LEASE
BETWEEN




AGF
WOODFIELD OWNER, L.L.C.




AND




THE
ULTIMATE SOFTWARE GROUP, INC.




FOR SPACE
AT




Woodfield
Financial Center




1375 East
Woodfield Road, Schaumburg, Illinois 60173









October
31, 2008










TABLE
OF CONTENTS
   Article
      1
              Definitions,
      Schedules and Addenda1.1
              Definitions1.2
              Schedules
      and AddendaArticle
      2
              Premises2.1
              Lease
      of Premises2.2
              Prior
      OccupancyArticle
      3
              Payments
      of Rent3.1
              Rent3.2
              Deposits3.3
              Operating
      Costs3.4
              TaxesArticle
      4
              Improvements4.1
              Construction4.2
              Commencement
      of PossessionArticle
      5
              Project
      Services5.1
              Project
      Services5.2
              Interruption
      of ServicesArticle
      6
              Tenant’s
      Covenants6.1
              Use
      of Premises6.2
              Insurance6.3
              Repairs6.4
              Assignment
      and Subletting6.5
              Estoppel
      CertificateArticle
      7
              Landlord’s
      Reserved Rights7.1
              Substitute
      Premises7.2
              Additional
      Rights Reserved to LandlordArticle
      8
              Casualty
      and Untenantability8.1
              Casualty
      and UntenantabilityArticle
      9
              Condemnation9.1
              CondemnationArticle
      10
              Waiver
      and Indemnity10.1
              Liability
      Waiver10.2
              Indemnification10.3
              Waiver
      of Subrogation10.4
              Limitation
      of Landlord’s LiabilityArticle
      11
              Tenant’s
      Default and Landlord’s Remedies11.1
              Tenant’s
      Default11.2
              Remedies
      of LandlordArticle
      12
              Termination12.1
              Surrender
      of Premises12.2
              Hold
      Over TenancyArticle
      13
              Miscellaneous13.1
              Quiet
      Enjoyment13.2
              Accord
      and Satisfaction13.3
              Severability13.4
              Subordination
      and Attornment13.5
              Attorney’s
      Fees13.6
              Applicable
      Law13.7
              Binding
      Effect; Gender13.8
              Time13.9
              Entire
      Agreement13.10
              Notices13.11
              Headings13.12
              Brokerage
      Commissions13.13
              Sale
      by Landlord13.14
              Joint
      and Several Liability13.15
              Counterparts13.16
              Execution,
      Delivery13.17
              Illinois
      RegistrationArticle
      14
              Renewal
      and Rofr14.1
              Renewal
      Option14.2
              RofrSchedule  1
              Depiction
      of PremisesSchedule
      1A
              Depiction
      of Rofr SpaceSchedule
      2
              Rules
      and RegulationsSchedule
      3
              Utility
      ServicesSchedule
      4
              Maintenance
      ServicesSchedule
      4A
              Cleaning
      ScheduleSchedule
      5
              ParkingSchedule
      6
              WorkletterSchedule
      7
              Commencement
      Date Certificate





LEASE





This
Lease is made as of October 31, 2008, between AGF WOODFIELD OWNER, L.L.C., a
Delaware limited liability company ("Landlord") andTHE ULTIMATE SOFTWARE GROUP,
INC.., a Delaware corporation ("Tenant").








ARTICLE
1


DEFINITIONS,
SCHEDULES AND ADDENDA





1.1           DEFINITIONS.





a.           Premises shall mean Suite 210
on the second floor, as depicted on Schedule 1.





b.           Building shall mean the
Woodfield Financial Center at 1375 East Woodfield Road, Schaumburg, Illinois
60173; Project shall
mean the Building, the land upon and around which the Building is located, and
all other buildings and improvements thereon or thereunder.





c.           Tenant's Square Footage shall
mean approximately 7,861  rentable square feet (“RSF”); Total Square Footage of the
Project shall mean approximately 182,966 RSF.  Landlord has attempted
in good faith to calculate the square footages set forth in this section in
accordance with ANSI/BOMA Z65.1 1996 standards.





d.           Commencement Date shall
mean  (i) if the date of Substantial Completion occurs on or before
January 25, 2009 then February 1, 2009, or (ii) if the date of Substantial
Completion occurs after January 25, 2009, then the earlier of (x) seven (7) days
after the date of Substantial Completion, or (y) the date Tenant first occupies
the Premises for the conduct of business.   Expiration Dateshall mean the
date that is the day before the 65-month anniversary of the Commencement Date;
provided, however, that if said date is not the last day of a calendar month,
then the Expiration Date shall be the last day of the calendar month in which
such date occurs.  Lease Term shall mean the
period of approximately 5 years and 5 months between Commencement Date and
Expiration Date.  The first Lease Year shall include the
period of time beginning on the Commencement Date (if other than the first day
of the month) to the first day of the calendar month following the
Commence­ment Date.





e.
            Base Rent shall mean the
      following:





Lease
      Year
            Base
      Rent/RSF
            Annual
      Base Rent
            Monthly
      Base Rent1
            $22.00
            $172,942.00  (plus
      partial initial month)
            $14,411.832
            $22.50
            $176,872.50
            $14,739.383
            $23.00
            $180,803.00
            $15,066.924
            $23.50
            $184,733.50
            $15,394.465
            $24.00
            $188,664.00
            $15,722.006
      (partial)
            $24.50
            n/a
            $16,049.54





Notwithstanding
the foregoing schedule, Base Rent shall be abated for the first five (5) full
calendar month(s) of the Lease Term, which is referred to herein as the “Rent Abatement
Period.”





f.           Base Year shall mean the
calendar year 2009.





g.           Tenant's Pro Rata Share shall
mean 4.296%.  Tenant's Pro Rata Share is determined by dividing
Tenant's Square Footage as listed in Section 1.1(c) by the
Total Square Footage of the Building.





h.           Deposit shall mean $14,411.83
(one month’s Base Rent).





i.           Permitted Purpose shall mean
general office use and software training classes.





j.           Parkingshall mean (i) the
non-reserved spaces at the Project as set forth in Section 5.1 hereof,
which shall be made available to Tenant without charge, and (ii) two (2)
reserved underground spaces at the rate of $95.00 per space per month (plus
applicable taxes if any). One of Tenant’s reserved spaces shall be for the Lease
Term; the other shall be on a month-to-month basis, and either party may
terminate that parking space as of the last day of any calendar month upon at
least 30 days’ prior written notice to the other party.





k.           Managing Agent shall mean
Jones Lang LaSalle Americas (Illinois), L.P., whose address is 1375 E. Woodfield
Rd., Suite C50, Schaumburg, IL 60173.





l.           Broker of Recordshall mean
Jones Lang LaSalle Americas, Inc.





m.           Cooperating Broker shall mean
Chicagoland Commercial Real Estate.





n.           Landlord's Mailing Address:
AGF WOODFIELD OWNER, L.L.C., c/o Fulcrum Operating Company, LLC, 8725 W. Higgins
Rd., Ste 805, Chicago, IL 60631, Attention:  Mr. Thomas R. McClayton,
with a copy to: Management Office, 1375 E. Woodfield Rd., Suite C50, Schaumburg,
IL 60173, Attn: Property Manager.





o.           Tenant's Mailing Address:1485
N. Park Drive, Weston, FL 33326, Attn: Robert J. Manne, General counsel, with a
copy to: the Premises, Attn:  Rick Torrence.








1.2           SCHEDULES AND
ADDENDA.  The schedules and addenda listed below are
incorporated into this Lease by reference unless lined out.  The terms
of schedules, exhibits and typewritten addenda, if any, attached or added hereto
shall control over any inconsistent provisions in the paragraphs of this
Lease.





Schedule
1:  Description of Premises and/or Floor Plan


Schedule 2:  Rules
and Regulations


Schedule 3:  Utility
Services


Schedule
4:  Maintenance Services (Including 4A, Cleaning
Schedule)


Schedule
5:  Parking


Schedule
6:  Workletter


Schedule
7:  Commencement Date Certificate





ARTICLE
2


PREMISES





2.1           LEASE OF
PREMISES.  In consideration of the Rent and the provisions of
this Lease, Landlord leases to Tenant and Tenant accepts from Landlord the
Premises.  Tenant's Square Footage is a stipulated amount based on
Landlord's method of determining Total Square Footage for rental purposes and
may not reflect the actual amount of floor space available for Tenant's
use.  Landlord also hereby grants to Tenant during the Lease Term a
non-exclusive license to use the common areas of the Building.





2.2           PRIOR
OCCUPANCY.  Tenant shall not occupy the Premises prior to the
Commence­ment Date except with the express prior written consent of Landlord
and in accordance with the provisions of Schedule 6.  If
Tenant takes possession before the Commencement Date, all of the covenants and
conditions of this Lease (including without limitation Schedule 6 hereof), other than
the payment of Base Rent, shall control such pre-Term
occupancy.  Nothing herein shall require Landlord to make any efforts
whatsoever to make the Premises available for occupancy in advance of the
Commencement Date.





ARTICLE
3


PAYMENT
OF RENT





3.1           RENT.  Tenant shall
pay each monthly installment of Base Rent in advance on the first calendar day
of each month.  Monthly installments for any fractional calendar month
shall be prorated based on the number of days in such month.  Base
Rent, together with all other amounts payable by Tenant to Landlord under this
Lease, including, without limitation, any late charges and interest due Landlord
for Rent not paid when due, shall be sometimes referred to collectively as
“Rent.”  Tenant shall
pay all Rent, without deduction or set-off except to the extent Landlord owes
Tenant money whether for reimbursement pursuant to this Lease, or under
the  terms of this Lease, to Landlord or Managing Agent at a place
specified by Land­lord.  Rent not paid when due shall bear
interest until paid, at the rate of at four (4) points above the “Prime Rate” of
interest as published from time to time in the Wall Street Journal, or at the
maximum rate allowed by law, whichever is less, from the date when
due.  Tenant shall also pay a processing charge of Fifty Dollars
($50.00) with each late payment of Rent.Notwithstanding the above,
but only with respect to the first late payment by Tenant in each Lease Year,
interest shall not begin to accrue until the fifth day after the payment’s due
date, and the processing charge shall not be payable unless the payment is more
than five (5) days late.





The total
amount of Base Rent abated during the Rent Abatement Period is collectively
referred to as the “Abated
Rent.”  If, because of an uncured Event of Default by Tenant,
Landlord terminates this Lease or, without terminating this Lease, terminates
Tenant’s right to possession of the Premises, then, in addition to all other
rights and remedies available to Landlord, an amount equal to the total Abated
Rent shall immediately become due and payable.





3.2           DEPOSIT.  Tenant has
paid to Landlord the Deposit as security for performance of Tenant's obligations
under this Lease.  In the event Tenant fully complies with all the
terms and conditions of this Lease, the Deposit shall be refunded to Tenant,
without interest unless otherwise required by law, upon expiration of this
Lease.  Landlord may, but is not obligated to, apply a portion of the
Deposit to cure any default hereunder and Tenant shall pay on demand the amount
necessary to restore the Deposit in full within ten (10) days after notice by
Landlord.





