<PAGE>

                                                                   Exhibit 10.33

                               ONE OVERLOOK POINT

                          LINCOLNSHIRE CORPORATE CENTER



                                  OFFICE LEASE


                                     BETWEEN

                        AMERICAN NATIONAL BANK AND TRUST
                 COMPANY OF CHICAGO, ILLINOIS, as Trustee under
                     Trust Agreement dated December 5, 1986
                          known as, Trust No. 100792-00

                                    LANDLORD

                                       AND

                                HEWITT ASSOCIATES

                                     TENANT

                                       FOR

                                     SUITES

                         140, 260, 300, 400, 500 AND 600

                               DATED: May 15, 1989

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<S>                                                                          <C>
SCHEDULE OF SIGNIFICANT TERMS ..............................................   1
SUPPLEMENTAL PROVISIONS ....................................................   4
S.1. Identification ........................................................   4
S.2. Storage Space .........................................................   4
S.3. Recording .............................................................   4
S.4. Right to Approve Retail Leases ........................................   5
S.5. First Offer Space .....................................................   5
S.6. Option to Extend Lease ................................................   7
S.7. Prevailing Market Rental ..............................................   7
S.8. Lease Term Adjustment .................................................   8
1.   Base Rent .............................................................   1
2.   Additional Rent .......................................................   1
3.   Use of Premises .......................................................   8
4.   Prior Occupancy .......................................................  10
5.   Delivery of Possession ................................................  10
6.   Alterations ...........................................................  10
7.   Services ..............................................................  11
8.   Condition and Care of Premises ........................................  14
9.   Return of Premises ....................................................  16
10.  Holding Over ..........................................................  17
11.  Rules and Regulations .................................................  17
12.  Rights Reserved to Landlord ...........................................  17
13.  Assignment and Subletting .............................................  19
14.  Waiver of Certain Claims; Indemnity by ____________ ...................  22
15.  Damage or Destruction by Casualty .....................................  23
16.  Eminent Domain ........................................................  25
17.  Default; Landlord's Rights and Remedies ...............................  25
18.  Subordination .........................................................  29
19.  Mortgagee Protection ..................................................  30
20.  Subrogation and Insurance .............................................  30
21.  Nonwaiver .............................................................  32
22.  Estoppel Certificate ..................................................  32
23.  Tenant Authority to Execute Lease .....................................  32
24.  Real Estate Brokers ...................................................  32
25.  Notices ...............................................................  33
26.  Miscellaneous .........................................................  33
27.  Landlord's Authority and Quiet Enjoyment ..............................  34
28.  Landlord ..............................................................  35
29.  Title and Covenant Against Liens ......................................  35
30.  Parking ...............................................................  35
31.  Exculpatory Provisions ................................................  35
</TABLE>

                                       -i-

<PAGE>

                     LEASE with HEWITT ASSOCIATES ("Tenant")

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

     This Lease made as of the Date of Lease set forth in the following Schedule
(the "Schedule"), by and between AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, ILLINOIS, not personally, but as Trustee under Trust Agreement dated
December 5, 1986 and known as Trust No. 100792-00 ("Landlord") acting herein
through its agent Van Vlissingen and Co. 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:                          May 15, 1989
--------------                         --------------------------------------

<TABLE>
<CAPTION>
Base Rent (annual amount)                                     Base Rent                Monthly
---------
and Monthly Base Rent:                  Period             (Annual Amount)            Base Rent
---------------------                   ------             ---------------            ---------
<S>                                <C>                    <C>                       <C>
                                   6/1/89 - 6/30/89       $1,202,873.76             $100,239.48
                                   7/1/89 - 7/14/89       $1,688,459.58             $ 69,388.75
                                   7/15/89 - 7/31/89      $2,766,530.00             $128,852.08
                                   8/1/89 - 5/31/90       $2,766,530.00             $230,544.17
                                   6/1/90 - 5/31/91       $2,821,009.36             $235,084.11
                                   6/1/91 - 5/31/92       $2,876,578.31             $239,714.86
                                   6/1/92 - 5/31/93       $2,933,258.63             $244,438.22
                                   6/1/93 - 5/31/94       $2,991,072.57             $249,256.05
                                   6/1/94 - 5/31/95       $3,050,042.78             $254,170.23
                                   6/1/95 - 5/31/96       $3,110,192.39             $259,182.70
                                   6/1/96 - 5/31/97       $3,171,545.00             $264,295.42
                                   6/1/97 - 5/31/98       $3,234,124.66             $269,510.39
                                   6/1/98 - 5/31/99       $3,297,955.91             $274,829.66
                                   6/1/99 - 5/31/00       $3,363,063.79             $280,255.32
                                   6/1/00 - 5/3/01        $3,429,473.83             $280,255.32
                                   6/1/01 - 5/3/02        $3,497,212.07             $291,434.34
                                   6/1/02 - 5/3/03        $3,566,305.07             $297,192.09
                                   6/1/03 - 5/3/04        $3,636,779.93             $303,064.99
</TABLE>

Commencement Date:                 June 1, 1989, subject to the provisions of
                                   Section 5 of the Lease

Expiration Date:                   May 31, 2004, subject to the provisions of
                                   Section S.8 of the Lease, or such earlier
                                   date as this Lease is terminated as provided
                                   herein.

<PAGE>

Building:                            The improvements commonly known as One
                                     Overlook Point, Lincolnshire Corporate
                                     Center, Lincolnshire, Illinois. The
                                     Building is constructed on the Real
                                     Property legally described in Rider C
                                     attached hereto and incorporated herein by
                                     reference.

Premises:                            Those certain premises outlined on the
                                     floor plan attached hereto as Exhibit A, on
                                     the 1st through 6th floor(s) of the
                                     Building, known as Suites 140, 260, 300,
                                     400, 500 and 600.

Tenant's Proportionate Share:        80.36% based on Tenant's occupancy of
                                     170,248 square feet and a total rentable
                                     area of 211,863 square feet)

Base CPI Amount:                     $ -0

Expense Stop Amount:                 $ -0

Tax Stop Amount:                     $ -0

CPI Adjustment Dates:                N/A

Initial CPI Adjustment Date:         N/A

Additional CPI Adjustment            N/A
Date(s):

Security Deposit:                    $ None

Parking Spaces                       10 reserved interior spaces, 20 reserved
(Maximum):                           exterior spaces, and 582 unreserved
                                     exterior spaces.

Broker:                              Van Vlissingen and Co.

Tenant's Address for Notices:        Hewitt Associates
                                     100 Half Day Road
                                     Lincolnshire, IL 60015

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


Guarantor (if any):                  None

Attachments to Lease (check if applicable):

            Guaranty                    ____


            Workletter                   X
                                        ----

                                       -2-

<PAGE>

           Attachment(s) to Workletter    X
                                        -----

           Rider A:                       X    (Rules and Regulations)
                                        -----
           Rider B:                       X    (Cleaning Schedule)
                                        -----

                                      -3-

<PAGE>

                             SUPPLEMENTAL PROVISIONS

S.1. IDENTIFICATION.

     (a) Lobby Identification; Directory. Sufficient space shall be provided
under Tenant's name on the existing Building Directory for the names of all its
partners and managers, whose offices are located in the Building, which names
shall be listed alphabetically.

     (b) Standard Graphics. Tenant shall have the right to use its standard
graphics on the entrance to any of its full floor space and on the entrance to
any of its space on any multi-tenant floor in the Building. In the event Tenant
changes its standard graphics, Landlord reserves the right to approve any
graphics for entrances on Tenant's spaces which are located on multi-tenant
floors, such approval not to be unreasonably withheld or delayed.

     (c) Exterior Signs. Landlord grants to Tenant the right to display one (1)
ground mounted sign on the grounds, of the Building, indicating its occupancy in
the Building. The precise design 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.

     As long as Tenant occupies at least 150,000 square feet of rentable area in
the Building, Tenant shall have the right to approve or disapprove any requests
for exterior signage from any other tenant or other party which submits such
request to Landlord. All signage shall conform to the Declaration of Protective
Covenants of the Lincolnshire Corporate Center.

S.2. STORAGE SPACE.

     Tenant shall have the right at any time during the term of this Lease to
lease storage space in the basement of the Building, provided such space is
available in the Building at the time Tenant makes a written request to
Landlord. The annual base rent of the storage space lease shall be an amount
equal to the product of the number of square feet in such space and the
prevailing market rental (as defined in Section S.7(a) herein) for storage
space. Landlord shall not supply any services to the storage space.

S.3. 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.

                                      -4-

<PAGE>

S.4. RIGHT TO APPROVE RETAIL LEASES.

     Tenant shall have the right to approve any retail leases in the Building
other than on the ground floor and any government offices in the Building,
entered into after the date hereof, unless such governmental offices would not
unreasonably interfere with the operation of Tenant's business. Tenant further
agrees however, that it will not unreasonably withhold its consent to any such
retail lease.

S.5. FIRST OFFER SPACE.

     (a) Subject to the provisions of this Section 5.5, Landlord shall not lease
any portion of the Building ("First Offer Space") unless Landlord shall notify
Tenant in writing ("First Offer Notice") of (A) the rentable area and location
of such space proposed to be leased, (B) the prevailing market rental for such
space, and (C) the proposed commencement date (the "First Offer Space Occupancy
Date") for the lease of such space. Landlord agrees that the First Offer Space
Occupancy Date for any such space shall occur not earlier than ninety (90) days
after the end of Tenant's Refusal Period (as hereinafter defined) for such
space. Upon receipt of a First Offer Notice, Tenant may, within thirty (30)
consecutive days thereafter ("Refusal Period") by written notice given to
Landlord, elect to exercise its option to lease the space described in
Landlord's First Offer Notice. Tenant's notice shall also specify whether or not
Tenant agrees with Landlord's determination of the prevailing market rental for
such space and failure to so specify shall be deemed Tenant's acceptance of
Landlord's determination of the prevailing market rental. If Tenant does not
exercise its option to lease the space described in any First Offer Notice, then
Landlord shall be free to lease such space on any terms and conditions.

