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                                                                   Exhibit 10.20

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                                 LEASE AGREEMENT



                       Landlord: HEWITT PROPERTIES III LLC


                          Tenant: HEWITT ASSOCIATES LLC



                              as of April 22, 1999




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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                            <C>
1.   [Reserved].............................................................................     1
2.   Term and Occupancy.....................................................................     1
3.   Rent...................................................................................     1
4.   Use....................................................................................     2
5.   Maintenance, Repairs and Replacements..................................................     2
6.   Alterations............................................................................     3
7.   Signs..................................................................................     4
8.   Utilities and Services.................................................................     4
9.   Compliance with Law....................................................................     4
10.  Landlord's Title, Authority and Quiet Enjoyment; Tenant's Authority....................     5
11.  Subordination..........................................................................     5
12.  Assignment and Sublease................................................................     5
13.  Lease Extension........................................................................     7
14.  Impositions............................................................................     7
15.  Insurance..............................................................................     9
16.  Destruction and Restoration............................................................    10
17.  Condemnation...........................................................................    12
18.  Default by Tenant......................................................................    15
19.  Landlord's Remedies....................................................................    16
20.  Notices................................................................................    17
21.  Brokerage..............................................................................    18
22.  Estoppel...............................................................................    18
23.  Hazardous Substances...................................................................    18
24.  Surrender..............................................................................    20
25.  Liens..................................................................................    20
26.  Interest...............................................................................    21
27.  Inspections............................................................................    21
28.  Transfer of Landlord's Interest........................................................    21
29.  Indemnity..............................................................................    21
30.  Modification of Lease..................................................................    22
31.  Choice of Law and Interpretation.......................................................    22
32.  Independent Covenant; Net Lease........................................................    22
33.  Entry by Landlord......................................................................    23
34.  Survival of Obligations................................................................    23
35.  Option to Purchase Demised Premises....................................................    23
36.  No Merger..............................................................................    24
</TABLE>

Exhibit A - Legal Description
Exhibit B - Schedule of Rents

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         THIS LEASE AGREEMENT (this "Lease") is made as of the 22nd day of
April, 1999 between HEWITT PROPERTIES III LLC, an Illinois limited liability
company, having its principal office at 100 Half Day Road, Lincolnshire,
Illinois 60069 (the "Landlord"), and HEWITT ASSOCIATES LLC, an Illinois limited
liability company, having its principal office at 100 Half Day Road,
Lincolnshire, Illinois 60069 (the "Tenant").

                              W I T N E S S E T H:

Landlord, for and in consideration of the rents, covenants and agreements
hereinafter set forth on the part of Tenant to be paid, kept, observed and
performed does hereby lease unto Tenant, and Tenant does hereby take subject to
the conditions herein expressed, all those parcels of land consisting of
approximately 43 acres situated in Lincolnshire, Illinois, County of Lake and
legally described on Exhibit A attached hereto and made a part hereof (the
"Land"), together with all improvements located on or constructed thereon by
Landlord, which are hereinafter called "Landlord's Improvements." Landlord's
Improvements and all other improvements, machinery, building equipment, fixtures
and other property, real, personal or mixed (except Tenant's trade fixtures),
installed or located thereon, together with all additions, alterations and
replacements thereof are herein collectively, the "Improvements". The Land and
the Improvements are hereinafter collectively referred to as the "Demised
Premises." The parties acknowledge that contemporaneously herewith, Landlord is
issuing $40,000,000 of its Secured Credit Tenant Notes due 2014 (the "Notes")
pursuant to a Note Purchase Agreement (the "Note Agreement") which Notes and
obligations are secured in substantial part by the Lease. Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Note
Agreement.

         1.   [Reserved]

         2. Term and Occupancy. The term of this Lease shall commence on the
date hereof (the "Commencement Date"), and shall end on the date which is the
twentieth (20th) anniversary of the Rent Commencement Date (the "Expiration
Date"), unless the term be extended or earlier terminated as provided herein.

         3.   Rent.

              A.  The annual base rental (the "Base Rent") is set forth on the
         Schedule of Rents attached hereto as Exhibit B. Base Rent shall be paid
         monthly, in arrears, in equal installments (except the first
         installment which is prorated), without offset or deduction commencing
         May 22, 1999 (the "Rent Commencement Date") and on the 22nd day of each
         month through the Expiration Date. Until advised in writing to the
         contrary by Landlord, Tenant shall pay all Base Rent, Additional Rent
         and all other amounts due Landlord hereunder to Harris Trust and
         Savings Bank, 311 West Monroe Street, Chicago, Illinois 60606, Attn:
         Indenture Trust Division.

         B.   Tenant at its option, upon notice as provided below may prepay
Base Rent, if in part, then in an amount sufficient to allow Landlord to prepay
the Notes in an aggregate principal

<PAGE>

amount of $5,000,000 or integral multiples of $100,000 in excess thereof,
together with accrued interest thereon, plus the Make-Whole Amount.

         Notice of prepayment of Base Rent shall be given to Landlord not less
than thirty (30) nor more than sixty (60) days before the date fixed for
prepayment (the "Optional Prepayment Date") and shall be accompanied by
certificate of Tenant certifying as to: (i) the Optional Prepayment Date, (ii)
the aggregate amount to be paid on such Optional Prepayment Date, (iii) the
portion thereof allocable to the prepayment of principal of the Notes by
Landlord, and (iv) the portion thereof allocable to payment of accrued interest
and Make-Whole Amount that Landlord would be required to pay if such prepayment
were made on the date notice is being given hereunder together with the detailed
calculations used in determining the Make-Whole Amount. In addition, promptly
upon becoming able to calculate the portion of the prepayment allocable to
Make-Whole Amount, Tenant shall provide notice to Landlord of its determination
of the amount of such portion. Any notice of prepayment so given, Tenant shall
be obligated to pay Landlord on such Optional Prepayment Date the amount
referred to above. Nothing in this paragraph shall relieve Tenant of its
obligation to pay accrued rent due and payable on any Optional Prepayment Date.

         C.  Upon any prepayment of Base Rent as provided herein or as required
under the Note Agreement, each installment of rent payable during the term shall
be reduced pro rata.

         4.  Use.

         The Demised Premises shall be used and occupied by Tenant as office and
parking space (the "Tenant's Use"). Landlord represents that the Demised
Premises are currently zoned to permit general office and parking use. In
addition, Tenant may use all or any part of the Demised Premises for any lawful
purpose incidental to Tenant's Use then permitted by local zoning ordinances and
the certificate of occupancy provided, however, Tenant may not use or occupy the
Demised Premises, or permit the Demised Premises to be used or occupied in such
a manner as to cause the value or usefulness of the Demised Premises, or any
part thereof, substantially to diminish.

         5.  Maintenance, Repairs and Replacements. During the term of this
Lease, Tenant shall, at Tenant's sole expense, keep the Demised Premises in good
working order, condition and repair as a first class office complex and in
compliance with all applicable laws and shall perform all maintenance thereof
and all necessary repairs and replacements thereto, interior and exterior,
structural and nonstructural, ordinary and extraordinary, foreseen or
unforeseen, of every nature, kind and description. When used in this paragraph,
"repairs" shall include all necessary replacements, renewals, alterations,
additions and betterments. If Tenant cannot keep the Demised Premises or any
portion thereof in good working order, condition and repair, then Tenant shall
replace the same in a first-class manner. Tenant shall comply with manufacturers
recommended schedules for warranty work. All repairs and replacements made by
Tenant shall be at least equal in quality to the original work and shall be made
by Tenant in accordance with all applicable laws. The necessity for or adequacy
of maintenance, repairs and

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replacements shall be measured by the standards which are appropriate for
improvements of similar first class office construction.

         6.  Alterations.

         A.  Tenant shall have the right to make any alterations of and
additions to the Improvements (including alterations arising due to casualty or
condemnation), provided in all cases that no Events of Default exist hereunder
and such alterations shall (a) not reduce the gross square footage of the
Improvements, (b) not adversely affect the structural or systemic soundness of
the Improvements, (c) not adversely affect the fair market value of the Demised
Premises, (d) be undertaken with due diligence in a good and workmanlike fashion
consistent with the first class nature of the Demised Premises, (e) not violate
any law, regulation, restriction or requirements of this Lease, and (f) shall,
in the case of alterations, the estimated cost of which exceeds $1,000,000, be
under the supervision of architects/engineers reasonably satisfactory to
Landlord and any mortgagee pursuant to plans and specifications reasonably
approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as
built" working drawings of any alteration within sixty (60) days of completion
of construction thereof.