3.3           OPERATING
COSTS.  Tenant shall pay Tenant's Pro Rata Share of any “Excess
Operating Costs,” as set forth below.  During the Base Year, no Excess
Operating Costs shall be paid by Tenant.  For each calendar year
following the Base Year, Tenant shall pay each monthly installment of Tenant's
Pro Rata Share of Excess Operating Costs in advance together with each monthly
installment of Base Rent.  As used herein, "Excess Operating Costs" shall
mean any excess of (i) Landlord's Operating Costs for any calendar year
following the Base Year over (ii) the actual Operating Costs of the Base
Year.





a.           "Operating Costs" shall mean
all reasonable and actual expenses relating to the Premises, the Building or the
Project, including but not limited to: real estate taxes and assessments; gross
rents tax, sales tax, use, business, or other taxes (except income taxes);
utilities not separately chargeable to other tenants; insurance premiums and (to
the extent used) deductibles; maintenance, repairs and replacements;
refurbishing and repainting; cleaning, janitorial and other services; equipment,
tools, materials and supplies; air conditioning, heating and elevator service;
property management including reasonable management fees (Tenant agrees that
management fees of up to 4% of the Project’s gross revenues are presumptively
reasonable); security; employees and contractors; resurfacing and restriping of
walks, drives and parking areas; signs, directories and markers; landscaping;
snow and rubbish removal; and the Project’s allocable share of any such
Operating Costs that are paid pursuant to any applicable covenants, conditions,
restrictions, and easements of record. Operat­ing Costs shall not include
salaries and fringe benefits of employees above the grade of building manager;
expenses for legal services; real estate brokerage and leasing commissions;
Landlord's income taxes; income tax accounting; interest; depreciation; general
corporate overhead; or capital improvements to the Building or Project except
for capital improvements installed for the purpose of reducing or controlling
expenses, or required by any governmental or other authority having or asserting
jurisdiction over the Building or Project.  If any expense, though
paid in one year, relates to more than one calendar year, at option of Landlord,
such expense may be proportionately allocated among such related calendar
years.





Cook
County real estate taxes are payable in arrears for the preceding calendar
year.  For purposes of determining taxes for any given calendar year,
the amount to be included for such year (a) from special assessments
payable in installments, and all other taxes, shall be the amount of the
installments (and any interest) due and payable during such calendar year; and
(b) from any adjustment to any taxes by the taxing authority, when such
adjustment has resulted in a corres­ponding adjustment payment by or to
Landlord, shall constitute an adjustment to taxes for the calendar year during
which such adjustment is made or received by Landlord, as the case may
be.  Notwithstanding any other provision contained in this Lease,
taxes shall also include all reasonable costs and expenses (including, without
limitation, reasonable legal, tax consultants, and appraisal fees and court
costs) charged for the protest or the reduction of any of the aforesaid taxes,
whether or not such protest or reduction is ultimately successful.





In the
event that the Building is not fully leased during any calendar year, Landlord
may make appropriate adjustments to the Operating Costs, using reasonable
projections, to adjust such costs that vary with occupancy to an amount that
would normally be expected to be incurred if the Building were 100% leased, and
such adjusted costs shall be used for purposes of this Section 3.3.





For
purposes of calculating Excess Operating Costs under this Lease, Operating Costs
for any calendar year after the Base Year shall not include the amount by which
the total of all “Control­lable Expenses”
(as defined below) for that calendar year exceeds the “Controllable Expense Cap” for
that calendar year.  “Controllable Expenses” shall
mean all Operating Costs of any nature; provided, however, that Controllable
Expenses shall not include  Taxes, and those Operating Costs that are
dependent on prevailing union wage rates, Landlord’s insurance coverages, and
snow removal.  The “Controllable Expense Cap” for
the first calendar year after the Base Year shall mean 105% of the Controllable
Expen­ses for the Base Year, and the Controllable Expense Cap for each
subsequent calendar year shall mean 105% of the Controllable Expense Cap for the
immediately preceding calendar year.





b.           Tenant
shall pay, in equal monthly installments, Tenant's Pro Rata Share of any
estimated Excess Operating Costs for each calendar year which falls (in whole or
in part) during the Lease Term (prorated for any partial calendar year at the
beginning or end of the Lease Term).  Annually, or from time to time,
based on actual and projected Operating Cost data, Landlord may adjust its
estimate of Operating Costs upward or downward.  Within fifteen (15)
days after notice to Tenant of a revised estimate of Operating Costs, Tenant
shall remit to Landlord a sum equal to any shortage of the amount which should
have been paid to date for the then current calendar year based on the revised
estimate, and all subsequent monthly estimated payments shall be based on the
revised estimate.





c.           As
soon as possible after the first day of each calendar year, Landlord shall
compute the actual Operating Costs for the prior calendar year, and shall give
notice thereof to Tenant.  Within thirty (30) days after receipt of
such notice, Tenant shall pay any deficiency between the estimated and actual
Tenant's Pro Rata Share of Excess Operating Costs for the prior calendar year
(prorated for any partial calendar year at the beginning or end of the Lease
Term).  In the event of overpayment by Tenant, Landlord shall apply
the excess to the next payment of Rent when due, until such excess is exhausted
or until no further payments of Rent are due, in which case, Landlord shall pay
to Tenant the balance of such excess within thirty (30) days
thereafter.  Tenant or its representatives shall have the right, upon
reasonable notice, to examine Landlord's books and records with respect to the
Operating Costs at the management office during normal business hours at any
time within thirty (30) days following the delivery by Landlord to Tenant of the
notice of actual Operating Costs.  If Tenant fails to take written
exception to any item of Operating Costs within forty-five (45) days following
the delivery by Landlord to Tenant of the notice of actual Operating Costs, then
Landlord’s notice shall be considered as final and accepted by
Tenant.  Notwithstanding any exception made by Tenant, Tenant shall
pay Landlord the full amount of the Operating Costs as determined by Landlord,
subject to readjustment at such time as any such exception may be resolved in
favor of Tenant.





d.           Landlord
currently maintains its records of Operating Costs for the Project on a cash
basis.  If Landlord chooses in the future to maintain its records for
the Project on an accrual accounting basis for Operating Costs purposes, then
Operating Costs shall be deemed to have been paid when such expenses have
accrued.  Any adjustment of an item of Operating Costs included in a
particular calendar year which results in a corresponding adjustment payment by
or to Landlord shall constitute an adjustment to Operating Costs during the
calendar year when such adjustment is made.





3.4           TAXES.  In addition
to Base Rent and other sums to be paid by Tenant hereunder, Tenant shall
reimburse Landlord, as additional Rent, on demand, any taxes payable by Landlord
(a) upon, measured by or reasonably attributable to the cost or value of
Tenant's equipment, fixtures and other personal property located in the Premises
or by the cost or value of any leasehold improvements made to the Premises by
Tenant or Landlord, regardless of whether title to such improvements are held by
Tenant or Landlord; (b) upon or measured by the monthly rental payable
hereunder, including, without limitation, any gross receipts tax or excise tax;
(c) upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or
any portion thereof; (d) upon this Lease or any document to which Tenant is
a party creating or transferring an interest or an estate in the
Premises.





ARTICLE
4


IMPROVEMENTS





4.1           CONSTRUCTION.  Tenant
shall take possession of and accept the Premises in an "As Is" condition,
without any warranty as to the condition thereof.  No agreement or
promise of Landlord, the Managing Agent, or their respective agents or employees
to alter, remodel, decorate, clean, or improve the Premises, Building, or
Project (or to provide Tenant with any credit or allowance for the same), and no
representation regarding the condition of the Premises, Building, or Project has
been made to or relied upon by Tenant, except as expressly set forth as “Landlord’s Work” in the
Workletter attached hereto as Schedule 6.





4.2           COMMENCEMENT OF
POSSESSION.  Tenant acknowledges that Landlord’s Work as set
forth in the Workletter may not be completed by the estimated Commencement Date
of February 1, 2009, and that this circum­stance shall not make Landlord or
its agents or contractors liable for any damage, loss, liability or expense
caused Tenant thereby.  Notwithstanding the above, if Landlord fails
to Substantially Complete (as defined in the Work­letter) the Landlord’s
Work by March 1, 2009 for reasons other than force majeure and/or Tenant Delay,
then Landlord shall reimburse Tenant for Tenant’s holdover rent (less the amount
of Tenant’s regular rent) in Tenant’s current premises, which reimburse­ment
shall not exceed the aggregate sum of $6,000.00 for each month or partial month
between March 1, 2009 and the Commencement Date.





In
addition, if Landlord fails to Substantially Complete the Landlord’s Work by
April 1, 2009, for reasons other than force majeure and/or Tenant Delay, then
Tenant shall have the right to terminate this Lease by written notice delivered
to Landlord after April 1, 2009 and before Substantial Completion of the
Landlord’s Work, provided, however, that Tenant’s termination notice shall be
deemed rescinded and of no effect if Landlord’s Work is Substantially Completed
within the fourteen (14) days following Landlord’s receipt of Tenant’s
termination notice. Tenant may not terminate the Lease pursuant to this
paragraph unless it has paid all sums that Tenant was required to have paid to
Landlord under the Work­letter or other provisions of this Lease. Within ten
(10) business days following termination of the Lease pursuant to this
paragraph, Landlord shall refund to Tenant the sums paid by Tenant to Landlord
under the Work­letter.





As used
in this Lease, “force majeure” shall mean any fire, casualty, lockout, labor
dispute, war, terrorist incident, governmental action, labor or material
shortage, transportation delay, accident, breakage, strike, shortage of
materials, act of God, or other cause beyond Landlord's reasonable control
(excluding insufficiency of funds or inability to obtain financing or
disbursement of loans)  that prevents Landlord from performing its
obligations hereunder.





After the
Commencement Date, and within fifteen (15) days of Landlord's request, Tenant
shall execute and deliver to Landlord a Commencement Date Certificate in the
form attached as Schedule 7, acknowledging
the Commencement Date and certifying that the Work has been substantially
completed and that Tenant has examined and accepted the Premises.  If
Tenant unjustifiably fails to deliver such letter, Tenant shall conclusively be
deemed to have made such acknowledgment and certification by occupying the
Premises.





ARTICLE
5


PROJECT
SERVICES





5.1           PROJECT
SERVICES.  Landlord shall furnish the following Project
Services:





a.           Utility
Services:  Landlord shall provide the utility services listed
on Schedule 3 (the
"Utility
Services").  Should Tenant, in Landlord's sole and reasonable
judgment, use additional, unusual or excessive Utility Services, Landlord
reserves the right to charge for such services as determined either by a
separate sub-meter, installed at Tenant's expense, or by methods specified by an
engineer selected by Landlord. Electric power for Tenant lighting and operating
of office machines will be separately metered and billed to Tenant by
Commonwealth Edison or an alternate electric service provider selected by
Landlord.





b.           Maintenance
Services:  Landlord shall provide maintenance of all interior
and exterior common areas of the Building including lighting, landscaping,
cleaning, painting, maintenance and repair of the exterior of the Building and
its structural portions and roof, including but not limited to all of the
services listed on Schedule 4 (the "Maintenance Services"). Tenant
shall bear the cost of replacement of all lamps, tubes, light bulbs, ballasts,
starters and other ancillary equipment for lighting fixtures serving the
Premises. If Tenant (i) gives Landlord written notice of needed repairs inside the Premises that are
required to be performed by Landlord; (ii) does not receive a response from
Landlord within fourteen (14) days; and (iii) does not receive a response from
Landlord for seven (7) days following a second notice from Tenant, then Tenant
may make the needed repairs itself, and Landlord shall reimburse Tenant for the
reasonable cost thereof. For purposes of clarity, it is agreed that
if  the requested repairs  are reasonably unnecessary, or
reasonably outside the scope of Landlord’s contractual obligations
hereunder,  then Landlord shall not be deemed to have failed to
respond within the meaning of the previous sentence. Tenant shall indemnify and
hold harmless Landlord from and against all suits, losses, costs, liabilities,
claims demands, actions, expenses and judgments of every kind and character
suffered by, recovered from or asserted against Landlord on account of any
repairs performed by Tenant pursuant to this section.





c.           Parking:  Tenant
shall be entitled to use, without charge and in common with the other tenants of
the Project, non-reserved parking spaces at the Project (the "Parking").  Tenant
acknowledges that the terms and conditions described in Schedule 5 attached
hereto shall apply to Tenant's use of the Parking under this Lease.