     (b) Tenant's rights under this Section S.5 are subject to the following
conditions:

         (i)    Tenant's rights to lease First Offer Space shall not apply to
     any leasing of space during the last three (3) years of the initial Term
     unless (A) Tenant has exercised or simultaneously exercises its right to
     extend the Lease pursuant to Section S.6 herein, or (B) if Tenant does not
     exercise its right to extend the initial Term pursuant to Section S.6,
     Tenant shall agree that the term of this Lease as to such First Offer Space
     shall be a period equal to the term contained in Landlord's First Offer
     Notice but in no event shall such term be greater than five (5) years;

          (ii)  Tenant's rights to lease First Offer Space shall not apply to
     any leasing of space during the last three (3) years of the first extension
     term unless (A) Tenant has exercised or simultaneously exercises its right
     to extend the Lease for the second extension term pursuant to Section S.6
     herein, or (B) if Tenant does not extend the term for the second extension
     term pursuant to Section S.6 herein, Tenant shall agree that the term of
     this Lease as to the First Offer Space shall be a period equal to the term
     contained in Landlord's First Offer Notice but in no event shall such term
     be greater than five (5) years;

          (iii) Tenant's rights to lease First Offer Space shall not apply to
     any leasing of space during the last three (3) years of a second extension
     term unless Tenant shall agree that the term of this Lease as to the First
     Offer Space shall be a period equal to the term

                                      -5-

<PAGE>

     contained in Landlord's First Offer Notice but in no event shall such term
     be greater than five (5) years;

          (iv)  Tenant's rights to lease First Offer Space shall not apply to
     any leasing of space to an existing tenant of the Building pursuant to an
     option to lease such space granted to said tenant either during a period in
     which Tenant did not have a right under this Section S.5 to lease such
     space or after Tenant failed to exercise its option under this Section S.5
     to lease such space;

          (v)   Tenant's rights to lease First Offer Space shall not apply after
     Tenant has subleased fifty percent (50%) or more of the Premises or
     assigned this Lease other than pursuant to transactions described in
     Section 13(d) not requiring Landlord's consent;

          (vi)  Tenant's rights to lease First Offer Space shall not apply if
     Tenant is then in Default under this Lease or this Lease or Tenant's
     possession of the Premises has been terminated.

     (c)  If Tenant has exercised an option pursuant to this Section S.5 to
lease First Offer Space, then, effective as of the First Offer Space Occupancy
Date and provided this Lease is then in full force and effect and Tenant is not
in Default, said First Offer Space shall be included in the Premises and shall
be subject to all of the terms, conditions, and provisions of this lease, except
as follows:

          (i)   the rentable area of the Premises shall be increased by the
     rentable area of the portion of the First Offer Space so leased;

          (ii)  the Tenant's Proportionate Share for such space shall be the
     percentage derived by dividing the rentable square feet of said First Offer
     Space so included in the Premises by the rentable area of the office space
     in the Building (to the extent that Tenant's Proportionate Share is a
     factor used in a component of Rent described in Section S.5(c)(iii));

          (iii) the Base Rent for the term of demise of such First Offer Space
     shall be equal to the prevailing market rental as determined by Landlord,
     multiplied by the rentable area of the First Offer Space so included in the
     Premises;

          (iv)  the term of the demise covering such portion of the First Offer
     Space shall commence on the First Offer Space Occupancy Date and shall
     expire concurrently with the Term of this Lease, unless Tenant desires to
     exercise its First Offer Space Option during the last three (3) years of
     the initial Term, first extension term, or second extension term, and
     Landlord and Tenant agree to extend the term of this Lease only as to such
     First Offer Space for a period equal to the term contained in Landlord's
     First Offer Notice but in no event shall such term be greater than five (5)
     years.

     (d)  Landlord shall not be required to make any improvements to the First
Offer Space. Such space is to be leased "as is".

                                      -6-

<PAGE>

     (e)  Landlord and Tenant shall enter into a written supplement to this
Lease confirming the terms, conditions, and provisions applicable to the First
Offer Space as determined in accordance with the provisions of this Section S.5.

S.6. OPTION TO EXTEND LEASE.

     Provided Tenant is not in material default of this Lease at the time such
options are exercised, Tenant shall have options to extend the term of this
Lease for two (2) additional five (5) year terms. Any additional term shall
commence on the day next following the prior term and shall end on the fifth
anniversary of the prior term's expiration date. Tenant shall give notice of its
intent to extend the Lease not later than one year prior to the expiration of
the initial term or one year prior to the previous extension term (if Tenant has
extended the Lease for the first (1st) additional five (5) year term).

     Base Rent for the first year of the first extension term shall be the
previous year's Base Rent plus two percent (2%). Base Rent for the 2nd, 3rd,
4th, and 5th year of the first extension term shall be the first year's Base
Rent, increased by two percent (2%) each year.

     Base Rent for the first year of the second extension term shall be the
greater of (i) the previous year's Base Rent plus two percent (2%) or (ii) the
prevailing market rental. Base Rent for the 2nd, 3rd, 4th and 5th year of the
second extension term shall be the first year's Base Rent (excluding the credit
discussed below) as determined above, increased by two percent (2%) each year.
Notwithstanding the foregoing, if the Base Rent for the first year of the second
extension term is the prevailing market rental, Tenant shall be given a credit
equal to ten percent (10%) of the Base Rent for such first year.

S.7. PREVAILING MARKET RENTAL.

     (a) For purposes of this Lease, the "prevailing market rental" shall be the
market rental actually obtained (i.e., payable) under negotiated leases for
space comparable in size, location and degree of improvements to be or included
in the space in question (to the extent that rental rates actually obtained in
the Building vary with size, location or degree of improvements) and for the
length of term comparable to the term of the lease in question. The prevailing
market rental shall be determined by taking into consideration (i) comparable
fact situations in the Building occurring during the past twelve (12) month
period or any more recent relevant period (including, without limitation, the
relevant terms of any other signed leases made within said period) and (ii) the
market rental for comparable space in first-class, non-institutional office
buildings in the north suburban Chicago area comparable in age and condition to
the Building. The prevailing market rental shall consist of (i) a rental rate
per rentable square foot net of Other Prevailing Market Rental Terms (as
hereinafter defined) ("Prevailing Net Market Rental Rate") and (ii) such other
items, if any, included in market rental terms including, for example, rent
concessions such as rental abatements, construction allowances, and other
concessions, periodic adjustments or additions to a fixed annual rent based on a
share of Building taxes and operating expenses (such as Tax Adjustment and
Expense Adjustment), periodic increases in rent to adjust for inflation and
other then prevailing rental related financial terms, conditions and components
of rent (herein called "Other Prevailing Market Rental Terms").

                                      -7-

<PAGE>

     (b) The "prevailing market rental" shall be determined by Landlord unless
objected to by Tenant within thirty (30) days, in which case it will be
determined by appraisal. If determined by appraisal, then the following
procedure shall be followed: Not later than ten (10) days ("Election Period")
after Tenant elects to have the prevailing market rental determined by
appraisal, each of the parties shall, within ten (10) days following the
expiration of the Election Period, appoint an appraiser and the two appraisers
shall, within ten (10) days following their appointment, jointly appoint a third
appraiser. All three appraisers so appointed shall determine, by way of the
average of all three prevailing market rental opinions, the prevailing market
rental of the Premises. Should either Landlord or Tenant fail to appoint an
appraiser within such ten (10) day period, then the one appraiser appointed
shall determine such market rental which shall constitute the Rent to be paid
for the Term as prevailing extended pursuant to Section S.6 and the following
paragraph shall be deemed inoperative. If neither party shall appoint an
appraiser within such ten (10) day period or if the one appraiser appointed
shall fail to determine such prevailing market rental within forty (40) days of
the expiration of the Election Period, either of such events shall constitute a
termination of Tenant's right to extend the term of this Lease pursuant to
Section S.6 herein.

     If the two appraisers shall be unable to agree upon a third appraiser
within said ten (10) day period, upon application of either party hereto and
written notice to the other party, the third appraiser shall be selected within
twenty (20) days of such application by the senior judge of the United States
District Court of the northern district of Illinois and exercising substantial
similar jurisdiction, which selection had been duly made by the parties entitled
to appoint such third appraiser, and the person so selected shall thereupon act
as the third appraiser. Any cost or expense of appointing the third appraiser by
said senior judge shall be borne equally by Landlord and Tenant.

     Upon the determination of the prevailing market rental by such appraiser(s)
as set forth in either of the two preceding paragraphs, the appraiser(s) shall
notify Landlord and Tenant of such prevailing market rental (such notice being
hereinafter referred to as the "Valuation Notification") and the average of the
values reported by each appraiser(s) shall constitute the Rent during the Term
as extended. The Valuation Notification shall be deemed given by the
appraiser(s) if given to Landlord and Tenant in accordance with Section 26 of
this Lease.

S.8. LEASE TERM ADJUSTMENT.

     Notwithstanding anything in this Lease to the contrary, in the event
Landlord receives a commitment to provide permanent financing at a rate less
than ten and a half percent (10.5%) or an appraisal of the Building totaling
less than $36,000,000.00 at the time Landlord obtains permanent financing for
the Building, the Term of this Lease shall be the lesser of (i) fifteen (15)
years and (ii) the greater of (A) the maximum term that will allow Tenant to
account for the Lease as an operating lease under Generally Accepted Accounting
Principles and (B) twelve (12) years.

                                      -8-

<PAGE>

                                   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
            for operating and cleaning tenant, common and public areas, for
            utilities, for the payment of salaries and fringe benefits for
            personnel of the grade of building manager and below, for removing
            snow, ice, and debris, and costs of property, liability, rent loss,
            and other insurance;

<PAGE>

                    (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;

                    (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 general 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 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 Declaration of Protective Covenants for
               Lincolnshire Corporate Center (Unit III) applicable to the
               Building.

                                      -2-

<PAGE>

               (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 e would be paid in the absence of such
          relationship; and any expenditures for which Landlord has been
          reimbursed (other than pursuant to rent adjustment, escalation, or
          additional rent provisions in leases).

