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                                                                   EXHIBIT 10.37


                               FIRST AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is dated for reference purposes only as of January 26, 2001, 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 (the "EXISTING LOAN AGREEMENT").

         B. Borrower has requested that Bank make an additional line of credit
available to Borrower in the maximum principal amount of $5,000,000 until April
30, 2001.

         C. Bank has agreed to make the foregoing line of credit available to
Borrower pursuant to the 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) Each of the Existing Loan Agreement and each other Loan Document is
hereby amended by deleting each reference to "SPSS, INC." therein and
substituting a reference to "SPSS INC." therefor.

         (b) Section 1.1 of the Existing Loan Agreement is hereby amended by
deleting the definition of "Eurodollar Rate" therein and substituting the
following therefor:

         "EURODOLLAR RATE": (i) AS TO REVOLVING A LOANS, WITH RESPECT TO EACH
         EURODOLLAR ADVANCE MADE AT A TIME WHEN BORROWER'S LIABILITIES ARE EQUAL
         TO OR LESS THAN TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000),
         THE RATE EQUAL TO ONE AND FIFTY ONE HUNDREDTHS PERCENT (1.50%) PER
         ANNUM PLUS THE LIBOR RATE AND WITH RESPECT TO EACH EURODOLLAR ADVANCE
         MADE AT A TIME WHEN BORROWER'S LIABILITIES ARE MORE THAN TWO MILLION
         FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), THE RATE EQUAL TO ONE AND
         SEVENTY-FIVE ONE HUNDREDTHS PERCENT (1.75%) PER ANNUM PLUS THE LIBOR
         RATE; AND (ii) AS TO REVOLVING B LOANS, WITH RESPECT TO EACH EURODOLLAR
         ADVANCE THE RATE EQUAL TO ONE AND SEVENTY-FIVE ONE HUNDREDTHS PERCENT
         (1.75%) PER ANNUM PLUS

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         THE LIBOR RATE. SECTION 1.1 OF THE EXISTING LOAN AGREEMENT IS HEREBY
         AMENDED BY DELETING THE DEFINITION OF "INTEREST PERIOD" THEREIN AND
         SUBSTITUTING THE FOLLOWING THEREFOR:

         (c) Section 1.1 of the Existing Loan Agreement is hereby amended by
deleting the definition of "Interest Period" therein and substituting the
following therefor:


         "INTEREST PERIOD": (i) WITH RESPECT TO ANY EURODOLLAR ADVANCE IN
         RESPECT OF REVOLVING A LOANS, THE PERIOD COMMENCING ON THE DATE SUCH
         EURODOLLAR ADVANCE IS MADE OR CONTINUED AS A EURODOLLAR ADVANCE, AS THE
         CASE MAY BE, OR THE DATE ON WHICH A PRIME RATE ADVANCE IS CONVERTED
         INTO SUCH EURODOLLAR ADVANCE AS APPLICABLE, AND ENDING ONE, TWO, THREE,
         SIX OR TWELVE MONTHS THEREAFTER, AS BORROWER MAY ELECT IN THE
         APPLICABLE BORROWING REQUEST (OR AS BORROWER SHALL BE DEEMED TO HAVE
         ELECTED, AS APPLICABLE) AND (ii) WITH RESPECT TO ANY EURODOLLAR ADVANCE
         IN RESPECT OF REVOLVING B LOANS, THE PERIOD COMMENCING ON THE DATE SUCH
         EURODOLLAR ADVANCE IS MADE OR CONTINUED AS A EURODOLLAR ADVANCE, AS THE
         CASE MAY BE, OR THE DATE ON WHICH A PRIME RATE ADVANCE IS CONVERTED
         INTO SUCH EURODOLLAR ADVANCE AS APPLICABLE, AND ENDING ONE, TWO OR
         THREE MONTHS THEREAFTER, AS BORROWER MAY ELECT IN THE APPLICABLE
         BORROWING REQUEST (OR AS BORROWER SHALL BE DEEMED TO HAVE ELECTED, AS
         APPLICABLE); PROVIDED THAT ANY INTEREST PERIOD WHICH WOULD OTHERWISE
         END ON A DAY WHICH IS NOT A BUSINESS DAY SHALL BE EXTENDED TO THE NEXT
         SUCCEEDING BUSINESS DAY UNLESS SUCH BUSINESS DAY FALLS IN ANOTHER
         CALENDAR MONTH, IN WHICH CASE SUCH INTEREST PERIOD SHALL END ON THE
         NEXT PRECEDING BUSINESS DAY. NO INTEREST PERIOD WITH RESPECT TO ANY
         EURODOLLAR ADVANCE IN RESPECT OF REVOLVING A LOANS SHALL TERMINATE
         AFTER THE END OF THE MATURITY DATE CORRESPONDING TO THE REVOLVING A
         LOANS. NO INTEREST PERIOD WITH RESPECT TO ANY EURODOLLAR ADVANCE IN
         RESPECT OF REVOLVING B LOANS SHALL TERMINATE AFTER THE END OF THE
         MATURITY DATE CORRESPONDING TO THE REVOLVING B LOANS.

