**WHEREAS**, the Bank is willing to consent to the Borrowing Parties’ Request 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;     **WHEREAS**, the Borrowing Parties hereby consent to the terms and conditions of this Agreementand the Bank’s Conditions Precedent for increasing the Loan and amending the Loan and the LoanDocuments in accordance with Borrowing Parties’ Request; and     **WHEREAS**, the Bank and the Borrowing Parties are desirous of further amending the ExistingRevolving Note, the Credit Agreement and the US Subsidiary Guaranty to modify certain termscontained 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:     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)(i) which defines one of the events which constitutes a “Default”is hereby restated to read as follows:“(i) Either of the Guaranties shall at any time after its execution anddelivery and for any reason cease to be in full force and effect or shall bedeclared null and void by any court of competent jurisdiction, or thevalidity or enforceability thereof shall be contested by either Guarantor oreither Guarantor shall deny it has any further liability or obligationunder, or shall fail to perform its obligations under its respectiveGuaranty, or if either Guarantor at any time terminates its respectiveGuaranty.”     (b) The following is hereby added as a new Subsection 1.1(ix)(1) to add a new eventwhich constitutes a “Default” :“(1) The failure of Diamond Partners Limited, a United Kingdom corporationto maintain at all times during the term of this Agreement a principalbalance of no less than Ten Million and No/100 Dollars ($10,000,000.00) inits money market account pledged to the Bank under the Charge of Deposit.”     (c) The definition of “Guarantor” as set forth in Section 1.1(xii) is hereby restatedto read as follows:
2

 
“Guarantor” shall mean, respectively, each of and collectively,Diamond Management & Technology Consultants NA, Inc., an Illinoiscorporation and Diamond Partners Limited, a United Kingdom corporation.     (d) The definition of “Guaranty” as set forth in Section 1.1(xiii) is hereby restatedto read as follows:“Guaranty” shall mean, respectively, each of and collectively, the2007 Restated Guaranty dated July 31, 2007 executed by Diamond Management &Technology Consultants NA, Inc., an Illinois corporation, as amended by theFirst Modification Agreement and the Guaranty dated as of March 31, 2008executed by Diamond Partners Limited, a United Kingdom corporation. Theterm, “Guaranties” shall mean the aforesaid two (2) Guaranties.     (e) 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 Charge of Deposit.     (f) The definition of the “Maximum Revolving Commitment” as set forth in Section1.1(xx) is hereby restated to read as follows:“Maximum Revolving Commitment” shall mean Twenty Million and No/100Dollars ($20,000,000.00).     (g) The definition of “Revolving Note” as set forth in Section 1.1(xxxiii) is herebyrestated to read as follows:“Revolving Note” shall mean that certain 2008 Restated RevolvingNote dated as of March 31, 2008 executed by the Company and made payable tothe order of the Bank in the principal amount of Twenty Million and No/100Dollars ($20,000,000.00).     (h) The following is hereby added as a new Section 1.1(xxxvii) entitled, “SecurityAgreement”:“Security Agreement” shall mean that certain Continuing SecurityAgreement dated as of March 31, 2008 executed by the US Subsidiary in favorof the Bank to secure the US Subsidiary’s obligations under its Guaranty.     (i) The following is hereby added as a new Section 1.1(xxxviii) entitled, “Charge ofDeposit”:“Charge of Deposit” shall mean that certain Charge of Deposit datedas of March 31, 2008 executed by Diamond Partners Limited, a United Kingdom
3