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

          (iv) "Taxes" shall mean all real estate taxes, assessments (whether
     they be general or special), sewer rents, rates and charges, transit taxes,
     taxes based upon the receipt of rent, and any other federal, state or local
     governmental charge, general, special, ordinary or extraordinary (but not
     including income or franchise taxes (other than personal property
     replacement income taxes) or any other taxes imposed upon or measured by
     Landlord's income or profits, unless the same shall be imposed in lieu of
     the real estate taxes or other ad valorem taxes), which may now or
     hereafter be levied, imposed or assessed against the Building or the land
     on which the Building is located (the "Land"), or both. The Building and
     the Land are herein collectively called the "Real Property."

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

               (A) If at any time during the Term of this Lease the method of
          taxation then prevailing shall be altered so that any new tax,
          assessment, levy, imposition or charge or any part thereof shall be
          imposed upon

                                      -3-

<PAGE>

               Landlord in addition to, or in place or partly in place of any
               such Taxes, or contemplated increase therein, and shall be
               measured by or be based in whole or in part upon the Real
               Property or the rents or other income therefrom, then all such
               new taxes, assessments, levies, impositions or charges or part
               thereof, to the extent that they are so measured or based, shall
               be included in Taxes levied, imposed, or assessed against real
               property to the extent that such items would be payable if the
               Real Property were the only property of Landlord subject thereto
               and the income received by Landlord from the Real Property were
               the only income of Landlord.

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

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

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

               (vi-x) [Intentionally Omitted]

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

     (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:

                                      -4-

<PAGE>

          (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 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 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 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.

                                      -5-

<PAGE>

     (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, 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).

                                      -6-

<PAGE>

          (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 Buildings Tenant or Landlord, as the case may be,
     shall be entitled to recover its actual out-of-pocket costs and expenses
     incurred in pursuing such refund or reduction from any award of costs and
     fees made in such proceeding and from the refund of any tax previously paid
     during the tax year(s) 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; provided, however, that in the event other tenants
     of the Building join Tenant in such challenge, the expenses of such
     proceeding shall be shared proportionally by all such tenants joining in
     such challenge based upon the relative square footage of Rentable Area
     leased by such tenants, and any increase in taxes arising from increased
     valuation of the Building caused by such challenge shall likewise be shared
     proportionally among all such tenants joining in such challenge.

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

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

                                      -7-

<PAGE>

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 a proved for
     general office purposes and purposes incident thereto and (ii) a
     conditional Certificate of Occupancy or a Final Inspection Report r have
     been or will be issued by the appropriate authorities allowin 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 upon issuance, the
     final Certificate of Occupancy.

     (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

         (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.

                                      -8-

<PAGE>

     (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 ma 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 Tenant (but not for
use as a public restaurant or by other tenants of the Building), which (ii) the
operation of vending machines for the exclusive use of Tenant, its employees and
business guests provided that each vending machine, where necessary, shall have
a waterproof pan thereunder and be connected to a drain, and (iii) the
installation, maintenance and operation of electronic data processing equipment,
computer processing facilities and business machines, provided that such
equipment is contained within the Premises and does not cause vibrations, noise,
electrical interference or other disturbance to other tenants of the Building or
the elevators or other equipment in the Building. With respect to any use
permitted under this Section 3, any such use shall not violate any laws or
requirements of public authorities, constitute a public or private nuisance,
interfere with or cause physical discomfort to any of the other tenants or
occupants of the Building, interfere with the operation of the Building or the
maintenance of same as a first-class office building, or violate any of Tenant's
other obligations under this Lease.

     (e) Tenant hereby represents, warrants, and agrees that Tenant's business
is not and shall not be photographic, multilith, or multigraph reproductions or
offset printing. 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, (ii) for a retail banking, trust
company, depository, guarantee, or safe deposit business open to the general
public, (iii) as a savings bank, a savings and loan association, or as a loan
company open to the general public, (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, (v) as a stock broker's or dealer's
office or for the underwriting or sale of securities open to the general public,
(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 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 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. Nothing in this subsection (c) shall preclude Tenant from using
any part of the Premises for offset, photographic, multilith, or multigraph
reproductions in connection with, either directly or indirectly, its own
business or activities.

         (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

                                       -9-

<PAGE>

     the Premises for general office purposes and provided that such facility
     meets the standards of such zoning and health ordinances and regulations.

     4. Prior Occupancy. Landlord may authorize Tenant to take possession of all
or any part of the Premises prior to the beginning of the Term or substantial
completion of any work to be performed by Landlord. pursuant to the workletter,
if any, attached hereto. If Tenant does take possession pursuant to authority so
given, all of the covenants and conditions of this Lease shall apply to and
shall control such occupancy. If the Premises are occupied for a fractional
month, Rent shall be prorated on a per diem basis.

     5. Delivery of Possession.

     (a) Landlord shall not give possession of the Premises on the Commencement
Date set forth in the Schedule of Significant Terms and Landlord shall not be
subject to any liability for such failure to give possession. The failure to
give possession on the Commencement Date shall not 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. Notwithstanding the foregoing, if the
Premises are not substantially completed by November 1, 1989 subject to Tenant
delays and events of force majeure, Landlord shall be responsible for the
payment of fifty percent (50%) of Tenant's rental obligations at 111 Barclay
Boulevard for each day that the Premises are not substantial completed. As used
herein: (i) "substantially completed" shall mean the date Tenant receives
written notice from Landlord's architect certifying that Landlord's Work
pursuant to the attached Workletter, which does not include any work to be
performed by Tenant or Tenant's telecommunication system installation, is
finished; and (ii) "force majeure" shall mean acts of God; war, fire or casualty
not caused by the negligent or willful act of Landlord or its contractors or
their respective employees; shortage or unavailability of materials commonly
included as building standard materials; industry-wide labor strikes, slowdowns
or lockouts or any other act or cause beyond Landlord's reasonable control,
including but not limited to, the installment of Tenant's telecommunication
system.

     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 facilities in the Premises. Tenant
shall promptly pay to Landlord or to Tenant's contractors, as the case may be,
when due, the cost of all such work and of all decorating required by reason
thereof. Tenant will also pay to Landlord an amount equal to five percent (5%)
of all of the costs of such work to reimburse Landlord for its overhead and
construction management services allocable to such work and all out-of-pocket
costs incurred by Landlord in

                                      -10-

<PAGE>

reviewing plans and specifications for said alterations, improvements or
additions. Upon completion, Tenant shall deliver to Landlord, if payment is made
directly to contractors, evidence of payment, contractors' affidavits and full
and final waivers of all liens for labor, services or materials. Tenant shall
defend and hold Landlord and the holder of any legal or beneficial interest in
the land or Building harmless from all costs, damages, liens, and expenses
related to such work. All work done by Tenant or its contractors pursuant to
Sections 6 or 11 hereof shall be done in a first-class workmanlike manner using
only good grades of materials and shall comply with all insurance requirements
and ail 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, heat and ventilation when. necessary to
     provide a temperature con Mon 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 ord, 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 8. The
     Tenant shall not provide any janitor services or cleaning without the
     Landlord's written consent, and then only subject to supervision of
     Landlord and at Tenant's sole responsibility and cost (and without
     compensation to Tenant or reduction in Rent) and by a janitor or cleaning
     contractor or employees at all times satisfactory to Landlord;
     Notwithstanding the foregoing, in the event Tenant

                                      -11-

<PAGE>

     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 other
     tenants, daily from 8:00 a.m. to 8:00 p.m. (Saturdays from 8:00 a.m. to
     1:00 p.m.), Sundays and holidays excepted, and freight elevator service in
     common with Landlord and other tenants. Notwithstanding the foregoing, at
     least one passenger elevator shall be available to Tenant 24 hours per day,
     seven days per week, 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 NVAC 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 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

                                      -12-

<PAGE>

     ice consistent with the operation of a first-class office building in the
     North Suburban Chicago area.

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

          (viii) Natural gas shall not be furnished by Landlord, but if desired
     by Tenant, shall be furnished by an approved gas utility company serving
     the Building. Tenant acknowledges that as of the date of this Lease, the
     Building is not supplied with natural gas or designed to be capable of
     supplying tenants with natural gas. Tenant shall make all necessary
     arrangements with the utility company for bringing natural gas to the
     Building, metering 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. 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 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 with or disturb other tenants or occupants of the Building,
     Landlord may prohibit such installation by Tenant. Tenant covenants and
     agrees that at all times, its use of natural gas shall never exceed the
     capacity of the equipment and conduit installed in the Building to permit
     the use of natural gas.

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

                                      -13-

<PAGE>

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

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

     (e) Landlord, throughout the Term of this Lease, shall have free access
(with notice to Tenant during business hours if access is needed to conference
areas in the Premises except in the case of emergency) to any and all mechanical
installations, and Tenant agrees that there shall be no construction of
partitions or other obstructions which might interfere with the moving of or the
servicing of equipment of Landlord to or from the enclosures containing said
installations. Tenant further agrees that neither Tenant, nor its servants,
employees, agents, visitors, licensees, or contractors shall at any time tamper
with, adjust, or otherwise in any manner affect Landlord's mechanical
installations.

     (f) Tenant shall make arrangements directly with the telephone company
servicing the Building for such telephone service in the Premises as may be
desired by Tenant. If Tenant desires telegraphic, telephonic, burglar alarm,
computer installations or signal service (which service shall be installed and
maintained at Tenant's sole expense), Landlord shall, upon request, direct where
and how ail 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

                                      -14-

<PAGE>

with Landlord stating that the Premises were then in good order and satisfactory
condition, except for any so-called "punchlist" items detailed in said agreement
and latent defects attendant to Landlord's Work under any Workletter attached
hereto and made a part hereof, and upon completion of any punchlist items,
Tenant shall also execute a supplement to said agreement accepting completion of
the punchlist 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 existing 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, heating, air conditioning,
ventilating, plumbing, electrical and related systems, ail 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

                                      -15-

<PAGE>

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

9.   Return of Premises.

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

     (b) All installations, additions, partitions, hardware, light fixtures,
supplementary heat or air-conditioning units, non-trade fixtures and
improvements, temporary or permanent, except movable furniture, kitchen
equipment. UPS systems, local HVAC units, telephone system, 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.