         (d) Section 1.1 of the Existing Loan Agreement is hereby amended by
deleting the definition of "Maturity Date" therein and substituting the
following therefor:

         "MATURITY DATE": (i) WITH RESPECT TO REVOLVING A LOANS, MAY 31, 2003,
         OR SUCH EARLIER DATE AS ALL OF SECURED OBLIGATIONS SHALL BE DUE AND
         PAYABLE BY ACCELERATION OR OTHERWISE: AND (ii) WITH RESPECT TO
         REVOLVING B LOANS, APRIL 30, 2001, OR SUCH EARLIER DATE US ALL OF
         SECURED OBLIGATIONS SHALL BE DUE AND PAYABLES BY ACCELERATION OR
         OTHERWISE.

         (e) Section 1.1 of the Existing Loan Agreement is hereby amended by
deleting the definition of "Maximum Principal Amount" therein and substituting
the following therefor:

         "MAXIMUM PRINCIPAL AMOUNT": (I) THROUGH AND INCLUDING APRIL 30, 2001,
         "MAXIMUM PRINCIPAL AMOUNT" SHALL MEAN TWENTY FIVE MILLION DOLLARS
         ($25,000,000) AND (II) AFTER APRIL 30, 2001, "MAXIMUM PRINCIPAL AMOUNT"
         SHALL MEAN TWENTY MILLION DOLLARS ($20,000,000).

         (f) Section 1.1 of the Existing Loan Agreement is hereby amended by
deleting the definition of "Note" therein and substituting the following
therefor:



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         "NOTE": (i) THE REVOLVING A LOANS NOTE AND (II) THE REVOLVING B LOANS
         NOTE, OR ANY ONE OF THEM.

         (g) Section 1.1 of the Existing Loan Agreement is hereby amended by
inserting the following definitions of "Revolving A Loans", "Revolving A Loans
Note", "Revolving B Loans", "Revolving B Loans Note" and "Revolving Loans" in
appropriate alphabetical order:

         "REVOLVING A LOANS":  THE DEFINITION ASCRIBED TO THIS TERM IN
         SECTION 2.1(a)(i) HEREIN.

         "REVOLVING A LOANS NOTE": THAT CERTAIN AMENDED, RESTATED AND
         CONSOLIDATED REVOLVING PROMISSORY NOTE DATED FOR REFERENCE PURPOSES
         ONLY AS OF JUNE 1, 2000, IN THE ORIGINAL PRINCIPAL AMOUNT OF TWENTY
         MILLION DOLLARS ($20,000,000) MADE BY BORROWER PAYABLE TO THE ORDER OF
         BANK, AS SAID NOTE MAY HEREAFTER BE AMENDED, RESTATED, MODIFIED,
         SUPPLEMENTED, EXTENDED OR REPLACED.

         "REVOLVING B LOANS":  THE DEFINITION ASCRIBED TO THIS TERM IN
         SECTION 2.1(a)(ii) HEREIN.

         "REVOLVING B LOANS NOTE": THAT CERTAIN REVOLVING B LOAN PROMISSORY NOTE
         DATED FOR REFERENCE PURPOSES ONLY AS OF JANUARY 26, 2001, IN THE
         ORIGINAL PRINCIPAL AMOUNT OF FIVE MILLION DOLLARS ($5,000,000) MADE BY
         BORROWER PAYABLE TO THE ORDER OF BANK, AS SAID NOTE MAY HEREAFTER BE
         AMENDED, RESTATED, MODIFIED, SUPPLEMENTED, EXTENDED OR REPLACED.

         "REVOLVING LOANS": COLLECTIVELY, ALL LOANS MADE BY BANK TO BORROWERS
         PURSUANT TO SECTION 2.1,

         (h) Section 2.1(a) of the Existing Loan Agreement is hereby deleted in
its entirety and the following is substituted therefor:

         (a) REVOLVING LOANS.

