**WHEREAS**, the US Subsidiary Guaranty was amended by the First Modification Agreement toguarantee the repayment in full of all amounts due and owing to the Bank from the Company under theRestated Revolving Note;     **WHEREAS**, one of the “Bank’s Conditions Precedent” (as such term was defined in the FirstModification Agreement) for increasing the Maximum Revolving Commitment of the Loan from TenMillion and No/100 Dollars ($10,000,000.00) to Twenty Million and No/100 Dollars ($20,000,000.00)was the pledge of a cash collateral account in the principal amount of no less than Ten Million andNo/100 Dollars ($10,000,000.00) to Bank which was satisfied by the execution and delivery to Bankof that certain Charge of Deposit dated as of March 31, 2008 executed by the UK Subsidiary (the“Charge of Deposit”) in order to pledge that certain JP Morgan Chase Bank, N.A. Money MarketAccount titled in the name of the UK Subsidiary to Bank (the “UK Subsidiary Pledged Account”) tosecure the obligations of the UK Subsidiary under the UK Subsidiary Guaranty;     **WHEREAS**, the Borrowing Parties have requested Bank to release its lien of the Charge ofDeposit in order to enable the UK Subsidiary to declare and pay a dividend of Twelve Million TwoHundred Sixty Thousand Two Hundred Ninety-Five and No/100 Dollars ($12,260,295.00) to its solemember, the Company, which dividend includes, in part, the sum of Ten Million and No/100 Dollars($10,000,000.00) from the UK Subsidiary Pledged Account after effecting a share capital reductionof a certain portion of the UK Subsidiary’s shares as specified in Section 2(e) of this Agreement(the Ten Million and No/100 Dollars ($10,000,000.00) portion of the dividend from the UK SubsidiaryPledged Account is referred to as, the “UK Dividend”), for and in consideration of the Company’scontemporaneous collateral pledge of the UK Dividend which the Company and Bank shall direct bewired from the UK Subsidiary Pledged Account directly to that certain Loan Collateral Account No.9905028795 established and registered for the benefit of Lender as pledgee on the books and recordsof the JP Morgan 829 Prime Money Market Fund, a money market mutual fund titled in the Company’sname as the shareholder/pledgor and the Bank as the pledgee (the “Company’s Pledged Account”)pursuant to the terms and conditions of that certain Investment Property Security Agreement datedof even date of this Agreement (the “Collateral Money Market Account Pledge”) executed by theCompany in favor of the Bank (collectively, the “Borrowing Parties’ Request”);     **WHEREAS**, the Company intends to continue to use a portion of the proceeds of the Loan toextend intercompany loans to and/or make investments in each of the Guarantors and as such, theGuarantors hereby each acknowledge they are benefited by the Loan and the amendment of the Loan andthe Loan Documents in accordance with the Borrowing Parties’ Request;     **WHEREAS**, the Bank acknowledges the share capital reduction of the subject portion of the UKSubsidiary’s shares which occurred on March 5, 2009 and is willing to consent to release the Chargeof Deposit provided and subject to the condition that the Ten Million and No/100 Dollars($10,000,000.00) UK Dividend is directly wired from the UK Subsidiary Pledged Account to theCompany’s Pledged Account and the Bank contemporaneously receives the Collateral Money MarketAccount Pledge from the Company pledging the Company’s Pledged Account to Bank subject to the termsand conditions of this Agreement and the satisfaction of all of the “Bank’s Conditions Precedent,”as such term is defined in Paragraph 3 of this Agreement;
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     **WHEREAS**, the Borrowing Parties hereby consent to the terms and conditions of this Agreementand the Bank’s Conditions Precedent for consenting to the UK Dividend, the release of the Charge ofDeposit in consideration of the contemporaneous pledge of the Company’s Pledged Account andamending the Loan and the Loan Documents in accordance with Borrowing Parties’ Request; and     **WHEREAS**, the Bank and the Borrowing Parties are desirous of further amending the CreditAgreement to modify certain terms contained therein.     **NOW, THEREFORE**, in consideration of the recitals set forth above, the mutual promises of theparties hereto and for other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged by all parties hereto, it is agreed as follows:**AGREEMENTS****:**     1. **Recitals; Defined Terms**. The foregoing recitals to this Agreement are fullyincorporated herein by this reference thereto with the same force and effect as though restatedherein. Except as specifically defined herein, all capitalized terms used in the recitals and inthe body of this Agreement shall have the definitions ascribed therefore in the Credit Agreement.     2. **Amendment of Credit Agreement**. The Bank, the Company and the Guarantors agree thatthe Credit Agreement is hereby modified contemporaneously with the execution of this Agreement asfollows:     (a) Subsection 1.1(ix)(1), which is one event which constitutes a “Default,” is herebyamended and restated to read as follows:“(1) The failure of the Company to maintain at all times during the term ofthis Agreement a net asset value of the Company’s Pledged Account of no lessthan Ten Million and No/100 United States Dollars ($10,000,000.00).”     (b) The definition of “Loan Document(s)” as set forth in Section 1.1(xix) is herebyrestated to read as follows:“Loan Document(s)” means this Agreement, the Revolving Note, theGuaranties, the Security Agreement and the Collateral Money Market AccountPledge.”     (c) Section 1.1(xxxviii) is hereby amended and restated to be entitled, “CollateralMoney Market Account Pledge” and to read as follows:“Collateral Money Market Account Pledge” shall mean that certainInvestment Property Security Agreement dated as of March 25, 2009 executedby the Company in favor of the Bank in order to collaterally pledgeto Bank to secure the Liabilities all of the Company’s right, title andinterest
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whether now existing or hereafter arising or acquired, in, to andunder all of the following: (a) all shares of the JP Morgan 829 Prime MoneyMarket Fund, a money market mutual fund, including all interest, dividends,capital gains, distributions and cash received thereon, and all proceedsthereof and any and all other assets, and including without limitation, allcash, all “Financial Assets” and all “Investment Property” (as the terms,“Financial Assets,” “Investment Property” and all categories of propertyconstituting “Financial Assets” and “Investment Property” are defined inArticles 8 and 9 of the Commercial Code) and all proceeds of all of theforegoing property held in that certain Loan Collateral Account No.9905028795 (the “Company’s Pledged Account”) established and registered forthe benefit of the Bank as Pledgee and titled in the Company’s name asShareholder/Pledgor and the Bank’s name as Pledgee on the books and recordsof the Fund (as hereinafter defined) by Boston Financial Data Services, Inc.as the Transfer Agent of the issuer of the JP Morgan 829 Prime Money MarketFund (the “Fund”); and (b) all substitutions, replacements, additions,proceeds, products and supporting obligations related to or arising out ofthe Company’s Pledged Account.”     (d) The following is hereby added as a new Section 1.1(xii) entitled, “SecondModification Agreement”:“Second Modification Agreement” shall mean that certain SecondModification Agreement dated as of March 25, 2009 executed by and among theCompany, the Guarantors and the Bank which allowed for the declaration andpayment of the UK Dividend, as such term is defined in this SecondModification Agreement (the “UK Dividend”) after effecting the share capitalreduction of a certain portion of the UK Subsidiary’s shares as set forth inSection 4.23 of this Agreement and the contemporaneous substitution of theCollateral Money Market Account Pledge for the prior Charge of Deposit (assuch term is defined in the First Modification Agreement) and furtheramended the Loan and certain of the Loan Documents as set forth therein.”     (e) The following is hereby added as a new Section 4.23 entitled, “Share CapitalReduction of the Shares of Diamond Partners Limited”:“4.23 Share Capital Reduction of Shares in Diamond Partners Limited andUK Dividend. The share capital reduction of 150,000,000 shares inDiamond Partners Limited, a United Kingdom corporation (“DPL”) occurred onMarch 5, 2009, and constitutes a valid share capital reduction giving riseto a reserve in DPL’s accounts under the Companies Act 2006. The UKDividend constitutes a valid transfer of full title to all of thetransferred funds to the sole shareholder of DPL, to wit, Diamond Management& Technology Consultants, Inc., a Delaware corporation, under all applicablelaw, that all formalities required to give full force andeffect to said share capital