                                      -16-

<PAGE>

          (c) Tenant shall remove Tenant's furniture, machinery, safes, trade
     fixtures, and other items of movable personal property of every kind and
     description from the Premises prior to the expiration of the Term or ten
     (10) days following termination of this Lease or Tenant's right of
     possession; whichever might tie 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 the amount of rent far 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, a 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(i) 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(1) 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 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. Landlord agrees to notify Tenant of any rules and regulations which have
been modified in negotiations with new tenants in the Building. Such negotiated
rules and regulations shall be subject to Tenant's reasonable approval. If
Tenant fails to notify Landlord of its approval or disapproval of such modified
rules and regulations within seven (7) days of receipt of Landlord's notice,
Tenant shall be deemed to approve such modifications. In addition. Landlord
agrees to enforce any rules and regulations upon demand from Tenant, and Tenant
shall reimburse any costs incurred by Landlord as a result of such enforcement.

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

                                      -17-

<PAGE>

     (a) To change the name or street address of the Building with reasonable
notice to Tenant.

     (b) To install and maintain signs on the interior of the Building, and
exterior of the Building except for corporate identity signs.

     (c) To prescribe the location and style of the suite number and
identification sign or lettering for any floor partially the 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, as long as it is not the same as or similar to Tenant's
business, which is a firm of consultants and actuaries specializing in design,
financing, communication and administration of employee benefits and
compensation programs, except with Tenant's prior written consent.
Notwithstanding the foregoing, Tenant shall have no right to object to any
business conducted by current tenants of the Building or current or future
subtenant of current tenants.

     (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) To 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 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.

                                      -18-

<PAGE>

     (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.

     (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.

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, for (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

                                      -19-

<PAGE>

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;

         (iii) The assignee or subtenant is not 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

                                      -20-

<PAGE>

               portions thereof, is consistent with the standards of Landlord
               for the Building and the use permitted hereunder;

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

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

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

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 lave, 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, 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.

               (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 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
               Call Monthly Base Rent and Additional Rent Progress Payments
               being paid by Tenant as of the

                                      -21-

<PAGE>

               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 Tenant, other than by
reason of death, shall be deemed to be a transfer of Tenant's interest under
this Lease for the purpose of Section 13. The term "control" as used in this
Section 13(g) means the power to directly or indirectly direct or cause the
direction of the management or policies of Tenant.

         14.   Waiver of Certain Claims; Indemnity by Tenant

               (a)    To the extent not expressly pros releases Landlord and its
         beneficiaries, and the employees, from and waives all claims for damage
         sustained by the Tenant or by any occupant Building, or by any other
         person, resulting dire fire or other casualty, cause, or any existing
         defect, matter, or thing in or about the Premise part of it, or from
         any equipment or appurtenant accident in or about the Building, or from
         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 or equipment, or flooding of
         basements, and to any damage to automobiles parked in the garage in the
         Building or outside the Building and shall apply without distinction as
         to the person whose act or neglect was responsible for the damage and
         whether the damage was due to any of the acts specifically enumerated
         above, or from any other thing or circumstance, whether of a like
         nature or of a wholly different nature. If any damage to the Premises
         or the building or any equipment or appurtenance therein, whether
         belonging to Landlord or to other tenants or occupants of the Building
         or otherwise, results from any negligent or wrongful acts of the
         Tenant, its employees, agents, or invitees, Tenant shall be liable
         therefor and Landlord may, at its option, repair such damage and Tenant
         shall upon demand by Landlord reimburse Landlord for all reasonable
         costs of such repairs and damages in excess of amounts, if any, paid to
         Landlord under insurance covering such damages. Except as otherwise
         provided herein, all personal property belonging to the Tenant or any
         occupant of the Premises that is in the Building or the Premises shall
         be there at the risk of the Tenant or other person only and Landlord
         shall not be liable for damage thereto or theft or misappropriation
         thereof. All vehicles parked in the Building's garage or in the parking
         lots shall be parked at the sole risk of the owner, and Landlord
         assumes no responsibility for any damage to or loss of vehicles.

               (b)    To the extent not expressly prohibited by law, Tenant
         agrees to hold Landlord and its beneficiaries, and their agents,
         servants, and employees, harmless and to

                                      -22-

<PAGE>

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 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 substantial) complete such repair
and restoration will be less than one hundred eighty (180) 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 exceed one hundred eighty 180, 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 n excess of two hundred seventy 270 days Tenant ma 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 ail 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

                                      -23-

<PAGE>

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 then building
standard improvements; (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 the remaining
proceeds, if any, available to Landlord are not sufficient to pay for such
repair or restoration; 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.

                                      -24-

<PAGE>

         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 sward 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.

         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, within five (5) days of receipt of written or telephonic
               notice of Landlord's failure to receive such sums, so long as any
               late charge or penalty shall accrue as of the due date;

                      (ii)   Failure by Tenant to pay, within five days of
               receipt of written or telephonic 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

                                      -25-

<PAGE>

          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;

               (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

                                      -26-

<PAGE>

          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 process of law, and Landlord may remove ail 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 Lease, such termination of possession shall not
     release Tenant, in whole or in part, from Tenant's obligation to pay the
     Rent hereunder when due for the full Term, and Landlord shall have the
     right to immediate recovery of all amounts then due hereunder. In addition,
     Landlord shall have the right, from time to time, to recover from the
     Tenant, and the Tenant shall remain liable for, all Rent and any other sums
     thereafter accruing as they become due under this Lease during the period
     from the date of such notice of termination of possession to the stated end
     of the Term. In any such case, the Landlord shall use reasonable efforts
     to, but shall be under no obligation to except to the extent required by
     law), relet the Premises or any part thereof for the account of the Tenant
     for such rent, for such time (which may be for a term extending beyond the
     Term of this Lease) and upon such terms as the Landlord in the Landlord's
     sole discretion shall determine, and the Landlord shall not be required to
     accept any tenant offered by the Tenant or to observe any instructions
     given by the Tenant relative to such resetting. 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

                                      -27-

<PAGE>

     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 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 State's 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.

                                      -28-

<PAGE>

          (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 attorney's 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 have heretofore and may hereafter sell and lease
     back the Land, or any part of the Real Property, and may have heretofore or
     may hereafter encumber the leasehold estate under such lease with a
     mortgage or trust deed (any such mortgage or trust deed is herein called a
     "Mortgage" and the holder of any such mortgage or the beneficiary under any
     such trust deed is herein called a "Mortgagee". Any such lease of the
     underlying land is herein called a "Ground Lease", and the lessor under any
     such lease is herein called a "Ground Lessor". Any Mortgage which is a
     first lien against the Building, the Land, the Real Property, the leasehold
     estate under a Ground Lease or any interest therein is herein tailed a
     "First Mortgage" and the holder or beneficiary of any First Mortgage is
     herein called a "First a 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 ail 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

                                      -29-

<PAGE>

     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 satisfactory covenant of non-disturbance of Tenant; and (b)
     this Lease may not be modified or a 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 required by a prospective
     mortgagee or ground lessor, Tenant agrees to execute such short form of
     lease or certificate and deliver the same to Landlord within ten (10) days
     following the request therefor.

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

     20.  [Intentionally Omitted]

     21.  Subrogation and Insurance.

          (a) Landlord and Tenant agree to have all physical damage or material
     damage insurance which may be carried by either of them, and Tenant agrees
     to have all business interruption insurance which it carries, endorsed to
     provide that any release from

                                      -30-

<PAGE>

     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 with such commercially reasonable increases in limits as Landlord may
     from time to time request, but initially Tenant shall maintain the
     following coverages in the following amounts:

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

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

                                      -31-

<PAGE>

     cost of insurance or such requirement for additional insurance coverage,
     Tenant shall reimburse Landlord for the cost thereof.

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

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

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

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

                                      -32-

<PAGE>

commission alleged to be due such broker or brokers or finders in connection
with its participating in the negotiation with Tenant of this Lease.

     26.  Notices. In every instance where it shall be necessary or desirable
for Landlord to serve any notice or demand upon Tenant, it shall be sufficient
to send a written or printed copy of such notice or demand by United States
registered or certified mail, postage prepaid, addressed to Tenant at the
address set forth in the Schedule and a copy thereof to: Hewitt Associates, 100
Half Day Road, Lincolnshire, Illinois 60015, 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, c/o Van Vlissingen and Co., One
Overlook Point, Suite 100, Lincolnshire Corporate Center, Lincolnshire, Illinois
60069. 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.

     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 ail 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.

                                      -33-

<PAGE>

          (e) The Schedule of Significant Terms, Supplemental Provisions,
     Clauses, plats, and riders, if any, endorsed an 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 percent (2%) over the corporate base
     rate of interest then in effect at the First National Bank of Chicago from
     the date of the expiration of the applicable required notice period until
     paid, unless a lesser rate shall then be the maximum rate permissible by
     law with respect thereto, in which event said lesser rate shall be charged.

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

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

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

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

                                      -34-

<PAGE>

person awfully 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, a whether created by act
of Tenant, operation of law, or otherwise, to attach to or be placed upon the
Real Property, Land, Building, or Premises, and any and all liens and
encumbrances created by Tenant shall attach only to Tenant's interest in the
Premises. If any such liens so attach and Tenant fails to pay and remove same
within fifteen (15) days, landlord, at its election, may pay and satisfy the
same and in such event the sums so paid by Landlord, with interest from the date
of payment at the rate set forth in Section 27(i) hereof for amounts owed
Landlord by Tenant. Such sums shall be deemed to be additional rent due and
payable by Tenant upon receipt of notice or demand.

