NINETY (90) DAYS SO LONG AS BORROWER IS
    ACTIVELY TAKING ALL COMMERCIALLY REASONABLE MEASURES TO CURE THE SAME;
    PROVIDED THAT ALL FAILURES, IF ANY, TO TIMELY PAY BORROWER'S LIABILITIES ARE
    GOVERNED BY SUBSECTION (c) BELOW AND THAT A BREACH OF ANY OF THE PROVISIONS,
    TERMS, CONDITIONS OR COVENANTS CONTAINED IN SECTIONS 6.1, 6.2(d), 6.3 AND
    6.4 SHALL AUTOMATICALLY BE AN EVENT OF DEFAULT WITHOUT ANY NOTICE OR CURE
    PERIOD.

    (i) Sections 7.1(f) through (m), inclusive, 7.1(0) and 7.1(p) are hereby
amended to change all references to "Borrower" therein to be references to
"Borrower or any Collateral Subsidiary."

    3. Waiver. Bank hereby waives the Existing Defaults. Borrower and Bank
hereby agree that the foregoing waiver of the Existing Defaults shall in no way
be deemed to be a waiver or forbearance of any other default, any other Event of
Default or any Unmatured Default, whether now existing or hereafter arising,
under the Existing Loan Agreement or any other Loan Document.

    4. Effectiveness; Security Agreement. This Amendment shall be effective upon
the delivery to Bank of each of the following: (i) a fully-executed Amendment,
(ii) a fully-executed Security Agreement in form and substance acceptable to
Bank, executed by SPSS US (the "SPSS US SECURITY AGREEMENT"), and (iii) UCC
Financing Statements, each in form and substance satisfactory to Bank, executed
by SPSS US. The continued effectiveness of the waiver in Section 3 shall be
further conditioned upon the delivery to Bank, on or prior to August 23, 2002,
of a copy, certified by the secretary of the Borrower, of (A) the resolutions of
Borrower's board of directors authorizing the execution, delivery and
performance of this Amendment, and (B) the resolutions of SPSS US's Board of
Directors authorizing the execution, delivery and performance of the Security
Agreement.



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    5. Post-closing Covenants. Borrower shall take all action requested by the
Bank, in its sole discretion, necessary or desirable to create in favor of Bank
a valid and perfected first priority pledge and security interest in and to all
of Borrower's Intellectual Property Rights. Borrower shall further take all
action requested by Bank, in its sole discretion, necessary or desirable to
create in favor of Bank a valid and perfected first priority pledge and security
interest in and to all of the capital stock of each Subsidiary of Borrower
hereafter identified by Bank to Borrower, and, in addition or in the
alternative, as may be directed by Bank in its sole discretion, to cause any
such Subsidiary to create in favor of Bank a valid and perfected first priority
pledge and security interest in and to all of such Subsidiary's assets. Any
action requested by Bank pursuant to this Section 5 shall be completed by
Borrower within thirty (30) days after Borrower's receipt of Bank's request.


    6. Expenses. Upon demand by Bank therefor, Borrower shall reimburse Bank for
all reasonable Costs, fees and expenses incurred by Bank or for which Bank
becomes obligated, in connection with the negotiation, preparation and
conclusion of this Amendment, including without limitation, reasonable
attorney's fees, costs and expenses, lien search fees, costs and expenses,
filing and recording fees and all taxes payable in connection with this
Amendment.

    7. Waiver of Claims. Borrower hereby acknowledges, agrees and affirms that
it possesses no claims, defenses, offsets, recoupment or counterclaims of any
kind or nature against or with respect to the enforcement of the Loan Agreement
or any other Loan Document or any amendments thereto (collectively, the
"CLAIMS"), nor does Borrower now have knowledge of any facts that would or might
give rise to any Claims. If facts now exist which would or could give rise to
any Claim against or with respect to the enforcement of the Loan Agreement or
any other Loan Document, as amended by the amendments thereto, Borrower hereby
unconditionally, irrevocably and unequivocally waives and fully releases any and
all such Claims as if such Claims were the subject of a lawsuit, adjudicated to
final judgment from which no appeal could be taken and therein dismissed with
prejudice.