 
corporation in order to secure the obligations of Diamond Partners Limitedunder the Guaranty executed by it.     (j) The following is hereby added as a new Section 1.1(xxxix) entitled, “FirstModification Agreement”:“First Modification Agreement” shall mean that certain FirstModification Agreement dated as of March 31, 2008 executed by and among theCompany, the Guarantors and the Bank which increased the Maximum RevolvingCommitment of the Loan to $20,000,000.00 and further amended the Loan andcertain of the Loan Documents as set forth therein.     (k) The following is hereby added as a new Section 1.1(xl) entitled, “ApplicableMargin”:“Applicable Margin” shall mean the rate per annum added to the PrimeRate and/or the LIBOR Interest Rate to determine the applicable interestrate as determined by the “Total Leverage Ratio” (as defined below) as setforth below:           Applicable Margin Applicable MarginLevel Total Leverage Ratio for Prime Loans for LIBOR LoansI Less than or equal to 30% 50 basis points 75 basis pointsII Greater than 30% 50 basis points 100 basis points     The “Total Leverage Ratio” shall equal the ratio of the Company’s total liabilities divided bythe sum of the Company’s total liabilities plus the Tangible Net Worth of the Company (as definedin Section 7.2 of this Agreement) for the prior fiscal quarter, with the Company’s totalliabilities to be determined in accordance with generally accepted accounting principles as setforth in Section 7.2 of this Agreement.     Notwithstanding the foregoing, in the event that any financial statement or related FinancialCovenant Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement isin effect or any of the Revolving Credit Loans are outstanding when such inaccuracy is discovered),and such inaccuracy, if corrected, would have led to the application of a higher Applicable Marginfor any period (an “Applicable Period”) than the Applicable Margin actually applied duringsuch Applicable Period, then (i) the Company shall immediately deliver to the Bank a correctedFinancial Covenant Compliance Certificate for such Applicable Period, (ii) the Applicable Marginshall be determined as if Level II were applicable for such Applicable Period, and (iii) theCompany shall immediately pay to the Bank the accrued additional interest owing as a result of suchincreased Applicable Margin for such Applicable Period, which payment shall be promptly applied bythe Bank in accordance with the terms of this Agreement. This paragraph shall not limit the rightsof the Bank with respect to its remedies under Section 8 hereof.
4

 
     (l) The first paragraph of Section 2.5 entitled, “Interest” is hereby amended andrestated as follows:“2.5 Interest. The Company shall pay interest to the Bank on theoutstanding and unpaid principal amount of the Revolving Credit Loans madeunder this Agreement at a rate per annum as follows:     (i) For a Prime Loan at a rate equal to the Prime Rate plus theApplicable Margin; and     (ii) For a LIBOR Loan at a rate equal to the LIBOR Interest Rate plusthe Applicable Margin.”     (m) Section 2.7 (viii) is hereby restated to read:“(viii) The aggregate total face amount of all Letters of Credit issued andoutstanding under this Agreement shall not exceed Four Million and No/100Dollars ($4,000,000.00).”     (n) Section 2.9 entitled, “Commitment Fee” is hereby amended and restated to read asfollows:     “2.9. Commitment Fee. (a) The Company agrees to pay to theBank a commitment fee equal to one-quarter of one percent (1/4%) per annum(the “Commitment Fee”) on the average daily unused portion of the MaximumRevolving Commitment from September 1, 2008 to and including the TerminationDate; payable quarterly commencing on October 1, 2008 and continuing on thefirst day of each January, April, July and October thereafter. AllCommitment Fees shall be payable on the effective date of any termination ofthe obligations of the Bank to make Revolving Credit Loans hereundercalculated from said date through and including the Termination Date. Indetermining the unused portion of the Maximum Revolving Commitment, Bankshall compute the daily average of both all outstanding Revolving CreditLoans and the face amount of Letters of Credit for each applicable quarteror portion thereof and the amount arrived at by said computation shall besubtracted from the Maximum Revolving Commitment (said amount hereinreferenced to as the “Unused Balance”) and the difference multiplied by theCommitment Fee and the quotient so arrived at by said calculation pro-ratedfor the applicable quarter or portion thereof. All calculations of theCommitment Fee shall be on the basis of a year of 360 days for the actualnumber of days elapsed.”     (o) The following is hereby added as a new Section 4.22 entitled, “Distribution ofShares in Diamond Partners Limited and the Liquidation of DiamondCluster InternationalB.V.”:“4.22 Distribution of Shares in Diamond Partners Limited and theLiquidation of DiamondCluster International B.V. The transfer of one
5