     31. [Intentionally Omitted]

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

     33. [Intentionally Omitted]

     34. Exculpatory Provisions. Landlord covenants and agrees that no
partner-of Tenant shall have any personal liability for payment of any sums due
hereunder, including but not limited to or for observance or performance of any
of the covenants and agreements contained in this Lease and that the landlord
will not seek or resort to the personal assets of the partners for payment or
performance of any of such, all with the same force and effect as though

                                      -35-

<PAGE>

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,
Illinois, individually or personally, but only as trustee under the provisions
of a Trust Agreement dated December 5; 1986; and known as its Trust No.
100792-00 or against any of the beneficiaries under the said Trust No. 100792-00
or any beneficiaries under any land trust which may become the owner of the Land
or Building, on account of this Lease or on account of any representation,
warranty, covenant, undertaking, or agreement of Landlord in this lease
contained, either express or implied, all such personal liability, if any, being
expressly waived and released by Tenant and by ail 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 far any action or proceedings that
may be taken by Landlord against Tenant.

                                      -36-

<PAGE>

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

                                          LANDLORD:

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

                                          By: Van Vlissingen and Co, its duly
                                          authorized agent
ATTEST:
/s/ Charles R. Lamphire                   By: /s/ Rachel G. Lamphire
-----------------------------------           ----------------------------------

                                          TENANT:

                                          HEWITT ASSOCIATES
                                          -----------------

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

                                      -37-

<PAGE>

                            FIRST AMENDMENT TO LEASE

     THIS AGREEMENT made as of the 31st day of July, 1989, between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, ILLINOIS, as Trustee under Trust
Agreement dated May 1, 1989 known as Trust No. 108178-07 ("Landlord") and HEWITT
ASSOCIATES ("Tenant").

                                   WITNESSETH

     WHEREAS, American National Bank and Trust Company of Chicago, Illinois, as
Trustee under Trust Agreement dated December 5, 1986 known as Trust No.
100792-00 ("Trust 100792-00") and Tenant entered into a written lease dated May
15, 1989 ("Lease") under which Lease Trust 100792-00 demised to Tenant Suites
140, 260, 300, 400, 500 and 600 ("Premises") in the building known as One
Overlook Point, Lincolnshire. Illinois ("Building"); and

     WHEREAS, subsequent to the execution of the Lease, Landlord acquired title
to the Premises and succeeded to Trust 100792-00's interest in the Lease; and

     WHEREAS, Landlord and Tenant desire to amend the Lease in the manner
hereinafter provided.

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

     1. The Base Rent (Annual Amount) set forth on page 1 of the Schedule of
Significant Terms for the period 7/1/89 - 7/14/89 is hereinafter amended to read
$1,809,063.84 and the sum of $1,688,459.58 is deleted.

     2. Except as amended by this First Amendment to Lease, all the terms,
covenants and conditions of the Lease, and all the rights and obligations of
Landlord thereunder, shall remain in full force and effect during the term of
the Lease and any extension thereof and are not otherwise altered, amended,
revised or changed.

     3. 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 Amendment 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 a 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

<PAGE>

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 a 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,
Illinois, individually or personally, but only as trustee under the provisions
of a Trust Agreement dated May 1, 1989, and known as its Trust No. 108178-07 or
against any of the beneficiaries under the said Trust No. 108178-07 or any
beneficiaries under any land trust which may become the owner of the Land or
Building, on account of this Amendment or on account of any representation,
warranty, covenant, undertaking, or agreement of Landlord in this Amendment
contained, either express or implied, all such personal liability, if any, being
expressly waived and released by Tenant and by all persons claiming by, through,
or under Tenant: and that this Amendment is executed and delivered by the
undersigned Landlord not in its own right, but solely in the exercise of the
powers conferred upon it as such Trustee. 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 Amendment or for any action or proceedings
that may be taken by Landlord against Tenant.

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

                                    LANDLORD:

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

                                    By: Van Vlissingen and Co, its duly
                                        authorized agent

ATTEST:
/s/ Rachel Lamphire                 By: /s/ Charles R. Lamphire
---------------------------------      -----------------------------------------

                                    Executive Vice President


                                    TENANT:

                                    HEWITT ASSOCIATES

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

                                      -2-

<PAGE>

                            SECOND AMENDMENT TO LEASE

     THIS AMENDMENT, made as of the 1/st/ day June, 1994, between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not personally but solely as Trustee
under Trust Agreement dated May 1, 1989, and known as Trust No. 108178-07
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                              W I T N E S S E T H:

     WHEREAS, Landlord and Tenant are parties to a written lease dated May 15,
1989 as amended by First Amendment to Lease dated as of July 31, 1989 (as
amended, the "Lease"), which Lease was assigned to Tenant by Hewitt Associates
on January 3, 1994, under which Lease Landlord demised to Tenant Suites 140,
260, 300, 400, 500 and 600 ("Premises") in the building located at one Overlook
Point, Lincolnshire Corporate Center, Illinois ("Building"); and

     WHEREAS, Landlord and Tenant desire to add additional space to the Premises
and to amend the Lease in certain respects as hereinafter provided.

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

     1. DEFINED TERMS. The following terms shall have the respective meanings
set forth below:

Additional Premises Base Rent
(annual amount)                   10/01/94 - 05/31/95    $249,782.60
                                  06/01/95 - 05/31/96     254,778.25
                                  06/01/96 - 05/31/97     259,873.82
                                  06/01/97 - 05/31/98     265,071.29
                                  06/01/98 - 05/31/99     270,372.72
                                  06/01/99 - 05/31/00     275,780.17
                                  06/01/00 - 05/31/01     281,295.78
                                  06/01/01 - 05/31/02     286,921.69
                                  06/01/02 - 05/31/03     292,660.13
                                  06/01/03 - 05/31/04     298,513.33
Additional Premises
Monthly Base Rent:                10/01/94 - 05/31/95    $ 20,815.22
                                  06/01/95 - 05/31/96      21,231.52
                                  06/01/96 - 05/31/97      21,656.15
                                  06/01/97 - 05/31/98      22,089.27
                                  06/01/98 - 05/31/99      22,531.06
                                  06/01/99 - 05/31/00      22,981.68
                                  06/01/00 - 05/31/01      23,441.31
                                  06/01/01 - 05/31/02      23,910.14
                                  06/01/02 - 05/31/03.     24,388.34
                                  06/01/03 - 05/31/04      24,876.11

<PAGE>

Additional Premises               October 1, 1994
Commencement Date:

Tenant's Additional Premises      7.85%
Premises Proportionate Share:

Additional Premises:              Those certain premises outlined on the floor
                                  plan attached to this Amendment as Exhibit A-1
                                  on the 2nd floor of the Building and known as
                                  Suite 290, containing approximately 16,630
                                  rentable square feet.

Additional Premises Broker:       Van Vlissingen and Co.


     All other capitalized terms used herein shall have the same meanings as in
the Lease unless otherwise defined herein.

     2. ADDITIONAL PREMISES. Effective as of the Additional Premises
Commencement Date and for a lease term expiring concurrently with the initial
Term the Premises shall include the Additional Premises.

     3. BASE RENT. Tenant shall pay annual Base Rent to Landlord for the
Additional Premises in the amount equal to the Additional Premises Base Rent,
payable in monthly installments in the amount equal to the Additional Premises
Monthly Base Rent, in advance on the Additional Premises Commencement Date 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 Additional Premises Commencement
Date is not the first day of a calendar month. The Additional Premises Base Rent
shall be payable in the manner set forth in Section 1 of the Lease in addition
to the Base Rent payable for the remainder of the Premises. All references in
the Lease to Base Rent shall be deemed to include the Additional Premises Base
Rent.

     4. ADDITIONAL RENT.

        (a) Tenant shall pay Additional Rent for the Additional Premises in
     accordance with Section 2 of the Lease and this Section 4. Additional Rent
     shall be calculated separately for the Additional Premises apart from the
     remainder of the Premises for the Adjustment Year in which the Additional
     Premises Commencement Date occurs based on the Additional Premises Tenant's
     Proportionate Share. Additional Rent for the Additional Premises shall
     commence effective as of the earlier of the Additional Premises
     Commencement Date or the date of occupancy by Tenant of the Additional
     Premises, and shall be prorated for such year based on the number of days
     in such Adjustment Year from and after such date.

        (b) For each Adjustment Year following the Adjustment Year in which the
     Additional Premises Commencement Date occurs, Tenant shall pay Additional
     Rent for the Additional Premises together with Additional Rent for the
     remainder of the Premises. For purposes of calculating Additional Rent for
     both the Additional Premises and the remainder of the Premises, all
     references in the Lease to Tenant's Proportionate Share shall be deemed to
     include the Additional Premises Tenants Proportionate Share.

                                      -2-

<PAGE>

     5.  PARKING. Subject to the terms of Section 32 of the Lease, Landlord
shall reserve for Tenant's use an additional four (4) reserved indoor parking.

     6.  LEASE INDUCEMENT ALLOWANCE. Landlord shall provide Tenant with an
allowance in the amount of $125,317 ("Lease Inducement Allowance") which shall
be payable upon full execution of this Amendment by the parties.

     7.  PRIOR OCCUPANCY. Landlord may authorize Tenant to take possession of
all or any part of the Additional Premises prior to the Additional Premises
Commencement Date. If Tenant does take possession pursuant to authority so
given, all of the covenants and conditions of the Lease shall apply to and shall
control such occupancy, except for the obligation to pay the Additional Premises
Base Rent. Additional Rent for such occupancy shall be paid upon occupancy and
on the first of each calendar month thereafter, as determined in accordance with
Paragraph 4 above. If the Additional Premises are occupied for a fractional
month, the Additional Rent applicable to the Additional Premises shall be
prorated on a per diem basis.

     8.  DELIVERY OF POSSESSION. Landlord shall give possession of the
Additional Premises on the Additional Premises Commencement Date.

     9.  CONDITION OF ADDITIONAL PREMISES. Tenant's taking possession of the
Additional Premises shall be conclusive evidence against Tenant that the
Additional Premises were then in good order and satisfactory condition. No
promises of Landlord to alter, remodel, improve, repair, decorate, or clean the
Additional Premises or any part thereof have been made, and no representation
respecting the condition of the Additional Premises, the Building, or the Land,
has been made to Tenant by or on behalf of Landlord. Tenant is leasing the
Additional Premises in its "as is" condition.