                  (i) 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 TWENTY
         MILLION DOLLARS ($20,000,000) (THE "REVOLVING A LOANS"). THE REVOLVING
         A LOANS SHALL BE FURTHER EVIDENCED BY THE REVOLVING A LOANS NOTE. THE
         REVOLVING A 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 REVOLVING A LOANS IS
         DUE AND PAYABLE ON THE MATURITY DATE.

                  (ii) 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 FIVE
         MILLION DOLLARS ($5,000,000) (THE "REVOLVING B LOANS"). THE REVOLVING B
         LOANS SHALL BE FURTHER EVIDENCED BY THE REVOLVING B LOANS NOTE. THE
         REVOLVING B LOANS SHALL BE FUNDED AND INTEREST SHALL ACCRUE AND BE PAID
         THEREON IN ACCORDANCE WITH THIS ARTICLE 2. THE ENTIRE UNPAID





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         PRINCIPAL BALANCE PLUS ACCRUED BUT UNPAID INTEREST ON THE REVOLVING B
         LOANS IS DUE AND PAYABLE ON THE MATURITY DATE.

         (i) Section 2.2 of the Existing Loan Agreement is hereby deleted in its
entirety and the following is substituted therefor:

         2.2 MAXIMUM PRINCIPAL AMOUNT. IN THE EVENT THAT EITHER (i) THE
         OUTSTANDING PRINCIPAL BALANCE OF REVOLVING A LOANS PLUS THE LETTER OF
         CREDIT USAGE EXCEEDS TWENTY MILLION DOLLARS ($20,000,000) AT ANY TIME
         OR (II) THE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING B LOANS
         EXCEEDS FIVE MILLION DOLLARS ($5,000,000) AT ANY TIME, THEN BORROWER
         SHALL PAY THE AMOUNT OF SUCH EXCESS TO BANK, WITHOUT NOTICE OR DEMAND,
         AND ANY AMOUNT NOT SO PAID SHALL BEAR INTEREST AT THE DEFAULT RATE
         UNTIL PAID. BORROWER'S OBLIGATION TO PAY PRINCIPAL PURSUANT TO THIS
         SECTION 2.2 SHALL INCLUDE (BUT NOT BE LIMITED TO) AN OBLIGATION TO PAY
         PRINCIPAL IN AN AMOUNT REQUIRED TO REDUCE (i) THE OUTSTANDING PRINCIPAL
         BALANCE OF REVOLVING A LOANS PLUS THE LETTER OF CREDIT USAGE TO AN
         AMOUNT EQUAL TO OR LESS THAN TWENTY MILLION DOLLARS ($20,000,000)AT ALL
         TIMES AND (ii) THE OUTSTANDING PRINCIPAL BALANCE OF REVOLVING B LOANS
         TO AN AMOUNT EQUAL TO OR LESS THAN FIVE MILLION DOLLARS ($5,000,000) AT
         ALL TIMES. THIS IS AN ABSOLUTE OBLIGATION TO PAY TO BANK THE AMOUNT OF
         THE UNPAID PRINCIPAL BALANCE OF THE LOAN PLUS THE LETTER OF CREDIT
         USAGE IN EXCESS OF SAID MAXIMUM PRINCIPAL AMOUNT, REGARDLESS OF THE
         CAUSE OF SUCH EXCESS.

         (j) Section 2.3 of the Existing Loan Agreement is hereby deleted in its
entirety and the following is substituted therefor:

         2.3 MATURITY DATE; TERMINATION OF LOANS. BANK'S OBLIGATION TO MAKE ANY
         ADVANCE TO BORROWER IN RESPECT OF REVOLVING A LOANS OR REVOLVING B
         LOANS PURSUANT TO THE PROVISIONS HEREOF SHALL BE IN EFFECT UNTIL ITS
         APPLICABLE MATURITY DATE, UNLESS SOONER TERMINATED (a) BY BANK UPON THE
         OCCURRENCE OF AN EVENT OF DEFAULT, AN UNMATURED DEFAULT, OR PURSUANT TO
         THE TERMS HEREOF OR (b) BY BORROWER AT ANY TIME UPON NO LESS THAN THREE
         (3) BUSINESS DAYS' PRIOR WRITTEN NOTICE, ACCOMPANIED BY PAYMENT IN FULL
         OF ALL BORROWER'S LIABILITIES THEN OUTSTANDING, INCLUDING WITHOUT
         LIMITATION ALL PRINCIPAL AND INTEREST OUTSTANDING UNDER LOANS, TOGETHER
         WITH ALL COSTS.