         B.  The cost of any alteration shall be paid for by Tenant so that the
Demised Premises and all portions thereof shall at all times be free of liens
for labor and materials supplied to the Demised Premises. The work of any
alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and
maintain, at its sole cost and expense, during the performance of such work,
worker's compensation insurance covering all persons employed in connection with
the work and with respect to which death or injury claims could be asserted
against Landlord or Tenant or against the Demised Premises or any interest
therein, together with comprehensive general liability insurance for the mutual
benefit of Landlord and Tenant with limits of not less than Three Million
Dollars ($3,000,000) in the event of injury to one person, Ten Million
($10,000,000) Dollars in respect to any one accident or occurrence, and Two
Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance
on a completed value form or other comparable coverage on the work. All such
insurance shall be in a company or companies authorized to do business in the
state in which the Demised Premises are located and rated A-XIII by A.M. Best's
insurance ratings or other comparable and nationally recognized rating entity,
and all such policies of insurance shall be delivered to Landlord endorsed
"Premium Paid" by the company or agency issuing the same prior to the start of
any such construction.

         C.  No change, alteration, restoration or new construction shall be in
or connect the Improvements with any property, building or other improvement
located outside the boundaries of the Land, nor shall the same obstruct or
interfere with any existing easement.

         D.  Tenant shall notify Landlord in writing 30 days prior to commencing
any alterations, additions or improvements to the Demised Premises which have
been approved by Landlord so that Landlord shall have the right to record and
post notices of nonresponsibility on the Demised Premises.

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         E.  All improvements and alterations made or installed by Tenant shall
immediately, upon completion or installation thereof, become the property of
Landlord without payment therefor by Landlord, and shall be surrendered to
Landlord on the expiration of the term of this Lease.

         7.  Signs. Tenant may install, at its expense, signs containing
Tenant's name at the Demised Premises, provided that such signs (a) do not cause
any structural or other damage to the Demised Premises; (b) do not violate
applicable governmental laws, ordinances, rules or regulations; (c) do not
violate any existing restrictions affecting the Demised Premises; and (d) are
compatible with the architecture of the Demised Premises and the landscaped
areas.

         8.  Utilities and Services.

         A.  Tenant shall contract for and pay directly for the cost of usage of
all utilities including all charges for water, heat, gas, light, garbage,
electricity, telephone, data, sewage, steam, power or other public or private
utility services. In the event that any charge or fee is required by the state
in which the Demised Premises are located, or any city or other agency,
subdivision, or instrumentality thereof, or by any utility company furnishing
services or utilities to the Demised Premises, as a condition precedent to
furnishing or continuing to furnish utilities or services to the Demised
Premises, such charge or fee shall be deemed to be a utility charge payable by
Tenant.

         B.  Tenant acknowledges that any one or more of the services provided
for herein may be interrupted or suspended by reason of accident, repair,
alterations or improvements necessary to be made, strike, lockout, misuse or
neglect by Tenant or Tenant's agents, employees or invitees, or by shortages of
fuel or other energy supplies to be provided by public or private utilities or
suppliers or by other matters, and Landlord shall not be liable to Tenant
therefor, nor shall Tenant have any right to terminate the Lease or other rights
(including but not limited to any reduction or abatement of rent) against
Landlord in the event of a failure, interruption or suspension of any of the
aforesaid services.

         9.  Compliance with Law. Tenant shall throughout the term of this
Lease, at Tenant's sole cost and expense, comply with or remove or cure any
violation of any applicable laws, orders, statutes, ordinances, rules,
regulations and requirements of federal, state and municipal governments,
including, without limitation, any applicable laws, orders, statutes,
ordinances, rules, regulations and requirements of any federal, state or local
government relating to occupational safety and health (collectively, the "OSHA
Regulations"), all applicable rules and regulations of the Board of Fire
Underwriters and any requirements of the certificate of occupancy or any permit
with respect to the Demised Premises and the sidewalks, curbs, roadways, alleys,
entrances or railroad track facilities, if any, adjacent or appurtenant thereto,
and whether the compliance, curing or removal of any such violation and the
costs and expenses necessitated thereby shall have been foreseen or unforeseen,
ordinary or extraordinary, and whether or not the same shall be presently within
the contemplation of Landlord or Tenant or shall involve any change of
governmental policy, or require structural or extraordinary repairs, alterations
or additions by Tenant and irrespective of the costs thereof. Tenant, at its
sole cost

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and expense, shall comply with all agreements, contracts, easements,
restrictions, reservations or covenants, if any, affecting the Demised Premises
or hereafter created by, consented to, or requested by Tenant or Landlord.
Tenant shall also comply with, observe and perform all provisions and
requirements of all policies of insurance at any time in force with respect to
the Demised Premises and shall comply with all development permits issued by
governmental authorities issued in connection with development of the Demised
Premises. Tenant shall procure and maintain all permits and licenses required
for the transaction of Tenant's business at the Demised Premises.

         10. Landlord's Title, Authority and Quiet Enjoyment; Tenant's
             Authority.

         A.  [Reserved]

         B.  So long as Tenant performs each and every term, provision and
condition herein contained on the part of Tenant to be kept and performed,
Tenant shall peacefully and quietly enjoy the Demised Premises without hindrance
or molestation by Landlord or by any other person claiming by, through or under
Landlord, subject to the terms of the Lease.

         C.  Tenant represents and warrants that it has full and complete
authority to enter into this Lease under all of the terms, conditions and
provisions set forth herein.

         D.  Tenant hereby approves the condition of Landlord's title to the
Demised Premises. This Lease shall be subject to all easements, covenants,
conditions and restrictions presently existing or hereafter created upon the
Demised Premises; provided, however, Landlord shall not permit or cause any
easements, covenants, restrictions, conditions or other changes in Landlord's
title which would materially and adversely impact Tenant's Use.

         11. Subordination. The priority of this Lease and the leasehold estate
of Tenant created hereunder are and shall be subject and subordinate to the lien
of any mortgage, deed of trust, sale-leaseback, ground lease or similar
encumbrance, whether such encumbrance is placed against the fee or leasehold
estate, affecting the Demised Premises and to all renewals, modifications,
consolidations, replacements and extensions thereof, and advances thereunder.
Tenant agrees at any time hereafter, upon demand, to execute and deliver any
instruments, releases or other documents that may reasonably be required for the
purpose of subjecting and subordinating this Lease, as above provided, to the
lien of any such mortgage, deed of trust, ground lease, sale-leaseback or
similar encumbrance in a form reasonably acceptable to Tenant and the holder of
such mortgage or instrument.

         12. Assignment and Sublease. Provided there are no Events of Defaults
hereunder or under the Note Agreement, as defined herein and therein, Tenant may
assign this Lease or sublease all or any portion of the Demised Premises subject
to the terms hereof.

         Tenant shall not assign this Lease without the exclusive prior written
consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may
assign this Lease to any person which is a successor to Tenant as permitted by
the terms of the Note Agreement.

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         If this Lease is assigned, Lessor may collect Base Rent and Additional
Rent directly from such assignee. If any part of the Demised Premises is sublet
and any Event of Default exists hereunder, Landlord may collect Base Rent and
Additional Rent from such subtenant.

         Any assignment or sublease shall require the assignee or subtenant to
comply with all terms of this Lease except for any sublease term, which shall be
at Tenant's discretion (but in no event extend beyond the term of this Lease),
and a duplicate original of such sublease or assignment shall be delivered to
Landlord at least ten (10) days prior to the commencement of such sublease or
assignment.

         Any assignee shall assume, by instrument in form and content
satisfactory to Landlord, the due performance of all of Tenant's obligations
under this Lease, including any accrued obligations at the time of the effective
date of the assignment, and such assumption agreement shall state that the same
is made by the assignee for the express benefit of Landlord as a third party
beneficiary thereof.

         Each sublease permitted hereby shall be subject and subordinate to all
of the terms, covenants and conditions of this Lease and to all of the rights of
Landlord hereunder; and in the event this Lease shall terminate before the
expiration of such sublease, the sublessee thereunder will, at Landlord's
option, attorn to Landlord and waive any rights the sublessee may have to
terminate the sublease or to surrender possession thereunder, as a result of the
termination of this Lease. No sublease shall be permitted hereby unless as a
condition to effectiveness thereof, Tenant shall have assigned to Landlord and
Landlord shall have effectively assigned to mortgagee such sublease.

         Tenant agrees to pay on behalf of Landlord any and all costs of
Landlord or otherwise occasioned by such assignment or subletting, including
without limitation, the cost of any alteration, addition, improvement or other
renovation or refurbishment to the Demised Premises made in connection with such
assignment or subletting and any cost imposed by any governmental authority in
connection with any of the foregoing.

         No assignment or sublease shall be made unless any guarantor of the
Tenant's obligations or any party responsible for Tenant's obligations shall
give its written consent to such assignment or sublease and confirm that its
obligations shall not be affected by such assignment or sublease, and, provided,
further, that if any modification to the Lease is proposed to be made after such
assignment or sublease, then, at Landlord's or mortgagee's option, all prior
assignors and sublessors, and all such obligated parties, shall be required to
confirm in writing their approval of such modification, and that their
obligations continue as to the Lease as so modified.

         No assignment or subletting under this paragraph shall relieve Tenant
(or any guarantor of Tenant's obligations under the Lease or any assignee) of
its obligations hereunder. Any assignment or subletting of this Lease which is
not in compliance with the provisions of this paragraph shall be of no effect
and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign
or otherwise encumber its interest in the Lease or the Demised Premises.