 
hundred (100%) percent of the shares in Diamond Partners Limited, a UnitedKingdom corporation from DiamondCluster International B.V., a Netherlandscorporation to its sole shareholder, the Company (the “UKSubsidiary Stock Transfer”) has occurred on January 24, 2008, that itconstitutes a valid transfer of full title to all of said shares underEnglish law, that all formalities required to give full force and effect tosaid transfer have been properly executed/complied with and that any and allapplicable taxes whether stamp duties or otherwise payable in connectionwith the transfer have been paid or that the transfer of shares is exemptfrom any such taxes and that all statements, applications and/orcertificates required to be made or delivered in connection with theapplicable exemption(s) have been so made or delivered. The liquidation ofDiamondCluster International B.V. was completed on March 26, 2008 by atransfer of all of its assets and liabilities to the Company made on January24, 2008 and March 26, 2008 and the Company assumed all of DiamondClusterInternational B.V.’s assets and liabilities in connection with saidliquidation (the “Liquidation”). DiamondCluster International B.V. wassolvent at all times since its organization through and including the datesof the UK Subsidiary Stock Transfer and the Liquidation, was able to pay itsdebts as they became due and had sufficient capital at all times since itsorganization through and including the Liquidation to carry on itsbusinesses.”     (p) Subsection 5.11(vi) under Section 5.11 entitled, “Reporting Requirements” is herebyamended and restated to read as follows:“(vi) Financial Covenant Compliance Certificate. A FinancialCovenant Compliance Certificate (which shall also include confirmation ofcompliance with Section 6.7 entitled, “Dividends and Stock Redemptions”) inthe form as shown in Schedule I attached hereto contemporaneously with theexecution of this Agreement and within forty (40) days of the end of eachcalendar quarter.”     (q) The Financial Covenant Compliance Certificate in the form attached to the CreditAgreement in Schedule I is hereby restated as set forth in Schedule I to this Agreement.     (r) The following is hereby added as a new Section 5.13 to the Credit Agreemententitled, “Future Subsidiary Guaranties”:“5.13 Future Subsidiary Guaranties. The Company shall cause anyfuture Subsidiaries which represent ten percent (10%) or more of theCompany’s consolidated assets or sales to execute a guaranty of theLiabilities in favor of Bank in the form of the Guaranty.”     (s) Section 6.7 entitled, “Dividends and Stock Redemptions” is hereby restated asfollows:
6

 
“6.7 Dividends and Stock Redemptions. The Company shall not pay anydividends or purchase, retire, redeem or otherwise acquire for value anyissued and outstanding stock of the Company except as follows:     (a) Dividends. Company may pay dividends to any shareholder ofthe Company, or issue further stock of the Company, provided that in anytwelve (12) calendar month period, the aggregate payment of dividends shallnot exceed Seventeen Million Five Hundred Thousand and No/100 Dollars($17,500,000.00). Compliance with this Subparagraph 6.7(a) shall be testedon the last day of each fiscal quarter of Company and on a trailing twelve(12) calendar month basis, and payment of a dividend shall be deemed incompliance with this Agreement if at the time the dividends were paid, theywould have been permitted under the results of the test most recentlyapplied pursuant to the preceding sentence.     (b) Stock Redemptions. The Company may purchase, retire,redeem or otherwise acquire for value any issued and outstanding stock ofCompany provided that the aggregate amount expended for any stock purchase,retirement or redemption shall not exceed the applicable amounts for theapplicable time periods set forth below:   **Time Period of Stock** **Maximum Amount of****Redemption and Stock** **Permitted Stock Redemption and****Repurchase** **Stock Purchase**From January 1, 2008 toMarch 31, 2008 Not to Exceed $40,000,000.00   From January 1, 2008 toJune 30, 2008 Not to Exceed $45,000,000.00   From January 1, 2008 toSeptember 30, 2008 Not to Exceed $50,000,000.00   From January 1, 2008 toDecember 31, 2008 Not to Exceed $55,000,000.00   From April 1, 2008 toMarch 31, 2009 Not to Exceed $40,000,000.00   From July 1, 2008 toJune 30, 2009 Not to Exceed $40,000,000.00During the calendar year 2008, compliance with this Subparagraph 6.7(b)shall be tested on the last day of each fiscal quarter of the Company and ona calendar year to date basis. Thereafter, compliance with thisSubparagraph
7