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reduction have been properly executed andcomplied with and that any and all applicable taxes whether stamp duties orotherwise payable in connection with the share capital reduction and the UKDividend have been paid or that the share capital reduction and the UKDividend are exempt from any such taxes and that all statements,applications and/or certificates required to be made or delivered inconnection with the applicable exemption(s) have been so made or delivered.DPL was solvent at all times since its organization through and includingthe date of its share capital reduction, was able to pay its debts as theybecame due and had sufficient capital at all times since its organizationthrough and including the date of its share capital reduction to carry onits businesses and remains solvent following the foregoing share capitalreduction of its shares and the transfer of the UK Dividend to the Companyand the pledge of same by the Company to Bank.”     (f) The following is hereby added as a new Section 4.24 entitled, “SubsidiaryPercentage of Consolidated Assets or Sales”:“4.24 Subsidiary Percentage of Consolidated Assets or Sales. As ofMarch 25, 2009, Diamond Management & Technology Consultants Pvt. Ltd., anIndia corporation does not represent ten percent (10%) or more of theCompany’s consolidated assets or sales for purposes of Section 5.13 of thisAgreement.”     (g) The following is hereby added as a new Section 5.14 entitled, “Determination ofPercentage of Consolidated Assets or Sales of Subsidiary, Diamond Management & TechnologyConsultants Limited”:“5.14 Determination of Percentage of Consolidated Assets or Sales ofSubsidiary, Diamond Management & Technology Consultants Limited.Contemporaneous with the Company’s delivery of its Annual FinancialStatements pursuant to Section 5.11(ii) of this Agreement, the Company shallconfirm in writing to the Bank whether or not Diamond Management &Technology Consultants Limited, a United Kingdom corporation represents tenpercent (10%) or more of the Company’s consolidated assets or sales forpurposes of Section 5.13 of this Agreement and if it does, then the Companyshall cause Diamond Management & Technology Consultants Limited, a UnitedKingdom corporation to execute and deliver to Bank on or before July 31,2009 a Guaranty of the Liabilities in favor of the Bank in the form of theGuaranty executed by DPL.”     (h) The contacts and addresses for purposes of notices to the Bank and its counselunder Section 9.16(i) of the Credit Agreement and all of the other Loan Documents is herebyamended and restated to read as follows:
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       To Bank: JP Morgan Chase Bank, N.A.    Commercial Banking    10 South Dearborn Street, 35th Floor    Mail Code IL 1-1207    Chicago, Illinois 60603    Attn: Mark T. Allen, Vice President       with a copy to: Robbins, Salomon & Patt, Ltd.    25 East Washington Street, Suite 1000    Chicago, Illinois 60602    Attn: Donna M. Shaw, Esq.     3. **Bank’s Conditions Precedent**. The Bank’s execution of this Agreement and consent toamend the Loan in accordance with the Borrowing Parties’ Request is conditioned upon receipt byBank of the following documents in a form and content acceptable to Bank and its counsel andreceipt of the payments provided for in Paragraph 4 of this Agreement which shall all be deliveredby the Borrowing Parties to Bank contemporaneously with this execution of this Agreement(collectively, the “Bank’s Conditions Precedent”):     (a) The full execution of this Agreement by the Borrowing Parties;     (b) The Collateral Money Market Account