The
Utility Services, the Maintenance Services and Parking described above shall be
collectively referred to as "Project
Services."  The costs of Project Services, and of Landlord’s
repair, maintenance, and compliance with legal requirements applicable thereto,
shall be a part of Operating Costs.





5.2           INTERRUPTION OF
SERVICES.  Landlord does not warrant that any of the Project
Services will be free from interruption.  Any Project Service may be
suspended by reason of accident or of necessary repairs, alterations or
improvements (provided that for non-emergency repairs to the Premises, Landlord
shall avoid interference with Tenant’s software training classes, other than
minimal interference that will not result in training classes having to be
suspended, cancelled or postponed in the Tenant’s reasonable discretion, unless
Landlord has given Tenant at least thirty (30) day notice of its intention to
make such repairs), or by strikes or lockouts, or by reason of operation of law,
or causes beyond the reasonable control of Landlord.





ARTICLE
6


TENANT'S
COVENANTS





6.1           USE
OF PREMISES.





a.           Permitted
Usage:  Tenant shall use the Premises for the Permitted Purpose
only and for no other purpose.





b.           Compliance with
Laws:  Tenant shall, at Tenant's expense, comply with the
provisions of all recorded covenants, conditions and restrictions and all
building, zoning, fire and other govern­mental laws, ordinances, regulations
or rules now in force or which may hereafter be in force relating to Tenant's
use and occupancy of the Premises, the Building, or the Project and all
requirements of the carriers of insurance covering the Project. Landlord
represents that it is not aware of any covenant, condition, or restriction of
record that would prohibit Tenant’s Permitted Usage of the
Premises.





c.           Nuisances or
Waste:  Tenant shall not do or permit anything to be done in or
about the Premises, or bring or keep anything in the Premises that may increase
Landlord's fire and extended coverage insurance premium, damage the Building or
the Project, constitute waste, constitute an immoral purpose, or be a nuisance,
public or private, or menace or other disturbance to tenants of adjoining
premises or anyone else.





d.           Hazardous
Substances:  Tenant shall (i) comply with all
Environmental Laws; (ii) not cause or permit any Hazardous Materials to be
treated, stored, disposed of, generated, or used in the Premises or the Project,
provided, however, that Tenant may store, use or dispose of products customarily
found in offices and used in connection with the operation and maintenance of
property if Tenant complies with all Environmental Laws and does not contaminate
the Premises, Project or environment; (iii) promptly after receipt, deliver
to Landlord any communication concerning any past or present, actual or
potential violation of Environmental Laws, or liability of either party for
Environmental Damages.  "Environmental Laws" mean all
applicable present and future statutes, regulations, rules, ordinances, codes,
permits or orders of all governmental agencies, departments, commissions,
boards, bureaus, or instrumentalities of the United States, states and their
political subdivisions and all applicable judicial, administrative and
regulatory decrees and judgments relating to the protection of public health or
safety or of the environment.  "Hazardous Materials" include
substances (1) which require remediation under any Environ­mental Laws;
or (2) which are or become defined as a "hazardous waste", "hazardous
substance", pollutant or contaminant under any Environmental Laws; or
(3) which are toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic or mutagenic; or (4) which contain petroleum
hydrocarbons, polychlorinated biphenyls, asbestos, asbestos containing materials
or urea formaldehyde.  "Environmental Damages" means
all claims, judgments, losses, penalties, fines, liabilities, encumbrances,
liens, costs and reasonable expenses of investigation, defense or good faith
settlement resulting from violations of Environmental Laws, and including,
without limitation:  (A) damages for personal injury and injury
to property or natural resources; (B) reasonable fees and disbursement of
attorneys, consultants, contractors, experts and laboratories; and
(C) costs of any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work required by any
Environmental Law and other costs reasonably necessary to restore full economic
use of the Premises or Project.





e.           Alterations and
Improvements:  Tenant shall make no alterations or improvements
to the Premises without the prior written approval of Landlord and Landlord's
mortgagee, if any, which approval will not be unreasonably withheld or delayed
so long as the alterations or improvements (a) are not visible from the
exterior of the Building, (b) do not affect the mechanical, electrical, HVAC,
life safety or other Building operating systems, (c) do not affect the
structural components of the Building or require penetration of the floor or
ceiling of the Premises, (d) do not involve the use or disturbance of any
hazardous or toxic materials, and (e) are not prohibited by any Landlord Rules
and Regulations set forth in Schedule 2.  Any
such alterations or improvements by Tenant shall be done in a good and
workmanlike manner, at Tenant's expense, by a licensed contractor approved by
Landlord and in conformity with plans and specifications approved by
Landlord.  Landlord shall have the right to supervise any such
alterations or improvements, in which event Tenant shall pay to Landlord on
demand a fee for such supervision in an amount equal to three percent (3.0%) of
the cost of such alterations or improvements (including all "soft
costs").  If requested by Landlord, Tenant will post a bond or other
security reasonably satisfacto­ry to Landlord to protect Landlord against
liens arising from work performed for Tenant.  Landlord's approval of
plans and specifications for Tenant's alterations or improvements shall create
no responsibility or liability on the part of Landlord for their completeness,
design sufficiency, or compliance with applicable laws, rules and
regulations.





Notwithstanding anything contained
herein to the contrary, Tenant may perform alterations to the interior of the
Premises without Landlord's prior written consent, provided such alterations are
not of the type described above in (a) through (e), and do not cost more than
five thousand dollars ($5,000.00) in any calendar year, and further provided
that Tenant gives Landlord prior written notice of such alterations (including
plans showing any alterations affecting walls or other structures within the
Premises), and further provided that such alterations (and the performance
thereof) shall otherwise be in compliance with the provisions of this Section
(except for the requirement of Landlord's consent).  If the alteration
consists solely of carpeting and repainting, Landlord shall not charge Tenant a
supervisory fee for such alteration.





f.           Liens:  Tenant
shall keep the Premises, Building, and Project free from liens aris­ing out
of any work performed, materials furnished, or obligations incurred by or for
Tenant.  If, at any time, a lien or encumbrance is filed against the
Premises, Building, or Project as a result of Tenant's work, materials or
obligations, Tenant shall promptly discharge such lien or
encumbrance.  If such lien or encumbrance has not been removed within
thirty (30) days from the date it is filed, Tenant agrees to deposit with
Landlord cash or a bond, which shall be in a form and be issued by a company
acceptable to Landlord in its sole discretion, in an amount equal to 150% of the
amount of the lien, to be held by Landlord as security for the lien being
discharged.





g.           Rules and
Regulations:  Tenant shall observe, perform and abide by all
the rules and regulations promulgated by Landlord from time to time. Schedule 2 sets forth
Landlord's rules and regulations in effect on the date hereof.





h.           Signage:  Tenant
shall be permitted to display its name on one slot of the Building’s new
monument sign, subject to the approval of the Village of Schaumburg, and
consistent with the size, design, color, lighting, and other specifications
selected by Landlord for other slots on the monument sign. Tenant shall obtain
the prior approval of the Landlord before placing any sign or symbol in doors or
windows or elsewhere in or about the Premises, or upon any other part of the
Building or Project including building directories.  Any signs or
symbols which have been placed without Landlord's approval may be removed by
Landlord at Tenant’s expense.  Upon expiration or termination of this
Lease, all signs installed by Tenant shall be removed and any damage resulting
therefrom shall be promptly repaired, or such removal and repair may be done by
Landlord and the cost charged to Tenant as Rent.  Tenant shall be
entitled, at Landlord’s expense, to its Proportionate Share of initial building
standard listings on the Building directory, and to building-standard suite
entry signage; changes to such listings or signage shall be at Tenant’s
expense.





6.2           INSURANCE.





a.           Tenant
shall, at its own expense, procure and maintain during the Lease Term:
(i) all risk insurance, including coverage for loss or damage resulting
from water or theft, on merchandise, trade fixtures, and personal property owned
by the Tenant, and property of others in the Tenant’s possession, on a full
replacement cost and agreed value basis, and (ii) worker's compensation
insurance in at least the statutory amounts, and (iii) commercial general
liability insurance with respect to the Premises and Tenant's activities in the
Premises, Building, and Project, providing bodily injury, personal injury,
contractual liability, and property damage coverage with a maximum $5,000
deductible, or such other amount approved by the Landlord, in writing, and
minimum coverage limits of $3,000,000 for any one occurrence with a policy
general aggregate of $5,000,000 with respect to bodily injury or death, personal
injury, contractual liability and property damage.





b.           Nothing
in this Section 6.2 shall
prevent Tenant from obtaining insurance of the kind and in the amounts provided
for under this section under a blanket insurance policy covering other
properties as well as the Premises, provided, however, that any such policy of
blanket insurance (i) shall specify the amounts of the total insurance
allocated to the Premises, which amounts shall not be less than the amounts
required by subparagraph a above, and (ii) such amounts so specified shall
be sufficient to prevent any one of the assureds from becoming a coinsurer
within the terms of the applicable policy, and (iii) shall, as to the
Premises, otherwise comply as to endorsements and coverage with the provisions
of this paragraph.  Tenant's insurance shall be with a company which
has a rating equal to or greater than Best's Insurance Reports classification of
A, Class X or its equivalent, as such classification is determined as of the
Commencement Date.  Landlord, Managing Agent, and Landlord's
mortgagee, if any, shall be named as "additional insureds" under Tenant's
general liability insurance, and such Tenant's insurance shall be primary and
non-contributing with Landlord's insurance.  Tenant's insurance
policies shall contain endorsements requiring the carrier to endeavor to provide
thirty (30) days notice to Landlord and Landlord's mortgagee, if any, prior to
any cancellation, lapse, nonrenewal, or reduction in amount of coverage. Within
two (2) business days of Tenant’s receipt of a notice of any cancellation,
lapse, nonrenewal, or reduction in amount of coverage, Tenant shall deliver a
copy of such notice to Landlord.





c.           Tenant
shall deliver to Landlord as a condition precedent to its taking occupancy of
the Premises, Certificates of Insurance for all required insurance obligations
hereunder including evidence of contractual liability and additional insured
status on a primary and non-contributing basis with respect to liability
coverage, or certified copies of any of the policies evidencing such insurance
obligations.





d.           Landlord
shall at all times maintain commercial general liability insurance, “all risk”
property insurance on the Building, and other customary forms of insurance in
amounts that prudent owners of buildings similar to the Building maintain, the
costs of all of which shall be included in Operating Costs.





6.3           REPAIRS.  Tenant, at
its sole expense, agrees to maintain the interior of the Premises in a neat,
clean and sanitary condition.  If Tenant fails to maintain or keep the
Premises in good repair and such failure continues for five (5) days after
written notice from Landlord (provided Tenant is not diligently moving to
correct such failure), or if such failure results in a nuisance or health or
safety risk, Landlord may perform any such required maintenance and repairs and
the cost thereof (plus a markup not to exceed 3.0% of such cost for Landlord's
overhead and supervision) shall be payable by Tenant as Rent within ten (10)
days of receipt of an invoice from Landlord.  Tenant shall also pay to
Landlord the costs of any repair to the Building or Project necessitated by any
act or neglect of Tenant.