 
6.7(b) shall be tested on the last day of each fiscal quarterof the Company and on a trailing twelve (12) calendar month basis. Anystock purchases, redemptions or retirements shall be deemed in compliancewith this Agreement if at the time they were made, they would have beenpermittedunder the results of the applicable test most recently applied pursuant tothe preceding two sentences.”     (t) The first sentence of Section 7.2 entitled, “Tangible Net Worth” is hereby restatedto read as follows:“The Company will maintain at all times a consolidated Tangible Net Worth ofno less than Thirty Million and No/100 Dollars ($30,000,000.00).”     (u) Section 6.8 entitled, “Guaranties” is hereby restated as follows:“6.8 Guaranties. Company shall not, nor allow any Subsidiary, toassume, guaranty, endorse or otherwise be or become directly or contingentlyresponsible or liable for obligations of any Person except (i) guaranties byendorsement of negotiable instruments for deposit or collection in theordinary course of business, (ii) guaranties of loans to its shareholderemployees from third party financial institutions to facilitate acquisitionby said shareholder employees of capital stock of the Company providedwritten consent is obtained from Bank which shall not be unreasonablywithheld, (iii) that certain Guaranty of the Liabilities executed by DiamondManagement & Technology Consultants NA, Inc., an Illinois corporation, (iv)that certain Guaranty of the Liabilities executed by Diamond PartnersLimited, a United Kingdom corporation, and (v) all guaranties of theLiabilities executed by any Subsidiary in accordance with Section 5.13 ofthis Agreement.”     (v) The first paragraph of Section 9.11 entitled, “Submission to Jurisdiction, Waiverof Jury Trial” is hereby restated to read as follows:“TO INDUCE THE BANK TO MAKE THE LOAN EVIDENCED BY THIS AGREEMENT, THE COMPANY IRREVOCABLYAGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OFTHIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE BANK, SHALL BE INSTITUTED AND LITIGATED ONLYAS FOLLOWS: (A) ALL ACTIONS INSTITUTED BY THE COMPANY SHALL ONLY BE INSTITUTED IN COURTSHAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND (B) ALL ACTIONS INSTITUTED BY BANK, SHALLAT BANK’S SOLE DISCRETION, ONLY BE INSTITUTED IN COURTS HAVING SITUS EITHER IN THE CITY OFCHICAGO, ILLINOIS OR THE CITY OF LONDON, ENGLAND AND THE COMPANY HEREBY CONSENTS TO THEJURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS INCHICAGO, 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 THE COMPANY HEREBYWAIVES PERSONAL SERVICE
8