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<PAGE>

     Notwithstanding anything contained in this Lease to the contrary and
notwithstanding any consent by Landlord to any sublease of the Demised Premises,
or any portion thereof, or to any assignment of this Lease or of Tenant's
interest or estate in the Demised Premises, no sublessee shall assign its
sublease nor further sublease the Demised Premises, or any portion thereof, and
no assignee shall further assign or sublet its interest in this Lease or its
interest or estate in the Demised Premises, or any portion thereof, without
Landlord's prior written consent in each and every instance which consent may be
withheld or delayed as above provided. No such further assignment or subleasing
shall relieve Tenant from any of Tenant's obligations in this Lease contained.

     13.  Lease Extension. If this Lease shall not have been terminated pursuant
to any provisions hereof and no Events of Default exist hereunder or under the
Note Agreement, then Tenant may, at Tenant's option, extend the term of this
Lease for two (2) successive additional terms of five (5) years each (each an
"Extension Term," collectively the "Extension Terms") commencing on the
expiration of the original term, or the immediately preceding Extension Term, as
the case may be. Tenant may exercise such option by giving Landlord written
notice at least six (6) months prior to the expiration of the original term or
the immediately preceding Extension Term, as the case may be. Upon the giving by
Tenant to Landlord of such written notice and the compliance by Tenant with the
foregoing provisions of this paragraph, this Lease shall be deemed to be
automatically extended upon all the covenants, agreements, terms, provisions and
conditions set forth in this Lease, except that Base Rent for each such
Extension Term shall be the then fair market value for the Demised Premises.

     14.  Impositions.

     A.   Tenant covenants and agrees to pay during the term of this Lease, as
Additional Rent, before any fine, penalty, interest or cost may be added thereto
for the nonpayment thereof, all real estate taxes, special assessments, water
rates and charges, sewer rates and charges, including any sum or sums payable
for present or future sewer or water, charges for public utilities, street
lighting, excise levies, licenses, permits, inspection fees, other governmental
charges, and all other charges or burdens of whatsoever kind and nature
(including costs, fees, and expenses of complying with any restrictive covenants
or similar agreements to which the Demised Premises are now or hereafter
subject) incurred in the use, occupancy, ownership, operation, leasing or
possession of the Demised Premises, without particularizing by any known name or
by whatever name hereafter called, and whether any of the foregoing be general
or special, ordinary or extraordinary, foreseen or unforeseen (all of which are
sometimes herein referred to as "Impositions"), which at any time during the
term may have been or may be assessed, levied, confirmed, imposed upon, or
become a lien on the Demised Premises, or any portion thereof, or any
appurtenance thereto, rents or income therefrom, and such easements or rights as
may now or hereafter be appurtenant or appertain to the use of the Demised
Premises.

     B.   If, at any time during the term of this Lease, any method of taxation
shall be such that there shall be levied, assessed or imposed on Landlord, or on
the Basic Rent or Additional Rent, or on the Demised Premises or on the value of
the Demised Premises, or any portion

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thereof, a capital levy, sales or use tax, gross receipts tax or other tax on
the rents received therefrom, or a franchise tax, or an assessment, levy or
charge measured by or based in whole or in part upon such rents or value, Tenant
covenants to pay and discharge the same, it being the intention of the parties
hereto that the rent to be paid hereunder shall be paid to Landlord absolutely
net without deduction or charge of any nature whatsoever foreseeable or
unforeseeable, ordinary or extraordinary, or of any nature, kind or description,
except as in this Lease otherwise expressly provided. Nothing in this Lease
contained shall require Tenant to pay any municipal, state or federal net income
or excess profits taxes assessed against Landlord, or any municipal, state or
federal capital levy, estate succession, inheritance or transfer taxes of
Landlord.

     C.   Tenant covenants to furnish Landlord, on or before the date upon which
any Imposition or other tax, assessment, levy or charge is due and payable,
official receipts of the appropriate taxing authority, or other appropriate
proof satisfactory to Landlord, evidencing the payment of the same.

     D.   Tenant shall have the right at its own expense to contest the amount
or validity, in whole or in part, of any Imposition by appropriate proceedings
diligently conducted in good faith, but only after payment of such Imposition,
unless such payment, or a payment thereof under protest, would operate as a bar
to such contest or interfere materially with the prosecution thereof, in which
event, notwithstanding the provisions hereof, Tenant may postpone or defer
payment of such Imposition if the Demised Premises or any portion thereof would,
by reason of such postponement or deferment, be in danger of being forfeited or
lost. Upon the termination of any such proceedings, Tenant shall pay the amount
of such Imposition or part thereof, if any, as finally determined in such
proceedings, the payment of which may have been deferred during the prosecution
of such proceedings, together with any costs, fees, including attorney's fees,
interest, penalties, fines and other liability in connection therewith. Tenant
shall be entitled to the refund of any Imposition, penalty, fine and interest
thereon received by Landlord which have been paid by Tenant or which have been
paid by Landlord but for which Landlord has been previously reimbursed in full
by Tenant. Landlord shall not be required to join in any proceedings referred to
in this paragraph unless the provisions of any law, rule or regulation at the
time in effect shall require that such proceedings be brought by or in the name
of Landlord, in which event Landlord shall join in such proceedings or permit
the same to be brought in Landlord's name upon compliance with such conditions
as Landlord may reasonably require. Landlord shall not ultimately be subject to
any liability for the payment of any fees, including attorney's fees, costs and
expenses in connection with such proceedings. Tenant agrees to pay all such fees
(including reasonable attorney's fees), costs and expenses or, on demand, to
make reimbursement to Landlord for such payment.

     15.  Insurance.

     A.   During the term of this Lease, during any extension thereof, and
during any holdover period, Tenant shall at its cost and expense procure and
keep in force a policy of comprehensive public liability insurance, with limits
of not less than $5,000,000 for injury to any one person, $25,000,000 as to any
one accident, and $3,000,000 as to property damage, all on a

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per occurrence basis which policy shall name Landlord and Landlord's mortgagee,
if any, as additional insureds. Certified copies of such insurance shall be
delivered to Landlord prior to the Commencement Date and shall provide that same
may not be canceled, modified or lowered in amounts without prior written notice
of not less than thirty (30) days to Landlord and Landlord's mortgagee.
Notwithstanding the foregoing, Tenant may insure the foregoing risks under its
blanket policy. Any such liability insurance shall contain a contractual
liability endorsement covering Tenant's indemnification obligations under this
Lease.

     B.   During the term of this Lease and any extension thereof, Tenant, at
its sole cost and expense, shall obtain and continuously maintain in full force
and effect, policies of insurance covering the Improvements constructed,
installed or located on the Demised Premises naming the Landlord, as an
additional insured and loss payee and Landlord's mortgagee, if any, as
mortgagee, against (a) loss or damage by fire; (b) loss or damage from such
other risks or hazards now or hereafter embraced by an "Extended Coverage
Endorsement," or broadest form of "all risk" coverage including, but not limited
to, windstorm, hail, explosion, vandalism, riot and civil commotion, damage from
vehicles, smoke damage, water damage and debris removal; (c) loss for flood; (d)
loss from so-called explosion, collapse and underground hazards; and (e) loss or
damage from such other risks or hazards of a similar or dissimilar nature which
are now or may hereafter be customarily insured against with respect to
improvements similar in construction, design, general location, use and
occupancy to the Improvements. At all times, such insurance coverage shall be in
an amount equal to 100% of the then "full replacement cost" of the Improvements.
"Full Replacement Cost" shall be interpreted to mean the cost of replacing the
improvements without deduction for depreciation or wear and tear, and it shall
include a reasonable sum for architectural, engineering, legal, administrative
and supervisory fees connected with the restoration or replacement of the
Improvements in the event of damage thereto or destruction thereof. If a
sprinkler system shall be located in the Improvements, sprinkler leakage
insurance shall be procured and continuously maintained by Tenant at Tenant's
sole cost and expense. Tenant shall cause to be inserted in the policy of
insurance required by this paragraph a so-called "waiver of subrogation" clause
as to Landlord and Landlord's insurer.

     C.   During the term of this Lease and any extension thereof, Tenant shall
maintain Workman's Compensation Insurance in accordance with the laws of the
State of Illinois.

     D.   Tenant shall maintain insurance coverage (including loss of use and
business interruption coverage) upon Tenant's business and upon all personal
property of Tenant or the personal property of others kept, stored or maintained
on the Demised Premises against loss or damage by fire, windstorm or other
casualties or causes for such amount as Tenant may desire, and Tenant agrees
that such policies shall contain a waiver of subrogation clause as to Landlord
and Landlord's insurer.

     Nothing in this paragraph shall prevent Tenant from taking out insurance of
the kind and in the amount provided for under the preceding paragraphs of this
paragraph under a blanket insurance policy or policies (certified copies thereof
reasonably satisfactory to Landlord shall be delivered to Landlord) which may
cover other properties owned or operated by Tenant as well as the Demised
Premises; provided, however, that any such policy of blanket insurance of the
kind

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provided for shall specify therein the amounts thereof exclusively allocated to
the Demised Premises or Tenant shall furnish Landlord and the holder of any fee
mortgage with a written statement from the insurers under such policies
specifying the amounts of the total insurance exclusively allocated to the
Demised Premises; and provided, further, however, that such policies of blanket
insurance shall, as respects the Demised Premises, contain the various
provisions required of such an insurance policy by the foregoing provisions
hereof.