6.4           ASSIGNMENT AND
SUBLETTING.  Tenant shall not assign, mortgage, pledge, or
encumber this Lease, or permit all or any part of the Premises to be subleased,
without the prior written consent of Landlord and Landlord's mortgagee, if any,
which consent shall not be unreasonably withheld or delayed.  The
transfer (whether direct or indirect) of all or a majority of the voting or
controlling equity in Tenant (other than the shares of the capital stock of a
corporate Tenant whose stock is publicly traded), or the merger, consolidation,
reorganization, or liquidation of Tenant, or the sale of all or
substan­tially all of the assets of Tenant, shall be considered a Transfer
for the purposes of this Section.  Notwithstand­ing the foregoing,
Tenant shall have the right to assign or sublease part or all of the Premises to
an “Affiliate” of Tenant (defined below) with prior written notice to Landlord
but without Landlord’s consent, provided that (i) Tenant (assuming that
entity still exists) continues to be primarily liable on its obligations as set
forth herein; (ii) such Affiliate has a net worth and creditworthiness no
less than the net worth and credit­worthiness of Tenant as of the date of
this Lease, and agrees in writing to assume and be bound by all covenants and
obligations of Tenant hereunder; (iii) such Affiliate is, in Landlord's
good faith judgment, compatible with other tenants in the Building and seeks to
use the Premises only for the Permitted Purpose and for a use that is not
prohibited under the terms of a lease with another tenant in the Building;
(iv) there is not then an Event of Default by Tenant under this Lease, and
(v) such Affiliate’s use would not result in a material change in the number of
personnel working in, or members of the general public visiting, the
Premises.As used
herein, “Affili­ate”
means any entity (1) which then owns and controls Tenant; (2) is then owned and
con­trolled by Tenant; (3) is then owned and controlled by an entity
described in (1); (4) with which Tenant may merge or consolidate; or (5) which
acquires all or substantially all of the voting equity, or assets, of
Tenant.





In
addition to other reasonable bases, Tenant hereby agrees that Landlord shall be
deemed to be reasonable in withholding its consent, if: (a) such proposed
assignment or sublease is for less than the whole of the Premises or is for a
term less than the whole of the remaining Lease Term; or (b) such
pro­posed assignment or sublease is to any party who is then a tenant of the
Building or Project, or who is then negotiating for space in the Building or
Project, if Landlord has comparable space available for such tenant or
prospective tenant; or (c) Tenant is in default under any of the terms,
covenants, conditions, provisions and agreements of this Lease at the time of
request for consent or on the effective date of such subletting or assignment;
or (d) the proposed subtenant or assignee is, in Landlord's good faith
judgment, incompatible with other tenants in the Building, or seeks to use any
portion of the Premises for a use not consistent with other uses in the
Building, or is financially incapable of assuming the obligations of this Lease;
or (e) the proposed assignee or sublessee or its business is subject to
compliance with additional requirements of the law (including related
regulations) commonly known as the "Americans with Disabilities Act" beyond
those requirements which are applicable to the Tenant, unless the proposed
assignee or sublessee shall: (i) first deliver plans and specifications for
complying with such additional requirements and obtain Landlord's consent
thereto, and (ii) comply with all Landlord's conditions for or contained in
such consent, including without limitation, requirements for security to assure
the lien-free completion of such improvements.  Tenant shall submit to
Landlord the name of a proposed assignee or subtenant, the terms of the proposed
assignment or subletting, a copy of the proposed assignment docu­ment or
sublease, the nature of the proposed subtenant's business and such information
as to the assignee's or subtenant's financial responsibility and general
reputation as Landlord may reasonably require.





No
subletting or assignment, even with the consent of Landlord, shall relieve
Tenant of its primary obligation to pay the Rent and to perform all of the other
obligations to be performed by Tenant hereunder.  The acceptance of
Rent by Landlord from any other person or entity shall not be deemed to be
waiver by Landlord of any provision of this Lease or to be a consent to any
assignment, subletting or other transfer.  Consent to one assignment,
subletting or other transfer shall not be deemed to constitute consent to any
subsequent assignment, subletting or transfer.





In lieu
of giving any consent to a sublet or an assignment of all the Premises, Landlord
may, at Landlord's option, elect to terminate this Lease.  In the case
of a proposed subletting of a portion of the Premises, Landlord may, at
Landlord's option, elect to terminate the Lease with respect to that portion of
the Premises being proposed for subletting.  The effective date of any
such termination shall be thirty (30) days after the proposed effective date of
any proposed assignment or subletting.





Fifty
percent (50%) of any proceeds in excess of Base Rent and Tenant's Pro Rata Share
of Excess Operating Costs which is received by Tenant pursuant to an assignment
or subletting consented to by Landlord, less reasonable brokerage commissions
actually paid by Tenant, and less other costs incurred by Tenant in connection
with making the space available for lease, shall be remitted to Landlord as
extra Rent within ten (10) days of receipt by Tenant.  For purposes of
this paragraph, all money or value in whatever form received by Tenant from or
on account of any party as consideration for an assignment or subletting shall
be deemed to be proceeds received by Tenant pursuant to an assignment or
subletting.





6.5           ESTOPPEL
CERTIFICATE.  From time to time and within ten (10) days after
request by Landlord, Tenant shall execute and deliver a certificate to any
proposed lender or purchaser, or to Landlord, together with a true and correct
copy of this Lease, certifying with any appropriate exceptions, (i) that
this Lease is in full force and effect without modification or amendment,
(ii) the amount of Rent payable by Tenant and the amount of the Deposit and
of any prepaid Rent paid by Tenant to Landlord, (iii) the nature and kind
of concessions, rental or otherwise, if any, which Tenant has received or is
entitled to receive, (iv) that Tenant has not assigned its rights under
this Lease or sublet any portion of the Premises, (v) that Landlord has
performed all of its obligations due to be performed under this Lease and that
there are no defenses, counterclaims, deductions or offsets outstanding or other
excuses for Tenant's performance under this Lease, (vi) that such proposed
lender or purchaser may rely on the information contained in the certificate,
and (vii) any other fact reasonably requested by Landlord or such proposed
lender or purchaser.





ARTICLE
7


LANDLORD'S
RESERVED RIGHTS





7.1           SUBSTITUTE
PREMISES.  Intentionally
Deleted.





7.2           ADDITIONAL RIGHTS RESERVED TO
LANDLORD.  Without notice and without liability to Tenant or
without effecting an eviction or disturbance of Tenant's use or possession,
Landlord shall have the right to (i) grant utility easements or other
easements in, or replat, subdivide or make other changes in the legal status of
the land underlying the Building or the Project as Landlord shall deem
appropriate in its sole discretion, provided such changes do not substantially
interfere with Tenant's use of the Premises for the Permitted Purpose;
(ii) enter the Premises at reasonable times upon reasonable oral or written
notice to Tenant, and at any time without notice in the event of an emergency,
to inspect, alter or repair the Premises or the Building and to perform any acts
related to the safety, protection, reletting, sale or improvement of the
Premises or the Building; (iii) change the name or street address of the
Building or the Project; (iv) install and maintain signs on and in the
Building and the Project; and (v) provided not in conflict with this Lease,
make such rules and regulations as, in the sole judgment of Landlord, may be
needed from time to time for the safety of the tenants, the care and cleanliness
of the Premises, the Building and the Project and the preservation of good order
therein. For non-emergency repairs to the Premises, Landlord shall avoid
interference (other than minimal interference as described in section 5.2
hereof) with Tenant’s software training classes, unless Landlord has given
Tenant at least thirty (30) day notice of its intention to make such
repairs.





ARTICLE
8


CASUALTY
AND UNTENANTABILITY





8.1           CASUALTY AND
UNTENANTABILITY.  If as a result of fire or other casualty, the
Building is made substantially untenantable, or Tenant's use and occupancy of
the Premises are substan­tially interfered with due to damage to the common
areas of the Building, or the Premises are made wholly or partially
untenantable, then Landlord may, by notice to Tenant within forty-five (45) days
after the damage, terminate this Lease.  In addition, if such a
casualty occurs during the last twelve (12) months of the term of this
Lease, either party may, by notice to the other party within thirty (30) days
after the damage, terminate this Lease.  Such termination shall become
effective as of the date of such casualty.





If this
Lease is not terminated as provided above following a fire or other casualty,
then Landlord shall restore the Premises to the condition they were in on the
Commencement Date, not including any personal property of Tenant or alterations
performed by Tenant.





If the
Landlord does not terminate this Lease as provided above, and fails within two
hundred ten (210) days from the date of such casualty to eliminate substantial
interference with Tenant's use and occupancy of the Premises caused by damage to
the common areas, or fails to restore the Premises, Tenant may terminate this
Lease as of the end of such 210-day period.





Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge and
agree that, to the extent any Superior Instrument (as defined in Section 13.4 below)
conflicts with the terms of this Article 8, the terms of
such Superior Instrument shall control with respect to the disburse­ment and
application of insurance proceeds, and that Landlord will comply with all
requirements of the holder of any such Superior Instrument to deposit such
insurance proceeds in escrow pending the application and disbursement of such
insurance proceeds.





In the
event of termination of this Lease pursuant to this section, Rent shall be
prorated on a per diem basis and paid to the date of the casualty, unless the
Premises shall be tenantable, in which case Rent shall be payable to the date of
the lease termination.  If the Premises are untenantable and this
Lease is not terminated, Rent shall abate on a per diem basis from the date of
the casualty until the Premises are ready for occupancy by Tenant.  If
part of the Premises is untenantable, Rent shall be prorated on a per diem basis
and apportioned in accordance with the part of the Premises which is usable by
Tenant until the damaged part is ready for Tenant's
occupancy.  Notwithstanding the foregoing, if any damage was
proximately caused by a grossly negligent or willful act or omission of Tenant,
its employees, agents, contractors, licensees or invitees, then, in such event,
Tenant agrees that Rent shall not abate or be diminished during the term of this
Lease.





ARTICLE
9


CONDEMNATION





9.1           CONDEMNATION.  If
all or any part of the Premises shall be taken under power of eminent domain or
sold under imminent threat to any public authority or private entity having such
power, this Lease shall terminate as to the part of the Premises so taken or
sold, effective as of the date possession is required to be delivered to such
authority.  In such event, Base Rent shall abate in the ratio that the
portion of Tenant's Square Footage taken or sold bears to Tenant's Square
Footage.  If a partial taking or sale of the Premises, Building, or
Project (i) substantially reduces Tenant's Square Footage resulting in a
substantial inability of Tenant to use the Premises for the Permitted Purpose,
or (ii) renders the Building or the Project not commercially viable to
Landlord in Landlord's sole opinion, either Tenant in the case of (i), or
Landlord in the case of (ii), may terminate this Lease by notice to the
other party within thirty (30) days after the terminating party receives written
notice of the portion to be taken or sold.  Such termination shall be
effective one hundred eighty (180) days after notice thereof, or when the
portion is taken or sold, whichever is sooner.  All condemnation
awards and similar payments shall be paid and belong to Landlord, except any
amounts awarded or paid specifically to Tenant for removal and reinstallation of
Tenant's trade fixtures, personal property or Tenant's moving
costs.





ARTICLE
10


WAIVER
AND INDEMNITY





10.1           LIABILITY
WAIVER.  Except for those claims arising from the Landlord’s
gross negligence or willful misconduct, Tenant, to the extent permitted by law,
hereby releases Landlord and waives any right of recovery or subrogation for
injury to persons or damage to property sustained by any third person (including
employees), firm, or corporation against which Tenant is provided protection by
the insurance coverage afforded Tenant through any Liability or Workers’
Compensation Insurance Policies.  Tenant agrees that such policies of
insurance shall contain appropriate waiver of subrogation and right of recovery
clauses.