 
OF ANY AND ALL PROCESS, AND CONSENTS THAT ALL SUCH SERVICE OFPROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE BORROWER ATTHE ADDRESS INDICATED IN THE BANK’S RECORDS IN THE MANNER PROVIDED BY APPLICABLESTATUTE, LAW, RULE OF COURT OR OTHERWISE.”     3. **Bank’s Conditions Precedent**. The Bank’s execution of this Agreement and consent toincrease and amend the Loan in accordance with the Borrowing Parties’ Request is conditioned uponreceipt by Bank of the following documents in a form and content acceptable to Bank and its counseland receipt of the payments provided for in Paragraph 4 of this Agreement which shall all bedelivered by 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 2008 Restated Revolving Note in the original principal amount of Twenty Millionand No/100 Dollars ($20,000,000.00) (the “Restated Revolving Note”) executed by the Companyand made payable to the order of Bank;     (c) The Continuing Security Agreement executed by the US Subsidiary in favor of theBank granting a blanket lien to Bank in all of the US Subsidiary’s existing andafter-acquired assets and all proceeds thereof;     (d) UCC-1 Financing Statement from the US Subsidiary as Debtor in favor of the Bank asSecured Party in proper filing form to be filed with the Illinois Secretary of State;     (e) The Guaranty executed by the UK Subsidiary guaranteeing all of the Liabilities (the“UK Subsidiary Guaranty”);     (f) The Charge of Deposit to be executed by the UK Subsidiary to secure its obligationsunder the UK Subsidiary Guaranty (the “UK Charge of Deposit”);     (g) An opinion of counsel for the UK Subsidiary in favor of the Bank in connection withthe UK Subsidiary Guaranty and the UK Charge of Deposit;     (h) Assistant Secretary’s Certificate for Company with attached corporate resolutionand complete copy of By-Laws, as may be amended to date;     (i) Assistant Secretary’s Certificate for the US Subsidiary with attached corporateresolution and complete copy of By-Laws, as may be amended to date;     (j) Assistant Secretary’s Certificate for the UK Subsidiary with attached corporateresolution and 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;
9

 
     (l) Certificate of Qualification To Do Business of Company in Illinois issued by theIllinois Secretary of State;     (m) Certificate of Good Standing issued by the Illinois Secretary of State for the USSubsidiary;     (n) Certified organizational documents and Certificate of Good Standing issued by theapplicable United Kingdom authority for the UK Subsidiary; and     (o) 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. **Amendment of US Subsidiary Guaranty****.**The US Subsidiary guaranty is hereby amendedas follows:     (a) The second paragraph on Page 7 of the US Subsidiary Guaranty is hereby restated toread as follows:“GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICTCOURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING INCHICAGO, ILLINOIS AND OF THE HIGH COURT OF ENGLAND AND WALES SITTING IN LONDON, ENGLAND ANDFOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY(INCLUDING WITHOUT LIMITATION ANY OF THE OTHER LOAN DOCUMENTS) OR THE TRANSACTIONSCONTEMPLATED HEREBY. GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,ANY OBJECTION WHICH GUARANTOR MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANYSUCH PROCEEDING BROUGHT IN SAID COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT INSUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.”     (b) This Guaranty is secured by that certain Continuing Security Agreement executed bythe US Subsidiary in favor of the Bank dated as of March 31, 2008, granting a blanket liento Bank in all of the US Subsidiary’s existing and after-acquired assets and all proceedsthereof.     6. **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.
10

 
     7. **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 this Agreement. All references herein to any of the Loan Documents shall beunderstood to be to the Loan Documents as modified hereby. All references in any of the LoanDocuments to any other one or more of the Loan Documents shall hereafter be deemed to be to suchdocument(s) as modified hereby. All references in any of the Loan Documents tothe Existing Revolving Note shall hereafter be deemed to be references to the RestatedRevolving Note.     8. **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.     9. **No Custom**. Except as expressly provided herein, this Agreement shall not establisha custom or waive, limit or condition the rights and remedies of Bank under the Loan Documents, allof which rights and remedies are expressly reserved.     10. **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.     11. **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.     12. **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 an Default and/or 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.     13. **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 orunenforceable, the remainder of this Agreement will not be affected thereby and the provisions ofthis Agreement shall be severable in any such instance.     TO INDUCE THE BANK TO INCREASE AND AMEND THE LOAN AND THE LOAN
11

 
DOCUMENTS IN ACCORDANCE WITHTHIS AGREEMENT, EACH OF THE BORROWING PARTIES IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLYOR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE BANK,SHALL BE INSTITUTED AND LITIGATED ONLY AS FOLLOWS: (A) ALL ACTIONS INSTITUTED BY THE COMPANYAND/OR THEUS SUBSIDIARY SHALL ONLY BE INSTITUTED IN COURTS HAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND(B) ALL ACTIONS 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)**
12

 
     **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:**