**Exhibit 10.31****SECOND AMENDMENT TO LEASE**     **THIS SECOND AMENDMENT TO LEASE**(this “**Amendment**”) is entered into as of April 24, 2006 by andbetween **222 S. RIVERSIDE PROPERTY, LLC,**a Delaware limited liability company (“**Landlord**”), and **SUAINSURANCE COMPANY,**a Illinois statutory insurance company (“**Tenant**”).**R E C I T A L S:**     A. Landlord and Tenant entered into that certain Lease dated February 3, 2003; as amended bythat certain First Amendment to Lease dated May 5, 2005 (collectively, the “**Lease**”) for certainpremises (the “**Original Premises**”) on the 16th floor of the building located at 222 S.Riverside Plaza, Chicago, Illinois (the “**Building**”).     B. The Original Premises currently consists of approximately 24,987 square feet of rentablearea.     C. Tenant desires to lease an additional portion of the Building containing approximately9,017 square feet of rentable area located on the 16th floor of the Building, Suite1650, and depicted on **Exhibit A**attached hereto (the “**Additional Space**”).     D. 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. **Additional Space Commencement Date**. Effective as of the Additional SpaceCommencement Date (hereinafter defined), the Additional Space shall be added to the OriginalPremises (the Original Premises and the Additional Space shall be comprised of 34,004 square feetof rentable area in the aggregate and shall be collectively referred to as the “**Premises**”) upon allof the terms and conditions of the Lease as modified herein. As used herein, the term “**AdditionalSpace Commencement Date**” shall mean September 1, 2006. Landlord anticipates delivering possessionof the Additional Space to Tenant on the date which is three (3) business days following fullexecution and delivery of this Amendment provided that Landlord’s failure to deliver possession ofthe Additional Space to Tenant by such date for reasons outside Landlord’s reasonable control,shall not affect the enforceability of this Amendment, or subject Landlord to any liability toTenant for damages or be deemed a default by Landlord of its obligations under the Lease.     2. **Base Rent**. Commencing on the Additional Space Commencement Date, Tenant shall inaddition to Base Rent payable for the Original Premises, pay to Landlord Base Rent with respect tothe Additional Space in the manner and at the times set forth in Section 2 of the Lease and in theamounts set forth below, without demand, deduction or setoff, except as expressly provided in theLease.
 

 
               **Annual Base Rent per** **Annual** **Monthly Installments****Period** **Rentable Square Foot** **Base Rent** **of Base Rent**             9/1/06 to 8/31/07 $17.25  $155,543.25  $12,961.94 9/1/07 to 8/31/08 $17.77  $160,232.09  $13,352.67 9/1/08 to 8/31/09 $18.30  $165,011.10  $13,750.93 9/1/09 to 8/31/10 $18.85  $169,970.45  $14,164.20 9/1/10 to 8/31/11 $19.42  $175,110.14  $14,592.51 9/1/11 to 8/31/12 $19.99  $180,249.83  $15,020.82 9/1/12 to 8/31/13 $20.60  $185,750.20  $15,479.18 9/1/13 to 8/31/14 $21.22  $191,340.74  $15,945.06 9/1/14 to 8/31/15 $21.85  $197,021.45  $16,418.45 9/1/15 to 8/31/16 $22.51  $202,972.67  $16,914.39 9/1/16 to 8/31/17 $23.18  $209,014.06  $17,417.84 9/1/17 to 8/31/18 $23.88  $215,325.96  $17,943.83 9/1/18 to 8/31/19 $24.59  $221,728.03  $18,477.34 9/1/19 to 4/30/20 $25.33  $228,400.61  $19,033.38      Notwithstanding anything herein to the contrary, as long as Tenant is not in default under theterms of this Lease beyond any applicable notice and cure periods, Tenant shall be entitled to anabatement of Base Rent for the Additional Space only and Tenant’s Proportionate Share of Expensesand Taxes for the Additional Space only for the first twelve (12) full calendar months followingthe Additional Space Commencement Date (the “**Rent Abatement Period**”). The total amount of Rentabated during the Rent Abatement Period shall be referred to as (the “**Abated Rent**”). In the eventTenant defaults at any time during the Lease Term beyond any applicable notice and cure periods,all Abated Rent shall immediately become due and payable. The payment by Tenant of all Abated Rentin the event of a default shall not limit or affect any of Landlord’s other rights, pursuant tothis Lease or at law or inequity.     3. **Additional Rent****.**Notwithstanding anything in Section 7 of the Basic LeaseProvisions to the contrary, commencing on the Additional Space Commencement Date, (i) Tenant’sProportionate Share for the Premises shall be 3.059% (calculated by dividing the rentable area ofthe Premises by 1,111,782, being the number of square feet of rentable area of the Building), and(ii) Tenant shall pay Tenant’s Proportionate Share of Expenses and Taxes for the Premises for eachyear on a net basis, and without regard to any base year or “stop” in accordance with the terms ofthe Lease.     4. **Condition of New Premises**. Tenant acknowledges that it is leasing the OriginalPremises and Additional Space in its “as is” condition, and that no agreements to alter, remodel,decorate, clean or improve the Original Premises, Additional Space or the Building have been madeby Landlord or any party acting on Landlord’s behalf. Notwithstanding the foregoing, Landlordacknowledges that Tenant intends to perform certain alterations and improvements to the AdditionalSpace (“**Tenant’s Work**”). Tenant shall be permitted to perform Tenant’s Work (subject to Tenant’scompliance with the provisions of Section 21 of the Lease) through a general contractor andsubcontractors chosen from Landlord’s approved contractor list and pursuant to plans andspecifications approved by Landlord in advance which approval shall not to be