10.2           INDEMNIFICATION.  Except
in the case of Landlord’s gross negligence or willful misconduct, Tenant will
indemnify Landlord and hold Landlord harmless of, from and against all suits,
losses, costs, liabilities, claims demands, actions, expenses and judgments of
every kind and character suffered by, recovered from or asserted against
Landlord on account of injury or damage to person or property to the extent that
any such damage or injury may be incident to, arise out of, or be caused, either
proximately or remotely, wholly or in part, by an act, omission, negligence, or
misconduct on the part of the Tenant or any of its agents, servants, employees,
contractors, patrons, guests, licensees, or invitees or of any other person
entering upon the Premises under or with the express or implied invitation or
permis­sion of Tenant or when any such injury or damage is the result,
proximate or remote, of the violation by Tenant or any of its agents, servants,
employees, contractors, patrons, guests, licensees or invitees of any law,
ordinance, or governmental order, or when any such injury or damage may in any
other way arise from or out of the occupancy or use by Tenant, its agents,
servants, employees, contractors, patrons, guests, licensees or invitees of the
Premises.  Tenant agrees to indem­nify, defend, reimburse and hold
Landlord harmless against any Environmental Damages incurred by Landlord arising
from Tenant’s breach of Section 6.1(d) of the
Lease.





10.3           WAIVER OF
SUBROGATION.  In the event of fire or other loss to the
Premises or the Building, Tenant and Landlord release each other and waive any
right of subrogation or recovery against each other for loss or damage to the
waiving party or its respective property, which occurs in or about the Premises
or Building, whether due to the negligence of either party, their agents,
employees, officers, contractors, licensees, invitees or otherwise, to the
extent that such loss or damage is insurable against under the terms of the
insurance contracts required hereunder.  Tenant and Landlord agree
that all policies of insurance obtained by either of them in connection with the
Premises shall contain appropriate waiver of subrogation clauses.





10.4           LIMITATION OF LANDLORD'S
LIABILITY.  The obligations of Landlord under this Lease do not
constitute personal obligations of the individual members, managers, partners,
share­holders, directors, officers, employees or agents of Landlord, and
Tenant shall look solely to Landlord's interest in the Project and to no other
assets of Landlord for satisfaction of any liability in respect of this
Lease.  Tenant will not seek recourse against the individual members,
managers, partners, shareholders, directors, officers, employees or agents of
Landlord or any of their personal assets for such
satisfaction.  Notwithstanding any other provisions contained herein,
Landlord shall not be liable to Tenant, its contractors, agents or employees for
any consequential damages or damages for loss of profits.





ARTICLE
11


TENANT'S
DEFAULT AND LANDLORD'S REMEDIES





11.1           TENANT'S
DEFAULT.  It shall be an "Event of Default" if Tenant
shall (i) fail to pay any monthly installment of Base Rent or Tenant's Pro
Rata Share of Excess Operating Costs, or any other sum payable hereunder when
due, if such failure is not cured within five (5) days after written notice from
Landlord; (ii) violate or fail to perform any conditions, covenants, or
agreements herein made by Tenant respecting Tenant's insurance requirements as
specified in Section 6.2, and such
violation or failure shall continue for five (5) business days after written
notice thereof to Tenant by Landlord; (iii) violate or fail to perform any
of the other conditions, covenants or agreements herein made by Tenant, and such
viola­tion or failure shall continue for twenty (20) days after written
notice thereof to Tenant by Landlord; provided, however, if such default is of a
nature that it cannot reasonably be cured within twenty (20) days, it shall not
be an Event of Default if Tenant commences to cure within such period and
diligently prosecutes such cure to completion within the time reasonably
required for such cure, not to exceed sixty (60) days; (iv) make a general
assignment for the benefit of its creditors or file a petition for bankruptcy or
other reorganization, liquidation, dissolution or similar relief; (v) have
a proceeding filed against Tenant seeking any relief mentioned in (iv) above;
(vi) have a trustee, receiver or liquidator appointed for Tenant or a
substantial part of its property; (vii) abandon or vacate the Premises for
more than thirty (30) days, regardless of whether Tenant remains current in the
payment of Rent; (viii) default under any other lease, if any, within the
Project; or (ix) if Tenant is a partnership, if any partner of the
partnership is involved in any of the acts or events described in subparagraphs
(i) through (viii) above.





11.2           REMEDIES OF
LANDLORD.  If an Event of Default occurs, Landlord may at its
option, at any time after five (5) days’ written notice to Tenant, reenter the
Premises, remove all persons therefrom, take possession of the Premises, and
remove all of Tenant's personal property at Tenant's risk and expense, and/or
either (i) terminate this Lease and Tenant's right of possession of the
Premises or (ii) maintain this Lease in full force and effect and endeavor
to relet all or part of the Premises.  In the event Landlord elects to
maintain this Lease, Landlord shall have the right to relet the Premises for
such rent and upon such terms as Landlord deems reasonable and necessary, and
Tenant shall be liable for all damages sustained by Landlord, including but not
limited to, any deficiency in Rent for the period of time which would have
remained in the Lease Term in the absence of any termination, leasing fees,
attorneys' fees, other marketing and collection costs, the cash value of any
concessions granted to Tenant and all expenses of placing the Premises in
rentable condition comparable to its condition as of the Commence­ment
Date.  Landlord retains the right to terminate this Lease, at any
time, notwithstanding that Landlord fails to terminate this Lease
initially.  If Landlord is unable after diligent efforts to relet the
Premises within 90 days after termination of this Lease, Landlord may elect at
any time thereafter to have Tenant immediately pay, as liquidated damages and
not as a penalty, (x) all Rent then due plus (y) the present value (discounted
at 6% per annum) of all Rent which would have become due (based on Base Rent and
Tenant's Pro Rata Share of Excess Operating Costs payable at the time of such
election) for the period of time which would have remained in the Lease Term in
the absence of such termination, less the present value (also discounted at 6%
per annum) of the fair market rental value of the Premises for the remainder of
the Lease Term as determined by Landlord in its commercially reasonable
discretion, taking into consideration the time, expenses, and tenant concessions
that Landlord reasonably believes to be required to relet the
Premises.





The
remedies granted to Landlord herein shall be cumulative and shall not exclude
any other remedy allowed by law, and shall not prevent the enforcement of any
claim Landlord may have against Tenant for anticipatory breach of the unexpired
term of this Lease, including without limitation, a claim for attorney's fees
incurred by Landlord.





ARTICLE
12


TERMINATION





12.1           SURRENDER OF
PREMISES.  On expiration or termination of this Lease, Tenant
shall surrender the Premises in the same condition as when the Lease Term
commenced, ordinary wear and tear or damage from casualty
excepted.  Except for furnishings, trade fixtures, telephone and data
cabling/wiring, Tenant installed supplemental HVAC equipment, and other personal
property installed by Tenant or at Tenant's expense, all of which shall be
removed by Tenant at the expiration or earlier termination of the Lease, all
alterations, additions or improvements, whether temporary or permanent in
character, made in or upon the Premises, either by Landlord or Tenant, shall be
Landlord's property and at the expiration or earlier termination of the Lease
Term shall remain on the Premises without compensa­tion to
Tenant.  Notwithstanding the above, Tenant shall, at its expense and
without delay, remove any alterations, additions or improvements which Landlord
designated to be removed when Landlord consented to Tenant's such alterations,
additions, or improvements, and Tenant shall repair any damage to the Premises
or the Building caused by such removal.  If Tenant fails to repair the
Premises, Landlord may complete such repairs and Tenant shall reimburse Landlord
for such repair and restoration.  Landlord shall have the option to
require Tenant to remove all its property.  If Tenant fails to remove
such property as required under this Lease, Landlord may dispose of such
property in its sole discretion without any liability to Tenant, and further may
charge the cost of any such disposition (including storage expenses) to
Tenant.





12.2           HOLD OVER
TENANCY.  If Tenant retains possession of the Premises after
the expiration or termination of the Term or Tenant's right to possession of the
Premises, Tenant shall pay Rent during such holding over an amount equal to 125%
(increasing to 150% if such holding over lasts more than one month) of all Rent
which would become due (based on Base Rent and Tenant's Pro Rata Share of Excess
Operating Costs payable for the last month of the Lease Term, together with all
other amounts payable by Tenant to Landlord under this Lease), computed on a
monthly basis for each month or partial month that Tenant remains in
possession.  Tenant shall also pay, indemnify and defend Land­lord
from and against all claims and damages, consequential as well as direct,
sustained by reason of Tenant's holding over, including without limitation
damages associated with Landlord’s inability to deliver the Premises to or
prepare them for a new tenant.  The provisions of this section do not
waive Landlord's right of re-entry or right to regain possession by actions at
law or in equity or any other rights hereunder, and any receipt of payment by
Landlord shall not be deemed a consent by Landlord to Tenant's remaining in
possession or be construed as creating or renewing any lease or right of tenancy
between Landlord and Tenant.





ARTICLE
13


MISCELLANEOUS





13.1           QUIET ENJOYMENT.  If
and so long as Tenant pays all Rent and keeps and performs each and every term,
covenant and condition herein contained on the part of Tenant to be kept and
performed, Tenant shall quietly enjoy the Premises without hindrance by
Landlord.





13.2           ACCORD AND
SATISFACTION.  No receipt and retention by Landlord of any
payment tendered by Tenant in connection with this Lease shall constitute an
accord and satisfaction, or a compromise or other settlement, notwithstanding
any accompanying statement, instruction or other assertion to the contrary
unless Landlord expressly agrees to an accord and satisfaction, or a compromise
or other settlement, in a separate writing duly executed by
Landlord.  Landlord will be entitled to treat any such payments as
being received on account of any item or items of Rent, interest, expense or
damage due in connection herewith, in such amounts and in such order as Landlord
may determine at its sole option.





13.3           SEVERABILITY.  The
parties intend this Lease to be legally valid and enforceable in accordance with
all of its terms to the fullest extent permitted by law.  If any term
hereof shall be invalid or unenforceable, the parties agree that such term shall
be stricken from this Lease to the extent unenforceable, the same as if it never
had been contained herein.  Such invalidity or unenforceability shall
not extend to any other term of this Lease, and the remaining terms hereof shall
continue in effect to the fullest extent permitted by law, the same as if such
stricken term never had been contained herein.





13.4           SUBORDINATION AND
ATTORNMENT.  Tenant acknowledges that this Lease is
automatically subject and subordinate to all leases in which Landlord is lessee
and to any mortgage or deed of trust now in force against the Building and/or
Project, and to all advances made or hereafter to be made thereunder, or any
amendments or modifications thereof.  Tenant further acknowledges that
this Lease shall automatically be subordinate to any future leases in which
Landlord is lessee and to any future mortgage or deed of trust hereafter in
force against the Building and/or Project, and to all advances made or hereafter
to be made thereunder.  All such existing and future leases, mortgages
and deeds of trust referred to collectively as "Superior
Instruments."  Tenant also agrees that if the holder of any
Superior Instrument elects to have this lease be superior to its Superior
Instrument and gives notice of its election to Tenant, then this lease shall be
superior to the lien of any such lease, mortgage or deed of trust and all
renewals, replacements and extensions thereof, whether this Lease is dated
before or after such lease, mortgage or deed of trust.  Tenant further
agrees to execute and deliver to Landlord such further instru­ments
consenting to or confirming the subordination of this Lease to any mortgage and
to any ground lease, and containing such other related provisions which may be
reasonably requested in writing by Landlord, or by Landlord’s mortgagee or
ground lessor, within ten (10) days after Tenant’s receipt of such written
request. As long as Tenant is not in Default under this Lease, this paragraph
shall not result in a disturbance or interference with Tenant’s Permitted Usage
of the Premises or Tenant’s rights hereunder.