     E.   Tenant shall deliver certified copies of all such insurance to
Landlord prior to the Commencement Date hereof and certified copies and evidence
of payment for all renewal coverage not less than ten (10) days prior to the
expiration of any such insurance. Such policies shall provide (except in case of
general liability insurance) for losses up to $1,000,000 to be adjusted by and
paid to Tenant and losses equal to or in excess of $1,000,000 shall be adjusted
by Tenant subject to the reasonable approval of Landlord and any mortgagee, and,
while the Notes are outstanding, paid to the Agent.

     F.   Tenant hereby releases Landlord (and Landlord's assignees, employees,
agents and servants) and waives any claims it may have against Landlord from any
liability for damage to or destruction of Tenant's trade fixtures, personal
property (including also property under the care, custody, or control of
Tenant), machinery, equipment, furniture, fixtures and business interests on the
Premises, except arising from Landlord's gross negligence. This paragraph shall
apply especially, but not exclusively, to damage or destruction caused by the
flooding of basements or other subsurface areas, or by refrigerators, sprinkling
devices, air conditioning apparatus, water, snow, frost, steam, excessive heat
or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the
bursting or leaking of pipes or plumbing fixtures, and shall apply equally,
whether any such damage results from the act or omission of other tenants or
occupants in the Premises or any other persons, and whether such damage be
caused by or result from any of the aforesaid, or shall be caused by or result
from other, circumstances of a similar or dissimilar nature.

     16.  Destruction and Restoration.

     A.   Tenant covenants and agrees that in case of damage to or destruction
of the Demised Premises after the Commencement Date of the term of this Lease,
by fire or otherwise, Tenant, at its sole cost and expense, shall promptly
restore, repair, replace and rebuild the same as nearly as possible to the
condition that the same were in immediately prior to such damage or destruction
with such changes or alterations (made in conformity with paragraph 6 hereof) as
may be reasonably acceptable to Landlord or required by law. Tenant shall
forthwith give Landlord written notice of such damage or destruction upon the
occurrence thereof and specify in such notice, in reasonable detail, the extent
thereof. Such restoration, repairs, replacements, rebuilding, changes and
alterations, including the cost of temporary repairs for the protection of the
Demised Premises, or any portion thereof, pending completion thereof are
sometimes hereinafter referred to as the "Restoration." The Restoration shall be
carried on and completed in accordance with the provisions and conditions of
this Lease including but not limited to paragraphs 5, 6, 9, and 16 hereof.
Tenant shall, at Tenant's expense, regardless of whether there are sufficient
insurance proceeds therefor, promptly commence and complete with all due

                                       10

<PAGE>

diligence the Restoration to as nearly as possible the condition which existed
prior to such damage or destruction.

     B.   All insurance moneys held by Agent, shall be applied to the payment of
the costs of the Restoration and shall be paid out from time to time as the
Restoration progresses upon the written request of Tenant, accompanied by a
certificate of the architect or a qualified professional engineer in charge of
the Restoration stating that as of the date of such certificate (a) the sum
requested is justly due to the contractors, subcontractors, materialmen,
laborers, engineers, architects, or persons, firms or corporations furnishing or
supplying work, labor, services or materials for such Restoration, or is justly
required to reimburse Tenant for any expenditures made by Tenant in connection
with such Restoration, and when added to all sums previously paid out by
Landlord does not exceed the value of the Restoration performed to the date of
such certificate by all of said parties; (b) except for the amount, if any,
stated in such certificates to be due for work, labor, services or materials,
there is no outstanding indebtedness known to the person signing such
certificate, after due inquiry, which is then due for work, labor, services or
materials in connection with such Restoration, which, if unpaid, might become
the basis of a mechanic's lien or similar lien with respect to the Restoration
or a lien upon the Demised Premises, or any portion thereof; and (c) the costs,
as estimated by the person signing such certificate, of the completion of the
Restoration required to be done subsequent to the date of such certificate in
order to complete the Restoration do not exceed the sum of the remaining
insurance moneys, remaining in the hands of Landlord or Agent, if applicable,
after payment of the sum requested in such certificate.

     As a condition to payment, Tenant shall furnish Landlord or Agent, if
applicable, at the time of any such payment with evidence reasonably
satisfactory to Landlord or Agent, if applicable, that there are no unpaid bills
in respect to any work, labor, services or materials performed, furnished or
supplied in connection with such Restoration. If the insurance moneys in the
hands of Landlord, shall be insufficient to pay the entire costs of the
Restoration, Tenant agrees to pay any deficiency promptly. Tenant shall continue
to be liable for full payment of Base Rent, Additional Rent and any other
amounts due and payable hereunder. Upon completion of the Restoration and
payment in full thereof by Tenant, Landlord or Agent, if applicable, shall
within a reasonable period of time thereafter, turn over to Tenant all insurance
moneys or other moneys then remaining upon submission of proof reasonably
satisfactory to Landlord or Agent, if applicable, that the Restoration has been
paid for in full and the damaged or destroyed Improvements repaired, restored or
rebuilt as nearly as possible to the condition they were in immediately prior to
such damage or destruction, or with such changes or alterations as may be made
in conformity with the terms hereof.

     C.   No destruction of or damage to the Demised Premises, or any portion
thereof, by fire, casualty or otherwise shall permit Tenant to surrender this
Lease or shall relieve Tenant from its liability to pay to Landlord the Base
Rent and Additional Rent payable under this Lease or from any of its other
obligations under this Lease, and Tenant waives any rights now or hereafter
conferred upon Tenant by present or future law or otherwise to quit or surrender
this Lease or the Demised Premises, or any portion thereof, to Landlord or to
any suspension, diminution, abatement or reduction of rent on account of any
such damage or destruction.

                                       11

<PAGE>

     17.  Condemnation.

     A.   If, during the term of this Lease, the entire Demised Premises shall
be taken as the result of the exercise of the power of eminent domain,
condemnation or a deed in lieu of the foregoing (a "Taking"), this Lease and all
right, title and interest of Tenant hereunder shall cease and come to an end on
the date of vesting of title pursuant to such Taking and Landlord shall be
entitled to and shall receive the total award made in such Taking, Tenant hereby
assigning any interest in such award, damages, consequential damages and
compensation to Landlord and Tenant hereby waiving any right Tenant has now or
may have under present or future law to receive any separate award of damages
for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease.

     In any Taking of the Demised Premises, or any portion thereof, whether or
not this Lease is terminated as in this paragraph provided, Tenant shall not be
entitled to any portion of the award for the Taking of the Demised Premises or
damage to the Improvements, except as otherwise provided herein with respect to
the restoration of the Improvements, or for the estate or interest of Tenant
therein, all such award, damages, consequential damages and compensation being
hereby assigned to Landlord, and Tenant hereby waives any right it now has or
may have under present or future law to receive any separate award of damages
for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease, except that Tenant shall have, nevertheless, the limited
right to prove in the Taking and to receive any award which may be made for
damages to or condemnation of Tenant's movable trade fixtures and equipment, and
for Tenant's relocation costs in connection therewith.

     B.   If, less than the entire Demised Premises, but more than 15% of the
floor area of the Improvements, or more than 50% of the Land, shall be taken in
any such Taking, this Lease shall, upon vesting of title in the Taking,
terminate as to the portion of the Demised Premises so taken, and Tenant may, at
its option, terminate this Lease as to the remainder of the Demised Premises.
Tenant shall not have the right to terminate this Lease pursuant to the
preceding sentence unless (a) the business of Tenant conducted in the portion of
the Demised Premises taken cannot reasonably be carried on with substantially
the same utility and efficiency in the remainder of the Demised Premises (or any
substitute space securable by Tenant pursuant to clause [b] hereof) and (b)
Tenant cannot construct or secure substantially similar space to the space so
taken, on the Demised Premises. Such termination as to the remainder of the
Demised Premises shall be effected by notice in writing given not more than 60
days after the date of vesting of title in such Taking, and shall specify a date
not more than 60 days after the giving of such notice as the date for such
termination. Upon the date specified in such notice, the term of this Lease, and
all right, title and interest of Tenant hereunder, shall cease and come to an
end. If this Lease is terminated as in this paragraph 17B provided, Landlord
shall be entitled to and shall receive the total award made in such Taking,
Tenant hereby assigning any interest in such award, damages, consequential
damages and compensation to Landlord, and Tenant hereby waiving any right Tenant
has now or may have under present or future law to receive any separate award of
damages for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease except as otherwise provided in paragraph 17A. The right
of Tenant to terminate this

                                       12

<PAGE>

Lease, as provided in this paragraph 17B, shall be exercisable only upon
condition that no Event of Default exist hereunder or under the Note Agreement,
and such termination upon Tenant's part shall become effective only upon
compliance by Tenant with all such terms, covenants and conditions to the date
of such termination. In the event that Tenant elects not to terminate this Lease
as to the remainder of the Demised Premises, the rights and obligations of
Landlord and Tenant shall be governed by the provisions of paragraph 17C hereof.