         (k) Section 2.5(a) of the Existing Loan Agreement is hereby deleted in
its entirety and the following is substituted therefor:

         (a) IN ORDER TO REQUEST AN ADVANCE, BORROWER SHALL HAND DELIVER OR
         TELECOPY TO BANK A DULY COMPLETED BORROWING REQUEST NOT LATER THAN
         11:00 A. M. CHICAGO TIME: (i) AT LEAST TWO (2) BUSINESS DAYS BEFORE A
         PROPOSED EURODOLLAR ADVANCE AND (ii) ON THE DAY OF A PROPOSED PRIME
         RATE ADVANCE. EACH BORROWING REQUEST SHALL BE IRREVOCABLE AND SHALL
         SPECIFY: (v) WHETHER SUCH ADVANCE SHALL CONSTITUTE REVOLVING A LOANS OR
         REVOLVING B LOANS (PROVIDED THAT IF NO SUCH SPECIFICATION IS MADE, SUCH
         ADVANCE SHALL CONSTITUTE REVOLVING A LOANS); (w) THE NUMBER AND
         LOCUTION OF THE ACCOUNT TO WHICH FUNDS ARE TO BE DISBURSED; (x) THE
         DATE SUCH ADVANCE IS TO BE MADE (WHICH SHALL BE A BUSINESS DAY); (y)
         THE AMOUNT OF SUCH




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         ADVANCE; AND (z) IF APPLICABLE, THE INFORMATION REQUIRED TO ELECT THAT
         SUCH ADVANCE BE A EURODOLLAR ADVANCE, IN COMPLIANCE WITH THE PROVISIONS
         OF SECTIONS 2.10 AND 2.11.

         (l) Section 3.3 of the Existing Loan Agreement is hereby deleted in its
entirety and the following is substituted therefor:

         3.3 PRINCIPAL PAYMENTS. THE UNPAID PRINCIPAL BALANCE ON EITHER THE
         REVOLVING A LOANS OR THE REVOLVING B LOANS, PLUS ALL ACCRUED BUT UNPAID
         INTEREST, SHALL BE DUE AND PAYABLE IN FULL ON THE MATURITY DATE
         CORRESPONDING TO EACH SUCH LOANS, WITHOUT NOTICE OR DEMAND,

         (l) Section 4.9 of the Existing Loan Agreement is hereby deleted in its
entirety and the following is substituted therefor:

         4.9 UNUSED FACILITY FEE. BORROWER SHALL PAY TO BUNK AN UNUSED FACILITY
         FEE ANNUALLY, COMMENCING MAY 31, 2001 AND ON THE 31ST DAY OF MAY OF
         EACH YEAR DURING THE TERM HEREOF INCLUDING MAY 31, 2003, IN AN AMOUNT
         EQUAL TO .25% PER ANNUM OF TWENTY MILLION DOLLARS ($20,000,000) MINUS
         THE AVERAGE OUTSTANDING PRINCIPAL BALANCE OF REVOLVING A LOANS DURING
         THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD.

         3. Effectiveness. This Amendment shall be effective upon the delivery
to Bank of each of the following: (i) a fully-executed Amendment and (ii) a
fully-executed $5,000,000 Revolving B Loan Promissory Note, each in form and
substance satisfactory to Bank,

         4. 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, search fees, title insurance policy fees,
costs and expenses, filing and recording fees and all taxes payable in
connection with this Amendment.

         5. 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.

         6. 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




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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,

         7. 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, 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 T0 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.

         8. 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.

         9. 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




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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;

         (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 no Event of Default or Unmatured Default
under the Loan Documents exists; and

         (e) this Amendment, the Existing Credit Agreement and each and every
Other Agreement shall be a "credit agreement" under the Illinois Credit
Agreements Act, 815 ILCS 160/l 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 First Amendment
to Amended and Restated Loan Agreement dated for reference purposes only as of
January 26, 2001,


                                       SPSS INC.


                                       By:  /s/ Erik Langeland
                                           -------------------------------------
                                       Title: Commercial Banking Officer
                                             -----------------------------------


                                       American National Bunk and
                                       Trust Company of Chicago



                                       By: /s/ Robert Brinkmann
                                           -------------------------------------
                                       Title:  Assistant Secretary and Treasurer
                                             -----------------------------------



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