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unreasonably withheld. Tenant must use Landlord’s MEP engineer for Tenant’s drawings andTenant’s Architect is subject to Landlord’s prior approval. Tenant shall reimburse Landlord forLandlord’s reasonable out of pocket costs in reviewing Tenant’s plans for Tenant’s Work. Tenantand its contractors shall obtain and pay for insurance (from insurance companies satisfactory toLandlord) in connection with Tenant’s Work, which insurance coverages and amounts shall besatisfactory to Landlord in its reasonable discretion. Tenant shall, prior to the commencement ofTenant’s Work, deliver to Landlord evidence of such insurance satisfactory to Landlord. Tenant’sentry into the Additional Space prior to the Additional Space Commencement Date shall be subject toall of the terms and conditions of the Lease, except that Base Rent and Additional Rent shall notcommence to accrue until the Additional Space Commencement Date. Tenant’s Work shall be performedin a good and workmanlike manner, lien-free and in compliance with all applicable laws. All costsof Tenant’s Work shall be borne by Tenant; provided, however, Landlord shall contribute up to FiveHundred Forty One Thousand Twenty Dollars and 00/100 ($541,020.00), being $60.00 per square foot ofrentable area of the Additional Space (the “**Construction Allowance**”), toward the cost of Tenant’sWork. The Construction Allowance shall be available to reimburse Tenant for the actual, documentedcost of Tenant’s Work, including hard and soft construction costs, including by not limited tofurnishings, contractor fees, architectural fees, permit costs, wiring, cabling andtelecommunication costs. In the event that the Construction Allowance exceeds the total cost ofTenant’s Work, and further provided that (i) Tenant is not in default under the Lease beyond anyapplicable notice and cure periods and (ii) is operating its business within the Additional Space,then upon written election to Landlord (the “**Rent Credit Notice**”), Tenant may apply up to 50% ofthe Construction Allowance or $270,510.00 towards Rent next due under the Lease for the AdditionalSpace.     Prior to commencing Tenant’s Work, Tenant shall submit to Landlord an itemized statement ofthe estimated costs of completing Tenant’s Work, including, without limitation, costs of obtainingpermits; architectural, engineering and contracting fees; Landlord’s Fee (hereinafter defined); andcosts of labor and materials (collectively, the “**Estimated Cost of Work**”). If the Estimated Costof Work exceeds the Construction Allowance, Tenant shall, prior to commencing Tenant’s Work,deposit with Landlord, or with a construction escrowee designated by Landlord, the amount by whichthe Estimated Cost of Work exceeds the Construction Allowance (which amount shall be referred toherein as “**Tenant’s Deposit**”). Landlord shall pay to Tenant, or to Tenant’s general contractordirectly, Tenant’s Deposit, if applicable, and the portion of the Construction Allowance for whichTenant has qualified for disbursement, following the completion of Tenant’s Work within thirty (30)days after receipt by Landlord of Tenant’s written demand therefor accompanied by (i) a reasonablydetailed description of Tenant’s Work, including, without limitation, the identification of allcontractors and material suppliers who have supplied labor or materials in connection with Tenant’sWork,, (ii) lien waivers from all contractors and material suppliers identified pursuant to clause(i), and (iv) Tenant’s certification that Tenant’s Work has been completed pursuant to theprovisions of this paragraph and Section 10 of the Lease. Landlord’s obligation to fund theConstruction Allowance shall expire and be of no further force or effect if Tenant fails tocomplete Tenant’s Work and deliver to Landlord written demand for payment of the ConstructionAllowance accompanied by the items described in clauses (i) through (iv) above (or the Rent CreditNotice electing a credit on Rent next due is not delivered by) no later than the first(1st) anniversary of
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the Additional Space Commencement Date. Notwithstanding anything to the contrary containedherein, Landlord shall not be obligated to disburse any portion of the Construction Allowance orTenant’s Deposit, if applicable, during the continuance of an uncured default under the Lease, andLandlord’s obligation to disburse shall resume only when and if such default is cured. Tenantshall pay to Landlord a construction supervision fee (“**Landlord’s Fee**”) in connection with Tenant’sWork in amount equal to $4,508.50 ($.50 per square foot of rentable area of the Additional Space).Landlord’s Fee shall be payable upon demand and Landlord shall be entitled to deduct the same fromthe Construction Allowance or Tenant’s Deposit, if applicable.     5. **Security Deposit****.