<PAGE>

                                                                   Exhibit 10.35

                              THREE OVERLOOK POINT

                          LINCOLNSHIRE CORPORATE CENTER

                              AMENDED AND RESTATED

                                  OFFICE LEASE

                                     BETWEEN

                    AMERICAN NATIONAL BANK AND TRUST COMPANY
            OF CHICAGO, ILLINOIS, not personally but as Trustee under
               Trust Agreement dated November 6, 1989 and known as
                               Trust No. 109810-09

                                    LANDLORD

                                       and

                                HEWITT ASSOCIATES

                                     TENANT

                             DATED: December 1, 1989

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<TABLE>
                                TABLE OF CONTENTS
<S>                                                                    <C>
SUPPLEMENTAL PROVISIONS .............................................   5
S.1   Identification ................................................   5
S.2   Recording .....................................................   5
S.3   Base Rent .....................................................   5
S.4   Lease Term Adjustment .........................................   5
1.    Base Rent .....................................................   6
2.    Additional Rent ...............................................   6
3.    Use of Premises ...............................................  13
4.    Delivery of Possession ........................................  15
5.    Alterations ...................................................  15
6.    Services ......................................................  16
7.    Condition and Care of Premises ................................  20
8.    Return of Premises ............................................  21
9.    Holding Over ..................................................  22
10.   Rules and Regulations .........................................  22
11.   Rights Reserved to Landlord ...................................  23
12.   Assignment and Subletting .....................................  25
13.   Waiver of Certain Claims; Indemnity by Tenant .................  27
14.   Damage or Destruction by Casualty .............................  28
15.   Eminent Domain ................................................  30
16.   Default; Landlord's Rights and Remedies .......................  31
17.   Subordination .................................................  34
18.   Mortgagee Protection ..........................................  36
19.   Subrogation and Insurance .....................................  36
20.   Nonwaiver .....................................................  37
21.   Estoppel Certificate ..........................................  38
22.   Tenant Authority to Execute Lease .............................  38
23.   Real Estate Brokers ...........................................  38
24.   Notices .......................................................  38
25.   Miscellaneous .................................................  39
26.   Landlord's Authority and Quiet Enjoyment ......................  40
27.   Landlord ......................................................  40
28.   Title and Covenant Against Liens ..............................  40
29.   Parking .......................................................  41
30.   Exculpatory Provisions ........................................  41
31.   Joint Venture Agreement .......................................  42
</TABLE>

                                       -i-

<PAGE>

          AMENDED AND RESTATED LEASE with Hewitt Associates ("Tenant")

                      on Premises at Three Overlook Point,
                          Lincolnshire Corporate Center
                             Lincolnshire, Illinois

     This Amended and Restated Lease ("Lease"), made as of the Date of Lease set
forth in the following Schedule (the "Schedule"), by and between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, ILLINOIS, not personally but as
Trustee under Trust Agreement dated November 6, 1989 and known as Trust
Agreement 109810-09 ("Landlord"), and the Tenant identified immediately above
amends, restates and replaces the lease dated December 1, 1989 by and between
landlord and Tenant.

                          SCHEDULE OF SIGNIFICANT TERMS

     For purposes of this Lease, the terms set forth below shall have the
meanings or be assigned the amounts as follows:

Date of Lease:                        December 1, 1989

Base Rent (annual amount)             As set forth in Section S.3 of the
and Monthly Base Rent:                Supplemental Provisions

Commencement Date:                    Within sixty (60) days after substantial
                                      completion of Shell and Core or upon
                                      occupancy or possession of the Premises by
                                      Tenant whichever is sooner, but in no
                                      event later than December 3, 1991.

Expiration Date:                      The last day of the 180th month after the
                                      Commencement Date, subject to the
                                      provisions of Section S.4 of the Lease, or
                                      such earlier date as this Lease is
                                      terminated as provided herein.

Building:                             The improvements commonly known as Three
                                      Overlook Point, Lincolnshire Corporate
                                      Center, Lincolnshire, Illinois. The
                                      Building is to be constructed on the land
                                      described in Rider C attached hereto and
                                      incorporated herein by reference and shall
                                      be a five-story office building and
                                      basement containing approximately 290,143
                                      square feet of net rentable area and a two
                                      level parking structure.

Premises:                             The entire premises of the Building.

                                      -2-

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Tenant's Proportionate Share:         100

Base CPI Amount:                      $  -0-

Expense Stop Amount:                  $  -0-

Tax Stop Amount:                      $  -0-

CPI Adjustment Dates:                 N/A

Initial CPI Adjustment Date:          N/A

Additional CPI Adjustment             N/A
Date(s):

Security Deposit:                     None

Parking Spaces:                       1,015, but not less than all spaces
                                      constructed on the Real Property.

Broker:                               Van Vlissingen and Co.

                                      __________________________________________

Tenant's Address for Notices:         Hewitt Associates
                                      100 Half Day Road
                                      Lincolnshire, Illinois 60069

Tenant's Authorized Representative:   Mr. Jerry R. Westwood

Guarantor (if any):                   None

Attachments to Lease (check if applicable):

       Guaranty                       ____

       Workletter                       X
                                      ----
       Attachment(s) to Workletter    ____
       Rider A:                         X      (Rules and Regulations)
                                      ----
       Rider B:                         X      (Cleaning Schedule)
                                      ----
       Rider C:                         X      (Land Description)
                                      ----

                                      -3-

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       Rider D:                         X      (First Year of Annual
                                      ----     Base Rent Calculation)

       Rider E:                         X      Proposed Budget
                                      ----

                                      -4-

<PAGE>

                             SUPPLEMENTAL PROVISIONS

S.1      Identification.

         Landlord grants to Tenant the right to display up to three (3) ground
mounted signs on the grounds of the Building, indicating its occupancy in the
Building. The precise design, size, contents and location of such signage shall
be in accordance with the Lincolnshire Corporate Center signage criteria and
shall be subject to the approval of Landlord (which approval shall not be
unreasonably withheld or delayed) and the approval of the Village of
Lincolnshire. The cost of signage, as well as the cost of installation and
ultimate removal, shall be the sole responsibility of Tenant.

S.2      Recording.

         Landlord and Tenant agree that they will jointly execute, concurrently
with the execution of this Lease, a short form Memorandum of Lease. Tenant shall
have the right to record such short form Memorandum of Lease at Tenant's
expense. Upon expiration or termination of this Lease, Tenant shall execute,
acknowledge and deliver to Landlord for recording those documents necessary or
appropriate to evidence termination of the Lease in such form as reasonably
requested by Landlord, Landlord's lender or the title company to insure the
validity of such termination and in the event Tenant fails to promptly execute
the necessary or appropriate documentation to evidence termination of the Lease,
an affidavit of Landlord, Landlord's beneficiary or Landlord's managing agent
shall be sufficient to evidence termination of the Lease.

S.3      Base Rent.

         The annual Base Rent which Tenant shall pay Landlord shall be
calculated by multiplying 1.20 times the annual debt service for the first year
of the permanent loan for the Building ("Permanent Loan"). The annual debt
service shall be deemed to include the interest and principal required to be
paid to the lender during the first year of the permanent loan for the Building.
An example of the method for calculation of the first year annual Base Rent is
shown on Rider D attached hereto. The annual Base Rent shall be payable in
twelve equal monthly installments ("Monthly Base Rent"). The annual Base Rent
for the first year of the Lease shall be confirmed by a separate written letter
from Landlord to Tenant within ten days after closing of the Permanent Loan. The
annual Base Rent shall be adjusted to increase two percent (2%) per year
beginning twelve (12) months after the Commencement Date. In no event shall the
annual Base Rent for the first year of the Lease be less than $2,796,000.00.

S.4      Lease Term Adjustment.

         Notwithstanding anything in this Lease to the contrary, in the event
Landlord receives an appraisal of the Building totaling less than
$31,000,000.00, exclusive of the value of Tenant Improvements (as defined in the
Workletter), at the time Landlord obtains permanent financing for the Building,
the Term of this Lease shall be the lesser of (i) fifteen (15) years and (ii)
the greater of (A) the maximum term that will allow Tenant to account for the
Lease as an operating lease under Generally Accepted Accounting Principles and
(B) twelve (12) years.

                                      -5-

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                                   WITNESSETH:

         Landlord hereby leases to Tenant, and Tenant hereby accepts the
Premises, for a term (herein called the "Term") commencing on the Commencement
Date and ending on the Expiration Date, paying as rent therefor the sums
hereinafter provided, without any setoff, abatement, counterclaim, or deduction
whatsoever, except as herein expressly provided.

         IN CONSIDERATION THEREOF, THE PARTIES HERETO COVENANT AND AGREE:

         1. Base Rent. Subject to periodic adjustment as hereinafter provided,
Tenant shall pay an annual base rent (herein called "Base Rent") to Landlord for
the Premises in the amount stipulated in the Schedule, payable in monthly
installments (herein called "Monthly Base Rent") in the amount stipulated in the
Schedule, in advance on the first day of the first full calendar month and on
the first day of each calendar month thereafter of the Term, and at the same
rate prorated for fractions of a month if the Term shall begin on any date
except the first day, or shall end on any day except the last day of a calendar
month. Base Rent, Additional Rent (as hereinafter defined), Additional Rent
Progress Payment (as hereinafter defined) and all other amounts becoming due
from Tenant to Landlord herein (herein collectively called the "Rent") shall be
paid in lawful money of the United States to One Overlook Point at its office as
designated in Section 26 hereof, or as otherwise designated from time to time by
written notice from Landlord to Tenant. The obligation to pay Rent hereunder is
independent of each and every other covenant and agreement contained in this
Lease.

         2. Additional Rent. In addition to paying the Base Rent specified in
Section 1 hereof, Tenant shall pay as additional rent the amounts determined in
accordance with the following provisions of this Section 2 (herein called
"Additional Rent"):

            (a) Definitions. As used in this Lease:

                   (i)   "Adjustment Date" shall mean the first day of the Term
            and each January 1 thereafter falling within the Term.

                   (ii)  "Adjustment Year" shall mean each calendar year during
            which an Adjustment Date falls.

                   (iii) "Expenses" shall mean and include those costs and
            expenses paid or incurred by Landlord in connection with the
            ownership, operation, management, and maintenance of the Building
            and the land on which the Building is situated in a manner deemed
            reasonable by Landlord and appropriate and for the best interests of
            the Building and the tenants in the Building, including, but not
            limited to, the following:

                         (A)  All costs and expenses directly related to the
                   Building and Land for operating and cleaning tenant, common
                   and public areas, for utilities, for the payment of salaries
                   and fringe benefits for personnel of the grade of building
                   manager and below, for removing snow, ice, and debris, and
                   costs of property damage for Shell and Core and Tenant

                                      -6-

<PAGE>

                     Improvements as defined in the attached Workletter,
                     liability, rent loss, and other insurance;

                            (B) All costs and expenses of replacing paving,
                     curbs, walkways, landscaping (including replanting and
                     replacing flowers and other plantings), common and public
                     parking and lighting facilities in the Building and the
                     areas immediately adjacent thereto, excepting dedicated
                     roadway improvements. At such time as the areas immediately
                     adjacent to the Building are used to service a building on
                     Lot 2 in the 15th Resubdivision of the Lincolnshire
                     Corporate Center the costs and expenses set forth in this
                     subparagraph (B which relate to those areas servicing both
                     buildings shall be allocated at the rate of 50% for each
                     building.

                            (C) Electricity for lighting the common and public
                     areas and for running the elevators and other building
                     equipment and systems, fuel and water used in heating,
                     ventilating, and air-conditioning of the Building and water
                     for drinking, lavatory and toilet purposes;

                            (D) Maintenance of mechanical and electrical
                     equipment, including heating, ventilating and
                     air-conditioning equipment in the Building, but excluding
                     capital expenditures (except as set forth in (H) below)
                     which under generally accepted accounting principles are
                     required to be capitalized;

                            (E) Window cleaning and janitor and cleaning
                     service, including janitor and cleaning equipment and
                     supplies for tenant, common and public areas;

                            (F) Maintenance of elevators, alarm, and security
                     systems, rest rooms, sprinklers, and plumbing systems,
                     lobbies, hallways, and other common and public areas of the
                     Building;

                            (G) A management fee for the managing agent of the
                     Building at actual cost not to exceed four percent (4%) of
                     Landlord's gross receipts from operation of the Building;

                            (H) The cost of any capital improvement made at any
                     time, whether before or after the Date of Lease, which
                     reduces some of the costs included within Expenses or which
                     is required under any governmental laws, regulations, or
                     ordinances which were not applicable to the Building at any
                     time prior to the Commencement Date, amortized on an annual
                     basis to the extent of the annual savings effected by such
                     capital improvement or equipment in accordance with
                     generally accepted accounting principles); and

                            (I) Legal and other professional expenses incurred
                     in respect of the operation, use, occupation, or
                     maintenance of the Building and in

                                      -7-

<PAGE>

                     seeking or obtaining reductions in and refunds of Taxes,
                     but excluding legal costs in leasing space, lease
                     terminations or incurred in disputes with tenants.

                            (J)  Common area maintenance and other costs
                     allocable to the Building under the Declarations of
                     Protective Covenants for Lincolnshire Corporate Center
                     (Unit III) and Lincolnshire Corporate Center applicable to
                     the Building.

                            (K)  Expenses shall not include the following: costs
                     or other items included within the meaning of the term
                     "Taxes" (as hereinafter defined); costs of capital
                     improvements to the Building (except as set forth in H
                     above); depreciation; expenses incurred in leasing or
                     procuring tenants (including, without limitation, lease
                     commissions, advertising expenses, and expenses of
                     renovating space for tenants); interest or amortization
                     payments on any mortgage or mortgages; rental under any
                     ground or underlying lease or leases; wages, salaries, or
                     other compensation paid to any executive employees above
                     the grade of building manager; wages, salaries, or other
                     compensation paid for clerks or attendants in concessions
                     or newsstands operated by the Landlord; the cost of
                     correcting defects (latent or otherwise) which arise within
                     one (1) year after initial construction of the Building in
                     the construction of the Building, except that conditions
                     (not occasioned by construction defects) resulting from
                     ordinary wear and tear shall not be deemed defects; the
                     cost of installing, operating, and maintaining a specialty
                     improvement, including, without limitation, an observatory,
                     or broadcasting, cafeteria, or dining facility, or
                     athletic, luncheon, or recreational club; any cost or
                     expense representing an amount paid to a related entity
                     which is in excess of the amount which would be paid in the
                     absence of such relationship; and any expenditures for
                     which Landlord has been reimbursed (other than pursuant to
                     rent adjustment, escalation, or additional rent provisions
                     in leases).

                     Notwithstanding the foregoing provisions of this Section
                     2(a)(iii), for any Adjustment Year in which the aggregate
                     usable office space of the Building has not been one
                     hundred percent (100%) occupied during the entire
                     Adjustment Year, Expenses shall include any expenses which
                     Landlord shall reasonably determine would have been
                     incurred had the Building been one hundred percent (100%)
                     occupied.

                     (iv)   "Taxes" shall mean all real estate taxes,
               assessments (whether they be general or special), sewer rents,
               rates and charges, transit taxes, taxes based upon the receipt of
               rent, and any other federal, state or local governmental charge,
               general, special, ordinary or extraordinary (but not including
               income or franchise taxes (other than personal property
               replacement income taxes) or any other taxes imposed upon or
               measured by Landlord's income or profits, unless the same shall
               be imposed in lieu of the real estate taxes or other ad valorem
               taxes), which may

                                      -8-

<PAGE>

               now or hereafter be levied, imposed or assessed against the
               Building or the land on which the Building is located (the
               "Land"), or both. The Building and the Land are herein;
               collectively called the "Real Property."

               Notwithstanding the foregoing provisions of this Section
               2(a)(iv):

                            (A)  If at any time during the Term of this Lease
                     the method of taxation then prevailing shall be altered so
                     that any new tax, assessment, levy, imposition or charge or
                     any part thereof shall be imposed upon Landlord in addition
                     to, or in place or partly in place of any such Taxes, or
                     contemplated increase therein, and shall be measured by or
                     be based in whole or in part upon the Real Property or the
                     rents or other income therefrom, then all such new taxes,
                     assessments, levies, impositions or charges or part
                     thereof, to the extent that they are so measured or based,
                     shall be included in Taxes levied, imposed, or assessed
                     against real property to the extent that such items would
                     be payable if the Real Property were the only property of
                     Landlord subject thereto and the income received by
                     Landlord from the Real Property were the only income of
                     Landlord.

                            (B)  Notwithstanding the year for which any such
                     taxes or assessments are levied, (i) in the case of special
                     taxes or special assessments which may be payable in
                     installments, the amount of each installment, plus any
                     interest payable thereon (but not including penalty
                     interest), paid during a calendar year shall be included in
                     Taxes for that year and (ii) if any taxes or assessments
                     payable during any calendar year shall be computed with
                     respect to a period in excess of twelve; calendar months,
                     but not to exceed thirteen calendar months, then taxes or
                     assessments applicable to the excess period shall be
                     included in Taxes for that year. Except as provided in the
                     preceding sentence, for purposes of this Section 2, all
                     references to Taxes "for" a particular year shall be deemed
                     to refer to taxes levied, assessed or otherwise imposed for
                     such year without regard to when such taxes are payable.

                            (C)  Taxes shall also include any personal property
                     taxes (attributable to the calendar year in which paid)
                     imposed upon the furniture, fixtures, machinery, equipment,
                     apparatus, systems and appurtenances used in connection
                     with the Real Property or the operation thereof and located
                     at the Building.

                     (v)    "Tenant's Proportionate Share" shall mean the
               percentage stipulated in the Schedule which is the percentage
               obtained by dividing the Rentable Area of the Premises by the
               Rentable Area of the Building.

                     (vi)   "Additional Rent" shall mean all amounts determined
               pursuant to this Section 2, including any amounts payable by
               Tenant to Landlord on account thereof.

                                      -9-

<PAGE>

              (b)    Computation of Additional Rent. Tenant shall pay
     Additional Rent for each Adjustment Year determined as hereinafter set
     forth. Additional Rent payable by Tenant with respect to each Adjustment
     Year during which an Adjustment Date falls shall include the following
     amounts:

                     (i)   the amount by which Tenant's Proportionate Share,
              multiplied by the Expenses for such Adjustment Year exceeds the
              Expense Stop Amount stipulated in the Schedule (said excess being
              called the "Expense Adjustment"); plus

                     (ii)  the amount by which Tenant's Proportionate Share,
              multiplied by the Taxes for such Adjustment Year exceeds the Tax
              Stop Amount stipulated in the Schedule (said excess being called
              the "Tax Adjustment").

              (c)    Payments of Additional Rent; Projections. Tenant shall pay
     Additional Rent to Landlord in the manner hereinafter provided.

                     (i)   Expense Adjustment and Tax Adjustment. Tenant shall
              make payments on account of the Expense Adjustment and Tax
              Adjustment (the aggregate of such payments with respect to any
              Adjustment Year being called "Additional Rent Progress Payment")
              effective as of the Adjustment Date for each Adjustment Year as
              follows:

                           (A)    Landlord may, prior to each Adjustment Date or
                     from time to time during the Adjustment Year in which such
                     Adjustment Date falls, deliver to Tenant a written notice
                     or notices ("Projection Notice") setting forth (1)
                     Landlord's reasonable estimates, forecasts or projections
                     (collectively, the "Projections") of Taxes and Expenses for
                     such Adjustment Year based on Landlord's budgets of
                     Expenses and estimate of Taxes, and (2) Tenant's Additional
                     Rent Progress Payment with respect to each component of
                     Additional Rent (other than CPI Adjustment) for such
                     Adjustment Year based upon the Projections. Landlord's
                     budgets of Expenses and the Projections based thereon shall
                     assume full occupancy and use of the Building and may be
                     revised by Landlord from time to time based on changes in
                     rates and other criteria which are components of budget
                     items.

                           (B)    Until such time as Landlord  furnishes a
                     Projection Notice for an Adjustment Year, Tenant shall, at
                     the time of each payment of Monthly Base Rent, pay to the
                     Landlord a monthly installment of Additional Rent Progress
                     a Payment with respect to each component of Additional Rent
                     (other than CPI Adjustment) equal to the greater of the
                     latest monthly installment of Additional Rent Progress
                     Payment or one-twelfth (1/12) of Tenant's latest determined
                     Expense Adjustment and Tax Adjustment. On or before the
                     first day of the next calendar month following Landlord's
                     service of a Projection Notice, and on or before the first
                     day of each month thereafter, Tenant shall pay to Landlord
                     one-

                                      -10-

<PAGE>

                     twelfth (1/12) of the Additional Rent Progress Payments
                     shown in the Projection Notice. Within fifteen (15) days
                     following Landlord's service of a Projection Notice, Tenant
                     shall also pay Landlord a lump sum equal to the Additional
                     Rent Progress Payment shown in the Projection Notice less
                     (1) any previous payments on account of Additional Rent
                     Progress Payment made during such Adjustment Year and (2)
                     monthly installments on account of Additional Rent Progress
                     Payment due for the remainder of such Adjustment Year.

              (d)    Readjustments. The following readjustments with regard to
       the Tax Adjustment and Expense Adjustment shall be made by Landlord and
       Tenant:

                     (i)   Following the end of each Adjustment Year and after
              the Landlord shall have determined the amounts of Expenses to be
              used in calculating the Expense Adjustment for such Adjustment
              Year, Landlord shall notify Tenant in writing ("Landlord's
              Statement") of such Expenses for such Adjustment Year. If the
              Expense Adjustment owed for such Adjustment Year exceeds the
              Expense Adjustment component of the Additional Rent Progress
              Payment paid by Tenant during such Adjustment Year, then Tenant
              shall, within thirty (30) days after the date of Landlord's
              Statement, pay to Landlord an amount equal to the excess of the
              Expense Adjustment over the Expense Adjustment component of the
              Additional Progress Payment paid by Tenant during such Adjustment
              Year. If the Expense Adjustment component of the Additional Rent
              Progress Payment paid by Tenant during such Adjustment Year
              exceeds the Expense Adjustment owed for such Adjustment Year, then
              Landlord shall credit such excess to Rent payable after the date
              of Landlord's Statement, or may, at its option, credit such excess
              to any Rent then due and owing, until such excess has been
              exhausted. If the Expiration Date shall occur prior to full
              application of such excess, Landlord shall pay to Tenant the
              balance thereof not theretofore applied against Rent and not
              reasonably required for payment of Additional Rent for the
              Adjustment Year in which the Expiration Date occurs. Landlord's
              statements shall be prepared by a certified public accountant.
              Once Landlord's statement is accepted by Tenant, it shall be final
              and binding on Landlord and Tenant, subject to Tenant's right to
              challenge a Landlord's Statement pursuant to the terms of Section
              2 herein.

                     (ii)  Following the end of each  Adjustment Year and after
              Landlord shall have determined the actual amounts of Taxes to be
              used in calculating the Tax Adjustment for such Adjustment Year,
              Landlord shall notify Tenant in writing ("Landlord's Statement")
              of such Taxes for such Adjustment Year. If the Tax Adjustment owed
              for such Adjustment Year exceeds the Tax Adjustment component of
              the Additional Rent Progress Payment paid by Tenant during such
              Adjustment Year, then Tenant shall, within thirty (30) days after
              the date of Landlord's Statement, pay to Landlord an amount equal
              to the excess of the Tax Adjustment over the Tax Adjustment
              component of the Additional Rent Progress Payment paid by Tenant
              during such Adjustment Year. If the Tax Adjustment component of
              the Additional Rent Progress Payment paid by Tenant during such
              Adjustment Year exceeds the Tax Adjustment owed for such
              Adjustment Year,

                                      -11-

<PAGE>

              then Landlord shall credit such excess to Rent payable after the
              date of Landlord's Statement, or may, at its election, credit such
              excess to any Rent then due and owing, until such excess has been
              exhausted. If the Expiration Date shall occur prior to full
              application of such excess, Landlord shall pay to Tenant the
              balance thereof not theretofore applied against Rent and not
              reasonably required for payment of Additional Rent for the
              Adjustment Year in which the Expiration a Date occurs.

                     (iii) No interest or penalties shall accrue on any amounts
              which Landlord is obligated to credit or pay to Tenant by reason
              of this Section 2(d).

                     (iv)  Tenant may, by timely written notice to Landlord,
              request Landlord to commence appropriate proceedings to challenge
              the amount of the assessed value of the Building, the real estate
              taxes and/or computational errors paid with respect to the
              Building. Landlord may, at its option, either institute such
              proceeding for the benefit of itself and all tenants within the
              Building, or agree to execute and deliver to Tenant whatever
              documents may be necessary or proper to permit Tenant to so
              contest the amount of any such assessed value and/or taxes,
              provided any such proceeding is conducted at Tenant's sole
              expense. If such contest results in a reduction in the assessed
              value of the Building, Tenant or Landlord, as the case may be,
              shall be entitled to recover its actual out-of-pocket costs and
              expenses incurred in pursuing such refund or reduction from any
              award of costs and fees made in such proceeding and from the
              refund of any tax previously paid during the tax year challenged.
              In the event the assessed value of the Building is increased by
              reason of a challenge initiated by Tenant and elected not to be
              pursued by Landlord, all taxes arising by reason of such increase
              in valuation shall be allocated to Tenant and paid by Tenant as
              its sole responsibility.

              (e)    Books and Records. Landlord shall maintain books and
       records showing Expenses and Taxes in accordance with generally accepted
       accounting principles. Tenant or its representative shall have the right
       to examine Landlord's books and records showing Expenses and Taxes upon
       reasonable prior notice and during normal business hours at any time
       within forty-five (45) days following the furnishing by the Landlord to
       the Tenant of Landlord's Statement provided for in Section 2(d). Unless
       the Tenant shall take written exception to any item within sixty (60)
       days after the furnishing of the Landlord's Statement containing said
       item, such Landlord's Statement shall be considered as final and accepted
       by the Tenant and Landlord. If Tenant takes exception to any item in
       Landlord's Statement within the applicable time period and if Landlord
       and Tenant are unable to agree on the correctness of said item, then
       either party may refer the decision of said issue to a reputable firm of
       independent certified public accountants designated by Landlord and the
       decision of said accountants shall be conclusively binding on the
       parties. The party required to make payment under such adjustment shall
       pay all fees and expenses involved in such decision unless the payment
       represents five percent (5%) or less of the Expense Adjustment shown on
       Landlord's Statement, in which case Tenant shall bear all such fees and
       expenses.

                                      -12-

<PAGE>

     (f)  Proration and Survival. With respect to any Adjustment Year which does
not fall entirely within the term, Tenant shall be obligated to pay as
Additional Rent for such adjustment year only a pro rata share of Additional
Rent as hereinabove determined, based upon the number of days of the Term
falling within the Adjustment Year. Following expiration or termination of this
Lease, Tenant shall pay any Additional Rent due to the Landlord within thirty
(30) days after the receipt of Landlord's Statement sent to Tenant. Without
limitation on other obligations of Tenant which shall survive the expiration of
the Term, the obligations of Tenant to pay Additional Rent provided for in this
Section 2 shall survive the expiration or termination of this Lease.

     (g)  No Decrease in Base Rent. In no event shall any Additional Rent result
in a decrease of the Base Rent payable hereunder as set forth in Section 1
hereof.

     (h)  Additional Rent. All amounts payable by Tenant as or on account of
Additional Rent shall be deemed to be additional rent becoming due under this
Lease.

     (i)  Adjustment of Tenant's Proportionate Share. If at any time in the
future the number of rentable square feet of office space in the Building is
reduced, by reason of change in the Building structure or by reason of the
separation of ownership of a portion of the Building by a device such as
vertical subdivision or submission of the Building to a condominium form of
ownership, with the result that Tenant's Proportionate Share no longer reflects
the percentage of office space in the Building for which Landlord is responsible
for Taxes and Expenses, then Landlord shall be entitled to make an equitable
adjustment in Tenant's Proportionate Share to reflect the change in such
circumstances. An amendment, executed by Landlord and Tenant, reflecting such
change shall be attached to this Lease.

3.   Use of Premises.

     (a)  Landlord warrants that (i) the Premises are zoned and approved for
general office purposes and purposes incident thereto and (ii) will request the
appropriate authorities to issue a conditional Certificate of Occupancy or a
Final Inspection Report allowing use of the Premises for the purposes permitted
under this Section 3(a) of this Lease. Landlord shall deliver to Tenant a copy
of the conditional Certificate of Occupancy for the Building and for the
Premises and the Final Certificate of Occupancy upon issuance.

     (b)  Landlord agrees that the use of the Premises Tenant for the following
specific purposes ("Additional Purposes") is permitted under this Lease,
provided Tenant obtains and maintains all applicable governmental licenses and
permits for such purposes:

          (i)   Computer processing;

          (ii)  Training for Tenant's employees and for non-employees of Tenant;

          (iii) Kitchen and cafeteria for the use of Tenant, Tenant's employees
     and Tenant's guests in that area designated for cafeteria equipment and
     use; and

                                      -13-

<PAGE>

          (iv)  Printing for Tenant and Tenant's clients including photographic,
     multilith, or multigraph reproductions or offset printing in that area
     designated for such equipment and use.

     (c)  Tenant shall use and occupy the Premises for Tenant's executive and
general offices and for such related purposes as are described in subsection (b)
of this Section 3 and for no other purpose. For the purposes of this Section 3,
Tenant shall be deemed to include Tenant's permitted subtenants, assigns, and
occupants.

     (d)  Landlord agrees that, in connection with and incidental to Tenant's
use of the Premises for the office purposes set forth in subsection (a) of this
Section 3, provided Tenant, at Tenant's sole cost and expense, obtains any
special amendments to the certificate of occupancy for the Premises and any
other permits required by any governmental authority having jurisdiction
thereof, if any, Tenant may use portions of the Premises for (i) the preparation
and service of food and beverages from a full service kitchen with service area
(which food and beverages may be delivered to other locations of Tenant outside
of the Premises), pantry kitchens, coffee stations or lounges all for the
exclusive use by, Tenant, its employees and business guests of Tenant (but not
for use as a public restaurant or by other tenants of the Building), (ii) the
operation of vending machines for the exclusive use of Tenant, its employees and
business guests of Tenant, provided that each vending machine, where necessary,
shall have a waterproof pan thereunder and be connected to a drain, and (iii)
the installation, maintenance and operation of electronic data processing
equipment, computer processing facilities and business machines, provided that
such equipment is contained within the Premises and does not cause vibrations,
noise, electrical interference or other disturbance to other tenants of the
Building or the elevators or other equipment in the Building. With respect to
any use permitted under this Section 3, any such use shall not violate any laws
or requirements of public authorities, constitute a public or private nuisance,
interfere with or cause physical discomfort to any of the other tenants or
occupants of the Building, interfere with the operation of the Building or the
maintenance of same as a first-class office building, or violate any of Tenant's
other obligations under this Lease.

     (e)  Anything contained herein any part herein to the contrary
notwithstanding, Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used, (i) for the business of
photographic, multilith, or multigraph reproductions or offset printing, unless
used in connection with either directly or indirectly, its own business or
activities, (ii) for a retail banking, trust company, depository, guarantee, or
safe deposit business open to the general public, so long as such a business
exists or is operated in the Building by another tenant, (iii) as a savings
bank, a savings and loan association, or as a loan company open to the general
public, so long as such a business exists or is operated in the Building by
another tenant, (iv) for the sale to the general public of travelers checks,
money orders, drafts, foreign exchange or letters of credit or for the receipt
of money for transmission, so long as such a business exists or is operated in
the Building by another tenant, (v) as a stock broker's or dealer's office or
for the underwriting or sale of securities open to the general public, so long
as such a business exists or is operated in the Building another tenant, (vi)
except as provided in subsection (b) of this Section 3, as a restaurant or bar
or for the sale of confectionery,

                                      -14-

<PAGE>

     soda, beverages, sandwiches, ice cream, or baked goods or for the
     preparation, dispensing, or consumption of food or beverages in any manner
     whatsoever, (vii) as a news or cigar stand, (viii) as an employment agency,
     labor union office, physician's or dentist's office, dance, or music studio
     (except for exercise classes which may be conducted after business hours on
     a portion of the Premises where Tenant occupies the floor below and
     adjacent to the location of such classes), school (except for the training
     of employees of Tenant), (ix) as a retail travel agency, or (x) as a barber
     shop or beauty salon.

          (f)   Landlord covenants and warrants that applicable zoning and
     health ordinances and regulations permit the use of a portion of the
     Premises for a company sponsored food service facility provided such
     facility is at all times incidental to use of the Premises for general
     office purposes and provided that such facility meets the standards of such
     zoning and health ordinances and regulations.

     4.   [Intentionally Omitted]

     5.   Delivery of Possession.

          (a)   If the Landlord shall be unable to give possession of the
     Premises on the Commencement Date set forth in the Schedule of Significant
     Terms for any reason, Landlord shall not be subject to any liability for
     failure to give possession. No such failure to give possession on the
     Commencement Date shall affect either the validity of this Lease or the
     obligations of the Tenant or Landlord hereunder, and the same shall not be
     construed to extend the Term.

          (b)   For purposes of this Lease and the Workletter attached hereto,
     if any, the Premises shall be deemed ready or available for Tenant's
     occupancy or possession, and any work to be performed by Landlord shall be
     deemed substantially complete when only minor or insubstantial details of
     construction, decoration, or mechanical adjustments which do not adversely
     affect Tenant's use of the Premises remain to be done in the Premises or
     any part thereof. In the event of any dispute as to whether the Premises
     are ready for Tenant's occupancy or Landlord's work is substantially
     complete, the decision of landlord's architects shall be final and binding
     on the parties.

     6.   Alterations. Tenant shall not, without the prior written consent,
which consent shall not be unreasonably withheld, of Landlord in each instance,
make any alterations, improvements, or additions to the Premises. Landlord shall
not grant such consent until Landlord has had an opportunity to review Tenant's
plans and specifications for such alterations, improvements, or additions. If
Landlord consents to said alterations, improvements, or additions, it may impose
such conditions with respect thereto as Landlord deems appropriate, including,
without limitation, insurance against liabilities which may arise out of such
work, revisions to the plans and specifications for such work and permits
necessary for such work. The work necessary to make any alterations,
improvements, or additions to the Premises shall be done at Tenant's expense by
employees of, or contractors hired by, Landlord, except to the extent Landlord
gives its prior written consent to Tenant's hiring contractors. Notwithstanding
the foregoing, Tenant may hire its own contractors to install mill work,
telecommunications equipment and food

                                      -15-

<PAGE>

service equipment in the Premises. Tenant shall promptly pay to Landlord or to
Tenant's contractors, as the case may be, when due, the cost of all such work
and of all decorating required by reason thereof. Tenant will also pay to
Landlord an amount equal to five percent (5%) of all of the costs of such work
to reimburse Landlord for its overhead and construction management services
allocable to such work and all out-of-pocket costs incurred by Landlord in
reviewing plans and specifications for said alterations, improvements or
additions. Upon completion, Tenant shall deliver to Landlord, if payment is made
directly to contractors, evidence of payment, contractors' affidavits and full
and final waivers of all liens for labor, services or materials. Tenant shall
defend and hold Landlord and the holder of any legal or beneficial interest in
the land or Building harmless from all costs, damages, liens, and expenses
related to such work. All work done by Tenant or its contractors pursuant to
Sections 6 or 11 hereof shall be done in a first-class workmanlike manner using
only good grades of materials and shall comply with all insurance requirements
and all applicable laws and ordinances and rules and regulations of governmental
departments or agencies and the rules and regulations adopted by the Landlord
for the Building. Within thirty (30) days after substantial completion of any
such work by Tenant or its contractors, Tenant shall furnish to Landlord "as
built" drawings of such work. Landlord agrees that Tenant shall not be required
to remove any alteration, improvement or addition made to the Premises in
compliance with this Section 6 unless Landlord has advised Tenant in writing
prior to installation of such alteration, improvement or addition that
Landlord's consent to such installation is conditioned upon Tenant's agreement
to remove same upon expiration or termination of the Lease.

     7.   Services.

          (a)   The Landlord, as long as the Tenant is not in default under any
     of the covenants of this Lease, shall furnish:

                (i)    Air-conditioning, and heat and ventilation when
          necessary to provide a temperature condition required, in Landlord's
          judgment, for comfortable occupancy of the Premises under normal
          business operations, daily from 8:00 a.m. to 6:00 p.m. (Saturdays 8:00
          a.m. to 1:00 p.m.), Sundays and holidays (as hereinafter defined)
          excepted. The term "holidays" as used herein shall mean New Year's
          Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
          Christmas Day. Landlord's agreements hereunder are subject to
          Presidential and governmental restrictions on energy use.

                (ii)   Cold water in common with other tenants from Village of
          Lincolnshire mains for drinking, lavatory, cooking, and toilet
          purposes drawn through fixtures installed by the Landlord, or by
          Tenant in the Premises with Landlord's written consent, and hot water
          in common with other tenants for lavatory purposes from regular
          Building supply. Tenant shall pay Landlord as additional rent at rates
          fixed by Landlord for water furnished for any other purpose. Tenant
          shall pay Landlord the cost of any meters or submeters installed to
          measure Tenant's water usage for such other purposes. The Tenant shall
          not waste or permit the waste of water.

                                      -16-

<PAGE>

                (iii)  Janitor service and customary cleaning provided nightly
          in and about the Premises, Saturdays, Sundays, and holidays excepted,
          in accordance with the cleaning schedule attached hereto as Rider B.
          The Tenant shall not provide any janitor services or cleaning without
          the Landlord's written consent, and then only subject to supervision
          of Landlord and at Tenant's sole responsibility and cost (and without
          compensation to Tenant or reduction in Rent) and by a janitor or
          cleaning contractor or employees at all times satisfactory to
          Landlord. Notwithstanding the foregoing, in the event Tenant
          reasonably objects to the service performed by Landlord's cleaning
          contractor, Landlord agrees to replace such contractor with a
          contractor selected by Landlord.

                (iv)   Passenger elevator service in common with Landlord, and
          freight elevator service in common with Landlord shall be available to
          Tenant 24 hours per day, seven days per week, 52 weeks per year so
          longs as Tenant is the sole Tenant of the Building. At such time as
          Tenant assigns or subleases any portion of the Premises, passenger
          elevator and freight elevator service to Tenant may be limited as is
          deemed necessary in the sole discretion of Landlord to service other
          tenants, so long as at least one (1) passenger elevator shall be
          available to Tenant twenty-four (24) hours per days, seven (7) days
          per week fifty-two (52) weeks per year. Tenant shall have access to
          the Premises at all times subject to compliance with Landlord's rules
          and regulations adopted for security purposes. Operatorless automatic
          elevator service shall be deemed "elevator service" within the meaning
          of this paragraph.

                (v)    Electricity shall not be furnished by Landlord, but shall
          be furnished by an approved electric utility company serving the
          Building. Landlord shall permit the Tenant to receive such service
          direct from such utility company at Tenant's cost, and shall permit
          Landlord's wire and conduits, to the extent available, suitable, and
          safely capable, to be used for such purposes. Tenant shall make all
          necessary arrangements with the utility company for metering and
          paying for electric current furnished by it to Tenant and Tenant shall
          pay for all charges for electric current consumed on the Premises
          during Tenant's occupancy thereof. The electricity used during the
          performance of janitor service, the making of alterations or repairs
          in the Premises, the operation of the Buildings HVAC System at times
          other than as provided in Section 7(a)(i) or the operation of any
          special air conditioning systems which may be required for data
          processing equipment or for other special equipment or machinery
          installed by Tenant, shall be paid for by Tenant. Tenant shall make no
          alterations or additions to the electric equipment or appliances
          installed by Tenant without the prior written consent of the Landlord
          in each instance, which consent shall not be unreasonably withheld.
          Tenant also agrees to purchase from the Landlord or its agent at
          competitive prices all lamps, bulbs, ballasts, and starters used in
          the Premises during the Term hereof if such costs are lower than
          Tenant's costs, excluding Building standard items which will be
          purchased from Landlord. The electrical feeder or riser capacity
          serving the Premises on the Commencement Date shall be adequate to
          provide Building Standard electrical loads. Any additional feeders or
          risers to supply Tenant's additional electrical requirements, and all
          other equipment proper

                                      -17-

<PAGE>

          and necessary in connection with such feeders or risers, shall be
          installed by Landlord upon Tenant's request, at the sole cost and
          expense of Tenant, provided that, in Landlord's judgment, such
          additional feeders or risers are necessary and are permissible under
          applicable laws and insurance regulations and the installation of such
          feeders or risers will not cause permanent damage or injury to the
          Building or the Premises or cause or create a dangerous or hazardous
          condition or entail excessive or unreasonable alterations or interfere
          with or disturb other tenants or occupants or the Building. Tenant
          covenants and agrees that at all times its use of electric current
          shall never exceed the capacity of the feeders to the Building or the
          risers or wiring installed thereon.

                (vi)     Landlord shall cause the Building and adjacent
          walkways and parking areas to be maintained in operating condition and
          reasonably free from debris, snow, and ice consistent with the
          operation of a first-class office building in the North Suburban
          Chicago area.

                (vii)    Landlord shall provide such extra or additional
          services as it is reasonably possible for the Landlord to provide, as
          may be necessary for Tenant's Additional Purposes or as the Tenant may
          from time to time request, within a reasonable period after the time
          such extra or additional services are requested. Tenant shall, for
          such extra or additional services, pay at Landlord's scheduled rates
          therefor; such amount to be considered additional rent hereunder. All
          charges for such extra or additional services shall be due and payable
          within 30 days of receipt of Landlord's invoice. Any such billings for
          extra or additional services shall include an itemization of the extra
          or additional services rendered, and the charge for each such service.
          Landlord's applicable schedule of charge rates for certain extra or
          additional services will be published from time to time by Landlord
          and made available to tenant at its request. Such schedule shall be
          subject to change during the Term from time to time. If such
          additional services shall be recurring, Landlord shall provide Tenant
          with an initial invoice and thereafter, the cost of such service shall
          be paid monthly by Tenant as additional rent hereunder.

                (viii)   Tenant shall make all necessary arrangements with the
          utility company for bringing natural gas to the Building and paying
          for gas furnished by such utility company to Tenant and Tenant shall
          pay for all charges for gas consumed on the Premises during Tenant's
          occupancy thereof. In addition to uses required by Tenant, the gas
          shall be available to supply hot water to the Building. At such time
          as an additional tenant takes possession of any portion of the
          Premises, Tenant shall pay for the, installation of an additional
          meter in the Building for the natural gas to separate the gas service
          for the kitchen facilities of Tenant from the Building. Tenant shall
          make no alterations or additions to the natural gas equipment or
          appliances installed by Tenant without the prior written consent of
          the Landlord in each instance, which consent shall not be unreasonably
          withheld. Any equipment, feeders or risers necessary to bring natural
          gas to the Building and to the Premises to supply Tenant's gas
          requirements and as required for hot water to the Building, and all
          other equipment proper and necessary in

                                      -18-

<PAGE>

          connection with such feeders or risers, shall be installed by Landlord
          upon Tenant's request, at the sole cost and expense of Tenant,
          provided that, in Landlord's judgment, if bringing natural gas to the
          Building and to the Premises will cause permanent damage or injury to
          the building or the Premises or cause or create a dangerous or
          hazardous condition or entail excessive or unreasonable alterations or
          interfere with or disturb other tenants or occupants of the Building,
          Landlord may prohibit such installation by Tenant. Tenant covenants
          and agrees that at all times, its use of natural gas shall never
          exceed the capacity of the equipment and conduit installed in the
          Building to permit the use of natural gas.

          (b)   Failure by Tenant to pay within 30 days of receipt of invoice
Landlord's proper charges for water (other than for drinking, lavatory, and
toilet purposes) or other services shall give Landlord, upon not less than ten
(10) business days' notice, the right to discontinue furnishing the services,
and no such discontinuance shall be deemed an eviction or disturbance of
Tenant's use of the Premises or render Landlord liable for damages or relieve
Tenant from performance of Tenant's obligations under this Lease.

          (c)   Except for Landlord's negligence, as provided herein, Tenant
agrees that Landlord and its beneficiaries and their agents shall not be liable
in damages, by abatement of Rent or otherwise, for failure to furnish or delay
in furnishing any service when such failure or delay is occasioned, in whole or
in part, by repairs, renewals, or improvements, by any strike, lockout, or other
labor trouble, by inability to secure electricity, gas, water, or other fuel at
the Building after reasonable effort so to do, by any accident or casualty
whatsoever, by the act or default of Tenant or other parties including without
limitation Tenant's failure to maintain the Premises in good condition and
repair, or by any cause beyond the reasonable control of Landlord; and such
failures or delays shall never be deemed to constitute an eviction or
disturbance of the Tenant's use and possession of the Premises or relieve the
Tenant from paying Rent or performing any of its obligations under this Lease.
Tenant shall notify Landlord if any service shall be stopped, whereupon Landlord
will proceed diligently to restore such service as soon as reasonably possible.
However, should all or a portion of the Premises be uninhabitable for normal
business operations by Tenant for longer than 72 hours as a result of Landlord's
negligence, rent shall abate on a per diem basis for that portion of the
Premises which Tenant is unable to occupy, from the date of such interruption
until the Premises are restored to a normal business operating condition.

          (d)   Tenant agrees to cooperate fully, at all times, with Landlord in
abiding by all reasonable regulations and requirements which Landlord may
prescribe for the proper functioning and protection of all utilities and
services reasonably necessary for the operation of the Premises and the
Building.

          (e)   Landlord, throughout the Term of this Lease, shall have free
access (with notice to Tenant during business hours if access is needed to
conference areas in the Premises except in the case of emergency) to any and all
mechanical installations, and Tenant agrees that there shall be no construction
of partitions or other obstructions which might interfere with the moving of or
the servicing of equipment of Landlord to or from the enclosures containing said
installations. Tenant further agrees that neither Tenant, nor

                                      -19-

<PAGE>

         its servants, employees, agents, visitors, licensees, or contractors
         shall at any time tamper with, adjust, or otherwise in any manner
         affect Landlord's mechanical installations.

               (f)   Tenant shall make arrangements directly with the telephone
         company servicing the Building for such telephone service in the
         Premises as may be desired by Tenant. If Tenant desires telegraphic,
         telephonic, burglar alarm, computer installations or signal service,
         (which service shall be installed and maintained at Tenant's sole
         expense), Landlord shall, upon request, direct where and how all
         connections and wiring for such service shall be introduced and run.
         Landlord additionally shall have the right to approve or disapprove all
         plans and specifications for such service prior to any installation and
         to refuse permission for such installation if Landlord determines same
         could adversely affect an existing system. In the absence of such
         directions, Tenant shall make no borings or cutting or install any
         wires or cables in or about the Premises and/or the Building.

         8.    Condition and Care of Premises.

               (a)   Tenant's taking possession of the Premises shall be
         conclusive evidence against Tenant, and upon said taking of possession
         Tenant shall execute an agreement with Landlord stating that the
         Premises were then in good order and satisfactory condition, except for
         any so-called "punchlist" items detailed in said agreement and latent
         defects attendant to Landlord's Work under any Workletter attached
         hereto and made a part hereof, and upon completion of any punch1ist
         items, Tenant shall also execute a supplement to said agreement
         accepting completion of the punch1ist items. No promises of the
         Landlord to alter, remodel, improve, repair, decorate, or clean the
         Premises or any part thereof have been made, and no representation
         respecting the condition of the Premises, the Building, or the Land,
         has been made to Tenant by or on behalf of Landlord except to the
         extent expressly set forth herein, or in the aforesaid Workletter. This
         Lease does not grant any rights to light or air over or about the
         property of Landlord.

               (b)   Except for any damage resulting from any wanton or
         negligent act of Landlord or its employees and agents, and subject to
         the provisions of Section 15 hereof, Tenant shall, at its own expense,
         keep the Premises in good repair and condition and shall promptly and
         adequately repair all damage to the Premises caused by Tenant or any of
         its employees, agents, or invitees, including replacing or repairing
         all damaged or broken glass, fixtures, and appurtenances resulting from
         any such damage, under the supervision and with the approval of
         Landlord and within any reasonable period of time specified by
         Landlord. Tenant's obligation to repair the Premises as described
         above, shall include but is not limited to, all electrical, plumbing
         and mechanical systems serving the Premises from the point said systems
         connect to the base building systems on each floor. If Tenant does not
         do so promptly and adequately, Landlord may, but need not, make such
         repairs and replacements and Tenant shall pay Landlord the cost thereof
         on demand. Tenant shall take special care to keep all areas of the
         Premises which are visible by or accessible to the public, such as
         elevator lobbies and corridors, in good order and appearance consistent
         with the high standards and quality of a first-class office building.
         Landlord shall keep, repair and maintain the following items in and
         about the Building in good order and repair at not less than the same
         general standards now or hereafter applicable to first-class
         non-institutional office buildings in the north suburban Chicago area
         and in conformity

                                      -20-

<PAGE>

         with all applicable laws, regulations, rules and ordinances: the
         structure, foundation, roof and exterior of the Building, the base
         Building heating, air conditioning, ventilating, plumbing, electrical
         and related systems, all supporting equipment and fixtures and the base
         Building stairways, elevators and other common areas. Landlord shall
         repair all damage to the common areas of the Building and, to the
         extent caused by the negligence, or intentional misconduct of Landlord,
         its agents or employees or Landlord's breach of this Lease, damage to
         the Premises caused by water, snow, frost, steam, excessive heat or
         cold, sewerage, gas, noise or the bursting or leaking of pipes. Any
         additional items installed in the Building or Premises by Landlord or
         Tenant after the date of this Lease shall be maintained by the party
         who purchases or installs such item. If any repairs are made necessary
         as a result of the act, neglect, fault of or omission of any duty by
         Tenant, its agents, servants, employees or invitees, Tenant shall pay
         to Landlord, as additional rent, the actual cost of such repairs.

               (c)   Whenever, in Landlord's opinion, Tenant's use or occupation
         of the Premises, including lighting, personnel, heat generating
         machines, or equipment, individually or cumulatively, causes the design
         loads for the system providing heat and air-cooling to be exceeded, to
         affect the temperature or humidity otherwise maintained by the heating,
         ventilating, and air conditioning system in the Premises or Building,
         Landlord may, but shall not be obligated to, temper such excess loads
         by installing supplementary heating or air-conditioning units in the
         Premises or elsewhere where necessary. In such event, the cost of such
         units and the expense of installation, including, without limitation,
         the cost of preparing working drawings and specifications, shall be
         paid by Tenant as additional rent within thirty (30) days after receipt
         of invoice therefor. Alternatively, Landlord may require Tenant to
         install such supplementary heating or air-conditioning unit at Tenant's
         sole expense. Landlord may operate and maintain any such supplementary
         units, but shall have no continuing obligation to do so or liability in
         connection therewith. The expense resulting from the operation and
         maintenance of any such supplementary heating or air conditioning
         units, including rent for space occupied by any supplementary heating
         or air conditioning units installed outside the Premises, shall be paid
         by Tenant to Landlord as additional rent at rates fixed by Landlord.
         Alternatively, Landlord may require Tenant to operate and maintain any
         such supplementary units, also at Tenant's sole expense.

         9.    Return of Premises.

               (a)   At the termination of this Lease by lapse of time or
         otherwise or upon termination of Tenant's right of possession without
         terminating this Lease, Tenant shall surrender possession of the
         Premises to Landlord and deliver all keys and access cards to the
         Building, the premises and the Building garage to Landlord and make
         known to the Landlord the combination of all locks of vaults then
         remaining in the Premises, and shall (subject to the provisions of
         Sections 9(b) and 9(c) below) return the Premises and all equipment and
         fixtures of the Landlord therein to Landlord in as good condition as
         when Tenant originally took possession, ordinary wear, loss or damage
         by fire or other insured casualty, damage resulting from the wanton or
         negligent act of Landlord or its employees and agents excepted, failing
         which Landlord may restore the Premises and such

                                      -21-

<PAGE>

         equipment and fixtures to such condition and Tenant shall pay the cost
         thereof to Landlord on demand.

               (b)    All installations, additions, partitions, hardware, light
         fixtures, supplementary heat or air-conditioning units, non-trade
         fixtures and improvements, temporary or permanent, including Tenant
         Improvements as defined in the Workletter, (except movable furniture,
         kitchen equipment, UPS systems, local HVAC units telephone systems,
         movable partitions and equipment belonging to Tenant), in or upon the
         Premises, whether placed there by Tenant or Landlord, shall be
         Landlord's property and shall remain upon the Premises, all without
         compensation, allowance or credit to Tenant; provided, however, that if
         Landlord directs that Tenant remove any of said items at the end of the
         Term, pursuant to Section 6(a) herein, then Tenant, at Tenant's sole
         cost and expense, shall promptly remove such of the installations,
         additions, partitions, hardware, light fixtures, non-trade fixtures,
         and improvements placed in the Premises by or on behalf of Tenant as
         are so designated by Landlord and repair any damage to the Premises
         caused by such removal, failing which Landlord may remove the same and
         repair the Premises and Tenant shall pay the cost thereof to Landlord
         on demand.

               (c)   Tenant shall leave in place any floor covering without
         compensation to Tenant. Tenant shall remove Tenant's furniture,
         machinery, safes, trade fixtures, and other items of movable personal
         property of every kind and description from the Premises prior to the
         expiration of the Term or ten (10) days following termination of this
         Lease or Tenant's right of possession, whichever might be earlier,
         failing which Landlord may do so and thereupon the provisions of
         Section 17(f) shall apply.

               (d)   All obligations of Tenant hereunder shall survive the
         expiration of the Term or sooner termination of this Lease.

         10.   Holding Over. The Tenant shall pay Landlord for each month (or
fraction thereof) Tenant retains possession of the Premises or any part thereof
after termination of this Lease, by lapse of time or otherwise, an amount which
is one and one half (1-1/2) times double the amount of rent for each month based
on the annual rate of Rent applicable under Sections 1 and 2 to the period in
which such possession occurs, and Tenant shall also pay all damages,
consequential as well as direct, sustained by Landlord by reason of such
retention. Nothing in this Section contained, however, shall be construed or
operate as a waiver of Landlord's right of re-entry or any other right of
Landlord.

         11.   Rules and Regulations. Tenant agrees to observe the rights
reserved to Landlord contained in Section 12 hereof and agrees, for itself, its
employees, agents, clients, customers, invitees and guests, to comply with the
rules and regulations set forth in Rider A attached to this Lease and made a
part hereof and such other. reasonable rules and regulations of which Tenant is
notified as shall be adopted by Landlord pursuant to Section 12(k) of this
Lease. Any violation by Tenant of any of the rules and regulations contained in
Rider A attached to this Lease or other Section of this Lease, or as may
hereafter be adopted by Landlord pursuant to Section 12(k) of this Lease, may be
restrained; but whether or not so restrained, Tenant acknowledges and agrees
that it shall be and remain liable for all damages, loss, costs and expense
resulting from any violation by the Tenant of any of said rules and regulations.
Nothing in this Lease contained

                                      -22-

<PAGE>

shall, be construed to impose upon Landlord any duty or obligation to enforce
said rules and regulations, or the terms, covenants and conditions of any other
lease against any other tenant or any other persons, and Landlord and its
beneficiary shall not be liable to Tenant for violation of the same by any other
tenant, its employees, agents, invitees, or by any other person.

         12.   Rights Reserved to Landlord. Landlord reserves the following
rights, exercisable without notice and without liability to Tenant for damage or
injury to property, person or business and without effecting an eviction or
disturbance of Tenant's use or possession or giving rise to any claim for setoff
or abatement of Rent or affecting any of Tenant's obligations under this Lease,
except, in the case of Landlord's negligence or willful misconduct:

               (a)   To change the name or street address of the Building with
         reasonable notice to Tenant, except that if Tenant is the sole tenant
         of the Premises, any such change shall not be made without the consent
         of Tenant which consent shall not be unreasonably withheld.

               (b)   To install and maintain signs on the exterior of the
         Building to install and maintain signs on the interior of the Building
         which relate to health and safety matters and if Tenant is not the sole
         tenant of the Premises, Landlord may install and maintain signs on the
         interior of the Building without notice to Tenant.

               (c)   In the event Tenant is not the sole tenant of the Premises,
         Landlord may prescribe the location and style of the suite number and
         identification sign or lettering for the Premises any floor partially
         occupied by the Tenant.

               (d)   To retain at all times, and to use in appropriate
         instances, pass keys to the Premises.

               (e)   To grant to anyone the right to conduct any business or
         render any service in the Building, so long as it is not the same as or
         similar to Tenant's business, which is a firm of consultants and
         actuaries specializing in design, financing, communication, and
         administration of employee benefits and compensation programs except
         with Tenant's prior written consent.

               (f)   To exhibit the Premises during the last twelve (12) months
         of the Term at reasonable hours, and to decorate, remodel, repair,
         alter, or otherwise prepare the Premises for reoccupancy at any time
         after Tenant vacates or abandons the Premises for forty-five (45)
         consecutive days and fails to pay any Rent due and owing.

               (g)   To enter the Premises at reasonable hours for reasonable
         purposes, including inspection and supplying janitor service or other
         service to be provided to Tenant hereunder without unreasonable
         interference to the ordinary course of Tenant's business.

               (h)   In the event Tenant is not the sole tenant of the Premises,
         Landlord may require all persons entering or leaving the Building
         during such hours as Landlord may from time to time reasonably
         determine to identify themselves to watchmen by registration or
         otherwise, and to establish their right to enter or leave in accordance
         with

                                      -23-

<PAGE>

         the provisions of applicable rules and regulations adopted by Landlord.
         Landlord shall not be liable in damages for any error with respect to
         admission to or eviction or exclusion from the Building of any person.
         In case of fire, invasion, insurrection, mob, riot, civil disorder,
         public excitement or other commotion, or threat thereof, Landlord
         reserves the right to limit or prevent access to the Building during
         the continuance of the same, shut down elevator service, activate
         elevator emergency controls, or otherwise take such action or
         preventive measures deemed necessary by Landlord for the safety of the
         tenants or other occupants of the Building or the protection of the
         Building and the property in the Building. Tenant agrees to cooperate
         in any reasonable safety program developed by Landlord.

               (i)   To control and prevent access to common areas and other
         non-general public areas pursuant to the provisions of applicable rules
         and regulations adopted by Landlord.

               (j)   Provided that reasonable access to the Premises shall be
         maintained and the business of Tenant shall not be interfered with or
         disrupted unreasonably, Landlord reserves the right to relocate,
         enlarge, reduce or change lobbies, exits or entrances in or to the
         Building and to decorate and to make, at its own expense, repairs,
         alterations, additions and improvements, structural or otherwise, in or
         to the Building or any part thereof, and any adjacent building, and,
         street or alley, including for the purpose of connection with or
         entrance into or use of the Building in conjunction with any adjoining
         or adjacent building or buildings, now existing or hereafter
         constructed, and may for such purposes erect scaffolding and other
         structures reasonably required by the character of the work to be
         performed, and during such operations may enter upon the Premises and
         take into and upon or through any part of the Building, including the
         Premises, all materials that may be required to make such repairs,
         alterations, improvements, or additions, and in that connection
         Landlord may temporarily close public entry ways, other public spaces,
         stairways or corridors and interrupt or temporarily suspend any
         services or facilities agreed to be furnished by Landlord, all without
         the same constituting an eviction of Tenant in whole or in part and
         without abatement of Rent by reason of loss or interruption of the
         business of Tenant or otherwise and, except for Landlord's negligence,
         without in any manner rendering Landlord liable for damages or
         relieving Tenant from performance of Tenant's obligations under this
         Lease. Landlord may at its option make any repairs, alterations,
         improvements and additions in and about the Building and the Premises
         during ordinary business hours and, if Tenant desires to have such work
         done during other than business hours, Tenant shall pay all overtime
         and additional expenses resulting therefrom. Notwithstanding anything
         to the contrary contained herein, so long as Tenant is the sole tenant
         of the Premises, Landlord shall not make alterations, additions and
         improvements, structural or otherwise in or to the Building for the
         purpose of connection with or entrance into or use of the Building in
         conjunction with any adjoining or adjacent building now existing or
         hereafter constructed without the consent of Tenant which consent shall
         not be unreasonably withheld.

               (k)   From time to time to make and adopt such reasonable rules
         and regulations, in addition to or other than or by way of amendment or
         modification of the rules and regulations contained in Rider A attached
         to this Lease or other Sections of this

                                      -24-

<PAGE>

         Lease, for the protection and welfare of the Building and its tenants
         and occupants, as the Landlord may determine.

         13.   Assignment and Subletting.

               (a)   Except as otherwise expressly provided herein, Tenant shall
         not, without the prior written consent of Landlord in each instance,
         (i) convey, mortgage, pledge, hypothecate, or encumber, or subject to
         or permit to exist upon or be subjected to any lien or charge, this
         Lease or any interest under it, (ii) allow to exist or occur any
         transfer of or lien upon this Lease or the Tenant's interest herein by
         operation of law, (iii) assign this Lease or any of Tenant's rights
         hereunder, (iv) sublet the Premises or any part thereof; or (v) permit
         the use or occupancy of the Premises or any part thereof for any
         purpose not provided for under Section 3 of this Lease or by anyone
         other than the Tenant and Tenant's employees. Landlord has the absolute
         right to withhold its consent, without giving any reason whatsoever,
         except as herein expressly provided to the contrary. The foregoing
         prohibitions shall also apply to any assignee or subtenant of Tenant.

               (b)   Prior to the Commencement Date, Tenant shall not assign
         this Lease or sublet all or any part of the Premises. If, after the
         Commencement Date, Tenant has procured an assignee or sublessee, Tenant
         shall, by written notice to Landlord, advise Landlord of its intention
         from, on and after a stated date (which shall not be less than thirty
         30 days after the date of Tenant's notice) to assign this Lease to such
         proposed assignee or sublet any part or all of the Premises to such
         proposed subtenant for the balance or any part of the Term. Upon
         receipt of such notice, Landlord shall have the right; to cancel for
         the balance of the Lease term the Lease in the case of a proposed
         assignment of this Lease or a proposed subleasing of all the Premises,
         or to cancel for the balance of the Lease term the Lease with respect
         to the portion to be so subleased by notice to Tenant in which latter
         event the Rent and Tenant's Proportionate Share and the number of
         parking spaces as defined herein shall be adjusted on the basis of the
         number of square feet of Rentable Area of the Premises retained by
         Tenant, and this Lease as so amended shall continue thereafter in full
         force and effect. If Landlord wishes to exercise such option to cancel,
         Landlord shall, within thirty (30) days after Landlord's receipt of
         such notice from Tenant, send to Tenant a notice so stating and in such
         notice Landlord shall specify the date as of which such cancellation is
         effective, which date shall be not less than fifteen (15) and not more
         than forty-five 45 days after the date on which Landlord sends such
         notice. Tenant's notice given pursuant to this Section 13(b) shall
         state the name and address of the proposed subtenant or assignee, and a
         true and complete copy of the proposed sublease or assignment and
         sufficient information to permit Landlord to determine the financial
         responsibility and character of the proposed subtenant or assignee
         shall be delivered to Landlord with said notice.

               (c)   If Landlord, upon receiving Tenant's notice given pursuant
         to Section 13(b), shall not exercise its right to cancel, Landlord will
         not unreasonably withhold its consent to Tenant's assignment of this
         Lease or subletting the space covered by its notice. In each case, such
         subletting or assignment shall also be subject to the following
         conditions:

                                      -25-

<PAGE>

                     (i)    Tenant is not in material default of the lease;

                     (ii)   Tenant has fully complied with the provisions of
               this Section 13;

                     (iii)  The assignee or subtenant is not a tenant of the
               Lincolnshire Corporate Center or a government (or subdivision or
               agency thereof);

                     (iv)   Tenant has furnished Landlord with copies of all
               documents relating to the sublease or assignment arrangement
               between Tenant and the proposed subtenant or assignee, including
               financial statements, if requested by Landlord;

                     (v)    The proposed sublease or proposed assignment does
               not extend for a term beyond the initial Term of this Lease, nor
               does the sublease or assignment contain any options to extend or
               renew the term thereof beyond the initial Term of this Lease;

                     (vi)   The subtenant or assignee is of a character or
               engaged in a business which is, and the subtenant's or assignee's
               proposed use of the Premises, or portions thereof, is consistent
               with the standards of Landlord for the Building and the use
               permitted hereunder;

                     (vii)  The space to be subleased and the remaining portion
               of the Premises are both legally leasable units and suitable for
               normal renting;

                     (viii) The assignee or subtenant is sufficiently
               financially responsible to perform its obligations under the
               sublease or assignment; and

                     (ix)   The intended use by or business of the proposed
               assignee or sublessee will not conflict with any commitment by
               Landlord to any other tenant in the Lincolnshire Corporate Center
               or Lincolnshire Corporater Center Unit III.

Landlord agrees to respond to Tenant's request for approval within thirty (30)
days after submission of all documents.

               (d)   Notwithstanding the provisions of subparagraphs (a), (b),
         and (c) above, landlord agrees that (1) as to an assignment or transfer
         by operation of law, Landlord shall have the right of consent pursuant
         to subparagraph (c) above, but shall not have the option to cancel the
         lease, provided such assignment or transfer is to a corporation which
         acquires substantially all of the assets of the Tenant; and (2) as to
         an assignment of the lease to a wholly-owned subsidiary of Tenant or an
         entity controlling, controlled by, or under common control with Tenant,
         Landlord shall not have the option to cancel nor shall Landlord have a
         right of consent.

               (e)   Consent by Landlord to any assignment, subletting, use, or
         occupancy or transfer shall not operate to relieve the Tenant from any
         covenant or obligation hereunder, including the primary responsibility
         to directly pay Landlord all Base Rent and Additional Rent due under
         the Lease, and shall not be deemed to be a consent to or

                                      -26-

<PAGE>

         relieve Tenant, or any subtenant or assignee, from obtaining Landlord's
         consent to any subsequent assignment, transfer, lien, charge,
         subletting, use, or occupancy.

                  (f)   If Tenant, having first obtained Landlord's consent to
         any sublease or assignment, or if Tenant or a trustee in bankruptcy for
         Tenant, pursuant to Section 365 of the Bankruptcy Code, shall assign
         this Lease or sublet the Premises, or any part thereof, then in
         addition to the Rent then payable hereunder, Tenant shall pay to
         Landlord, as further additional rent on the first day of each month
         during the term of any such assignment or sublease, fifty percent (50%)
         of the amount, if any, by which (x) the Assigned Area Rent exceeds (y)
         the product of the Current Monthly Rent multiplied by the Assigned
         Area. As used herein:

                        (i)  "Assigned Area" shall mean the number of square
                  feet of Rentable Area of the Premises (in the case of an
                  assignment or sublet of the entire Premises) or of the
                  Rentable Area of any space sublet by Tenant (in the case of a
                  sublet of less than the entire Premises).

                        (ii) "Current Monthly Rent" shall mean the aggregate
                  of all Monthly Base Rent and Additional Rent Progress Payments
                  being paid by Tenant as of the effective date of an assignment
                  or sublet, divided by the number of square feet of Rentable
                  Area of the Premises.

                  (iii) "Assigned Area Rent" shall mean the current monthly base
         rent and other amounts payable by the subtenant or assignee for the
         Assigned Area.

                  (g)   If Tenant is a partnership, any transaction or series of
         transactions (including without limitation any withdrawal or admittance
         of a partner or any change in any partners' interest in Tenant, whether
         voluntary, involuntary or by operation of law, or any combination of
         any of the foregoing transactions) resulting in the transfer of control
         of fifty percent (50%) or more of the ownership interest in Tenant,
         during any twelve (12) month period shall be deemed to be a transfer of
         Tenant's interest under this Lease for the purpose of Section 13. The
         term "control" as used in this Section 13(g) means the power to
         directly or indirectly direct or cause the direction of the management
         or policies of Tenant.

         14.      Waiver of Certain Claims; Indemnity by Tenant.

                  (a)   To the extent not expressly prohibited by law, Tenant
         releases Landlord and its beneficiaries, and their agents, servants,
         and employees, from and waives all claims for damages to person or
         property sustained by the Tenant or by any occupant of the Premises or.
         the Building, or by any other person, resulting directly or indirectly
         from fire or other casualty, cause, or any existing or future
         condition, defect, matter, or thing in or about the Premises, the
         Building or any part of it, or from any equipment or appurtenance
         therein, or from any accident in or about the Building, or from any act
         or neglect of any tenant or other occupant of the Building or any part
         thereof or of any other person. This Section 14(a) shall not operate as
         a release of Landlord from liability for the negligent or intentionally
         wrongful conduct of landlord or its agent or employees. This

                                      -27-

<PAGE>

         Section 14 shall apply especially, but not exclusively, to damage
         caused by water, snow, frost, steam, excessive heat or cold, sewerage,
         gas, odors, or noise, or the bursting or leaking of pipes or plumbing
         fixtures, broken glass, sprinkling or air conditioning devices or
         equipment, or flooding of basements, and to any damage to automobiles
         parked in the garage in the Building or outside the Building and shall
         apply without distinction as to the person whose act or neglect was
         responsible for the damage and whether the damage was due to any of the
         acts specifically enumerated above, or from any other thing or
         circumstance, whether of a like nature or of a wholly different nature.
         If any damage to the Premises or the building or any equipment or
         appurtenance therein, whether belonging to Landlord or to other tenants
         or occupants of the Building or otherwise, results from any negligent
         or wrongful acts of the Tenant, its employees, agents, or invitees,
         Tenant shall be liable therefor and Landlord may, at its option, repair
         such damage and Tenant shall upon demand by Landlord reimburse Landlord
         for all reasonable costs of such repairs and damages in excess of
         amounts, if any, paid to Landlord under insurance covering such
         damages. Except as otherwise provided herein, all personal property
         belonging to the Tenant or any occupant of the Premises that is in the
         Building or the Premises shall be there at the risk of the Tenant or
         other person only and Landlord shall not be liable for damage thereto
         or theft or misappropriation thereof. All vehicles parked in the
         Building's garage or in the parking lots shall be parked at the sole
         risk of the owner, and Landlord assumes no responsibility for any
         damage to or loss of vehicles.

              (b) To the extent not expressly prohibited by law, Tenant agrees
         to hold Landlord and its beneficiaries, and their agents, servants, and
         employees, harmless and to indemnify each of them against claims and
         liabilities, including reasonable attorneys' fees, for injuries to all
         persons and damage to or theft or misappropriation or loss of property
         occurring in or about the Premises arising from Tenant's negligence or
         wrongful acts or from any breach or default on the part of Tenant in
         the performance of any covenant or agreement on the part of Tenant to
         be performed pursuant to the terms of this Lease or due to any other
         act or omission of the Tenant, its agents, or employees.

              (c) To the extent not expressly prohibited by law, Landlord agrees
         to hold Tenant and its agents, servants and employees, harmless and to
         indemnify each of them against claims and liabilities, including
         reasonable attorney's fees, for injuries to all persons and damage to
         or loss of property occurring in or about the Premises, excluding
         consequential damages, arising from Landlord's negligence or wrongful
         acts or from any breach or default on the part of Landlord in the
         performance of any covenant or agreement on the part of Landlord to be
         performed pursuant to the terms of this Lease or due to any other
         negligent act or omission of the Landlord, its agents or employees.

         15.  Damage or Destruction by Casualty.

              (a) If the Premises or any part of the Building shall be damaged
         by fire or other casualty and if such damage does not render all or a
         substantial portion of the Premises or the Building untenantable, then
         Landlord shall proceed to repair and restore the same to its prior
         existing condition with reasonable promptness, subject to reasonable
         delays for insurance adjustments and delays caused by matters beyond
         Landlord's

                                      -28-

<PAGE>

         control. If any such damage renders all or a substantial portion of the
         Premises or the Building untenantable, Landlord shall, with reasonable
         promptness after the occurrence of such damage and in good faith,
         estimate the length of time that will be required to substantially
         complete the repair and restoration of such damage from the date
         Landlord receives authority from Landlord's insurer to proceed with the
         repair and restoration of the Building ("Approval Date") and shall by
         notice advise Tenant of such estimate. If it is so estimated that the
         amount of time required to substantially complete such repair and
         restoration will be less than one hundred eighty (180) days, Landlord
         shall commence such repair and restoration upon the Approval Date but
         in no event more than thirty 30) days after the occurrence of the damn
         e. If the actual time for repairs and restoration exceeds one hundred
         eighty 180 days, Tenant may not terminate this Lease provided Landlord
         is diligently pursuing the repair and restoration of the Building and
         such repair and restoration period does not exceed two hundred seventy
         (270) days; provided, however, if such repair and restoration period is
         in excess of two hundred seventy (270) days Tenant may terminate this
         Lease on five (5 days written notice to Landlord. If it is so estimated
         that the amount of time required to substantially complete such repair
         and restoration will exceed one hundred eighty (180) days from the
         Approval Date, then either Landlord or Tenant but as to Tenant only if
         all or a substantial portion of the Premises are rendered untenantable
         and the estimated time to substantially complete the repair or
         restoration of the Premises will exceed such one hundred eighty (180)
         days from the Approval Date shall have the right to terminate this
         Lease as of the date of such damage upon giving notice to the other at
         any time within twenty (20) days after Landlord gives Tenant the notice
         containing said estimate (it being understood that Landlord may, if it
         elects to do so, also give such notice of termination together with the
         notice containing said estimate). Unless this Lease is terminated as
         provided in the preceding sentence, Landlord shall proceed with
         reasonable promptness and all due diligence to repair and restore the
         Premises, subject to reasonable delays for insurance adjustments and
         delays caused by matters beyond Landlord's control, and also subject to
         zoning laws and building codes then in effect. Landlord shall have no
         liability to Tenant, and Tenant shall not be entitled to terminate this
         Lease (except as hereinafter provided) if such repairs and restoration
         are not in fact completed within the time period estimated by Landlord,
         as aforesaid, or within said one hundred eighty 180 days, so long as
         Landlord shall proceed with reasonable promptness and due diligence.
         Notwithstanding anything to the contrary herein set forth: (i) if any
         such damage rendering all or a substantial portion of the Premises or
         Building untenantable shall occur during the last three (3) years of
         the Term, then Landlord shall have the option to terminate this Lease
         by written notice to Tenant within thirty (30) days after the date such
         damage occurred, and if such option is so exercised, this Lease shall
         terminate as of the date of such damage; (ii) Landlord shall have no
         duty pursuant to this Section 15 to repair or restore any portion of
         alterations, additions or improvements made by or on behalf of Tenant
         in the Premises or improvements which are in excess of Shell and Core
         and Tenant Improvements as defined in the Workletter attached hereto;
         (iii) Landlord shall not be obligated but may, at its option, so elect)
         to repair or restore the Premises or Building if any mortgagee applies
         proceeds of insurance to reduce its loan balance and to pay any
         applicable loan fees and the remaining proceeds, if any, available to
         Landlord are not sufficient to pay for such repair or restoration. In
         such event, Landlord shall distribute to Tenant the lesser of the

                                      -29-

<PAGE>

         balance of the insurance proceeds or the contract sum of the Tenant
         Improvements (as defined in the Workletter) which have been paid for as
         of said date, multiplied by a fraction of which the numerator is the
         number of months remaining in the Lease term and the denominator is the
         number of months between the Commencement Date and the Expiration Date;
         and (iv) Tenant shall not have the right to terminate this Lease
         pursuant to this Section 15 if the damage or destruction was caused by
         the intentional or negligent act of Tenant, its agents or employees.

              (b) In the event any such fire or casualty damage not caused by
         the intentional or negligent act of Tenant, its agents or employees,
         renders the Premises substantially untenantable and Tenant is not
         occupying the Premises and if this Lease shall not be terminated
         pursuant to the foregoing provisions of Section 15 by reason of such
         damage, then Rent shall abate during the period beginning with the date
         of such damage and ending with the date when Landlord substantially
         completes its repair and restoration work. Such abatement shall be an
         amount bearing the same ratio to the total amount of Rent for such
         period as the portion of the Premises being repaired and restored by
         Landlord and not heretofore delivered to Tenant from time to time bears
         to the entire Premises. In the event of termination of this Lease
         pursuant to this Section 15, Rent shall be apportioned on a per diem
         basis and be paid to the date of such fire or other casualty.

              (c) In the event of any such fire or other casualty, and if the
         lease is not terminated pursuant to the foregoing provisions of this
         Lease, Tenant shall repair and restore any portion of alterations,
         additions or improvements made by or on behalf of Tenant in the
         Premises, and during any such period of Tenant's repair and restoration
         following substantial completion of Landlord's repair and restoration
         work, Rent shall be payable as if said fire or other casualty had not
         occurred.

              (d) In the event the Premises or a part thereof is destroyed by
         fire or other casualty, Landlord agrees to assist Tenant in locating
         equivalent temporary space for Tenant within (1) the Lincolnshire
         Corporate Center or (2) another office center located as close to the
         Building as possible.

         16.  Eminent Domain. If all or a substantial part of the Building, or
any part thereof which includes all or a substantial part of the Premises, shall
be taken or condemned by any competent authority for any public or quasi-public
use or purpose, the Term of this Lease shall end upon and not before the date
when the possession of the part so taken shall be required for such use or
purpose, and without apportionment of the award to or for the benefit of Tenant.
If any condemnation proceeding shall be instituted in which it is sought to take
or damage any part of the Building, the taking of which would, in Landlord's
opinion, prevent the economical operation of the Building, or if the grade of
any street or alley adjacent to the Building is changed by any competent
authority, and such taking or damage or change of grade makes it necessary or
desirable to remodel the Building to conform to the taking or damage, Landlord
shall have the right to terminate this Lease upon not less than ninety (90)
days' notice prior to the date of termination designated in the notice. In
either of the events above referred to, Rent shall be apportioned as of the date
of the termination. No money or other consideration shall be payable by the
Landlord to the Tenant for the right of termination, and the Tenant shall have
no right to share in the condemnation award or in any judgment for damages
caused by such taking

                                      -30-

<PAGE>

or the change of grade; provided, however, that Tenant shall have the right to
pursue separately against the condemning authority any award available
separately to Tenant for Tenant's moving and relocation expenses.

         17.  Default; Landlord's Rights and Remedies.

              (a)   The occurrence of any one or more of the following matters
         constitutes a Default by Tenant under this Lease:

                    (i)    Failure by Tenant to pay Rent or any installment
              thereof when due within five (5) days of receipt of written or
              telephone notice of Landlord's failure to receive such sums, so
              long as any late charge of penalty shall accrue as of the due
              date;

                    (ii)   Failure by Tenant to pay within five (5) days of
              receipt of written or telephone notice of Landlord's failure to
              receive such sums, so long as any late charge or penalty shall
              accrue as of the due date and any other moneys required to be paid
              by Tenant under this Lease;

                    (iii)  Failure by Tenant to observe or perform any of the
              covenants in respect of assignment and subletting set forth in
              Section 13;

                    (iv)   Failure by Tenant to cure forthwith, immediately
              after receipt of notice from Landlord, any hazardous condition
              which Tenant has created in violation of law or of this Lease;

                    (v)    Failure by Tenant to observe or perform any other
              covenant, agreement, condition or provision of this Lease, if such
              failure shall continue for thirty (30) days after notice thereof
              from Landlord to Tenant, provided, however, that Tenant shall not
              be in default with respect to matters which cannot reasonably be
              cured within thirty (30) days so long as within such thirty (30)
              day period Tenant commences such cure and diligently proceeds to
              complete the same at all times thereafter;

                    (vi)   The levy upon or under execution or the attachment by
              legal process of the leasehold interest of Tenant, or the filing
              or creation of a lien in respect of such leasehold interest, which
              lien shall not be released or discharged within thirty (30) days
              from the date of such filing;

                    (vii)  Tenant vacates or abandons the Premises or fails to
              take possession of the Premises when available for occupancy (the
              transfer of a substantial part of the operations, business and
              personnel of Tenant to some other location being deemed, without
              limiting the meaning of the term "vacates or abandons", to be a
              vacation or abandonment within the meaning of this clause (vii)),
              and Tenant thereafter does not pay Rent due under this Lease;

                    (viii) Tenant becomes insolvent or bankrupt or admits in
              writing its inability to pay its debts as they mature, or makes an
              assignment for the benefit of

                                      -31-

<PAGE>

              creditors, or applies for or consents to the appointment of a
              trustee or receiver for Tenant or for the major part of his
              property;

                    (ix)  A trustee or receiver is appointed for the Tenant or
              for the major part of its property and is not discharged within
              thirty (30) days after such appointment; and

                    (x)   Bankruptcy, reorganization, arrangement, insolvency or
              liquidation proceedings, or other proceedings for relief under any
              bankruptcy law, or similar law for the relief of debtors, are
              instituted by or against Tenant, and, if instituted against
              Tenant, are allowed against it or are consented to by it or are
              not dismissed within sixty (60) days after such institution.

              (b)   If a Default occurs which has not been cured or remedied
         during the applicable grace period, Landlord shall have the rights and
         remedies hereinafter set forth, which shall be distinct, separate and
         cumulative and shall not operate to exclude or deprive Landlord of any
         other right or remedy allowed it by law:

                    (i)   Landlord may terminate this Lease by giving to Tenant
              written notice of the Landlord's election to do so, in which event
              the Term of this Lease shall end, and all right, title and
              interest of the Tenant hereunder shall expire, on the date stated
              in such notice;

                    (ii)  Landlord may terminate the right of the Tenant to
              possession of the Premises without terminating this Lease by
              giving written notice to Tenant that Tenant's right of possession
              shall end on the date stated in such notice, whereupon the right
              of the Tenant to possession of the Premises or any part thereof
              shall cease on the date stated in such notice; and

                    (iii) Landlord may enforce the provisions of this Lease and
              may enforce and protect the rights of the Landlord hereunder by a
              suit or suits in equity or at law for the specific performance of
              any covenant or agreement contained herein, or for the enforcement
              of any other appropriate legal or equitable remedy, including
              recovery of all moneys due or to become due from the Tenant under
              any of the provisions of this Lease.

Any notice required to be given by Landlord pursuant to this Section 17(b) may
be given concurrently with a notice of default pursuant to Section 17(a).

              (c)   If Landlord exercises either the remedies provided for in
         subparagraphs (i) or (ii) of the foregoing Section 17(b), Tenant shall
         surrender possession and vacate the Premises immediately and deliver
         possession thereof to the Landlord, and Landlord may then or at any
         time thereafter re-enter and take complete and peaceful possession of
         the Premises, with or without process of law, and Landlord may remove
         all occupants and property therefrom, using such force as may be
         necessary, without being deemed in any manner guilty of trespass,
         eviction or forcible entry and detainer and without relinquishing
         Landlord's right to rent or any other right given to Landlord hereunder
         or by operation of law.

                                      -32-

<PAGE>

              (d)   If Landlord, pursuant to the provisions of Section 17(b)(ii)
         hereof, terminates the right of the Tenant to possession of the
         Premises without terminating this Lease, such termination of possession
         shall not release Tenant, in whole or in part, from Tenant's obligation
         to pay the Rent hereunder when due for the full Term, and Landlord
         shall have the right to immediate recovery of all amounts then due
         hereunder. In addition, Landlord shall have the right, from time to
         time, to recover from the Tenant, and the Tenant shall remain liable
         for, all Rent and any other sums thereafter accruing as they become due
         under this Lease during the period from the date of such notice of
         termination of possession to the stated end of the Term. In any such
         case, the Landlord shall use reasonable efforts to, but shall be under
         no obligation to (except to the extent required by law), relet the
         Premises or any part thereof for the account of the Tenant for such
         rent, for such time (which may be for a term extending beyond the Term
         of this Lease) and upon such terms as the Landlord in the Landlord's
         sole discretion shall determine, and the Landlord shall not be required
         to accept any tenant offered by the Tenant or to observe any
         instructions given by the Tenant relative to such reletting. Landlord
         shall, however, cooperate with Tenant in order to relet the Premises
         and minimize Tenant's damages, but this obligation shall not require
         Landlord to divert any prospective tenants from any other portion of
         the Building. Also in any such case the Landlord may make repairs,
         alterations and additions in or to the Premises and redecorate the same
         to the extent deemed by the Landlord necessary or desirable and in
         connection therewith change the locks to the Premises, and the Tenant
         shall upon demand pay the cost thereof together with the Landlord's
         reasonable expenses of reletting. Landlord may collect the rents from
         any such reletting and apply the same first to the payment of the
         expenses of reentry, redecoration, repair and alterations and the
         expenses of reletting and second to the payment of Rent herein provided
         to be paid by the Tenant, and any excess or residue shall operate only
         as an offsetting credit against the amount of Rent as the same
         thereafter becomes due and payable hereunder, but the use of such
         offsetting credit to reduce the amount of Rent due Landlord, if any,
         shall not be deemed to give Tenant any right, title or interest in or
         to such excess or residue and any such excess or residue shall belong
         to Landlord solely; provided that in no event shall Tenant be entitled
         to a credit on its indebtedness to Landlord in excess of the aggregate
         sum (including Base Rent and Additional Rent). which would have been
         paid by Tenant for the period for which the credit to Tenant is being
         determined, had no Default occurred. No such re-entry or repossession,
         repairs, alterations and additions, or reletting shall be construed as
         an eviction or ouster of the Tenant or as an election on Landlord's
         part to terminate this Lease unless a written notice of such intention
         be given to Tenant or shall operate to release the Tenant in whole or
         in part from any of the Tenant's obligations hereunder, and the
         Landlord may, at any time and from time to time, sue and recover
         judgment for any deficiencies from time to time remaining after the
         application from time to time of the proceeds of any such reletting.

              (e)   In the event of the termination of this Lease by Landlord as
         provided for by subparagraph (i) of Section 17(b), Landlord shall be
         entitled to recover from Tenant all the fixed dollar amounts of Rent
         accrued and unpaid for the period up to and including such termination
         date, as well as all other additional sums payable by the Tenant, or
         for which Tenant is liable or in respect of which Tenant has agreed to
         indemnify Landlord under any of the provisions of this Lease which may
         be then owing and unpaid, and all

                                      -33-

<PAGE>

         costs and expenses, including court costs and reasonable attorneys'
         fees incurred by Landlord in the enforcement of its rights and remedies
         hereunder, and in addition Landlord shall be entitled to recover as
         damages for loss of the bargain and not as a penalty (x) the
         unamortized cost to the Landlord, computed and determined in accordance
         with generally accepted accounting principles, of the tenant
         improvements and alterations, if any, paid for and installed by
         Landlord pursuant to this Lease, and (y) the aggregate sum which at the
         time of such termination represents the excess, if any, of the present
         value of the aggregate rents at the same annual rate for the remainder
         of the Term as then in effect pursuant to the applicable provisions of
         Sections 1 and 2 of this Lease, over the then present value of the then
         aggregate fair rental value of the Premises for the balance of the
         Term, such present worth to be computed in each case on the basis of a
         per annum discount at the rate for United States Treasury bills then in
         effect having a term the same as the remaining Lease Term from the
         respective dates upon which such rentals would have been payable
         hereunder had this Lease not been terminated, and (z) any damages in
         addition thereto, including reasonable attorneys' fees and court costs,
         which Landlord shall have sustained by reason of the breach of any of
         the covenants of this Lease other than for the payment of rent.

              (f)   All property removed from the Premises by Landlord pursuant
         to any provision of this Lease or of law may be handled, removed or
         stored by Landlord at the cost and expense of the Tenant, and the
         Landlord shall in no event be responsible for the value, preservation
         or safekeeping thereof. Tenant shall pay Landlord for all expenses
         incurred by Landlord in such removal and storage charges against such
         property so long as the same shall be in Landlord's possession or under
         Landlord's control. All property not removed from the Premises or not
         retaken from storage by Tenant within thirty (30) days after the end of
         the Term, however terminated, shall be conclusively deemed to have been
         conveyed by Tenant to Landlord as by bill of sale without further
         payment or credit by Landlord to Tenant.

              (g)   If any action for breach of or to enforce any provision of
         this Lease is commenced, the court in such action shall award to the
         party in whose favor judgment is entered, a reasonable sum as
         attorneys' fees, which attorneys' fees shall be paid by the losing
         party in such action. Tenant shall pay all of Landlord's costs,
         charges, and expenses, including court costs and reasonable attorneys'
         fees, incurred by Landlord in any litigation in which Tenant causes the
         Landlord, without Landlord's fault, to become involved or concerned.
         Landlord shall pay all of Tenant's costs, charges and expenses,
         including court costs and reasonable attorneys' fees, incurred by
         Tenant in any litigation in which Landlord causes Tenant without
         Tenant's fault to become involved or concerned.

              (h)   In the event that Tenant shall file for protection under any
         Chapter of the Bankruptcy Code now or hereafter in effect, Landlord and
         Tenant agree, to the extent permitted by law, to request that the
         debtor-in-possession or trustee-in-bankruptcy, if one is appointed,
         assume or reject this Lease within sixty (60) days thereafter.

         18.  Subordination.

                                      -34-

<PAGE>

          (a)  Landlord may have heretofore or may hereafter encumber with a
     mortgage or trust deed the Building, the Land, the Real Property or any
     interest therein, and may have heretofore and may hereafter sell and lease
     back the Land, or any part of the Real Property, and may have heretofore or
     may hereafter encumber the leasehold estate under such lease with a
     mortgage or trust deed (any such mortgage or trust deed is herein called a
     "Mortgage" and the holder of any such mortgage or the beneficiary under any
     such trust deed is herein called a "Mortgagee".

     Any such lease of the underlying land is herein called a "Ground Lease",
     and the lessor under any such lease is herein called a "Ground Lessor". Any
     Mortgage which is a first lien against the Building, the Land, the Real
     Property, the leasehold estate under a Ground Lease or any interest therein
     is herein called a "First Mortgage" and the holder or beneficiary of any
     First Mortgage is herein called a "First Mortgagee"). If requested by the
     Mortgagee or Ground Lessor, Tenant will either (a) subordinate its interest
     in this Lease to said Mortgage, and to any and all advances thereunder and
     to the interest thereon, and all renewals, replacements, amendments,
     modifications, and extensions thereof, or to said Ground Lease, or to both,
     or (b) make Tenant's interest in this Lease or certain of Tenant's rights
     hereunder superior thereto; and Tenant will promptly execute and deliver
     such agreement or agreements as may be reasonably required by the Mortgagee
     or by any such Ground Lessor; provided that Tenant covenants it will not
     subordinate this Lease to any Mortgage other than a First Mortgage without
     the prior written consent of the First Mortgagee.

          (b)  It is further agreed that (a) if any Mortgage shall be
     foreclosed, or if any ground or underlying lease be terminated, (i) the
     liability of the mortgagee or trustee hereunder or purchaser at such
     foreclosure sale or the liability of a subsequent owner designated as
     Landlord under this Lease shall exist only so long as such trustee,
     mortgagee, purchaser, or owner is the owner of an interest in the Building
     or Land and such liability shall not continue or survive after further
     transfer of ownership; and (ii) upon request of the mortgagee or trustee,
     if any Mortgage shall be foreclosed, Tenant will attorn, as Tenant under
     this Lease, to the purchaser at any foreclosure sale under any Mortgage, or
     upon request of the Ground Lessor, if any Ground Lease shall be terminated,
     Tenant will attorn as Tenant under this Lease to the Ground Lessor, and
     Tenant will execute such instruments as may be necessary or appropriate to
     evidence such attornment, so long as such instruments contain a reasonably
     satisfying covenant of non-disturbance of Tenant; and (b) this Lease may
     not be modified or amended so as to reduce the rent or shorten the term
     provided hereunder, or so as to adversely affect in any other respect to
     any material extent the rights of the Landlord, nor shall this Lease be
     canceled or surrendered, without the prior written consent, in each
     instance, of the First Mortgagee and of any Ground Lessor.

          (c)  Should any prospective First Mortgagee or. Ground Lessor require
     a modification or modifications of this Lease, which modification or
     modifications will not cause an increase in the Rent stipulated hereunder
     or in any other way materially and adversely change the rights and
     obligations of Tenant hereunder, then and in such event, Tenant agrees that
     this Lease may be so modified and agrees to execute whatever documents are
     required therefor and deliver the same to Landlord within ten (10)

                                      -35-

<PAGE>

     business days following the request therefor. Should any Landlord or
     prospective Mortgagee or Ground Lessor require execution of a short form of
     lease for recording (containing the names of the parties, a description of
     the Premises, and the term of this Lease) or a certification from the
     Tenant concerning the lease in such form as may be required by a
     prospective mortgagee or ground lessor, Tenant agrees to execute such short
     form of lease or certificate and deliver the same to Landlord within ten
     (10) days following the request therefor.

     19.  Mortgagee Protection. Tenant agrees to give the First Mortgagee, by
registered or certified mail, a copy of any notice of default served upon the
Landlord by Tenant, provided that, prior to such notice, Tenant has been
notified in writing (by way of service on Tenant of a copy of assignment of
rents and leases, or otherwise) of the address of such First Mortgagee. Tenant
further agrees that if Landlord shall have failed to cure such default within
twenty (20) days after such notice to Landlord (or if such default cannot be
cured or corrected within that time, then such additional time as may be
necessary if Landlord has commenced within such twenty (20) days and is
diligently pursuing the remedies or steps necessary to cure or correct such
default), then the First Mortgagee shall have an additional thirty (30) days
within which to cure or correct such default (or if such default cannot be cured
or corrected within that time, then such additional time as may be necessary if
the First Mortgagee has commenced within such thirty (30) days and is diligently
pursuing the remedies or steps necessary to cure or correct such default). Until
the time allowed, as aforesaid, for the First Mortgagee to cure such default has
expired without cure, Tenant shall have no right to, and shall not, terminate
this Lease on account of Landlord's default.

     20.  [Intentionally Omitted]

     21.  Subrogation and Insurance.

          (a)  Landlord and Tenant agree to have all physical damage or material
     damage insurance which may be carried by either of them, and Tenant agrees
     to have all business interruption insurance which it carries, endorsed to
     provide that any release from liability of, or waiver of claim for,
     recovery from the other party entered into in writing by the insured
     thereunder prior to any loss or damage shall not affect the validity of
     said policy or the right of the insured to recover thereunder and providing
     further that the insurer waives all rights of subrogation which such
     insurer might have against the other party. Without limiting any release or
     waiver of liability or recovery contained in any other section of this
     Lease, but rather in confirmation and furtherance thereof, each of the
     parties hereto waives all claims for recovery from the other party for any
     loss or damage to any of its property or damages as a result of business
     interruption. Notwithstanding the foregoing or anything contained in this
     Lease to the contrary, any release and any waiver of claims shall not be
     operative, nor shall the foregoing endorsements be required, in any case
     where the effect of such release and waiver is to invalidate insurance
     coverage or increase the cost thereof (provided that, in the case of
     increased cost, the other party shall have the right, within ten (10) days
     following written notice, to pay such increased cost keeping such release
     and waiver in full force and effect).

                                      -36-

<PAGE>

          (b)  Tenant shall carry insurance during the entire Term hereof
     insuring Tenant and Landlord and Landlord's agents and beneficiaries and
     mortgagees with terms, coverages, and in companies satisfactory to Landlord
     and mortgagees and with such commercially reasonable increases in limits as
     Landlord may from time to time request but initially Tenant shall maintain
     the following coverages in the following amounts:

               (i)  Comprehensive general liability insurance, including
          contractual liability insuring the indemnification provisions
          contained in this Lease, in an amount not less than $2,000,000.00
          combined single limit per occurrence;

               (ii) "All risk" physical damage insurance, including sprinkler
          leakage, for the full replacement cost of all additions, property
          improvements, and property alterations to the Premises and of all
          office furniture, trade fixtures, office equipment, merchandise, and
          all other items of Tenant's property on the Premises above Tenant
          Improvements as defined in the Workletter; and

          The foregoing insurance may be provided by a company-wide blanket
     insurance policy or policies maintained by or on behalf of Tenant, provided
     that the same is reasonably satisfactory to Landlord.

          (c)  Tenant shall, prior to the commencement of the Term and
     thereafter during the Term, furnish to Landlord policies or certificates
     issued by the respective carriers evidencing such coverage or replacements
     and renewals thereof, which policies or certificates shall state that such
     insurance coverage may not be changed or canceled without at least thirty
     (30) days' prior written notice to Landlord and Tenant.

          (d)  Tenant shall comply with all applicable laws and ordinances, all
     orders and decrees of court and all requirements of other governmental
     authority and all requirements of Landlord's insurance companies, and shall
     not directly or indirectly make any use of the Premises which may thereby
     be prohibited or be dangerous to person or property or which may jeopardize
     any insurance coverage, or may increase the cost of insurance or require
     additional insurance coverage. In the event of such increase in the cost of
     insurance or such requirement for additional insurance coverage, Tenant
     shall reimburse Landlord for the cost thereof.

     22.  Nonwaiver. No waiver of any condition expressed in this Lease shall be
implied by any neglect of either party to enforce any remedy on account of the
violation of such condition whether or not such violation be continued or
repeated subsequently, and no express waiver shall affect any condition other
than the one specified in such waiver and that one only for the time and in the
manner specifically stated. Without limiting the provisions of Section 10, it is
agreed that no receipt of moneys by Landlord from Tenant after the termination
in any way of the Term or of Tenant's right of possession hereunder or after the
giving of any notice shall reinstate, continue or extend the Term or affect any
notice given to Tenant prior to the receipt of such moneys. It is also agreed
that after the service of notice or the commencement of a suit or after final
judgment for possession of the Premises, Landlord may receive and collect any
moneys due, and the payment of said moneys shall not waive or affect said
notice, suit or judgment.

                                      -37-

<PAGE>

     23.  Estoppel Certificate. The Tenant agrees that from time to time upon
not less than ten (10) business days' prior request by Landlord, or the holder
of any Mortgage or any ground lessor, the Tenant (or any permitted assignee,
subtenant, licensee, concessionaire, or other occupant of the Premises claiming
by, through, or under Tenant) will deliver to Landlord or to the holder of any
Mortgage or ground lessor, a statement in writing signed by Tenant certifying
(a) that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the lease as modified is in full force and effect and
identifying the modifications); (b) the date upon which Tenant began paying Rent
and the dates to which the Rent and other charges have been paid, (c) that the
Landlord is not in default under any provision of this Lease, or, if in default,
the nature thereof in detail; (d) that the Premises have been completed in
accordance with the terms hereof and Tenant is in occupancy and paying Rent on a
current basis with no rental offsets or claims; (e) that there has been no
prepayment of Rent other than that provided for in the Lease; (f) that there are
no actions, whether voluntary or otherwise, pending against Tenant under the
bankruptcy laws of the United States or any State thereof, and (g) such other
matters as may be required by Landlord, the holder of any Mortgage or ground
lessor. If Tenant requests a similar statement, stating the status of this
Lease, Landlord shall provide same to Tenant within ten (10) business days.

     24.  Tenant Authority to Execute Lease. In case Tenant is a partnership,
Tenant represents and warrants that an authorized member of said partnership has
have executed this Lease on behalf of Tenant. Tenant shall supply evidence to
Landlord that proves that this Lease has been executed and delivered pursuant to
and in conformity with a valid and effective authorization therefor and is and
constitutes the valid and binding agreement of the partnership and each and
every partner therein in accordance with its terms.

     25.  Real Estate Brokers. Tenant represents that Tenant has directly dealt
with and only with the real estate broker or brokers disclosed in the Schedule
(whose commission shall be paid by Landlord pursuant to a separate agreement
with each such broker), as broker, in connection with this Lease and agrees to
indemnify and hold Landlord harmless from all damages, liability, and expense
(including reasonable attorneys' fees) arising from any claims or demands of any
other broker or brokers or finders for any commission alleged to be due such
broker or brokers or finders in connection with its participating in the
negotiation with Tenant of this Lease.

     26.  Notices. In every instance where it shall be necessary or desirable
for Landlord to serve any notice or demand upon Tenant, it shall be sufficient
to send a written or printed copy of such notice or demand by United States
registered or certified mail, postage prepaid, addressed to Tenant at the
address set forth in the Schedule, and a copy thereof to: Hewitt Associates, 100
Half Day Road, Lincolnshire, Illinois 60069, Attention: C.L. Connolly, III, in
which event the notice or demand shall. be deemed to have been served at the
time the same was posted plus two (2) business days, to serve any such notice or
demand personally. Any such notice or demand to be given by Tenant to Landlord
shall, until further notice, be served personally or sent by United States
registered or certified mail, postage prepaid, to One Overlook Point, Suite 100,
Lincolnshire Corporate Center, Lincolnshire, Illinois. Mailed communications to
Landlord shall be deemed to have been served at the time the same were posted
plus two (2) business days. Notwithstanding the foregoing, notices served with
respect to emergency matters may be served personally or by telephone
communication. Tenant is advised and acknowledges

                                      -38-

<PAGE>

that until further notice to Tenant, Van Vlissingen & Co., the present agent of
Landlord, has authority to execute and deliver notices hereunder to Tenant on
behalf of Landlord.

     27.  Miscellaneous.

          (a)  Each provision of this Lease shall extend to and shall bind and
     inure to the benefit not only of Landlord and Tenant, but also their
     respective heirs, legal representatives, successors, and assigns, but this
     provision shall not operate to permit any transfer, assignment, mortgage,
     encumbrance, lien, charge, or subletting contrary to the provisions of
     Section 13.

          (b)  No modification, waiver, or amendment of this Lease or of any of
     its conditions or provisions shall be binding upon Landlord or Tenant
     unless in writing and signed by Landlord and Tenant.

          (c)  Submission of this instrument for examination shall not
     constitute a reservation of or option for the Premises or in any manner
     bind Landlord and no lease or obligation on Landlord shall arise until this
     instrument is signed and delivered by Landlord and Tenant; provided,
     however, the execution and delivery by Tenant of this Lease to Landlord or
     the agent of Landlord's beneficiary shall constitute an irrevocable offer
     by Tenant to lease the Premises on the terms and conditions herein
     contained, which offer may not be revoked for thirty (30) days after such
     delivery.

          (d)  The word "Tenant" whenever used herein shall be construed to mean
     Tenants or any one or more of them in all cases where there is more than
     one Tenant; and the necessary grammatical changes required to make the
     provisions hereof apply either to corporations or other organizations,
     partnerships, or other entities, or individuals, shall in all cases be
     assumed as though in each case fully expressed. In all cases where there is
     more than one Tenant, the liability of each shall be joint and several.

          (e)  The Schedule of Significant Terms, Supplemental Provisions,
     clauses, plats, and riders, if any, endorsed on or affixed to this Lease
     are part hereof and in the event of variation or discrepancy the duplicate
     original hereof, including such clauses, plats, and riders, if any, held by
     Landlord shall control.

          (f)  The headings of Sections are for convenience only and do not
     limit, expand, or construe the contents of the Sections.

          (g)  Nothing contained in this Lease shall be deemed or construed by
     the parties hereto or by any third party to create the relationship of
     principal and agent, partnership, joint venturer, or any association
     between Landlord and Tenant, it being expressly understood and agreed that
     neither the method of computation of Rent nor any other provisions
     contained in this Lease nor any act of the parties hereto shall be deemed
     to create any relationship between Landlord and Tenant other than the
     relationship of landlord and tenant.

          (h)  Time is of the essence of this Lease and of each and all
     provisions thereof.

                                      -39-

<PAGE>

          (i)  All amounts (including, without limitation, Base Rent and
     Additional Rent) owed by Tenant to Landlord pursuant to any provision of
     this Lease, except for amounts successfully disputed by Tenant, shall bear
     interest at the annual rate of two percent 2% over the corporate base rate
     of interest then in effect at the First National Bank of Chicago from the
     date of the expiration of the applicable required notice period until paid,
     unless a lesser rate shall then be the maximum rate permissible by law with
     respect thereto, in which event said lesser rate shall be charged.

          (j)  The legal invalidity of any provision of this Lease shall not
     impair or affect in any manner the validity, enforceability, or effect of
     the rest of this Lease.