Pledge executed by the Company in favor of theBank granting a collateral pledge to Bank in the Company’s Pledged Account and all proceedsthereof;     (c) A Control Agreement executed by and among the Bank, the Company and BostonFinancial Data Services, Inc. as the Transfer Agent for the Fund in form and contentacceptable to Bank and its counsel;     (d) UCC-1 Financing Statement from the Company as Debtor in favor of the Bank asSecured Party in proper filing form to be filed with the Delaware Secretary of State;     (e) The Payment Direction executed by the Company and consented to by the Bankdirecting the UK Subsidiary to wire the UK Dividend in an amount of no less than Ten Millionand No/100 Dollars ($10,000,000.00) United States Dollars from the UK Subsidiary PledgedAccount to the Company’s Pledged Account;     (f) The deposit and confirmed receipt of Ten Million and No/100 Dollars($10,000,000.00) United States Dollars by wire transfer in immediately available federallywired funds in the Company’s Pledged Account;     (g) An opinion of counsel for the UK Subsidiary in favor of the Bank opining that theshare capital reduction of the subject portion of the UK Subsidiary’s shares has beencompleted in compliance with all applicable laws and that the UK Subsidiary was entitled todeclare and pay the UK Dividend from the surplus arising from such share capital reduction,and the declaration and payment of the UK Dividend has been completed in compliance with allapplicable laws;
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     (h) Deed of Release relating to the Charge of Deposit and the UK Subsidiary Guaranty(as to Clause 4 only) executed by and between the Bank and the UK Subsidiary;     (i) Secretary’s Certificate for Company with attached corporate resolution and completecopy of By-Laws, as may be amended to date;     (j) Secretary’s Certificate for the US Subsidiary with attached corporate resolutionand complete copy of By-Laws, as may be amended to date;     (k) Certificate of Good Standing issued by the Delaware Secretary of State for Company;     (l) Certificate of Good Standing issued by the Illinois Secretary of State for theCompany as a foreign corporation qualified to do business in Illinois;     (m) Certificate of Good Standing issued by the Illinois Secretary of State for the USSubsidiary;     (n) Certified copies of all documents executed in connection with the share capitalreduction of the UK Subsidiary’s shares, including, but not limited to, the SolvencyStatement executed by the Directors of the UK Subsidiary;     (o) Payment to Bank of all fees and costs as provided for in Paragraph 4 of thisAgreement; and     (p) The execution and delivery to Bank of such other documents as Bank shall reasonablyrequire in connection with this Agreement.     4. **Payment of Legal Fees and Costs**. Concurrently with the execution of thisAgreement, the Borrowing Parties shall be jointly and severally liable for and shall pay or causeto be paid to Bank in immediately available funds all fees and expenses of Bank relating to thisAgreement and the transactions contemplated herein, including, without limitation, reasonable feesand expenses of Bank’s counsel.     5. **US Subsidiary Guarantor’s Affirmation**. The US Subsidiary, by its execution of thisAgreement, reaffirms all of its obligations and liabilities to Bank under its Guaranty, as amendedby this Agreement, including, but not limited to, the repayment in full of all principal andinterest due Bank under the Restated Revolving Note.     6. **UK Subsidiary Guarantor’s Affirmation**. The UK Subsidiary, by its execution of thisAgreement, reaffirms all of its obligations and liabilities to Bank under its Guaranty, as amendedby this Agreement, including, but not limited to, the repayment in full of all principal andinterest due Bank under the Restated Revolving Note.     7. **Termination and Release of the Charge of Deposit****.**Upon the complete satisfactionof all of the Bank’s Conditions Precedent by the Borrowing Parties, the Charge of Deposit shall beautomatically terminated and released by Bank and of no further legal force and effect and Bankshall promptly execute a customary release regarding the same.