     10. REAL ESTATE BROKERS. Tenant represents that it has dealt with, and only
with the Additional Premises Brokers 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.

     11. 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.

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

     13. TERMINATION RIGHT. Tenant shall have the option to terminate this Lease
with respect to the Additional Premises only, effective September 30, 1999
("Effective Date") by

                                      -3-

<PAGE>

delivery of written notice of such election to Landlord at least one (1) year a
prior to the Effective Date, time being of the essence, and payment of a
cancellation fee simultaneously with Tenant's cancellation notice equal to the
unamortized sum as of the Effective Date of the $125,317 Lease Inducement
Allowance. The foregoing amount shall be amortized on a straight line basis over
that portion of initial, term of the Lease applicable to the Additional Premises
with interest at eight percent (8%) per annum,

     14. DOORS. Tenant shall be allowed to utilize the non building standard
doors which have been removed from the building located at Three Overlook Point,
Lincolnshire, Illinois, in the Additional Premises, without Landlord's charge or
mark-up. These doors may be stored at the Additional Premises.

                                      -4-

<PAGE>

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

This instrument is executed by the undersigned Land Trustee, not personally but
solely as Trustee in the exercise of the power and authority conferred upon and
vested in it as such Trustee. It is expressly understood and agreed that all the
warranties, indemnities, representations, covenants, undertakings and agreements
herein made on the part of the Trustee are undertaken by it solely in its
capacity as Trustee and not personally. No personal liability or personal
responsibility is assumed by or shall at any time be asserted or enforceable
against the Trustee on account of any warranty, indemnity, representation,
covenant, undertaking or agreement of the Trustee in this instrument.


                                        LANDLORD:

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

                                        By: /s/ M.D. Mann
                                            ------------------------------------
                                            Its: 2/nd/ V.P
                                                --------------------------------

                                        TENANT:

                                        HEWITT ASSOCIATES LLC

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

                                      -5-

<PAGE>

                            THIRD AMENDMENT TO LEASE

     THIS AMENDMENT, made as of the 1st day of July, 1995, between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not personally but solely as Trustee
under Trust Agreement dated stay May 1, 1989 and known as Trust No. 108178-07
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                              W I T N E S S E T H :

     WHEREAS, Landlord sad Tenant are parties to a written lease dated May 15,
1989 as amended by First Amendment dated as of July 31, 1989 and Second
Amendment dated June 1, 1994 (as amended, the "Lease"), which Lease was assigned
to Tenant by Hewitt Associates an January 3, 1994, under which Lease Landlord
demised to Tenant Suites 140, 260, 290, 300, 400, 500 and 600 ("Premises") in
the building located at One Overlook Point, Lincolnshire Corporate Center,
Illinois ("Building"); and

     WHEREAS, Landlord and Tenant desire to add additional apace to the Premises
and to amend the Lease in certain respects as hereinafter provided.

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

     1. DEFINED TERMS. The following terms shall. have the respective meanings
set forth below:

Additional Premises Base Rent
(annual amount)                   07/01/96 - 12/31/96     $67,824.90

Additional Premises
Monthly Base Rent:                07/01/96 - 12/31/96     $5,652.08

Additional Premises
Commencement Date:                July 1, 1996

Tenant's Additional Premises
Premises Proportionate Share:     2.02%

Additional Premises:              Those certain premises outlined on the floor
                                  plan attached to this Amendment as Exhibit A-1
                                  on the lot floor of the Building and known as
                                  Suite 190, containing approximately 4,290
                                  rentable square feet.

Additional Premises Broker:       Van Vlissingen and Co.

     All other capitalized terms used herein shall have the same meanings as in
the Lease unless otherwise defined herein.

<PAGE>

     2. ADDITIONAL PREMISES. Effective as of the Additional Premises
Commencement Date and for a lease term expiring December 31, 1996, the Premises
shall include the Additional Premises.

     3. BASE RENT. Tenant shall pay annual Base Rent to Landlord for the
Additional Premises in the amount equal to the Additional Premises Base Rent,
payable in monthly installments in the amount equal to the Additional Premises
Monthly Base Rent, in advance on the Additional Premises Commencement Date 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 Additional Premises Commencement
Date is not the first day of a calendar month. The Additional Premises Ease Rent
shall be payable in the manner set forth in Section 1 of the Lease in addition
to the Base Rent payable for the remainder of the Premises. All references in
the Lease to Base Rent shall be deemed to include the Additional Premises Base
Rent.

     4. ADDITIONAL RENT.

        (a) Tenant shall pay Additional Rent for the Additional Premises in
     accordance with Section 2 of the Lease and this Section 4. Additional Rent
     shall be calculated separately for the Additional Premises apart from the
     remainder of the Premises for the Adjustment Year in which the Additional
     Premises Commencement Date occurs based on the Additional Premises Tenant's
     Proportionate Share. Additional Rent for the Additional Premises shall
     commence effective as of the earlier of the Additional Premises
     Commencement Date or the date of occupancy by Tenant of the Additional
     Premises, and shall be prorated for such year based on the number of days
     in such Adjustment Year from and after such date.

        (b) For each Adjustment Year following the Adjustment Year in which the
     Additional Premises Commencement Date occurs, Tenant shall pay Additional
     Rent for the Additional Premises together with Additional Rent for the
     remainder of the Premises. For purposes of calculating Additional Rent for
     both the Additional Premises and the remainder of the Premises, all
     references in the Lease to Tenant's Proportionate Share shall be deemed to
     include the Additional Premises Tenant's Proportionate Share.

     5. PARKING. Subject to the terms of Section 32 of the Lease, as of the
Additional Premises Commencement Date, Tenant shall be allocated an additional
15 unreserved exterior parking spaces.

     6. DELIVERY OF POSSESSION. Landlord shall give possession of the Additional
Premises on the Additional Premises Commencement Date.

     7. CONDITION OF ADDITIONAL PREMISES. Tenant's taking possession of the
Additional Premises shall be conclusive evidence against Tenant that the
Additional Premises were then in good order and satisfactory condition. No
promises of Landlord to alter, remodel, improve, repair, decorate, or clean the
Additional Premises or any part thereof have been made, and no representation
respecting the condition of the Additional Premises, the Building, or the Land,
has been made to Tenant by or on behalf of Landlord. Tenant is leasing the
Additional Premises in its "as is" condition.

                                      -2-

<PAGE>

     8.  REAL ESTATE BROKERS. Tenant represents that it has dealt with, and only
with the Additional Premises Brokers 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.

     9.  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
farce and effect, and are not otherwise altered, amended, revised or changed.

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

     11. TERMINATION RIGHT. Tenant shall have the right to terminate the Lease
with respect to the Additional Premises only without penalty or charge in the
event that the building to be located at Two Overlook Point in Lincolnshire,
Illinois is completed and Tenant enters into a lease therefor with the owner
thereof which commences prior to the termination date of the Lease with respect
to the Additional Premises, effective upon the commencement date of Tenant's
lease with the owner of Two Overlook Point. On such termination, Tenant's
obligation to pay Base Rent and Additional Rent for periods subsequent to
termination, as specified herein shall terminate.

                                      -3-

<PAGE>

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

This instrument is executed by the undersigned Land Trustee, not personally but
solely as Trustee in the exercise of the power and authority conferred upon and
vested in it as such Trustee. It is expressly understood and agreed that all the
warranties, indemnities, representations, covenants, undertakings and agreements
herein made on the part of the Trustee are undertaken by it solely in its
capacity as Trustee and not personally. No personal liability or personal
responsibility is assumed by or shall at any time be asserted or enforceable
against the Trustee on account of any warranty, indemnity, representation,
covenant, undertaking or agreement of the Trustee in this instrument.

                                        LANDLORD:

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

                                        By:   /s/ M.D. Mann
                                              ----------------------------------
                                              Its: 2/nd/ Vice President
                                                   -----------------------------

                                        TENANT:

                                        HEWITT ASSOCIATES LLC

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

                                      -4-


<PAGE>

                            FOURTH AMENDMENT TO LEASE

     THIS AMENDMENT, made as of the 24/th/ day of July, 1997 and effective as of
the 31/st/ day of December, 1996, between AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, not personally but solely as Trustee under Trust Agreement
dated MAY 1, 1989, and known apt Trust No. 108178-07 ("Landlord") and HEWITT
ASSOCIATES LLC ("Tenant").

                              W I T N E S S E T H:

     WHEREAS, Landlord and Tenant are parties to a written lease dated May 15,
1989 as amended by First Amendment to Lease dated as of July 31, 1989 and Second
Amendment to Lease dated June 1, 1994 and Third Amendment to Lease dated July 1,
1995 (as amended, the ("Lease"), under which Lease Landlord demised to Tenant
Suites 240, 190, 260, 290, 300, 400, 500 and 600 (Premises") in the building
located at One Overlook Point, Lincolnshire Corporate Center, Illinois
("Building"); and

     WHEREAS, the partial hereto desire to extend the term of the Lease with
respect to Suite 190 and to amend the Lease in certain other respects.

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

     1. Extended Term. The term of the Lease with respect to Suite 190 is hereby
extended from December 31, 1996 to July 31, 2000, on the same terms and
conditions as met forth in the Lease, except as modified herein and unless
sooner terminated pursuant to the terms of the Lease.

     2. Rent: *As of August 1, 1997, the Base Rent payable with respect to Suite
190 under the Lease shall be as follows:

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

      08/01/97 - 07/31/98          $67,824.90                 $5,652.08
      08/01/98 - 07/31/99          $69,181.40                 $5,765.12
      08/01/99 - 07/31/00          $70,565.03                 $5,880.42

     3. Termination Right. The termination right granted in Paragraph 11 of the
Third Amendment to Lease is deleted in its entirety, effective December 31,
1996.

     4. Real Estate Brokers. Tenant represents that it has dealt with, and only
with Van Vlissingen and Co., 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

___________________


* The Base Rent for Suite 190 for the period of January 1, 1997 through July 31,
1997 (in the amount of $5,652.08 per month) has been paid in full.

<PAGE>

of any other broker or brokers or finders in connection with its participating
with Tenant in the negotiating of this Amendment.