         C. If 15%, or less, of the floor area of the Improvements, or 50%, or
less, of the Land, shall be taken in such Taking, or if more than 15% of the
floor area of the Improvements or more than 50% of the Land is taken (but less
than the entire Demised Premises), and this Lease is not terminated as in
paragraph 17B hereof provided, this Lease shall, upon vesting of title in the
Taking, terminate as to the parts so taken, and Tenant shall have no claim or
interest in the award, damages, consequential damages and compensation, or any
part thereof except as otherwise provided in paragraph 17A. Landlord shall be
entitled to and shall receive the total award made in such Taking, Tenant hereby
assigning any interest in such award, damages, consequential damages and
compensation to Landlord, and Tenant hereby waiving any right Tenant has now or
may have under present or future law to receive any separate award of damages
for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease except as otherwise provided in paragraph 17A. The net
amount of the award (after deduction of all costs and expenses, including
attorney's fees), shall be held by Landlord as trustee or so long as the Notes
remain outstanding, by Agent and applied as hereinafter provided. Tenant, in
such case, covenants and agrees, at Tenant's sole cost and expense (subject to
reimbursement to the extent hereinafter provided), promptly to restore that
portion of the Improvements on the Demised Premises not so taken to a complete
architectural and mechanical unit for the use and occupancy of Tenant as in this
Lease provided. In the event that the net amount of the award (after deduction
of all costs and expenses, including attorney's fees) is insufficient to pay all
costs of such restoration work, Tenant shall deposit with Landlord as trustee
such additional sums as may be required upon the written request of Landlord so
long as Tenant has participated in the Proceedings; provided, however, Landlord
shall retain ultimate control over any final settlement or litigation with the
condemning authority, and provided further that notwithstanding that the net
amount of the award may be insufficient to pay all costs of the restoration
work, Tenant shall continue to be liable for payment of Base Rent, Additional
Rent and any other amount due and payable hereunder, which amounts shall not be
abated except as provided in Paragraph 17E below. The provisions and conditions
in paragraph 6 applicable to changes and alterations shall apply to Tenant's
obligations to restore that portion of the Improvements to a complete
architectural and mechanical unit. Landlord agrees in connection with such
restoration work to apply so much of the net amount of any award (after
deduction of all costs and expenses, including attorney's fees) that may be
received by Landlord and held by Landlord as trustee in any such Proceedings for
physical damage to the Improvements as a result of such taking to the costs of
such restoration work thereof and the said net award for physical damage to the
Improvements as a result of such taking shall be paid out from time to time to
Tenant, or on behalf of Tenant, as such restoration work progresses upon the
written request of Tenant, which shall be accompanied by a certificate of the
architect or the registered professional engineer in charge of the restoration
work stating that (a) the sum requested is justly due to the contractors,
subcontractors, materialmen, laborers, engineers, architects or other persons,
firms or

                                       13

<PAGE>

corporations furnishing or supplying work, labor, services or materials for such
restoration work or as is justly required to reimburse Tenant for expenditures
made by Tenant in connection with such restoration work, and when added to all
sums previously paid out by Landlord as trustee does not exceed the value of the
restoration work performed to the date of such certificate; and (b) the net
amount of any such award for physical damage to the Improvements as a result of
such taking remaining in the hands of Landlord, together with the sums, if any,
deposited by Tenant with Landlord as trustee pursuant to the provisions hereof,
will be sufficient upon the completion of such restoration work to pay for the
same in full. If payment of the award for physical damage to the Improvements as
a result of such taking, as aforesaid, shall not be received by Landlord in time
to permit payments as the restoration work progresses (except in the event of an
appeal of the award by Landlord), Tenant shall not be required to proceed with
any restoration work until payment of such award is received by Landlord;
provided, however, delay in payment of such amount shall not release Tenant of
its obligation to pay Base Rent, Additional Rent and other amounts due and
payable hereunder during any such delay and there shall be no abatement of Base
Rent, Additional Rent or any other amounts except as provided in Paragraph 17E
below. If Landlord appeals an award and payment of the award is delayed pending
appeal, Tenant shall, nevertheless, perform and fully pay for such work without
delay, and payment of the amount to which Tenant would have been entitled had
Landlord not appealed the award (in an amount not to exceed the net award prior
to such appeal) shall be made by Landlord to Tenant as restoration progresses
pursuant to this Paragraph 17C, in which event Landlord shall be entitled to
retain an amount equal to the sum disbursed to Tenant pursuant to the preceding
sentence out of the net award as and when payment of such award is received by
Landlord. Tenant shall also furnish Landlord as trustee with each certificate
hereinabove referred to, together with evidence reasonably satisfactory to
Landlord that there are no unpaid bills in respect to any work, labor, services
or materials performed, furnished or supplied, or claimed to have been
performed, furnished or supplied, in connection with such restoration work, and
that no liens have been filed against the Demised Premises, or any portion
thereof. Landlord as trustee shall not be required to pay out any funds when
there are unpaid bills for work, labor, services or materials performed,
furnished or supplied in connection with such restoration work, or where a lien
for work, labor, services or materials performed, furnished or supplied has been
placed against the Demised Premises, or any portion thereof. Upon completion of
the restoration work and payment in full therefor by Tenant, and upon submission
of proof reasonably satisfactory to Landlord that the restoration work has been
paid for in full and that the Improvements have been restored or rebuilt to a
complete architectural and mechanical unit for the use and occupancy of Tenant
as provided in this Lease, Landlord as trustee shall pay over to Tenant any
portion of the cash deposit furnished by Tenant then remaining; provided,
however, any other amounts awarded in such Proceedings which remain following
restoration of the Demised Premises shall be the property of Landlord and Tenant
shall have no claim thereto.

         D. In the event of any partial termination of this Lease as a result of
any such Taking, Tenant shall pay to Landlord all Base Rent and all Additional
Rent and other charges payable hereunder with respect to that portion of the
Demised Premises so taken in such Taking with respect to which this Lease shall
have terminated justly apportioned to the date of such termination. From and
after the date of vesting of title in such Taking, Tenant shall continue to pay
the Base Rent and Additional Rent and other charges payable hereunder, as in
this Lease

                                       14

<PAGE>

provided, to be paid by Tenant, subject to abatement, if any, as provided for in
paragraph 17E hereof.

         E. In the event of a partial taking of the Demised Premises under
paragraph 17C hereof, or a partial taking of the Demised Premises under
paragraph 17B hereof, followed by Tenant's election not to terminate this Lease,
the Base Rent payable hereunder during the period from and after the date of
vesting of title in such Taking to the termination of this Lease shall not be
reduced unless Tenant shall have completed the restoration work with its own
funds in accordance with the provisions of the Lease and Landlord shall have
applied the net amount of any award to reduce the indebtedness secured by any
financing encumbering the Demised Premises, in which event Base Rent payable
hereunder shall be reduced pro rata.

         F. THE PARTIES HERETO HEREBY ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING
ANY OTHER PROVISIONS OF THIS LEASE IT IS THE INTENT OF THE PARTIES THAT IF AS A
RESULT OF ANY TAKING THERE IS ANY REDEMPTION OR OTHER REPAYMENT OF THE NOTES AND
THE PROCEEDS RECEIVED FROM SUCH TAKING ARE INSUFFICIENT TO PAY IN FULL ANY
PRINCIPAL, INTEREST OR MAKE-WHOLE AMOUNT, IF ANY, DUE AND PAYABLE ON THE NOTES
ON ACCOUNT OF THE TAKING, THAT THE TENANT SHALL, UPON DEMAND, PAY THE AMOUNT OF
SUCH INSUFFICIENCY.

         18.Default by Tenant.  The occurrence of any one or more of the
following  events shall constitute an "Event of Default" by Tenant:

         A. The failure by Tenant to make any payment of Base Rent, Additional
Rent or any other amount required to be paid by Tenant hereunder, and any
interest for late payment thereof, as and when due, where such failure shall
continue for a period of five (5) days.

         B. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of paragraphs 12 or 15.

         C. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease (except as set forth in paragraphs 18A
and 18B above) where such failure shall continue for a period of thirty (30)
days after Tenant obtains knowledge of such failure or default.

         D. The occurrence of an Event of Default under Section 11 of the Note
Agreement.

         19. Landlord's Remedies. Upon the occurrence of an Event of Default,
Landlord, in addition to other rights or remedies it may have, shall have the
right to terminate this Lease, or without terminating this Lease, terminate
Tenant's right to possession of the Demised Premises, and in either event Tenant
shall immediately surrender possession of the Demised Premises to Landlord and
if Tenant fails to do so, Landlord may, without prejudice to any other remedy it
may have for possession or arrearage of rentals, enter upon and take possession
of the Demised Premises and expel or remove Tenant and any other person who may
be occupying the Demised

                                       15

<PAGE>

Premises or any part thereof, with or without legal proceedings, without being
liable for prosecution or any claim or damage therefor. In such event, Landlord
shall be entitled to recover from Tenant all reasonable damages incurred by
Landlord by reason of such Event of Default, including without limitation, the
cost of recovering possession of the Demised Premises, expenses of reletting
including reasonable renovation and alteration of the Demised Premises,
attorneys, fees, real estate commissions, and any other sum of money, late
charges and damages.