**Notwithstanding anything in Section 10 of the Lease to thecontrary, with respect to the reduction of the amount of the Letter of Credit, the following shallapply:     “Notwithstanding the foregoing, so long as Tenant is not in Default under this Lease, andprovided there has never been a Default with respect to Tenant’s monetary obligations under thisLease, the amount of the Letter of Credit shall be reduced as follows:       **AMOUNT OF LETTER OF**  **CREDIT/SECURITY****PERIOD** **DEPOSIT*** Commencement Date to 6thAnniversary of Commencement Date $1,500,000.00      6th Anniversary ofCommencement Date through8th Anniversary ofCommencement Date $1,200,000.00      8th Anniversary ofCommencement Date through10th Anniversary ofCommencement Date $900,000.00      10th Anniversary ofCommencement Date through12th Anniversary ofCommencement Date $600,000.00      12th Anniversary ofCommencement Date through14th Anniversary ofCommencement Date $300,000.00      14th Anniversary of theCommencement Date through 60 daysafter the expiration of the LeaseTerm $200,000.00  * Notwithstanding the above, the amount of the Letter of Credit shall not be reduced if theTenant has been in Default of this Lease at anytime during the prior twelve (12) month period. Ifthe Tenant was in Default of this Lease at anytime during the prior twelve (12) month period, theamount of the Letter of Credit for the twelve (12) month period immediately following the period ofthe Default (said period shall hereinafter be referred to as the “**Non-Reduction Period**”) shall notbe reduced and the amount of the Letter of Credit shall remain unchanged for the entireNon-Reduction Period. If Tenant is not in Default of this Lease at anytime during theNon-Reduction Period, the amount of the Letter of Credit shall once again be reduced as provided inthe above schedule, provided there is no further Default by Tenant. Tenant agrees that there shallbe no reduction in the Letter of Credit, pursuant to the terms and provisions of this Section 10 orotherwise, until Landlord notifies the issuer of the Letter of Credit, in writing,
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  to reduce the amount of Letter of Credit. Upon Tenant’s written request, Landlord, pursuantto the terms and provisions of this Section 10, agrees to promptly notify the issuer of anyreduction in the amount of the Letter of Credit.”     6. **Tenant’s Termination Option**. Notwithstanding anything to the contrary contained inSection 65 of the Lease, (a) The Early Termination Date for the 5 Year Termination Option shall beAugust 31, 2011 and Tenant shall deliver notice of its election to exercise the 5 Year TerminationOption by August 31, 2010 and (b) the Termination Payment (as defined in Section 65 of the Lease)shall be increased to include (i) six (6) months of the then current Base Rent for the AdditionalSpace, plus Tenant’s Share of Operating Expenses and Taxes for the Additional Space for such six(6) month period plus (ii) the unamortized balance of the Additional Space Leasing Costs(hereinafter defined) as of the Early Termination Date had the Additional Space Leasing Costs beenloaned to Tenant as of the Additional Space Commencement Date at the interest rate of ten percent(10%) per annum and had such loaned amount been repaid in equal monthly installments commencing onthe Additional Space Commencement Date in amounts sufficient to fully amortize such loaned amountand the imputed interest thereon on the Expiration Date (as defined in the Lease). The term"**Additional Space Leasing Costs**” shall mean the sum of (i) the brokers’ commissions incurred byLandlord in connection with this Amendment; (ii) the Construction Allowance (including, withoutlimitation, portions of the Construction Allowance applied as abatement of rent to the extent thesame is funded by Landlord or applied to rent), and (iii) the Abated Rent set forth in Section 2 ofthis Amendment.     7. **Renewal Option**. The Renewal Option granted to Tenant in Section 64 of the Leaseshall apply to the entire Premises, including the Additional Space.     8. **Brokers**. Landlord and Tenant each represent and warrant to the other that the onlybroker they have dealt with in connection with this Amendment is Buck Management Group LLC forLandlord and Corporate Real Estate Consultants LLC for Tenant, whose commission and fees shall bepaid by Landlord pursuant to a separate written agreement. Landlord and Tenant each agree todefend, indemnify and hold the other harmless from and against all claims by any other broker forfees, commissions or other compensation to the extent such broker alleges to have been retained bythe indemnifying party in connection with the execution of this Amendment. The provisions of thisparagraph shall survive the expiration or sooner termination of the Lease.     9. **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
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any of its obligations hereunder, but rather to limit Landlord’s liability in the case of therecovery of a judgment against it, as aforesaid, nor shall any of the provisions of this paragraphbe deemed to limit or otherwise affect Tenant’s right to obtain injunctive relief or specificperformance or availability of any other right or remedy which may be accorded Tenant by law or theLease. In the event of sale or other transfer of Landlord’s right, title and interest in theBuilding, Landlord shall be released from all liability and obligations thereafter accruing underthe Lease as amended by this Amendment; provided, that this paragraph shall inure to the benefit ofany such purchaser or transferee.     10. **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 but notdefined herein which are defined in the Lease shall have the same meaning for purposes hereof asthey do for purposes of the Lease. The Recitals set forth above in this Amendment are herebyincorporated 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.     11. **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**: