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                                                                   Exhibit 10.34

                               TWO OVERLOOK POINT

                          LINCOLNSHIRE CORPORATE CENTER



                                  OFFICE LEASE



                                     BETWEEN

                    AMERICAN NATIONAL BANK AND TRUST COMPANY
                 OF CHICAGO, not personally but as Trustee under
                Trust Agreement dated July 14, 1995 and known as
                               Trust No. 120607-03

                                    LANDLORD


                                       AND


                              HEWITT ASSOCIATES LLC


                                     TENANT



                              DATED: August 3, 1995



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                   LEASE with Hewitt Associates LLC ("Tenant")

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

     This 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, not personally but as Trustee under Trust Agreement
dated July 14, 1995 and known as Trust Agreement 120607-03 ("Landlord"), and the
Tenant identified immediately above.

                          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:                      August 3, 1995

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 April 1, 1997.

Expiration Date:                    The last day of the 240th 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 Two
                                    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 5-story
                                    (plus basement) office building containing
                                    approximately 321,320 square feet of area, a
                                    2 level parking structure and a concourse
                                    connecting the building to the building
                                    commonly known as Three Overlook Point
                                    located on property adjacent to the Land and
                                    containing approximately 290,143 square
                                    feet.

Premises:                           The entire premises of the Building.

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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 Date(s):      NIA

Security Deposit:                       None

Parking Spaces:                         971, but not less than all spaces
                                        constructed on the Real Property

Broker:                                 Van Vlissingen and Co.

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

Tenant's Authorized Representatives:    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)
                                        -------

     Rider D:                           [Intentionally Omitted]

     Rider E:                              X          (Proposed Budget)
                                        -------

                                       -2-

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                             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 the lesser
of: (a) the amount calculated by multiplying 1.075 times the annual debt service
for the first year of the permanent loan for the Building ("Permanent Loan"),
amortized over 20 years, or (b) the amount calculated by multiplying 1.20 times
the annual debt service for the first year of the Permanent Loan, amortized over
30 years. 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, which shall finance all hard and soft costs for
the construction of the Building except for the cost of the Land. 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.

S.4  Option to Purchase.

     A.   So long as Tenant is not in default hereunder, Landlord hereby grants
to Tenant a nonassignable (except with respect to the parties described in
Section 13(d)(2) of this Lease) option to purchase the Real Property at any time
after the end of the seventh year of the Lease Term and before the end of the
tenth year of the Lease Term, at a price equal to all hard and soft costs for
the construction of the Building plus land value calculated at $8.00 per square
foot,

                                       -3-

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escalated at the rate of 2.5 % per year (prorated on a daily basis for partial
years) from the Commencement Date through the date of closing of the purchase.
Said option shall be exercised by written notice to Landlord from Tenant given
no later than twelve (12) months prior to the date on which Tenant desires to
close the transaction. Tenant's option to purchase shall be conditioned upon
Tenant's assumption of the existing mortgage, the existing mortgagee's approval
of such assumption and the purchase, and the full and complete release of
Landlord (and its beneficiaries if applicable) by the mortgagee under the
existing mortgage documents.

     B.   If Tenant's option hereunder is exercised, the following closing
procedure shall apply:

          1.   The Closing date for the sale of the Real Property to Tenant
     shall be on the date specified in Tenant's notice of exercise delivered
     pursuant to section S.5(A) above. Payment of the purchase price and the
     delivery of the deed (the "Closing") shall be made at the office of Chicago
     Title Insurance Company in downtown Chicago, Illinois, or at such other
     place as the parties may agree. At the request of either parry, the Closing
     shall be effected through a deed and money escrow, the cost of which escrow
     shall be borne equally by Landlord and Tenant. The purchase price shall be
     payable to Landlord on the Closing date in cash or by wire transfer or
     certified or cashier's check, upon delivery of the deed to Tenant and
     performance of Landlord's and Tenant's other obligations as set forth
     herein.

          2.   The conveyance of the Real Property shall be made by recordable
     trustee's deed to Tenant (or its designee), subject only to (A) the lien of
     current general real estate taxes and special assessments not then due and
     payable; (B) any acts or doings caused or suffered by Tenant; (C) private,
     public and utility easements and roads and highways, if any; (D) covenants,
     conditions and restrictions of record; (E) party wall rights and
     agreements, if any; (F) existing leases and tenancies; and (G) the existing
     mortgage ("Permitted Title Exceptions").

          3.   Landlord shall deliver to Tenant at Closing, an ALTA Form B
     owner's title insurance policy (without extended coverage over general
     exceptions) in the aggregate amount of the purchase price as provided
     hereunder. Such title policy shall be issued by Chicago Title Insurance
     Company, shall name Tenant or its designee as the proposed insured and show
     title to the Real Property in Tenant or its designee, subject only to the
     Permitted Title Exceptions.

          4.   Landlord shall pay the stamp tax imposed by state and county law
     on the transfer of title and Tenant shall pay the amount of stamp tax
     imposed by the City of Lincolnshire on the transfer of title.

          5.   Base Rent under the Lease and mortgage payments under the
     existing mortgage shall be prorated between the parties as of the closing
     date.

                                       -4-

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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, ices and debris, and costs of property
               damage for Shell and Core and Tenant

                                       -5-

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               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. The costs and
               expenses set forth in this subparagraph (B) which relate to those
               areas immediately adjacent to the Building and used to service a
               building on Lot 1 in the 15th Resubdivision of the Lincolnshire
               Corporate Center and the Building 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 seeking or obtaining reductions in and refunds of
               Taxes, but excluding

                                       -6-

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               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 properly 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 now or hereafter be levied, imposed or
          assessed against the Building or the land

                                       -7-

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          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 Properly 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.

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

                                       -8-

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          (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").plus

          (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 Landlord a monthly
               installment of Additional Rent Progress 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-twelfth (1/12) of the

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               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 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 Landlord's Statement pursuant to the terms of Section
          2(e) 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,

                                      -10-

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          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 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-Docket 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 years) 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 Landlords
     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.

                                      -11-

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     (f)  Proration and Survival. With respect to any Adjustment Year which does
not fall entirely within the tenor, 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 Tenor
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 date 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 roved 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 by 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

                                      -12-

<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, E 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 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 by another tenant, (vi) except as provided
     in subsection (b) of this Section 3, as a restaurant or bar or for the sale
     of confectionery, soda, beverages, sandwiches, ice

                                      -13-

<PAGE>

     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.

     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 service equipment in the Premises.
Tenant's shall promptly pay to Landlord or to Tenant's contractors, as a 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

                                      -14-

<PAGE>

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 9 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.

               (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,

                                      -15-

<PAGE>

          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
          shall be available to Tenant 24 hours per day, seven days per week, 52
          weeks per Year so long 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 day, seven 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 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

                                       -16

<PAGE>

          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 and 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 comp or 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 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

                                      -17-

<PAGE>

          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 promptly 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 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 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.

                                      -18-

<PAGE>

          (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 "punch1ist"
     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 maintain and
     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 with all applicable laws, regulations, rules and ordinances:
     the structure, foundation, roof and exterior of the Building, the base
     Building

                                      -19-

<PAGE>

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

                                      -20-

<PAGE>

          (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 properly 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 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

                                      -21-

<PAGE>

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 Tenants use or possession or giving rise to any claim for setoff or abatement
of Rent or affecting any of Tenant's obligations under this Leases 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 and of the Building
     and 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 To 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, 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 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

                                      -22-

<PAGE>

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

                                      -23-

<PAGE>

     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:

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

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

                                      -24-

<PAGE>

               (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;

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

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

               (x)    The intended use by or business of the proposed assignee
          or sublessee will not conflict with any commitment by Landlord to any
          other tenant an the Lincolnshire Corporate Center or Lincolnshire
          Corporate 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
     direct, Landlord all Base Rent and Additional Rent due under the Lease, and
     shall not be deemed to be a consent to or relieve Tenant, or any subtenant
     or assignee, from obtaining Landlord's consent to any subsequent
     assignment, transfer, lien, charge, subletting, use, or occupancy.

                                      -25-

<PAGE>

          (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(9) 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
     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

                                      -26-

<PAGE>

     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 alike 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
     control. If any such damage renders all or a substantial portion of the
     Premises or the Building untenantable, Landlord shall, after the occurrence
     of such damage and in good faith, estimate the length of time that will be
     required to substantially complete the repair

                                      -27-

<PAGE>

     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 damage. 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 not 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 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

                                      -28-

<PAGE>

     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 in 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 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.

                                      -29-

<PAGE>

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

                                      -30-

<PAGE>

               (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.

          (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

                                      -31-

<PAGE>

     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 far
     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 may, 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 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

                                      -32-

<PAGE>

     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.

          (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

                                      -33-

<PAGE>

     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 Properly, 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) 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

                                      -34-

<PAGE>

     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.  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).

          (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:

                                      -35-

<PAGE>

               (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 properly 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.

     21.  Nonwaiver. No waiver of any condition expressed in this Lease shall be
implied by any neglect of either parry 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.

     22.  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

                                      -36-

<PAGE>

(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.

     23.  Tenant Authority to Execute Lease. In case Tenant is a partnership,
Tenant represents and warrants that an authorized member of all of said
partnership has have executed this Lease on behalf of Tenant. If 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.

     24.  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.

     25.  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 LLC,
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, or 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 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.