     5. Lease in Full Force and Effect. Except for the provisions of this
Amendment, all the terms, covenants and conditions of the Leads 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. Estoppel. Tenant hereby acknowledges that as of the date hereof, Tenant
has no claims arising under the Lease against Landlord or its agents, or any one
or more of the foregoing, and that Tenant knows of no default or failure on the
part of Landlord to keep or perform any covenant, condition or undertaking to be
kept or performed by Landlord under the Lease. Tenant hereby releases Landlord
from any liability arising under the Lease prior to the date hereof.

     7. Exculpatory Provisions. It is expressly understood and agreed by and
between the partied 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 American
National Bank and Trust Company of Chicago, as Trustee of Trust No. 108178-07
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 say 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 Truest Company, of Chicago, an Trustee under Trust No.
108178-01 or any beneficiaries under any land trust which may become the owner
of the Building, an account of this Amendment or on account of any
representation, warranty, covenant, undertaking or agreement of Landlord in this
Amendment contained, either express or implied, all such personal liability, if
any, being expressly waived and released by Tenant and by all persona 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.

                                      -2-

<PAGE>

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

                                             LANDLORD:

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

                                             By: /s/ J. Smith
                                                 -------------------------------
                                                 Its:  Trust Officer
                                                     ---------------------------

                                             TENANT:

                                             HEWITT ASSOCIATES LLC

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

                                      -3-

<PAGE>

                            FIFTH AMENDMENT TO LEASE

     THIS AMENDMENT, made as of the 13th day of March , 1998, between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not personally but solely as Trustee
under Trust Agreement dated May 1, 1989, and known as Trust No. 108178-07
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                              W I T N E S S E T H:

     WHEREAS, Landlord and Tenant are parties to a written lease dated May 15,
1989 as amended by First Amendment to Lease dated as of July 31, 1989 and Second
Amendment to Lease dated June 1, 1994 and Third Amendment to Lease dated July 1,
1995 and Fourth Amendment to Lease dated July 24, 1997 (as amended, the
"Lease"), under which Lease Landlord demised to Tenant Suites 140, 190, 260,
290, 300, 400, 500 and 600 (Premises") in the building located at One Overlook
Point, Lincolnshire Corporate Center, Illinois ("Building"); and

     WHEREAS, the parties hereto desire to expand the Tease to add Suite 130 to
the Premises and to amend the Lease in certain other respects.

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

     1. Addition of Suite 130. The Leases is hereby amended by adding to the
Premises Suite 130 containing approximately 3,824 square feet ("Suite 130") for
a term beginning April 1, 1998 (the "Effective Date") and ending March 31, 2001.
Suite 130 shall be leased to Tenant during the aforesaid term in its current
condition, "as is" and on such other terms and conditions provided in the Lease
as modified by this Amendment. Upon taking possession of Suite 130, Tenant shall
deliver to Landlord an estoppel certificate reasonably satisfactory to Landlord
and Tenant. Landlord is unable to give possession of Suite 130 to Tenant on
April 1, 1998, Landlord shall not be subject to any liability for failure to
give possession, but the rent to be paid for Suite 130 shall not commence until
the date on which possession is delivered to Tenant.

     2. Rent. As of April 1, 1998, the Base Rent payable with respect to Suite
130 under the Lease shall be as follows:

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

        04/01/98 - 03/31/99          $61,184.00             $5,098.67
        04/01/99 - 03/31/00          $62,407.68             $5,200.64
        04/01/00 - 03/31/01          $63,655.83             $5,304.65

     3. Tenant's Proportionate Share. Commencing on the Effective Date, the
Tenant's Proportionate Share with respect to Suite 130 shall be 1.81%.

     4. Parking Spaces. Commencing on the Effective Date, the Maximum
(unreserved) Exterior Parking Spaces with respect to Suite 130 shall be 13.

<PAGE>

     5. Real Estate Brokers. Tenant represents that it has dealt with, and only
with Van Vlissingen and Co., 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.

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

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

     8. Exculpatory Provisions. It is expressly understood and agreed by and
between the parties hereto, anything herein to the contrary notwithstanding,
that each and all of the representations, warranties, covenants, undertakings
and agreements herein made on the part of any Landlord while in form purporting
to be the representations, warranties, covenants, undertakings, and agreements
of such Landlord are nevertheless each and every one of them made and intended,
not as personal representations, warranties, covenants, undertakings, and
agreements by such Landlord or for the purpose or with the intention of binding
such Landlord personally, but are made and intended for the purpose only of
subjecting such Landlord's interest in the Building, the Land and the Premises
to the terms of this Amendment and for no other purpose whatsoever, and in case
of default hereunder by any Landlord (or default through, under, or by any of
its agents or representatives), the Tenant shall look solely to the interests of
such Landlord in the Building and Land; that neither Landlord nor American
National Bank and Trust Company of Chicago, as Trustee of Trust No. 108178-07
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, as Trustee under Trust No. 108178-07
or any beneficiaries under any land trust which may become the owner of the
Building, on account of this Amendment or on account of any representation,
warranty, covenant, undertaking or agreement of Landlord in this Amendment
contained, either express or implied, all such personal liability, if any, being
expressly waived and released by Tenant and by all persons claiming by, through,
or under Tenant; and that this Amendment is executed and delivered by the
undersigned Landlord not in its own right, but solely in the exercise of the
powers conferred upon it as such Trustee.

                                      -2-

<PAGE>

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

                                                   LANDLORD:

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

                                                   By: /s/ J. Smith
                                                       -------------------------
                                                       Its: Trust Officer
                                                            --------------------

                                                   TENANT:

                                                   HEWITT ASSOCIATES LLC

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

                                      -3-

<PAGE>

                            SIXTH AMENDMENT TO LEASE

     THIS AMENDMENT, made as of the 31st day of August, 1998, between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not personally but solely as Trustee
under Trust Agreement dated May 1, 1989, and known as Trust No. 108178-07
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                              W I T N E S S E T H:

     WHEREAS, Landlord and Tenant are parties to a written lease dated May 15,
1989 as amended by First Amendment to Lease dated as of July 31, 1989 and Second
Amendment to Lease dated June 1, 1994 and Third Amendment to Lease dated July 1,
1995, Fourth Amendment to Lease dated July 24, 1997 and Fifth Amendment to Lease
dated March 13, 1998 (as amended, the "Lease"), under which Lease Landlord
demised to Tenant Suites 140, 190, 260, 290, 300, 400, 500 and 600 (Premises")
in the building located at One Overlook Point, Lincolnshire Corporate Center,
Illinois ("Building"); and

     WHEREAS, the parties hereto desire to expand the Lease to add Suite 120 to
the Premises and to amend the Lease in certain other respects.

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

     1. Addition of Suite 120. The Lease is hereby amended by adding to the
Premises Suite 120 containing approximately 1,740 square feet ("Suite 120") for
a term beginning November 1, 1998 (the "Effective Date") and ending October 31,
2001. Suite 120 shall be leased to Tenant during the aforesaid term in its
current condition, "as is" and on such other terms and conditions provided in
the Lease as modified by this Amendment. Upon taking possession of Suite 120,
Tenant shall deliver to Landlord an estoppel certificate reasonably satisfactory
to Landlord and Tenant. If Landlord is and Tenant unable to give possession of
Suite 120 to Tenant on November 1, 1998, Landlord shall not be subject to any
liability for failure to give possession, but the rent to be paid for Suite 120
shall not commence until the date on which possession is delivered to Tenant.

     2. Rent. As of November 1, 1998, the Base Rent payable with respect to
Suite 120 under the Lease shall be as follows:

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

        11/01/98 - 10/31/99          $27,840.00            $2,320.00
        11/01/99 - 10/31/00          $28,396.80            $2,366.40
        11/01/00 - 10/31/01          $28,964.74            $2,413.73

     3. Tenants Proportionate Share. Commencing on the Effective Date, the
Tenant's Proportionate Share with respect to Suite 120 shall be .82%.

<PAGE>

     4. Parking Spaces. Commencing on the Effective Date, the Maximum
(unreserved) Exterior Parking Spaces with respect to Suite 120 shall be 6 .

     5. Real Estate Brokers. Tenant represents that it has dealt with, and only
with Van Vlissingen and Co., 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.

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

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

     8. Exculpatory Provisions. It is expressly understood and agreed by and
between the parties hereto, anything herein to the contrary notwithstanding,
that each and all of the representations, warranties, covenants, undertakings
and agreements herein made on the part of any Landlord while in form purporting
to be the representations, warranties, covenants, undertakings, and agreements
of such Landlord are nevertheless each and every one of them made and intended,
not as personal representations, warranties, covenants, undertakings, and
agreements by such Landlord or for the purpose or with the intention of binding
such Landlord personally, but are made and intended for the purpose only of
subjecting such Landlord's interest in the Building, the Land and the Premises
to the terms of this Amendment and for no other purpose whatsoever, and in case
of default hereunder by any Landlord (or default through, under, or by any of
its agents or representatives), the Tenant shall look solely to the interests of
such Landlord in the Building and Land; that neither Landlord nor American
National Bank and Trust Company of Chicago, as Trustee of Trust No. 108178-07
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 Hank and Trust Company of Chicago, as Trustee under Truest No.
108178-07 or any beneficiaries under any land trust which may become the owner
of the Building, on account of this Amendment or on account of any
representation, warranty, covenant, undertaking or agreement of Landlord in this
Amendment contained, either express or implied, all such personal liability, if
any, being expressly waived and released by Tenant and by all persons claiming
by, through, or under Tenant; and that this Amendment is executed and

                                      -2-

<PAGE>

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:

                                                AMERICAN NATIONAL BANK AND
                                                TRUST COMPANY OF CHICAGO, not
                                                personally but as Trustee
                                                aforesaid
                                                By:  /s/ M.D. Mann
                                                     ---------------------------
                                                     Its:  Vice President
                                                           ---------------------

                                                TENANT:

                                                HEWITT ASSOCIATES LLC

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

                                      -3-

<PAGE>

                           SEVENTH AMENDMENT TO LEASE

     THIS AMENDMENT, made as of the 1st day of February, 2000, between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not personally but solely as Trustee
under Trust Agreement dated May 1, 1989, and known as Trust No. 108178-07
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                                   WITNESSETH:

     WHEREAS, Landlord and Tenant are parties to a written lease dated May 15,
1989 as amended by First Amendment to Lease dated as of July 31, 1989, Second
Amendment to Lease dated June 1, 1994, Third Amendment to Lease dated July 1,
1995, Fourth Amendment to Lease dated July 24, 1997, Fifth Amendment to Lease
dated March 13, 1998, and Sixth Amendment to Lease dated August 31, 1998 (as
amended, the "Lease"), under which Lease Landlord demised to Tenant Suites 120,
130, 140, 190, 260, 290, 300, 400, 500, and 600 ("Premises") in the building
located at One Overlook Point, Lincolnshire Corporate Center, Illinois
("Building"); and

     WHEREAS, the parties hereto desire to extend the term of the Lease with
respect to Suite 190 and to amend the Lease in certain other respects.