         If Tenant's right to possession of the Demised Premises is terminated
without termination of the Lease, Landlord shall be entitled to enforce all of
Landlord's rights and remedies under the Lease, including the right to recover
the rent as it becomes due hereunder. Should Landlord elect to relet the Demised
Premises or any part thereof, Landlord may do so for such term or terms and at
such rental or rentals and upon such other terms and conditions as Landlord may
deem appropriate. Rental and other amounts received by Landlord in connection
with such reletting shall be applied in such manner and to such parties as
Landlord shall determine. Should such rentals and other amounts received from
such reletting during any month be less than Tenant's obligations hereunder,
Tenant shall pay such deficiency to Landlord. Such deficiency shall be
calculated and paid monthly. No such reentry or taking possession of the Demised
Premises by Landlord shall be construed as an election on its part to terminate
this Lease, unless a written notice of such intention be given to Tenant or
unless the termination thereof be decreed by a court of competent jurisdiction.

         In the event Landlord terminates this Lease in accordance herewith,
Tenant shall be liable and shall pay to Landlord, the sum of all rent and other
payments owed to date to Landlord, all sums owed to date to third parties
(including without limitation, all Impositions) hereunder accrued to the date of
such termination, all amounts required to be spent by Landlord to fulfill any of
Tenant's obligations which Tenant did not fulfill prior to termination by
Landlord, plus, an amount equal to the present value discounted at the Federal
Reserve discount rate of (i) the total rental payments hereunder for the
remaining portion of the term of the Lease, calculated as if such term the
Expiration Date, unless Tenant has extended this Lease, in which case such
calculation shall be as if the term expires on the final day of the Extension
Term then in effect, less (ii) the fair market rental value of the Demised
Premises for such remaining period. Nothing herein contained shall limit or
prejudice the right of Landlord to prove for and obtain, as damages by reason of
such expiration or termination, an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing the proceedings
in which, such damages are to be proved, whether or not such amount be greater,
equal to or less than the amount of the difference referred to above.
Notwithstanding the foregoing, Landlord and Tenant agree that it is extremely
difficult and impractical to establish the amount of damages Landlord would
sustain upon an Event of Default. The parties hereby agree that a reasonable
estimate of such other amounts necessary to compensate Landlord in such event
and not otherwise included herein is the sum of the principal amount of the
Notes then outstanding plus interest accrued thereon together with the Make
Whole Amount, less the amounts set forth above in this paragraph (the
"Liquidated Damages"). Landlord shall be entitled such Liquidated Damages from
Tenant not as a penalty but as liquidated damages.

                                       16

<PAGE>

         In addition to the aforesaid remedies, Landlord shall be entitled to
pursue any other remedy now or hereafter available to Landlord at equity or
under the laws or judicial decisions of the state where the Demised Premises is
located or by statute or otherwise. All rights and remedies of Landlord herein
enumerated shall be cumulative, and the exercise or the commencement of the
exercise by Landlord of any one or more of such rights or remedies should not
preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies. Tenant shall pay, upon demand, all of Landlord's costs,
including reasonable attorneys' fees and court costs, incident to the
enforcement of Tenant's obligations hereunder. A receipt by Landlord of rent
with knowledge of the breach of any covenant hereof shall not be deemed a waiver
of such breach, and no waiver by Landlord of any provisions of this Lease shall
be deemed to have been made unless expressed in writing and signed by Landlord.
Without limiting the generality of the foregoing, no failure by Landlord to
insist upon the performance of any of the terms of this Lease or to exercise any
right or remedy consequent upon a breach thereof shall constitute a waiver of
such breach or any of the terms of this Lease, and no express waiver shall
affect any default other than the default specified in the express waiver and
that only for the time and to the extent therein stated. One or more waivers by
Landlord shall not be construed as a waiver of a subsequent breach of the same
covenant, term or condition. In addition to other remedies in this Lease
provided, Landlord shall be entitled to seek a restraint by injunction of the
violation or attempted or threatened violation of the covenants, conditions and
provisions of this Lease.

         20. Notices.  All notices shall be sent by registered mail, return
receipt requested personal delivery,  or by recognized overnight courier
providing proof of delivery, to the following addresses:

         To Landlord:                              To Tenant:

         Hewitt Properties III LLC                 Hewitt Associates LLC
         100 Half Day Road                         100 Half Day Road
         Lincolnshire, Illinois  60069             Lincolnshire, Illinois  60069
         Attn.:  General Counsel                   Attn:  General Counsel

         Any notice shall be deemed to have been given five (5) days after the
date deposited in the United States mail, on the date of personal delivery, or
on the first business day after sending when delivery by recognized overnight
courier providing proof of delivery, in the manner aforesaid. Either party, by
notice to the other, shall have the right to change the addresses for notice(s)
to be sent to such party, and to add or substitute entities to which a copy of
any notice shall be sent by the other party.

         21. Brokerage. Landlord and Tenant acknowledge that no real estate
broker brought about this lease transaction. Landlord hereby indemnifies Tenant
against claims for brokerage fees, commissions or similar compensation by any
party claiming by, through or under Landlord in connection with this Lease, and
Tenant hereby indemnifies Landlord against claims for brokerage fees,
commissions or similar compensation by any party claiming by, through or under
Tenant in connection with this Lease.

                                       17

<PAGE>

         22.   Estoppel. Landlord and Tenant shall, at any time upon not less
than twenty (20) days prior written notice, execute and deliver to a prospective
new landlord, lender, or assignee or subtenant of Tenant, as the case may be, a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the party's knowledge, any uncured defaults
on the part of the other party hereunder, or so specifying such defaults if any
are claimed, and (iii) other reasonable requests that relate to the Lease.

         23.   Hazardous Substances.

         A.    For purposes hereof, "Hazardous Substance" means:

               (i)   "Hazardous Substances" as defined by the Comprehensive
         Environmental Response, Compensation and Liability Act ("CERCLA"), 42
         U.S.C.ss.9601 et. seq., as amended, and all regulations promulgated
         thereunder, the Federal Clean Air Act, as amended (42 U.S.C.ss.7401 et.
         seq.) and the Federal Water Pollution Control Act ("FWPCA"), 33
         U.S.C.ss.1317 et. seq. as amended and all regulations promulgated
         thereunder;

               (ii)  "Hazardous Waste" as defined by the Resource Conservation
         and Recovery Act ("RCRA"), 42 U.S.C.ss.6602 et. seq. as amended and all
         regulations promulgated thereunder;

               (iii) Any pollutant or contaminant or hazardous, dangerous or
         toxic chemicals, materials or substances within the meaning of any
         other applicable federal, state or local law, regulation, ordinance or
         requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended or hereafter amended;

               (iv)  Gas, gasoline, oil or other petroleum products;

               (v)   Any radioactive material, including any source, special
         nuclear or by-product material as defined in 42 U.S.C.ss.2011 et. seq.
         as amended or hereafter amended, and all regulations promulgated
         thereunder;

               (vi)  Asbestos; and

               (vii) Anything defined as a hazardous, toxic or radioactive
         material, waste or substance or the use, transportation or disposal of
         which is regulated under applicable law or rules and regulations issued
         pursuant thereof;

                                       18

<PAGE>

(all of the foregoing statutes, laws, ordinance, rules, regulations, and common
law theories being sometimes hereinafter collectively referred to as
"Environmental Laws").

         B.  Tenant shall not allow any Hazardous Substance to be located on the
Demised Premises and shall not conduct or authorize the generation,
transportation, storage, treatment, release or disposal at the Demised Premises,
of any Hazardous Substance other than in quantities incidental to the conduct of
Tenant's Use and in compliance with Environmental Laws; provided, however,
nothing herein contained shall permit Tenant to allow any so-called "acutely
hazardous", "ultra-hazardous", "imminently hazardous chemical substance or
mixture" or comparable Hazardous Substance to be located on or about the Demised
Premises.

         C.  If the presence, release, threat of release, placement on or in the
Demised Premises, or the generation, transportation, storage, treatment, or
disposal at the Demised Premises of any Hazardous Substances as a result of
Tenant's operations at the Demised Premises: (i) gives rise to liability
(including, but not limited to, a response action, remedial action, or removal
action) under Environmental Laws, (ii) causes or threatens to cause a
significant public health effect, or (iii) pollutes or threatens to pollute the
environment, Tenant shall promptly take any and all remedial and removal action
necessary to clean up the Demised Premises and mitigate exposure to liability
arising from the hazardous substance, whether or not required by law.