In the
event of any transfer in lieu of foreclosure or termination of a lease in which
Landlord is lessee or the foreclosure of any Superior Instrument, or sale of the
Property pursuant to any Superior Instrument, Tenant shall attorn to such
purchaser, transferee or lessor and recognize such party as landlord under this
Lease, provided such party acquires and accepts the Premises subject to this
lease.  The agreement of Tenant to attorn contained in the immediately
preceding sentence shall survive any such foreclosure sale or transfer. As long
as Tenant is not in Default under this Lease, this paragraph shall not result in
a disturbance or interference with Tenant’s Permitted Usage of the Premises or
Tenant’s rights hereunder.





Tenant
and Landlord shall execute Landlord’s existing mortgage lender’s current form of
Lease Subordination, Nondisturbance And Attornment Agreement (a copy of which
has been provided to Tenant).  Landlord will then use commercially
reasonable efforts to obtain the lender’s signature thereon.





13.5           ATTORNEY'S FEES.  If
the services of an attorney are required by any party to secure the performance
under this Lease or otherwise upon the breach or default of the other party to
the Lease, or if any judicial remedy is necessary to enforce or interpret any
provision of the Lease, the prevailing party shall be entitled to reasonable
attorney's fees, costs and other expenses, in addition to any other relief to
which such prevailing party may be entitled.





13.6           APPLICABLE
LAW.  This Lease shall be construed according to the laws of
the state in which the Premises are located.





13.7           BINDING EFFECT;
GENDER.  This Lease shall be binding upon and inure to the
benefit of the parties and their successors and assigns.  It is
understood and agreed that the terms "Landlord" and "Tenant" and verbs and
pronouns in the singular number are uniformly used throughout this Lease
regardless of gender, number or fact of incorporation of the parties
hereto.





13.8           TIME.  Time is of
the essence of this Lease.





13.9           ENTIRE
AGREEMENT.  This Lease and the schedules and addenda attached
set forth all the covenants, promises, agreements, representations, conditions,
statements and understandings between Landlord and Tenant concerning the
Premises and the Building and the Project, and there are no representations,
either oral or written between them other than those in this
Lease.  This Lease shall not be amended or modified except in writing
signed by both parties.  Failure to exercise any right in one or more
instances shall not be construed as a waiver of the right to strict performance
or as an amendment to this Lease.





13.10                      NOTICES.  Any notice
or demand provided for or given pursuant to this Lease shall be in writing and
served on the parties at the addresses listed in Sections 1.1(n) and
(o). Any notice shall
be either (i) personally delivered to the addressee set forth above, in
which case it shall be deemed delivered on the date of delivery to said
addressee; or (ii) sent by registered or certified mail/return receipt
request­ed, in which case it shall be deemed delivered 3 business days after
being deposited in the U.S. Mail; or (iii) sent by a nationally recognized
overnight courier, in which case it shall be deemed delivered 1 busi­ness
day after deposit with such courier. The addresses listed in Sections 1.1(n) and
(o) may be changed by
written notice to the other parties, provided, however, that no notice of a
change of address shall be effective until the date of delivery of such notice.
Copies of notices are for informational purposes only and a failure to give or
receive copies of any notice shall not be deemed a failure to give
notice.





13.11                      HEADINGS.  The
headings on this Lease are included for convenience only and shall not be taken
into consideration in any construction or interpretation of this Lease or any of
its provisions.





13.12                      BROKERAGE
COMMISSIONS.  Tenant and Landlord each represents to the other
that no broker or agent was instrumental in procuring or negotiating or
consummating this Lease other than Broker of Record whose compensation shall be
paid by Landlord, and Cooperating Broker, if any, whose compensation shall be
paid by Broker of Record, and Tenant and Landlord each agree to defend,
indemnify and hold harmless the other party against any loss, cost, expense or
liability  for any compensa­tion, commission, fee or charge,
including reasonable attorney's fees, resulting from any claim of any other
broker, agent or finder claiming under or through the indemnifying party in
connection with this Lease or its negotiation.





13.13                      SALE BY
LANDLORD.  In the event of sale or conveyance or transfer by
Landlord of its interest in the Project or in any Building or Buildings in which
the Premises are located or in this Lease, the same shall operate to release
Landlord from any future liability upon any of the covenants or conditions,
express or implied, herein contained in favor of Tenant, and in such event
Tenant agrees to look solely to the responsibility of the successor in interest
of Landlord in and to this Lease.  This Lease shall not be affected by
any such sale, conveyance or transfer.





13.14                      JOINT AND SEVERAL LIABILITY.
If Tenant is comprised of more than one party, each such party shall be jointly
and severally liable for Tenant's obligations under this Lease.





13.15                      COUNTERPARTS.  This Lease may
be simultaneously executed in several counter­parts, each of which shall be
an original and all of which shall constitute but one and the same
instrument.  Landlord shall have the unilateral right to insert the
date of this Lease on page 1 and the cover page hereof.





13.16                      EXECUTION,
DELIVERY.  Landlord’s submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or
option for lease.  This instrument is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant; provided, however, that
Tenant’s execution and delivery of this Lease to Landlord or its agents shall
constitute an irrevocable offer by Tenant to lease the Premises on the terms and
conditions herein contained, which offer may not be revoked for thirty (30) days
after such delivery.  Any person signing this Lease on behalf of
Landlord or Ten­ant warrants and represents that (s)he has authority to do
so.





13.17                      ILLINOIS
REGISTRATION.  Within five (5) business days following its
execution of this Lease, Tenant shall provide evidence to Landlord that Tenant
is in good standing in the State in which it is incorporated, is registered to
do business in the State of Illinois, and is in good standing with the Illinois
Secretary of State.





ARTICLE
14


RENEWAL
AND ROFR





14.1           RENEWAL
OPTION.  Subject to the provisions hereinafter set forth,
Landlord hereby grants to Tenant an option to renew the Term of this Lease on
the same terms, conditions and provisions as contained in this Lease, except as
otherwise provided herein, for one period of five (5) years (the “Renewal Period”) after the
expiration of the initial Term, which Renewal Period shall commence on the day
after the Expiration Date (the “Renewal Period Commencement
Date”) and end on the day before the fifth (5th) anniversary of the
Renewal Period Commencement Date (the “Renewal Period Expiration
Date”).





a.           Said
option shall be exercisable by written notice from Tenant to Landlord of
Tenant’s election to exercise said option given not later than the date which is
nine (9) months prior to the Renewal Period Commencement Date, time being of the
essence.  If Tenant’s option is not so exercised, said option shall
thereupon expire.





b.           Tenant
may exercise said option, and an exercise thereof shall be effective, only if at
the time of Tenant’s exercise of said option, and on the Renewal Period
Commencement Date: (i) this Lease is in full force and effect, (ii) Tenant is
not in Default under this Lease, and (iii) the entire Premises are occupied by
the original Tenant named herein (or an Affiliate) and said Tenant has not
assigned this Lease or sublet all or any portion of the Premises (other than to
an Affiliate).  Without limitation of the foregoing, no assignee and
no sublessee, other than an Affiliate, shall be entitled to exercise the renewal
option under this Section.





c.           It
shall be a condition to the effectiveness of an exercise of said option that
Tenant shall submit current audited and certified financial statements of Tenant
(unless Tenant’s financial statements are not audited, in which case reviewed
statements shall be acceptable) to Landlord concurrently with Tenant’s notice
exercising said option.





d.           During
the Renewal Period, Tenant shall continue to pay Tenant's Pro Rata Share of
Excess Operating Costs as set forth in the Lease, and Tenant’s Base Rent per
RSF, with respect to all space included in the Premises as of the Renewal Period
Commencement Date, shall be as follows:





Renewal
      Year
              Base
      Rent/RSF1
              $26.002
              $26.503
              $27.004
              $27.505
              $28.00





e.           If
Tenant has validly exercised said option, within thirty (30) days after request
by either party hereto Landlord and Tenant shall enter into a written amendment
to this Lease confirming the terms, conditions and provisions applicable to the
Renewal Period as determined in accordance herewith.





14.2           ROFR.  Subject to
the provisions below, and provided there is no Event of Default by Tenant under
the Lease and that Tenant has not subleased or assigned its rights
there­under, Tenant shall have a Right of First Refusal (“ROFR”) with
respect to the suite which is con­tiguous to the Premises and contains
approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease
(“ROFR Space”).  The ROFR shall begin on the Commencement Date and
shall expire when there shall be less than 18 months remaining in the Lease Term
(excluding any then unexercised renewal option).  Landlord shall
periodically advise Tenant in writing (“ROFR Notice”) of the major economic
terms of any bona fide offer to lease the ROFR Space which Landlord has made to
or received from a third party. The major economic terms in the ROFR Notice
shall include, at a minimum, the lease term, base rental rate, operating cost
stop or Base Year, tenant improvement allowance, and rent commencement date.
During the five (5) business days after Tenant’s receipt of the ROFR Notice,
Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance
Notice”) that it wishes to lease the ROFR Space, in which event Landlord and
Tenant shall enter into a separate lease or lease amendment within the following
twenty (20) days adding the ROFR Space to the Premises upon the major economic
terms for the ROFR Space specified in the ROFR Notice, including the lease term,
and otherwise containing provisions equivalent to those in this Lease. Tenant
shall lease the ROFR Space “As is,” with no agreement of Landlord to alter,
remodel, decorate, clean or improve the ROFR Space, or to provide Tenant with
any credit or allowance for the same, except as expressly set forth in the ROFR
Notice.  If Tenant does not pro­vide a timely Acceptance Notice,
or timely execute the separate lease or ,,lease amendment, then Landlord may
lease the ROFR Space on substantially similar terms  (i.e., within 7.5%) to any
third person during the eight (8) months following the ROFR Notice without
further notice to Tenant.  Tenant shall have no further ROFR rights
once the ROFR Space has been leased to a third person.





[Remainder
of page intentionally left blank; signature page follows]







This
Lease is executed as of the date first written above.








LANDLORD
              AGF WOODFIELD OWNER,
      L.L.C., a Delaware limited liability company
              By:    JONES
      LANG LASALLE AMERICAS
              (ILLINOIS), L. P., Property
      Manager and Authorized Agent
              By:               /s/
      Timothy W. Casey
              Name:               
      Timothy W. Casey
              Its:               Vice
President





TENANT
              THE ULTIMATE SOFTWARE GROUP,
      INC., a Delaware corporation
              By:               /s/ Robert
      Manne
              Name:                        Robert
      Manne
              Its:                  Vice
      President








Page


SCHEDULE
1


DEPICTION OF
PREMISES

















SCHEDULE
1A


DEPICTION OF ROFR
SPACE













SCHEDULE
2


RULES AND
REGULATIONS








GENERAL
RULES





Tenant
shall faithfully observe and comply with the following Rules and
Regulations.





1.           Tenant
shall not alter any locks or install any new or additional locks or bolts on any
doors or windows of the Premises without obtaining Landlord's prior written
consent.  Tenant shall bear the cost of any lock changes or repairs
required by Tenant.  Keys required by Tenant must be obtained from
Landlord at a reasonable cost to be established by Landlord.





2.           All
doors opening to public corridors shall be kept closed at all times except for
normal ingress and egress to the Premises.  Tenant shall assume any
and all responsibility for protecting the Premises from theft, robbery and
pilferage, which includes keeping doors locked and other means of entry to the
Premises closed.