    8. Amendment. The Loan Documents and all rights and powers created thereby
and thereunder are in all respects ratified and confirmed and shall remain in
full force and effect, except as expressly modified hereby. From and after the
date hereof, (a) the Existing Loan Agreement shall be deemed to be amended and
modified as herein provided, but, except as so amended and modified, the
Existing Loan Agreement and this Amendment shall be read, taken and construed as
one and the same instrument and (b) the term "LOAN AGREEMENT" and all references
to amendments thereof as used in the Loan Documents shall mean the Existing Loan
Agreement as amended hereby.

    9. Jurisdictions. THIS AMENDMENT HAS BEEN DELIVERED FOR ACCEPTANCE BY BANK
IN CHICAGO, ILLINOIS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE
OF ILLINOIS.



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BORROWER HEREBY (i) IRREVOCABLY SUBMITS, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN CHICAGO,
ILLINOIS, OVER ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING
FROM OR RELATED TO THIS AMENDMENT; (ii) IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (iii) AGREES
THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN ANY OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW; AND (iv) TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST BANK OR ANY OF
BANK'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY, CONCERNING ANY MATTER
ARISING OUT OF OR RELATING TO THIS AMENDMENT IN ANY COURT OTHER THAN ANY STATE
OR FEDERAL COURT LOCATED IN COOK COUNTY, ILLINOIS. NOTHING IN THIS SECTION SHALL
AFFECT OR IMPAIR BANK'S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY
LAW OR BANK'S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR
BORROWER'S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

    10. Trial by Jury. TO THE EXTENT PERMITTED BY LAW, BORROWER AND BANK EACH
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY IN CONNECTION
HEREWITH. BORROWER HEREBY EXPRESSLY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR BANK TO MAKE THE LOANS.

    11. Representations. This Amendment shall be binding upon and inure to the
benefit of the parties hereby and their respective successors and assigns. To
induce Bank to enter into this Amendment, Borrower hereby represents and
warrants to Bank that:

         (a) the execution and delivery of this Amendment, and the performance
    by Borrower of its obligations under this Amendment and the other Loan
    Documents as amended, are within Borrower's corporate powers, have been duly
    authorized by all necessary corporate action, have received all necessary
    governmental approval (if any shall be required) and do not and will not
    contravene or conflict with any provisions of law or the Articles of
    Incorporation or By-Laws of Borrower or of any other agreement binding upon
    Borrower;



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         (b) this Amendment, and each other instrument executed by Borrower
    concurrently herewith, is the legal, valid and binding obligation of
    Borrower, enforceable against Borrower in accordance with their respective
    terms, except as enforcement thereof may be subject to the effect of
    applicable bankruptcy, insolvency, reorganization, moratorium or similar
    laws affecting creditors' rights generally, and to the general principles of
    equity (regardless of whether such enforcement is sought in a proceeding in
    equity or at law);

         (c) all of the representations and warranties of Borrower made in the
    Loan Documents are true and correct as of the date hereof, except where such
    representation or warranty specifically relates to an earlier date;

         (d) as of the date hereof, after giving effect to this Amendment, no
    Event of Default or Unmatured Default under the Loan Documents exists; and

         (e) this Amendment, the Existing Loan Agreement and each and every
    Other Agreement shall be a "credit agreement" under the Illinois Credit
    Agreements Act, 815 ILCS 160/1 et.seq. (the "ACT"), the Act applies to this
    transaction and any action on or in any way related to each and every Loan
    Document shall be governed by the Act

               THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.




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    IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Third
Amendment to Amended and Restated Loan Agreement dated for reference purposes
only as of August 14, 2002.


                                     SPSS INC.


                                     By: /s/ Edward Hamburg
                                        ----------------------------------------
                                     Title:  Chief Financial Officer
                                           -------------------------------------

                                     AMERICAN NATIONAL BANK AND TRUST COMPANY OF
                                     CHICAGO


                                     By: /s/ Shane E. Green
                                        ----------------------------------------
                                     Title:  Assistant Vice President
                                          --------------------------------------