          (k)  All understandings and agreements, oral or written, heretofore
     made between the parties hereto are merged in this Lease, which alone fully
     and completely expresses the agreement between Landlord (and its
     beneficiary and their agents) and Tenant.

          (l)  Upon written request from Landlord, tenant shall furnish Landlord
     a copy of Tenant's most recent audited and certified financial statement,
     if same is prepared, and if not, the unaudited Balance Sheet and Income
     Statement of Tenant certified by a responsible financial officer of Tenant.

     28.  Landlord's Authority and Quiet Enjoyment. Landlord covenants and
represents that it has full and complete authority to enter into this Lease
under all of the terms, conditions, and provisions set forth herein, and,
subject to the terms, provisions, and conditions hereof, so long as Tenant keeps
and substantially performs each and every term, provision, and condition herein
contained on the part of Tenant to be kept and performed and so long as Tenant
is not in default hereunder, Tenant shall, during the Term hereof, peacefully
and quietly enjoy the Premises without hindrance or molestation by Landlords,
its successors and assigns, subject to the covenants, agreements, terms,
provisions and conditions of this Lease, or by any other person lawfully
claiming by, through or under the same, subject to the covenants, agreements,
terms, provisions and conditions of this Lease and the effect of the application
of same.

     29.  Landlord. The term "Landlord" as used in this Lease means only the
owner or owners at the time being of the Building so that in the event of any
assignment, conveyance, or sale, once or successively, of the Building, or any
assignment of this Lease by Landlord, said Landlord making such sale,
conveyance, or assignment shall be and hereby is entirely freed and relieved of
all covenants and obligations of Landlord hereunder accruing after such sale,
conveyance, or assignment, and Tenant agrees to look solely to such purchaser,
grantee, or assignee with respect thereto. This Lease shall not be affected by
any such assignment, conveyance, or sale, and Tenant agrees to attorn to the
purchaser, grantee, or assignee.

     30.  Title and Covenant Against Liens. The Landlord's title is and always
shall be paramount to the title of the Tenant and nothing in this Lease
contained shall empower the Tenant to do any act which can, shall, or may
encumber the title of the Landlord. Tenant covenants and agrees not to suffer or
permit any lien of mechanics or materialmen to be placed upon or against the
Real Property, the Land, the Building, or the Premises or against the Tenant's
leasehold interest in the Premises and, in case of any such lien attaching, to
immediately pay and

                                      -40-

<PAGE>

remove same. Tenant has no authority or power to cause or permit any lien or
encumbrance of any kind whatsoever, whether created by act of Tenant, operation
of law, or otherwise, to attach to or be placed upon the Real Property, Land,
Building, or Premises, and any and all liens and encumbrances created by Tenant
shall attach only to Tenant's interest in the Premises. If any such liens so
attach and Tenant fails to pay and remove same within fifteen 15 days, Landlord,
at its election, may pay and satisfy the same and in such event the sums so paid
by Landlord, with interest from the date of payment at the rate set forth in
Section 27(i) hereof for amounts owed Landlord by Tenant. Such sums shall be
deemed to be additional rent due and payable by Tenant upon receipt of at once
without notice or demand.

     31.   [Intentionally Omitted]

     32.   Parking. Tenant shall not use or permit its employees to use more
than the number of parking spaces set forth in the Schedule of Significant
Terms. Tenant, its servants, employees, customers, invitees, and guests shall,
when using the parking facilities in and around the Building, observe and obey
all signs regarding fire lanes, no parking zones, driving speed zones and
designated reserved, visitor and handicapped spaces, and when parking, always
park between the designated lines. Landlord reserves the right to tow away, at
the expense of the owner, any vehicle which is improperly parked in a no parking
zone or designated visitors reserved or handicapped area. In the event Tenant is
not the sole tenant of the Premises, Landlord further reserves the right to tow
away, at the expense of the owner, any vehicle which is improperly parked in a
designated visitor or reserved area. All vehicles shall be parked at the sole
risk of the owner and Landlord assumes no responsibility for any damage to or
loss of vehicles.

     33.   [Intentionally Omitted]

     34.   Exculpatory Provisions. Landlord covenants and agrees that no partner
of Tenant shall have any personal liability for payment of any sums due
hereunder, including but not limited to or for observance or performance of any
of the covenants and agreements contained in this Lease and that the Landlord
will not seek or resort to the personal assets of the partners for payment or
performance of any of such, all with the same force and effect as though the
Tenant were an amply capitalized corporation with the partners being the
shareholders thereof. It is expressly understood and agreed by and between the
parties hereto, anything herein to the contrary notwithstanding, that each and
all of the representations, warranties, covenants, undertakings, and agreements
herein made on the part of any Landlord while in form purporting to be the
representations, warranties, covenants, undertakings, and agreements of such
Landlord are nevertheless each and every one of them made and intended, not as
personal representations, warranties, covenants, undertakings, and agreements by
such Landlord or for the purpose or with the intention of binding such Landlord
personally, but are made and intended for the purpose only of subjecting such
Landlord's interest in the Building, the Land and the Premises to the terms of
this Lease and for no other purpose whatsoever, and in case of default hereunder
by any Landlord (or default through, under, or by any of its beneficiaries, or
agents or representatives of said beneficiaries), the Tenant shall look solely
to the interests of such Landlord in the Building and Land; that no Landlord nor
any of its beneficiaries shall have any personal liability to pay any
indebtedness accruing hereunder or to perform any covenant, either express or
implied, herein contained and no liability or duty shall rest upon any Landlord
which is a land trust to

                                      -41-

<PAGE>

sequester the trust estate or the rents, issues, and profits arising therefrom,
or the proceeds arising from Any sale or other disposition thereof; that no
personal liability or personal responsibility of any sort is assumed by, nor
shall at any time be asserted or enforceable against, landlord, American
National Bank and Trust Company of Chicago, Illinois, individually or
personally, but only as trustee under the provisions of a Trust Agreement dated
November 6, 1989, and known as its Trust No. 109810-09 or against any of the
beneficiaries under the said trust No. 10981009 or any beneficiaries under any
land trust which may become the owner of the Land or Building, on account of
this Lease or on account of any representation, warranty, covenant, undertaking,
or agreement of Landlord in this Lease contained, either express or implied, all
such personal liability.

     35.   Joint Venture Agreement.

     Nothing contained herein shall constitute a waiver of any rights of Tenant
under a joint Venture Agreement dated May 15,1989 between Tenant and Tower
Parkway Associates.

     IN WITNESS WHEREOF, the parties have caused this Lease to be executed on
the date first above written.

                                            LANDLORD:

                                            AMERICAN NATIONAL BANK AND TRUST
                                            COMPANY OF CHICAGO, ILLINOIS, not
                                            personally, but solely as Trustee
                                            aforesaid

                                            By: Van Vlissingen and Co, its duly
                                            authorized agent


ATTEST:

/s/ J. Nann                                 By: /s/ M.D. Mann
---------------------------                     --------------------------------
Assistant Secretary
                                            Its: Vice President

                                            TENANT:

                                            HEWITT ASSOCIATES

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

                                      -42-

<PAGE>

                              THREE OVERLOOK POINT

                            FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made as of the 28th day
of September, 2001, between LA SALLE BANK NATIONAL ASSOCIATION, not personally
but as Successor Trustee to American National Bank And Trust Company Of Chicago,
under Trust Agreement dated November 6, 1989 and known as Trust No. 109810-09
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                                   WITNESSETH:

     WHEREAS, Landlord and Tenant are parties to a certain Amended and Restated
Lease dated December 1, 1989 under which Lease Landlord demised to Tenant the
entire premises ("Premises") of the building commonly known as Three Overlook
Point, Lincolnshire Corporate Center, Illinois ("Building"); and

     WHEREAS, the parties hereto desire to extend the term of the Lease and to
amend the Lease in certain other respects.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Lease is hereby further amended as follows:

     1.  Extended Term. The tern of the Lease is hereby extended to February 28,
2017 on the same terms and conditions as set forth in the Lease, except as
modified herein and unless sooner terminated pursuant to the terns of the Lease.

     2.  Rent. As of May l, 2006 (the "Extended Term Commencement Date"), the
Base Rent payable under the Lease for the entire Premises shall be as follows:

                                       Annual                        Monthly
      Period                          Base Rent                    Installment
      ------                          ---------                    -----------

05/01/06 - 04/30/07                 $4,076,509.15                  $339,709.10
05/01/07 - 04/30/08                 $4,157,749.19                  $346,479.10
05/01/08 - 04/30/09                 $4,241,890.66                  $353,490.89
05/01/09 - 04/30/10                 $4,326,032.13                  $360,502.68
05/01/10 - 04/30/11                 $4,413,075.03                  $367,756.25
05/01/11 - 04/30/12                 $4,500,117.93                  $375,009.83
05/01/12 - 04/30/13                 $4,590,062.26                  $382,505.19
05/01/13 - 04/30/14                 $4,682,908.02                  $390,242.34
05/01/14 - 04/30/15                 $4,775,753.78                  $397,979.48
05/01/15 - 04/30/16                 $4,871,500.97                  $405,958.41
05/01/16 - 02/28/17                 $4,141,791.33                  $414,179.13

     3.  Construction Management Fee. Under Section 6 of the Lease, Landlord is
entitled to a fee for construction management services of five percent (5%) of
the costs of all alterations,

<PAGE>

improvements, or additions to the Premises. Effective immediately, the fee for
construction management services shall only be assessed for work that under
applicable law would require a building permit or construction permit.

     4.  Expenses. Section 2.(a)(iii)(A) of the Lease is amended to provide that
Expenses will include all costs and expenses directly related to the Building
and Land for Operating and cleaning tenant, common and public areas, for
utilities, for the payment of salaries and fringe benefits for personnel below
the grade of building manager (expressly excluding salaries and fringe benefits
for the Building's managing agent's administrative personnel), for removing
snow, ice, and debris, and costs of property damage for Shell and Core and
Tenant Improvements, and liability, rent loss and other insurance. Effective
January 1, 2005, Section 2.(a)(iii)(G) of the Lease is amended to provide that
Expenses will include a management fee for the managing agent of the Building of
three percent (3%) of Landlord's gross receipts from operation of the Building.

     5.  Real Estate Brokers. This Amendment is part of a larger transaction in
which Tenant extended and amended existing leases in the properties commonly
known as One Overlook Point, Two Overlook Point and Three Overlook Point,
Lincolnshire Corporate Center, Lincolnshire, Illinois. Van Vlissingen and Co., a
firm affiliated with Landlord, and U.S. Equities Realty, LLC acted as brokers
and advisors in the larger transaction. The only commissions due Van Vlissingen
and Co. and U.S. Equities Realty, LLC are those set forth in that certain First
Amendment to Lease of even date herewith between LaSalle Bank National
Association, not personally but as Successor Trustee to American National Bank
and Trust Company of Chicago under Trust Agreement dated July 14, 1995 and known
as Trust No. 120607-03 and Tenant for the premises currently known as Two
Overlook Point, Lincolnshire Corporate Center, Lincolnshire, Illinois (the "Two
Overlook Amendment"). Tenant represents that it has dealt only with Van
Vlissingen and Co. and U.S. Equities Realty, LLC as broker in connection with
this Amendment, and that, insofar as Tenant knows, no other broker negotiated
this Amendment or is entitled to any commission in connection therewith. Tenant
agrees to indemnify and hold Landlord harmless from all damages, liability and
expense (including reasonable attorneys' fees) arising from any claims or
demands of any other broker or brokers or finders in connection with its
participating with Tenant in the negotiating of this Amendment and from any
claim by U.S. Equities Realty, LLC for a commission greater or payable at
different times than provided in the Two Overlook Amendment.

     6.  Lease in Full Force and Effect. Except for the provisions of this
Amendment, all the terms, covenants and conditions of the Lease and all the
rights and obligations of Landlord and Tenant thereunder, shall remain in full
force and effect, and are not otherwise altered, amended, revised or changed.

     7.  Estoppel. Tenant hereby acknowledges that as of the date hereof, Tenant
has no known claims arising under the Lease against Landlord or its agents, or
any one or more of the foregoing, and that Tenant knows of no default or failure
on the part of Landlord to keep or perform any covenant, condition or
undertaking to be kept or performed by Landlord under the Lease. Tenant hereby
releases Landlord from any known liability arising under the Lease prior to the
date hereof

                                      -2-

<PAGE>

     8.  Exculpatory Provisions. It is expressly understood and agreed by and
between the parties hereto, anything herein to the contrary notwithstanding,
that each and all of the representations, warranties, covenants, undertakings
and agreements herein made on the part of any Landlord while in form purporting
to be the representations, warranties, covenants, undertakings, and agreements
of such Landlord are nevertheless each and every one of them made and intended,
not as personal representations, warranties, covenants, undertakings, and
agreements by such Landlord or for the purpose or with the intention of binding
such Landlord personally, but are made and intended for the purpose only of
subjecting such Landlord's interest in the Building, the Land and the Premises
to the terms of this Amendment and for no other purpose whatsoever, and in case
of default hereunder by any Landlord (or default through, under, or by any of
its agents or representatives), the Tenant shall look solely to the interests of
such Landlord in the Building and Land; that neither Landlord nor LaSalle Bank
National Association, as Trustee aforesaid, shall have any personal liability to
pay any indebtedness accruing hereunder or to perform any covenant, either
express or implied, herein contained and no liability or duty shall rest upon
any Landlord which is a land trust to sequester the trust estate or the rents,
issues and profits arising therefrom, or the proceeds arising from any sale or
other disposition thereof; that no personal liability or personal responsibility
of any sort is assumed by, nor shall at any time be asserted or enforceable
against, Landlord, LaSalle Bank National Association, as Trustee aforesaid, or
any beneficiaries under any land trust which may become the owner of the
Building, on account of this Amendment or on account of any representation,
warranty, covenant, undertaking or agreement of Landlord in this Amendment
contained, either express or implied, all such personal liability, if any, being
expressly waived and released by Tenant and by all persons claiming by, through,
or under Tenant; and that this Amendment is executed and delivered by the
undersigned Landlord not in its own right, but solely in the exercise of the
powers conferred upon it as such Trustee.

                                      -3-

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the date first above written.

                                   LANDLORD:

                                   LA SALLE BANK NATIONAL ASSOCIATION, not
                                   personally, but as Trustee aforesaid, by its
                                   beneficiary

                                     OVERLOOK ASSOCIATES, by its general
                                     partners

                                       HEWITT HOLDINGS LLC

                                       By:  /s/ C.L. Connolly III
                                            -----------------------------------
                                            Its: Authorized Representative
                                                 ------------------------------



                                       TOWER PARKWAY ASSOCIATES, L.L.C.

                                       By: L.L.L. Partnership, a duly authorized
                                       member

                                       By: /s/ Charles R. Lande
                                           ------------------------------------
                                                 Partner

                                   TENANT:

                                   HEWITT ASSOCIATES LLC

                                   By: /s/ C.L. Connolly III
                                       ----------------------------------------
                                       Its: Authorized Representative
                                       ----------------------------------------

                                       -4-