3.           Landlord
reserves the right to close and keep locked all entrance and exit doors of the
Project except during the Project's normal hours of business as defined in
section 11.4 of the Lease.  Tenant, its employees and agents must be
sure that the doors to the Project are securely closed and locked when leaving
the Premises if it is after the normal hours of business of the
Project.  Tenant, its employees, agents or any other persons entering
or leaving the Project at any time when it is so locked, or any time when it is
considered to be after normal business hours for the Project, may be required to
sign the Project register.  Access to the Project may be refused
unless the person seeking access has proper identification or has a previously
received authorization for access to the Project. Landlord reserves the right to
refuse admittance to the Project after business hours to any person not
producing both a key to the Premises and/or a pass issued by Landlord. Landlord
and its agents shall in no case be liable for damages for any error with regard
to the admission to or exclusion from the Project of any person.  In
case of invasion, mob, riot, public excitement, or other commotion, Landlord
reserves the right to prevent access to the Project during the continuance
thereof by any means it deems appropriate for the safety and protection of life
and property.





4.           Landlord
reserves the right, in Landlord's sole and absolute discretion, to close or
limit access to the Project and/or the Premises, from time to time, due to the
failure of utilities, due to damage to the Project and/or the Premises, to
ensure the safety of persons or property or due to government order or
directive, and Tenant agrees to immediately comply with any such decision by
Landlord.  If Landlord closes or limits access to the Project and/or
the Premises for the reasons described above, Landlord's actions shall not
constitute a breach of the Lease.





5.           No
furniture, freight or equipment of any kind shall be brought into the Project
without Landlord's prior authorization.  Tenant shall only move in and
out of the Premises at times designated by Landlord, in Landlord's sole
discretion (e.g., Landlord could require that all moves in and out of the
Premises only occur on weekends or on weekdays between 5:00 p.m. and 11:59
p.m.).  All moves in and out of the Premises shall be scheduled with
Landlord in advance, on a first come, first served basis.  All
property shall be moved in and out of the Premises using the freight
elevator.  Landlord shall have the right, in its sole discretion, to
permit only one tenant to move in or out of the Project at a
time.  When moving equipment, furniture and other items into and out
of the Premises, Tenant shall take whatever precautions Landlord designates to
protect the Project from damage (e.g., placing plastic or other protective
material on carpets in the common areas and the Premises).  Landlord
shall have the right to prescribe the weight, size and position of all safes and
other heavy property brought into the Project and also the times and manner of
moving the same in and out of the Project.  Safes and other heavy
objects shall, if considered necessary by Landlord, stand on supports of such
thickness as is necessary to properly distribute the weight, and Tenant shall be
solely responsible for the cost of installing all supports.  Landlord
will not be responsible for loss of or damage to any such safe or property in
any case.  Any damage to any part of the Project, its contents,
occupants or visitors by moving or maintaining any such safe or other property
shall be the sole responsibility and expense of Tenant.





6.           The
requirements of Tenant will be attended to only upon application at the
management office for the Project or at such office location designated by
Landlord.  Tenant shall not ask employees of Landlord to do anything
outside their regular duties without special authorization from
Landlord.





7.           Tenant
shall not disturb, solicit, or canvass any occupant of the Project and shall
cooperate with Landlord and its agents to prevent the same.  Tenant,
its employees and agents shall not loiter in or on the entrances, corridors,
sidewalks, lobbies, halls, stairways, elevators, or any Common Areas for the
purpose of smoking tobacco products or for any other purpose, nor in any way
obstruct such areas, and shall use them only as a means of ingress and egress
for the Premises.  Smoking shall not be permitted in the Common
Areas.





8.           The
toilet rooms, urinals and wash bowls shall not be used for any purpose other
than that for which they were constructed, and no foreign substance of any kind
whatsoever shall be thrown therein.  The expense of any breakage,
stoppage or damage resulting from the violation of this rule shall be borne by
the tenant who, or whose employees or agents, shall have caused it.





9.           Except
for vending machines intended for the sole use of Tenant's employees and
invitees, no vending machine or machines other than fractional horsepower office
machines shall be installed, maintained or operated upon the Premises without
the written consent of Landlord.  All vendors or other persons
visiting the Premises shall be subject to the reasonable control of
Landlord.  Tenant shall not permit its vendors or other persons
visiting the Premises to solicit other tenants of the Project.





10.           Tenant
shall not use or keep in or on the Premises or the Project any kerosene,
gasoline or other inflammable or combustible fluid or
material.  Tenant shall not bring into or keep within the Premises or
the Project any animals, birds, bicycles or other vehicles.





11.           Tenant
shall not use, keep or permit to be used or kept, any foul or noxious gas or
substance in or on the Premises, or permit or allow the Premises to be occupied
or used in a manner offensive or objectionable to Landlord or other occupants of
the Project by reason of noise, odors, or vibrations, or to otherwise interfere
in any way with the use of the Project by other tenants.





12.           No
cooking shall be done or permitted on the Premises, nor shall the Premises be
used for the storage of merchandise, for loading or for any improper,
objectionable or immoral purposes.  Notwithstanding the foregoing,
Underwriters' Laboratory approved equipment and microwave ovens may be used in
the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages for employees and visitors of Tenant, provided that such use is in
accordance with all applicable federal, state and city laws, codes, ordinances,
rules and regulations; and provided further that such cooking does not result in
odors escaping from the Premises.





13.           Landlord
shall have the right to approve where and how telephone wires are to be
introduced to the Premises.  No boring or cutting for wires shall be
allowed without the consent of Landlord.  The location of telephone
call boxes and other office equipment affixed to the Premises shall be subject
to the approval of Landlord.  Tenant shall not mark, drive nails or
screws, or drill into the partitions, woodwork or plaster contained in the
Premises or in any way deface the Premises or any part thereof without
Landlord's prior written consent.  Landlord hereby consents to
Tenant’s hanging of pictures and other decorative items in the Premises,
provided that such conduct does not breach any other provision of the
Lease.  Tenant shall not install any radio or television antenna,
satellite dish, loudspeaker or other device on the roof or exterior walls of the
Project.  Tenant shall not interfere with broadcasting or reception
from or in the Project or elsewhere.





14.           Landlord
reserves the right to exclude or expel from the Project any person who, in the
judgment of Landlord, is intoxicated or under the influence of liquor or drugs,
or who shall in any manner do any act in violation of any of these Rules and
Regulations.





15.           Tenant
shall not waste electricity, water or air conditioning and agrees to cooperate
fully with Landlord to ensure the most effective operation of the Project's
heating and air conditioning system, and shall refrain from attempting to adjust
any controls.  Tenant shall not without the prior written consent of
Landlord use any method of heating or air conditioning other than that supplied
by Landlord.  Tenant shall not use electric fans or space heaters in
the Premises.





16.  Tenant
shall store all its trash and garbage within the interior of the
Premises.  No material shall be placed in the trash boxes or
receptacles if such material is of such nature that it may not be disposed of in
the ordinary and customary manner of removing and disposing of trash in the
vicinity of the Project without violation of any law or ordinance governing such
disposal.  All trash, garbage and refuse disposal shall be made only
through entry-ways and elevators provided for such purposes at such times as
Landlord shall designate.





17.           Tenant
shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.





18.           No
awnings or other projection shall be attached to the outside walls or windows of
the Project by Tenant.  No curtains, blinds, shades or screens shall
be attached to or hung in any window or door of the Premises without the prior
written consent of Landlord.  Landlord shall have the right to require
Tenant to use Landlord's standard curtains or window
coverings.  Tenant shall not place any signs in the windows of the
Premises or the Project.  All electrical ceiling fixtures hung in the
Premises must be fluorescent and/or of a quality, type, design and bulb color
approved by Landlord.  Tenant shall abide by Landlord's regulations
concerning the opening and closing of window coverings which are attached to the
windows in the Premises.  The skylights, windows, and doors that
reflect or admit light and air into the halls, passageways or other public
places in the Project shall not be covered or obstructed by Tenant, nor shall
any bottles, parcels or other articles be placed on the
windowsills.





19.           Tenant
shall not employ any person or persons other than the janitor of Landlord for
the purpose of cleaning the Premises unless otherwise agreed to in writing by
Landlord.  Except with the prior written consent of Landlord, no
person or persons other than those approved by Landlord shall be permitted to
enter the Project for the purpose of cleaning same.  Landlord shall in
no way be responsible to Tenant for any loss of property on the Premises,
however occurring, or for any damage done to the effects of Tenant or any of its
employees or other persons by the janitor of Landlord.  Landlord shall
not be obligated to notify Tenant of the times at which the janitorial staff
will enter the Premises, and Tenant hereby authorizes the janitorial staff to
enter the Premises at any time, without notice.  Janitor service shall
include ordinary dusting and cleaning by the janitor assigned to such work and
shall not include cleaning of carpets or rugs, except normal vacuuming, or
moving of furniture and other special services.  Window cleaning shall
be done only by Landlord at reasonable intervals and as Landlord deems
necessary.





20.           Tenant
acknowledges that the local fire department has previously required Landlord to
participate in a fire and emergency preparedness program or may require Landlord
and/or Tenant to participate in such a program in the future.  Tenant
agrees to take all actions necessary to comply with the requirements of such a
program including, but not limited to, designating certain employees as "fire
wardens" and requiring them to attend any necessary classes and meetings and to
perform any required functions.





21.           Tenant
and its employees shall comply with all federal, state and local recycling
and/or resource conversation laws and shall take all actions requested by
Landlord in order to comply with such laws.  Tenant and its employees
shall participate in any recycling or resource conservation program implemented
by Landlord, at Tenant's sole expense.





PARKING
RULES





1.           Parking
areas shall be used only for parking by vehicles no longer than full size,
passenger automobiles.  Tenant and its employees shall park
automobiles within the lines of the parking spaces.





2.           Tenant
shall not permit or allow any vehicles that belong to or are controlled by
Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be
loaded, unloaded, or parked in areas other than those designated by Landlord for
such activities.  Users of the parking area will obey all posted signs
and park only in the areas designated for vehicle parking.





3.           Parking
stickers, parking cards and other identification devices shall be the property
of Landlord and shall be returned to Landlord by the holder thereof upon
termination of the holder's parking privileges.  Landlord may require
Tenant and each of its employees to give Landlord a deposit when a parking card
or other parking device is issued.  Landlord shall not be obligated to
return the deposit unless and until the parking card or other device is returned
to Landlord.  Tenant will pay such replacement charges as is
reasonably established by Landlord for the loss of such devices.  Loss
or theft of parking identification stickers or devices from automobiles must be
reported to the parking operator immediately.  Any parking
identification stickers or devices reported lost or stolen found on any
unauthorized car will be confiscated and the illegal holder will be subject to
prosecution.





4.           Landlord
reserves the right to relocate all or a part of parking spaces within the
parking area and/or to reasonably adjacent off site locations(s), and to
allocate them between compact and standard size and tandem spaces, as long as
the same complies with applicable laws, ordinances and regulations.





5.           Unless
otherwise instructed, every person using the parking area is required to park
and lock his own vehicle.  Landlord will not be responsible for any
damage to vehicles, injury to persons or loss of property, all of which risks
are assumed by the party using the parking area.





6.           Validation
of visitor parking, if established, will be permissible only by such method or
methods as Landlord may establish at rates determined by Landlord, in Landlord's
sole discretion.  Only persons visiting Tenant at the Premises shall
be permitted by Tenant to use the Project's visitor parking
facilities.





7.           The
maintenance, washing, waxing or cleaning of vehicles in the parking structure or
Common Areas is prohibited.