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

     1. Extended Term. The term of the Lease with respect to Suite 190 is hereby
extended to July 31, 2001 on the same terms and conditions as set forth in the
Lease, except as modified herein and unless sooner terminated pursuant to the
terms of the Lease.

     2. Rent. As of August 1, 2000, the Base Rent payable with respect to Suite
190 under the Lease shall be as follows:

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

      08/01/00 - 07/31/01       $71,976.33        $5,998.03

     3. Real Estate Brokers. Tenant represents that it has dealt with, and only
with Van Vlissingen and Co., 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.

     4. 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

<PAGE>

and Tenant thereunder, shall remain in full force and effect, and are not
otherwise altered, amended, revised or changed.

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

     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 American
National Bank and Trust Company of Chicago, as Trustee of Trust No. 108178-07
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, as Trustee under Trust No. 108178-07
or any beneficiaries under any land trust which may become the owner of the
Building, on account of this Amendment or on account of any representation,
warranty, covenant, undertaking or agreement of Landlord in this Amendment
contained, either express or implied, all such personal liability, if any, being
expressly waived and released by Tenant and by all persons claiming by, through,
or under Tenant; and that this Amendment is executed and delivered by the
undersigned Landlord not in its own right, but solely in the exercise of the
powers conferred upon it as such Trustee.

                                      -2-

<PAGE>

     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
                                         as Trustee aforesaid

                                         By: /s/ David J. Little
                                             -----------------------------------
                                             Its:  Assistant Vice President
                                                  ------------------------------

                                         TENANT:

                                         HEWITT ASSOCIATES LLC

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

<PAGE>

                            EIGHTH AMENDMENT TO LEASE

     THIS AMENDMENT, made as of the 1st day of December, 2000, between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not personally but solely as Trustee
under Trust Agreement dated May 1, 1989, and known as Trust No. 108178-07
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                                   WITNESSETH:

     WHEREAS, Landlord and Tenant are parties to a written lease dated May 15,
1989 as amended by First Amendment to Lease dated as of July 31, 1989, Second
Amendment to Lease dated June 1, 1994, Third Amendment to Lease dated July 1,
1995, Fourth Amendment to Lease dated July 24, 1997, Fifth Amendment to Lease
dated March 13, 1998, Sixth Amendment to Lease dated August 31, 1998 and Seventh
Amendment to Lease dated February 1, 2000 (as amended, the "Lease"), under which
Lease Landlord demised to Tenant Suites 120, 130, 140, 190, 2.60, 290, 300, 400,
500, and 600 ("Premises") in the building located at One Overlook Point,
Lincolnshire Corporate Center, Illinois ("Building"); and

     WHEREAS, the parties hereto desire to extend the term of the Lease with
respect to Suites 120, 130 and 190 and to amend the Lease in certain other
respects.

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

     1. Extended Term. The term of the Lease with respect to Suites 120, 130 and
190 is hereby extended to May 31, 2004 on the same terms and conditions as set
forth in the Lease, except as modified herein and unless sooner terminated
pursuant to the terms of the Lease.

     2. Suite 120 Rent. As of November 1, 2001, the Base Rent payable with
respect to Suite 120 under the Lease shall be as follows:

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

        11/01/01 - 10/31/02        $29,544.03         $2,462.00
        11/01/02 - 10/31/03        $30,134.92         $2,511.24
        11/01/03 - 05/31/04        $30,737.61         $2,561.47

     3. Suite 130 Rent. As of April 1, 2001, the Base Rent payable with respect
to Suite 130 under the Lease shall be as follows:

<PAGE>

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

        04/01/01- 03731/02         $64,928.95         $5,410.75
        04/01/02 - 03/31/03        $66,227.53         $5,518.96
        04/01/03 - 05/31/04        $67,552.08         $5,629.34

     4. Suite 190 Rent. As of August 1, 2001, the Base Rent payable with respect
to Suite 190 under the Lease shall be as follows:

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

        08/01/01 - 07/31/02        $73,415.86        $6,117.99
        08/01/02 - 07/31/03        $ 74,884.17        $6,240.35
        08/01/03 - 05/31/04        $ 76,381.86        $6,365.16

     5. Real Estate Brokers. Tenant represents that it has dealt with, and only
with Van Vlissingen and Co., 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.

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

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

     8. Exculpatory Provisions. It is expressly understood and agreed by and
between the parties hereto, anything herein to the contrary notwithstanding,
that each and all of the representations, warranties, covenants, undertakings
and agreements herein made on the part of any Landlord while in form purporting
to be the representations, warranties, covenants, undertakings, and agreements
of such Landlord are nevertheless each and every one of them made and intended,
not as personal representations, warranties, covenants, undertakings, and
agreements by such Landlord or for the purpose or with the intention of binding
such Landlord personally, but are made and intended for the purpose only of
subjecting such Landlord's interest in the Building, the Land and the Premises
to the terms of this Amendment and for no other purpose whatsoever, and in case
of default hereunder by any Landlord (or default through, under,

                                      -2-

<PAGE>

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
American National Bank and Trust Company of Chicago, as Trustee of Trust No.
108178-07 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, as Trustee under Trust No. 108178-07
or any beneficiaries under any land trust which may become the owner of the
Building, on account of this Amendment or on account of any representation,
warranty, covenant, undertaking or agreement of Landlord in this Amendment
contained, either express or implied, all such personal liability, if any, being
expressly waived and released by Tenant and by all persons claiming by, through,
or under Tenant; and that this Amendment is executed and delivered by the
undersigned Landlord not in its own right, but solely in the exercise of the
powers conferred upon it as such Trustee.

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

                                        LANDLORD:

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

                                        By:  /s/ Georgean C. Losurdo
                                            ------------------------------------
                                           Its:  Asst. Vice President
                                                --------------------------------

                                        TENANT:

                                        HEWITT ASSOCIATES LLC

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

                                       -3-

<PAGE>

                               ONE OVERLOOK POINT
                            NINTH AMENDMENT TO LEASE

     THIS NINTH AMENDMENT TO LEASE (this "Amendment") is made as of the 28a' 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 May 1, 1989 and known as Trust No. 108178-07
("Landlord") and HEWITT ASSOCIATES LLC ("Tenant").

                              W I T N E S S E T H:

     WHEREAS, Landlord and Tenant are parties to a written lease dated May 15,
1989, as amended by First Amendment to Lease dated as of July 31, 1989, Second
Amendment to Lease dated June 1, 1994, Third Amendment to Lease dated July 1,
1995, Fourth Amendment to Lease dated July 24, 1997, Fifth Amendment to Lease
dated March 13, 1998, Sixth Amendment to Lease dated August 31, 1998, Seventh
Amendment to Lease dated February 1, 2000 and Eighth Amendment to Lease dated
December 1, 2000 (as amended, the "Lease"), under which Lease Landlord demised
to Tenant Suites 120, 130, 140, 190, 260, 290, 300, 400, 500, and 600
("Premises") in the building located at One Overlook Point, Lincolnshire
Corporate Center, Illinois ("Building"); and

     WHEREAS, the Lease provides the Tenant with the right to extend the Lease
for two (2) additional five (5) year terms, and the Tenant wishes to exercise
its right to the first of the two (2) extensions; and

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

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

     1. Extended Term. The term of the Lease is hereby extended to May 31, 2009
on the same terms and conditions as set forth in the Lease, except as modified
herein and unless sooner terminated pursuant to the teens of the Lease.

     2. Rent. As of June 1, 2004 (the "Extended Term Commencement Date"), the
Base Rent payable under the Lease for the entire Premises shall be as follows:

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

        06/01/04 - 05/31/05     $2,764,084.60      $230,340.38
        06/01/05 - 05/31/06     $2,819,169.56      $234,930.80
        06/01/06 - 05/31/07     $2,876,221.84      $239,685.15
        06/01/07 - 05/31/08     $2,933,274.12      $244,439.51
        06/01/08 - 05/31/09     $2,992,293.72      $249,357.81
        06/01/08 - 05/31/09     $2,992,293.72      $249,357.81

<PAGE>

     3. Construction Management Fee. Under Section 6 of the Lease, Landlord is
entitled to a fee for construction management services of five percent (5%) of
the costs of all alterations, improvements, or additions to the Premises.
Effective immediately, the fee for construction management services shall only
be assessed for work that under applicable law would require a building permit
or construction permit.

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

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

     6. Exercise of Option to Extend. For all purposes under the Lease, this
amendment shall be deemed to exercise the first of the two options to extend
provided to Tenant in Section S.6 of the Lease, and to the extent the terms of
this Amendment are inconsistent with the terms provided for the first extension
under Section S-6 of the Lease, this Amendment shall control.

     7. 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.

                                      -2-

<PAGE>

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

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

                                      -3-

<PAGE>

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

                                     LANDLORD:

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

                                         OVERLOOK ASSOCIATES, by its general
                                         partners

                                            HEWITT HOLDINGS LLC

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



                                            TOWER PARKWAY ASSOCIATES, L.L.C.

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

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

                                             TENANT:

                                             HEWITT ASSOCIATES LLC

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

                                      -4-