         D.  Tenant shall indemnify, defend and hold Landlord harmless from all
damages, costs, losses, expenses (including, but not limited to, actual
attorneys fees and engineering fees) arising from or attributable to the
existence of any Hazardous Substances at the Demised Premises as a result of
Tenant's operations at the Demised Premises, and (ii) any breach by Tenant of
any of its covenants contained herein.

         E.  Upon request by Landlord during the term of this Lease, Tenant
shall undertake and submit to Landlord an environmental audit from an
environmental consulting firm reasonably acceptable to Landlord which audit
shall evidence Tenant's compliance herewith. Tenant shall bear the cost of such
environmental audit.

         F.  Landlord or Tenant shall give the other prompt written notice upon
discovery of any Hazardous Substance at or adjacent to the Demised Premises.
Landlord and Tenant's obligations hereunder shall survive termination of the
Lease.

         24. Surrender.

         A.  Upon any termination or expiration of this Lease, Tenant shall
surrender the Demised Premises in the same condition as existed at the Rent
Commencement Date, except for normal wear and tear and damage caused by the fire
or other casualty subject to the terms of this Lease; provided, however, that
nothing in this paragraph is intended to change or diminish Tenant's obligations
under any other part of this Lease. Any damage to the Demised Premises resulting
from the removal of such Alterations shall be repaired by Tenant at Tenant's
expense. If the Demised Premises be not surrendered as above set forth, Tenant
shall indemnify, defend

                                       19

<PAGE>

and hold Landlord harmless against loss or liability resulting from the delay by
Tenant in so surrendering the Demised Premises, including, without limitation
any claim made by any succeeding occupant founded on such delay.

         All property of Tenant not removed on or before the last day of the
term of this Lease shall be deemed abandoned. Tenant shall reimburse Landlord
upon demand for any expenses incurred by Landlord with respect to removal,
storage or disposal of abandoned property and with respect to restoring said
Demised Premises to good order, condition and repair.

         25. Liens. Tenant has no authority, express or implied, to create or
place any lien or encumbrance of any kind or nature whatsoever upon, or in any
manner to bind the interest of Landlord or Tenant in the Demised Premises, or to
charge the rentals payable hereunder for any claim in favor of any person
dealing with Tenant, including those who furnish materials or perform labor for
any construction or repairs, and Tenant covenants and agrees that it shall not
mortgage, encumber or pledge this Lease or any interest therein. The preceding
sentence shall not be construed as prohibiting Tenant from making alterations as
provided above or from permitting any other mechanics or materialmen's lienable
work to be performed as long as such work is not prohibited by this Lease.
Tenant agrees to indemnify and hold Landlord harmless from any lien filed
against the Demised Premises on account of work performed by or on behalf of
Tenant and from any and all losses, costs, damages, expenses, liabilities,
suits, penalties, claims and damages (including attorney fees) arising from or
relating to such lien. After Tenant's receipt of notice or actual knowledge of
the placing of any lien or encumbrance against the Demised Premises, Tenant
shall immediately give Landlord written notice thereof. Tenant shall within ten
(10) days therefrom remove such lien by payment.

         If Tenant shall fail to discharge such mechanic's lien within such
period, then, in addition to any other right or remedy of Landlord, Landlord
may, but shall not be obligated to, discharge the same by paying to the claimant
the amount claimed to be due by procuring the discharge of such lien as to the
Demised Premises by deposit in the court having jurisdiction of such lien, a
cash sum sufficient to secure the discharge of the same, or by the deposit of a
bond or other security with such court sufficient in form, content and amount to
procure the discharge of such lien, or in such other manner as is now or may in
the future be provided by present or future law or the discharge of such lien as
a lien against the Demised Premises. Any amount paid by Landlord, or the value
of any deposit so made by Landlord, together with all costs, fees and expenses
in connection therewith (including attorneys' fees of Landlord), together with
interest thereon at the Default Rate, shall be Additional Rent payable on demand
by Landlord.

         26. Interest. Base Rent, Additional Rent and any other amounts due
Landlord hereunder, if not paid when due, and any other charges payable by
Tenant hereunder not paid when due, including any charges, expenses, liabilities
or fees in connection with a default by Tenant, shall accrue interest (the
"Default Rate") at the greater of (a) the rate of prime (as published in the
Wall Street Journal) plus two percent (2%) per annum or, so long as the Notes
are outstanding, (b) the default rate set forth in the Note Agreement from the
due date until paid, and to be paid to Landlord by Tenant upon demand.

                                       20

<PAGE>

         27. Inspections. Landlord, its agents, employees, contractors, lenders
or prospective lenders, may, after providing Tenant with at least twenty-four
(24) hours prior notice except in an emergency situation, enter the Demised
Premises during business hours (except in an emergency situation), to (a)
exhibit the Demised Premises to prospective purchasers or lenders and perform
due diligence in connection therewith; (b) inspect the Demised Premises to see
that Tenant is complying with its obligations hereunder; and (c) exhibit the
Demised Premises during the last twelve (12) months of the term to prospective
tenants.

         28. Transfer of Landlord's Interest. Tenant acknowledges that Landlord
has the right to transfer its interest in the Demised Premises without the
consent of Tenant and in this Lease, and Tenant agrees that in the event of any
such transfer Landlord shall automatically be released from all liability under
this Lease and Tenant agrees to look solely to such transferee for the
performance of Landlord's obligations hereunder; provided, however, any such
transferee shall be deemed to have assumed the obligations of Landlord hereunder
subject to the conditions and limitations herein contained. Tenant agrees to
look solely to Landlord's interest in the Demised Premises for the recovery of
any judgment from Landlord, it being agreed that Landlord, or if Landlord is a
partnership, its partners whether general or limited, or if Landlord is a
corporation, its directors, officers or shareholders, or if Landlord is a
limited liability company, its members or managers, shall never be personally
liable for such judgment.

         29. Indemnity.

         A.  To the fullest extent allowed by law, Tenant shall at all times
indemnify, defend and hold harmless Landlord and any person claiming by or
through Landlord from and against any and all claims by or on behalf of any
person, firm or corporation, arising from the conduct or management of the
Demised Premises, or from any work or things whatsoever done in or about the
Demised Premises, and will further indemnify, defend and hold Landlord and any
person claiming by or through Landlord harmless against and from any and all
claims arising during the term of this Lease, or arising 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
arising from, any act or negligence of Tenant, its agents, servants, employees
or licensees, or arising from any accident, injury or damage whatsoever caused
to any person, firm or corporation occurring during the term of this Lease, in
or about the Demised Premises or upon the sidewalk and the land adjacent
thereto, and from and against all costs, attorneys' fees, expenses and
liabilities incurred in or about any such claim or action or proceeding brought
thereon; and in case any action or proceeding be brought against Landlord by
reason of any such claim, Tenant, upon notice from Landlord, covenants to defend
such action or proceeding by counsel reasonably satisfactory to Landlord.

         B.  Landlord shall protect, indemnify and hold Tenant harmless from and
against any and all loss, claims, liability or costs (including court costs and
attorneys' fees) incurred by reason of: (a) any damage to any property or any
injury to any person occurring in or on the Demised Premises to the extent that
such injury or damage shall be caused by the gross negligence or willful
misconduct of Landlord or its agents, servants or employees; provided, however,
that such indemnification shall be limited to the extent of the sum of: (i)
amounts of

                                       21

<PAGE>

insurance proceeds recovered by Landlord under insurance policies carried by
Landlord for such injury or damage, after deductibles, or insurance proceeds
that would have been received in the event Landlord had not elected to
self-insure, and (ii) the deductible amounts for such claims under such
insurance policies.

         The provisions of this paragraph shall survive the termination of this
Lease with respect to any claims or liability occurring prior to such
termination.

         30. Modification of Lease. The terms, covenants and conditions of this
Lease may not be changed orally but only by an instrument in writing signed by
Landlord and Tenant and consented to by mortgagee. The failure of either party
hereto to insist in any one or more cases upon the strict performance of any
term, covenant or condition of this Lease to be performed or observed by the
other party hereto shall not constitute a waiver of relinquishment for the
future of any such term, covenant or condition.

         31. Choice of Law and Interpretation. This Lease shall be governed by
the internal law of the State in which the Demised Premises is situated, without
considering such state's choice of law rules.

         32. Independent Covenant; Net Lease. It is the express intent of
Landlord and Tenant that (a) the obligations of Landlord and Tenant hereunder
shall be separate and independent covenants and agreements and that the Base
Rent and Additional Rent, and all other charges and sums payable by Tenant
hereunder, shall commence at the times provided herein and shall continue to be
payable in all events; (b) all costs or expenses of whatsoever character or
kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and
of every kind and nature whatsoever that may be necessary or required in and
about the Demised Premises, or any portion thereof, and Tenant's possession or
authorized use thereof during the term of this Lease, shall be paid by Tenant
and all provisions of this Lease are to be interpreted and construed in light of
the intention expressed in this paragraph; (c) the Base Rent shall be absolutely
net to Landlord so that this Lease shall yield net to Landlord the Base Rent
during the term of this Lease; (d) all Impositions, insurance premiums, utility
expenses, repair and maintenance expenses, and all other costs, fees, interest,
charges, expenses, reimbursements and obligations of every kind and nature
whatsoever relating to the Demised Premises, or any portion thereof, which may
arise or become due during the term of this Lease, or any extension or renewal
thereof, shall be paid or discharged by Tenant as "Additional Rent."