                                      -37-

<PAGE>

     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, signed by Landlord and 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.

          (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

                                      -38-

<PAGE>

     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.

          (1)  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 Landlord, 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 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

                                      -39-

<PAGE>

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 notice or demand.

     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
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.

     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 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, individually or
personally, but only as trustee under the provisions of a Trust Agreement dated
July 14, 1995, and known as its Trust No. 120607-03 or against any of the
beneficiaries under the said trust No. 109810-09 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

                                      -40-

<PAGE>

agreement of Landlord in this Lease 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 Lease 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. Landlord
and Tenant hereby acknowledge that Van Vlissingen and Co. is acting as agent
only. Van Vlissingen and Co. shall not be held liable to Tenant for the
fulfillment or non-fulfillment of any of the terms and conditions of this Lease
or for any action or proceedings that may be taken by Landlord against Tenant.

     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, not personally, but
                                        solely as Trustee aforesaid
ATTEST:

/s/ J. Nann                             By:   /s/ M. D. Mann
------------------------                     -----------------------------------
Assistant Secretary                     Its:  2/nd/ Vice President
                                             -----------------------------------

                                        TENANT:

                                        HEWITT ASSOCIATES LLC

                                        By:   /s/ John M. Ryan
                                             -----------------------------------

                                      -41-

<PAGE>

                           MEMORANDUM OF CLARIFICATION

     On August 3, 199.5, American National Bank and Trust Company of Chicago
u/t/a dated July 14, 1995 and known as Trust No. 120607-03 entered into a Lease
with Hewitt Associates LLC ("Tenant") for Two Overlook Point, Lincolnshire,
Illinois (the "Property")

     The undersigned, LaSalle Bank National Association as Successor Trustee to
American National Bank and Trust Company of Chicago u/t/a dated July 14, 1995
a/k/a Trust No. 12060703 ("Landlord") and Tenant are parties to an Amendment to
Lease dated September 28, 2001, for the Property which was incorrectly
identified as a "First Amendment to Lease."

     As there was a First Amendment to Lease dated October 1, 1995, the parties
agree that the amendment dated September 28, 2001, shall be known as the Second
Amendment to Lease. All references to the Lease in the Second Amendment shall be
interpreted to refer collectively to the Lease dated August 3, 1995, and the
First Amendment to Lease dated October 1, 1995. I,

                                  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: Principal
                                                   -----------------------------

                                      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: Principal
                                           -------------------------------------

<PAGE>

                               TWO 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 July 14, 1995 and known as Trust No. 120607-03
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                                   WITNESSETH:

     WHEREAS, Landlord and Tenant are parties to a written lease dated August 3,
1995 (the "Lease"), under which Lease Landlord demised to Tenant the entire
premises ("Premises") of the building commonly known as Two Overlook Point,
Lincolnshire Corporate Center, Illinois ("Building"); and

     WHEREAS, the parties hereto desire to amend the Lease in certain respects.

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

     1.   Expiration Date. Landlord and Tenant confirm that the Expiration Date
of the Lease is February 28, 2017, subject to the provisions of Section S.4 of
the Lease, or such earlier date as the Lease is terminated pursuant to its
terms.

     2.   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, 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.

     3.   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.

     4.   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 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

<PAGE>

brokers and advisors in the larger transaction. For its role in assisting in the
negotiation of the larger transaction, Landlord agrees to pay Van Vlissingen and
Co. a commission in the amount of $1,065,861 payable as follows: $532,929.00
within 60 days of the execution of this Amendment and the amendments of the
other two leases, $121,368.00 on June 1, 2004, the Extended Term Commencement
Date under the One Overlook Point lease and $411,564.00 on May 1, 2006, the
Extended Term Commencement Date under the Three Overlook Point lease. For its
role in assisting in the negotiation of the larger transaction, Landlord agrees
to pay U.S. Equities Realty, LLC a commission in the amount of $355,287.00
payable as follows: $177,643.00 within 60 days of the execution of this
Amendment and the amendments of the other two leases, $40,456.00 on June 1,
2004, the Extended Term Commencement Date under the One Overlook Point lease and
$137,188.00 on May 1, 2006, the Extended Term Commencement Date under the Three
Overlook Point lease. Tenant represents that it has dealt only with Van
Vlissingen and Co. and U.S. Equities Realty, L,LC 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 herein.

     5.   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.

     6.   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

                                       -2-

<PAGE>

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.

     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/ CL Connolly III
                                              ----------------------------------
                                              Its: Authorized Representative
                                                   -----------------------------

                                          TOWER PARKWAY ASSOCIATES, L.L.C.

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

                                          By: /s/ CL Connolly III
                                              ----------------------------------
                                                          Partner

                                  TENANT:

                                  HEWITT ASSOCIATES LLC

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

                                       -3-