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     8. **References**. All other Loan Documents are hereby modified to provide that anyreference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreementas modified by the First Modification Agreement and by this Agreement. All references herein toany of the Loan Documents shall be understood to be to the Loan Documents as modified by the FirstModification Agreement and by this Agreement. All references in any of the Loan Documents to anyother one or more of the Loan Documents shall hereafter be deemed to be to such document(s) asmodified by the First Modification Agreement and by this Agreement. All references in any of theLoan Documents to the Initial Revolving Note shall hereafter be deemed to be references to theRestated Revolving Note.     9. **No Defenses, Counterclaims**. Each Borrowing Party hereby represents and warrantsto, and covenants with Bank that as of the date hereof, (a) each Borrowing Party has no defenses,offsets or counterclaims of any kind or nature whatsoever against Bank with respect to any of theLoan Documents, or any action previously taken or not taken by Bank with respect thereto, or withrespect to any security interest, encumbrance, lien or collateral in connection therewith tosecure the liabilities of each Borrowing Party as applicable, and (b) that Bank has fully performedall obligations to each Borrowing Party which it may have had or has on and as of the date hereof.     10. **No Custom**. Except as expressly provided herein, this Agreement shall notestablish a custom or waive, limit or condition the rights and remedies of Bank under the LoanDocuments, all of which rights and remedies are expressly reserved.     11. **Reaffirmation of Loan Documents, No Novation**. Except as may be expressly setforth herein to the contrary, the Loan Documents remain unmodified, and all other terms andconditions thereof remain in full force and effect. Notwithstanding anything to the contrarycontained herein, the Borrowing Parties and Bank expressly state, declare and acknowledge that thisAgreement is intended only to modify the Borrowing Parties’ continuing obligations in the mannerset forth herein, and is not intended as a novation of any and all amounts presently due and owingfrom the Borrowing Parties.     12. **Captions; Counterparts**. The captions used herein are for convenience of referenceonly and shall not be deemed to limit or affect the construction and interpretation of the terms ofthis Agreement. This Agreement may be signed in counterparts, each of which shall be deemed anoriginal and all of which shall be deemed one agreement.     13. **Event of Default**. Each of the Borrowing Parties hereby acknowledges and agreesthat a breach by any one of them of any term, provision, covenant or condition herein set forth orherein required of any one of them to be kept or performed, and which is not kept or performedpursuant to the terms hereof, shall constitute a Default and/or an Event of Default under the LoanDocuments if said Default and/or Event of Default is not cured within any applicable cure or graceperiod provided for in the Loan Documents.     14. **Choice of Law, Severability and Submission to Jurisdiction**. This Agreement shallbe governed by and construed under the laws of the State of Illinois (without giving effect to theconflicts of law principles thereof). If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will not be affected thereby and the provisionsof this Agreement shall be severable in any such instance.
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     TO INDUCE THE BANK TO AGREE TO ALLOW A SUBSTITUTION OF THE CASH COLLATERAL ACCOUNT PLEDGE, ANDAMEND THE LOAN AND THE LOAN DOCUMENTS IN ACCORDANCE WITH THIS AGREEMENT, EACH OF THE BORROWINGPARTIES IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR INCONSEQUENCE OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE BANK, SHALL BE INSTITUTED ANDLITIGATED ONLY AS FOLLOWS: (A) ALL ACTIONS INSTITUTED BY THE COMPANY AND/OR THE US SUBSIDIARYSHALL ONLY BE INSTITUTED IN COURTS HAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND (B) ALLACTIONS INSTITUTED BY BANK AND/OR THE UK SUBSIDIARY, IN BANK’S SOLE DISCRETION OR IN THE UKSUBSIDIARY’S SOLE DISCRETION AS APPLICABLE, SHALL ONLY BE INSTITUTED IN COURTS HAVING SITUS EITHERIN THE CITY OF CHICAGO, ILLINOIS OR THE CITY OF LONDON, ENGLAND AND EACH OF THE BORROWING PARTIESHEREBY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITSSITUS IN CHICAGO, ILLINOIS OR OF THE HIGH COURT OF ENGLAND AND WALES HAVING ITS SITUS IN LONDON,ENGLAND, AND WAIVES ANY OBJECTION BASED ON FORUM NONCONVENIENS, AND EACH OF THE BORROWING PARTIESHEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND CONSENTS THAT ALL SUCH SERVICE OFPROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTIESBORROWING PARTIES AT THE APPLICABLE ADDRESSES INDICATED IN THE BANK’S RECORDS IN THE MANNERPROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.**[SIGNATURE PAGE IMMEDIATELY FOLLOWS]**
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     **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the day and yearfirst above written.        **BANK:**        JP MORGAN CHASE BANK, N.A., a national bankingassociation        By:         Name:         Title:              **COMPANY:**       DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC., aDelaware corporation       By:         Name:         Its:              **GUARANTORS:**       **US SUBSIDIARY:**       DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS NA, INC.,an Illinois corporation       By:         Name:         Title:              **UK SUBSIDIARY:**       DIAMOND PARTNERS LIMITED, a United