         33. Entry by Landlord. Tenant agrees to permit Landlord or Landlord's
mortgagee and authorized representatives of Landlord or Landlord's mortgagee to
enter upon the Demised Premises at all reasonable times during ordinary business
hours for the purpose of inspecting the same and making any necessary repairs to
comply with any laws, ordinances, rules, regulations or requirements of any
public body, or the Board of Fire Underwriters, or any similar body. Nothing
herein contained shall imply any duty upon the part of Landlord to do any such
work which, under any provision of this Lease, Tenant may be required to perform
and the performance thereof by Landlord shall not constitute a waiver of
Tenant's default in failing to perform the same. Landlord may, during the
progress of any work, keep and store upon the

                                       22

<PAGE>

Demised Premises all necessary materials, tools and equipment. Landlord shall
not in any event be liable for inconvenience, annoyance, disturbance, loss of
business or other damage to Tenant by reason of making repairs or the
performance of any work in or about the Demised Premises, or on account of
bringing material, supplies and equipment into, upon or through the Demised
Premises during the course thereof, and the obligations of Tenant under this
Lease shall not be thereby affected in any manner whatsoever.

         34. Survival of Obligations. All obligations of Tenant hereunder not
fully performed as of the expiration or earlier termination of the term of this
Lease shall survive the expiration or earlier termination of the term hereof.

         35. Option to Purchase Demised Premises.

         Tenant (but not any subtenant or assignee of Tenant) shall have the
option to purchase the Demised Premises (the "Option") as hereinafter provided.

         A. Tenant shall have the option to purchase the Demised Premises at an
option price (the "Option Price") equal to the greater of (x) the then
outstanding principal amount of the Notes plus accrued interest thereon through
the date of purchase of the Demised Premises together with the Make Whole
Amount, if any or (y) the fair market value of the Demised Premises. Tenant may
only exercise the Option if the Lease is in full force and effect and no
defaults or Events of Default exist at the time Tenant notifies Landlord of the
exercise of the Option and at the time set for closing of the Option. Tenant
shall signify its intent to exercise the Option by delivering to Landlord its
written notice of its exercise of the Option, not later than 60 days prior to
the date stated in such notice as the closing date for such Option (the
"Notice").

         B. "Fair Market Value" shall be determined by mutual agreement of
Landlord and Tenant prior to the delivery of any Notice or if they have not so
agreed at the time of delivery of any such Notice, Fair Market Value shall be
determined by appraisal as provided herein.

            (i) Either party may, by notice to the other, appoint a
         disinterested appraiser. Within 10 days after the service of such
         notice, the other party may in like manner appoint a disinterested
         appraiser and give notice thereof to the party appointing the first
         appraiser. In case of the failure of the other party so to appoint a
         second appraiser, the first appraiser shall be the sole appraiser and
         shall determine the Fair Market Value. If two appraisers are so
         appointed by the parties, they shall promptly attempt to determine the
         Fair Market Value. If the two appraisers are unable to agree on the
         Fair Market Value within 20 days after the second appraiser has been
         appointed, they shall select and appoint in writing a third
         disinterested appraiser and give notice thereof to both parties.

            (ii) Within 15 days after the selection and appointment of the third
         appraiser, the three appraisers shall meet and attempt to determine the
         Fair Market Value. The decision of a majority of the appraisers shall
         determine the Fair Market Value. If a majority of the three appraisers
         are unable to agree on the Fair Market Value within said 15-day period,
         the three appraisers each shall promptly prepare an appraisal of the
         Fair

                                       23

<PAGE>

         Market Value and the three appraisals shall be added together and their
         total being divided by three with the resulting quotient being the Fair
         Market Value. If, however, the low appraisal and/or high appraisal
         varies by more than ten percent (10%) from the middle appraisal, the
         appraisal or appraisals so varying shall be disregarded. If only one
         appraisal is disregarded, the remaining appraisals shall be added
         together and their total divided by two with the resulting quotient
         being the Fair Market Value. If both the low appraisal and the high
         appraisal are disregarded, the middle appraisal shall establish the
         Fair Market Value.

             (iii) Each of the parties shall pay for its own appraiser's fees
         and the parties will each pay half of the fees of the third appraiser
         and all other costs of appraisals.

             (iv)  To be qualified to act as an appraiser under this paragraph,
         a person must be a member of the American Institute of Real Estate
         Appraisers (or if such institute is not in existence at the time in
         question, a member of successor or similar organization) and must have
         minimum of 10 years recent experience in real estate appraisal
         specializing in commercial office buildings in the suburban Chicago,
         Illinois.

             (v)   After the Fair Market Value has been determined, the
         appraisers shall immediately notify the parties and the closing on the
         sale shall occur on the next rent payment date not less than 60 days
         from the date of such notification.

         C.  Upon the date fixed for any purchase, Tenant shall pay to Landlord,
in lawful money of the Untied States, by wire transfer of immediately available
funds or as otherwise directed by Landlord, the purchase price therefor
specified herein together with all Base Rent, Additional Rent and other sums
then due and payable hereunder to and including such date of purchase, and
Landlord shall deliver to Tenant a special warranty deed, and any other
instruments reasonably necessary to convey the title thereto and to assign any
other property then required to be assigned pursuant hereto. Tenant shall pay
all charges incident to such conveyance and assignment, including reasonable
counsel fees, escrow fees, recording fees, title insurance premiums and all
applicable taxes that may be imposed by reason of such conveyance and assignment
and the delivery of said deed and other instruments.

         36. No Merger. There shall be no merger of this Lease or the leasehold
estate created hereby with the fee estate in the Land and Demised Premises by
reason that the same person or entity may acquire, hold or own such estates
directly or indirectly.

                                       24

<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of
the day and year first above written.

                                     LANDLORD:

                                     HEWITT PROPERTIES III LLC

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

                                     Title: Manager and Assistant Secretary
                                            ------------------------------------


                                     TENANT:

                                     HEWITT ASSOCIATES LLC


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

                                     Title: Chief Administrative Officer
                                           -------------------------------------

                                       25

<PAGE>

                       FIRST AMENDMENT TO LEASE AGREEMENT

         THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Lease") is made as of
the 31st day of May, 2002 between HEWITT PROPERTIES III LLC, an Illinois limited
liability company, having its principal office at 100 Half Day Road,
Lincolnshire, Illinois 60069 (the "Landlord"), and HEWITT ASSOCIATES LLC, an
Illinois limited liability company, having its principal office at 100 Half Day
Road, Lincolnshire, Illinois 60069 (the "Tenant").

                              W I T N E S S E T H:

         Landlord and Tenant have entered into that certain Lease Agreement
dated as of April 22, 1999 ("Lease") for approximately 43 acres situated in
Lincolnshire, Illinois, County of Lake and legally described on Exhibit A
attached hereto and made a part hereof (the "Land"), together with all
improvements located thereon. All capitalized terms used herein and not
otherwise defined shall have the definition provided to them in the Lease.

         Contemporaneously with the execution of the Lease, Landlord issued
$40,000,000 of its Secured Credit Tenant Notes due 2014 (the "Notes") pursuant
to a Note Purchase Agreement (the "Original Note Agreement") which Notes and
obligations are secured in substantial part by the Lease.

         Landlord and the holders of the Notes are amending the Original Note
Agreement and in connection therewith desire to amend the Lease as set forth
herein.

         1. Definition of Note Amendment. The term "Note Agreement" as used in
the Lease as amended hereby and as may be further amended or modified shall mean
that certain Note Purchase Agreement dated as of April 22, 1999 among Landlord,
Tenant and the Purchasers (as such term is defined in the Note Purchase
Agreement) and any and all existing and future modifications, amendments and/or
supplements thereto.

         2. Term and Occupancy. Section 2 of the Lease is hereby deleted and
replaced with the following:

         2. Term and Occupancy. The term of this Lease shall commence on the
         date hereof (the "Commencement Date"), and shall end on the date which
         is the fifteenth (15th) anniversary of the Rent Commencement Date (the
         "Expiration Date"), unless the term be extended or earlier terminated
         as provided herein.

         3. Choice of Law and Interpretation. This Amendment shall be governed
by the internal law of the State of Illinois, without considering such state's
choice of law rules.

         4. Conflict. In the event of any conflict between the terms of this
Amendment and the language of the Lease, the terms of this Amendment shall
control.


<PAGE>

         5. Counterpart. This Amendment may be executed in two or more
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement.

         6. Lease Terms Unmodified. Except as set forth above, the Lease shall
remain unmodified and in full force and effect.

         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.

                                    LANDLORD:

                                    HEWITT PROPERTIES III LLC

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


                                    TENANT:

                                    HEWITT ASSOCIATES LLC

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

                                       27