8.           Tenant
shall be responsible for seeing that all of its employees, agents and invitees
comply with the applicable parking rules, regulations, laws and
agreements.  Parking area managers or attendants, if any, are not
authorized to make or allow any exceptions to these Parking Rules and
Regulations.  Landlord reserves the right to terminate parking rights
for any person or entity that willfully refuses to comply with these rules and
regulations.





9.           Every
driver is required to park his own car.  Where there are tandem
spaces, the first car shall pull all the way to the front of the space leaving
room for a second car to park behind the first car.  The driver
parking behind the first car must leave his key with the parking
attendant.  Failure to do so shall subject the driver of the second
car to a Fifty Dollar ($50.00) fine.  Refusal of the driver to leave
his key when parking in a tandem space shall be cause for termination of the
right to park in the parking facilities.  The parking operator, or his
employees or agents, shall be authorized to move cars that are parked in tandem
should it be necessary for the operation of the garage.  Tenant agrees
that all responsibility for damage to cars or the theft of or from cars is
assumed by the driver, and further agrees that Tenant will hold Landlord
harmless for any such damages or theft.





10.           No
vehicles shall be parked in the parking garage overnight.  The parking
garage shall only be used for daily parking and no vehicle or other property
shall be stored in a parking space.





11.           Any
vehicle parked by Tenant, its employees, contractors or visitors in a reserved
parking space or in any area of the parking area that is not designated for the
parking of such a vehicle may, at Landlord's option, and without notice or
demand, be towed away by any towing company selected by Landlord, and the cost
of such towing shall be paid for by Tenant and/or the driver of said
vehicle.





12.           At
Landlord's request, Tenant shall provide Landlord with a list which includes the
name of each person using the parking facilities based on Tenant's parking
rights under this Lease and the license plate number of the vehicle being used
by that person.  Tenant shall provide Landlord with an updated list
within five (5) days after any part of the list becomes inaccurate.







13.           Landlord
reserves the right at any time to change or rescind any one or more of these
Rules and        Regulations, or to make
such other and further reasonable Rules and Regulations as in Landlord's
judgment may from time to time be necessary for the management, safety, care and
cleanliness of the Project, and for the preservation of good order therein, as
well as for the convenience of other occupants and tenants
therein.  Landlord may waive any one or more of these Rules and
Regulations for the benefit of any particular tenant, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other tenant, nor prevent Landlord from thereafter enforcing any such
Rules or Regulations against any or all tenants of the
Project.  Tenant shall be deemed to have read these Rules and
Regulations and to have agreed to abide by them as a condition of its occupancy
of the Premises.













SCHEDULE
3


UTILITY
SERVICES





The
Landlord shall provide, as part of Operating Costs except as otherwise provided,
the following services:





1.
            Air
      Conditioning and heat for normal purposes only, to provide in Landlord's
      reasonable judgment, comfortable occupancy Monday through Friday from 8:00
      a.m. to 6:00 p.m., and Saturday from 8:00 a.m. to 1:00 p.m., Sundays and
      holidays (New Year’s Day, Memorial Day, 4th of July, Labor Day,
      Thanksgiving, and Christmas Day) excepted.  Tenant agrees not to
      use any apparatus or device, in or upon or about the Premises, and Tenant
      further agrees not to connect any apparatus or device with the conduits or
      pipes, or other means by which such services are supplied, for the purpose
      of using additional or unusual amounts of such services, without written
      consent of Landlord.







Whenever
heavy concentration of personnel, motors, machines or equipment, including
telephone equipment, used in the Premises adversely affects the temperature or
humidity otherwise maintained by the air conditioning system, Landlord reserves
the right to install supplementary air conditioning capacity or units in the
Premises and the cost thereof, including the cost of installation and the cost
of operation and maintenance thereof, shall be paid by Tenant to Landlord upon
demand by Landlord.





Landlord
will also furnish heat and air conditioning at such other times as are not
provided for above on condition that Tenant gives Landlord notice (which need
not be in writing) by no later than noon on any given day (or by noon on Friday
for service over a weekend) of Tenant's needs for such additional heating or air
conditioning, and provided Tenant pays to Landlord its regular charges, as
revised from time to time (which charges may include a markup, not to exceed 20%
of Landlord’s costs, for overhead and supervision), for such additional heating
or air condition­ing, which charges shall be allocated among all users so
requesting additional heating and air conditioning.





2.
            Electric
      power for Tenant lighting and operating of office machines is separately
      metered and billed to Tenant by Commonwealth Edison or an alternate
      electric service provider selected by
Landlord.





3.
            Water
      for lavatory and toilet purposes from the regular Building supply (at the
      prevailing temperature) through fixtures installed by Landlord, (or by
      Tenant with Landlord's written
consent).








SCHEDULE
4


MAINTENANCE
SERVICES





1.
            In
      order that the Building may be kept in a state of cleanliness, each tenant
      shall during the term of each respective lease, permit Landlord's
      employees (or Landlord's agent's employees) to take care of and clean the
      Premises and tenants shall not employ any person(s) other than Landlord's
      employees (or Landlord's agent's employees) for such
    purpose.





2.
            Landlord
      shall supply public restroom supplies, public area lamp replacement,
      window washing with reasonable frequency, and janitorial services to the
      common areas of the Project and Building, and Premises, during the time
      and in the manner that such janitorial services are customarily furnished
      in general office buildings in the
area.





3.
            Landlord
      agrees to maintain the exterior and common areas of Building to include
      maintenance of the structure, roof, mechanical, electrical and HVAC
      equipment, elevators, architectural finish, lawn and shrub care, snow
      removal and so on, excluding only those items specifically excepted
      elsewhere in this Lease.








SCHEDULE
4 (A)


CLEANING
SCHEDULE





Landlord
shall furnish janitorial services as described below.





MONDAY
THROUGH FRIDAY, INCLUSIVE (HOLIDAYS EXCEPTED)





1.
            Sweep,
      dry mop or vacuum all floors
complete.





2.
            Dust
      all horizontal surfaces that can be reached without a ladder with a
      treated cloth, mitt or duster.





3.
            Sweep
      all steps, sidewalks and plazas.





4.
            Clean
      passenger elevator cab and landing doors, including
  floors.





5.
            Empty
      all waste containers.





6.
            Clean
      all public wash and restrooms





(a)
            All
      cleaning will be performed with approved germicidal detergents at
      disinfectant strengths.





(b)
            All
      toilets and urinals on all surfaces nightly; acid bowl cleaner to be used
      in the interior.





(c)
            All
      wash basins, shelves, dispensers and all other washroom fixtures will be
      cleaned nightly.





(d)
            All
      mirrors will be cleaned and polished
nightly.





(e)
            All
      chrome and other bright work, including exposed plumbing, toilet seat
      hinges, etc., will be cleaned and polished
  nightly.





(f)
            All
      water receptacles are to be emptied and cleaned
  nightly.





(g)
            All
      lavatory floors will be swept and mopped with a germicidal detergent
      solution nightly.





(h)
            Washroom
      supplies will be replenished as
needed.





(i)
            Once
      each month, remove hard water stains from toilet fixtures by using bowl
      cleaner after normal cleaning. Follow manufacturer’s
      recommendations.





7.
            All
      normal rubbish and office waste paper shall be removed from Tenant floors
      and carried to a designated location. Tenant shall pay Landlord’s charges
      for excess trash removal upon billing as Additional
  Rent.





WEEKLY





1.
            Dust
      and wipe clean with dust cloth all desk
tops.





2.
            Spot
      clean all doors, switch plates, wall and glass areas adjacent to
      doors.





3.
            Dust
      and wipe all tops of all file cabinets and
  counters.





4.
            Sweep
      building stairwells.





5.
            Damp
      mop floors and/or spray buff for heavy scuffs, if
    necessary.





6.
            Clean
      glass in building directory.





7.
            Wipe
      all water containers.





8.
            Wash
      all glass entrance doors and side panels inside and
  out.





MONTHLY





1.
            When
      possible, sweep and hose down exterior walks, trucking areas and shipping
      platforms.





2.
            Dust
      windowsills.





EVERY
THREE MONTHS





1.
            Dust
      vertical surfaces of all furniture.





2.
            Scrub
      all resilient floor areas so as to maintain a highly polished
      surface.





3.
            Shampoo
      common area carpeting.











SCHEDULE
5


PARKING





Landlord
hereby grants to Tenant a license to the use during the term of this Lease the
Parking described in Section 1.1(j) and Section 5.1(c).  The
non-reserved parking spaces shall be made available to Tenant on an allocated
basis.  Landlord shall maintain approximately 4.0 parking spaces per
1,000 RSF during the Lease Term for the benefit of the Project’s
tenants.  Landlord may, in its sole discretion, assign tandem parking
spaces to Tenant and designate the location of any reserved parking
spaces.  For purposes of this Lease, a “parking space” refers to the
space in which one (1) motor vehicle is intended to park (i.e., a tandem parking stall
includes two tandem parking spaces).  Tenant agrees to comply with
such reasonable rules and regulations as may be made by Landlord from time to
time in order to ensure the proper operation of the parking
facilities.  In consideration of the right to use the Parking, Tenant
shall pay to Landlord on the first day of each calendar month, the amount (if
any) specified in Section 1.1(j) in
addition to the Rent and other charges payable by Tenant under this Lease;
Landlord may adjust such rate from time to time to reflect Land­lord’s
then-current rate for reserved parking spaces.  The parking rates
charged to Tenant or Tenant's visitors may not be the lowest parking rates
charged by Landlord for the use of the parking
facility.  Notwithstanding anything to the contrary contained herein,
any tax imposed on the privilege of occupying space in the parking facility,
upon the revenues received by Landlord from the parking facility or upon the
charges paid for the privilege of using the parking facility by any governmental
or quasi-governmental entity may be added by Landlord to the monthly parking
charges paid by Tenant at any time, or Landlord may require Tenant and other
persons using the parking facility to pay said amounts directly to the taxing
authority.





Tenant
agrees not to overburden the parking facilities and agrees to cooperate with
Landlord and other tenants in the use of parking facilities.  Landlord
reserves the right in its sole discretion to determine whether parking
facilities are becoming crowded, and in such event, to allocate specific parking
spaces among Tenant and other tenants or to take such other steps necessary to
correct such condition, including but not limited to policing and towing, and if
Tenant, its agents, officers, employees, contractors, licensees or invitees are
reasonably deemed by Landlord to be contributing to such condition, to charge to
Tenant as Rent that portion of the cost thereof which Landlord reasonably
determines to be caused thereby.  Landlord may, in its sole
discretion, change the location and nature of the parking spaces available to
Tenant, provided that after such change, there shall be available to Tenant
approximately the same number of spaces as available before such
change.








SCHEDULE
6


WORKLETTER





1.           Work.  Landlord,
at its cost and expense shall construct or cause to be constructed the “Landlord’s Work” as set forth in a Space
Plan as mutually agreed upon by Landlord and Tenant, which shall be subject to
revision but substantially similar to the Space Plan attached as Exhibit A to this
Work­letter. Landlord’s Work shall consist of the design, construction,management, supervision,
and any other tasks necessary for the building of  interior tenant
improvements.  Landlord’s Work shall be constructed in a good and
workmanlike fashion and in compliance with all applicable laws, ordinances,
regulations, building and fire codes, and other govern­mental requirements,
including without limitation the Americans with Disabilities Act.





The
“Costs” of the
Landlord’s Work is  expected to exceed “Landlord’s Allowance” as
defined below. The Tenant shall pay the sum of $139,005.00 (“Tenant’s Cost”) towards the
Landlord’s Work, and shall not be obligated to pay any amounts in excess of
Tenant’s Cost except as expressly provided herein (any such Costs not payable by
Tenant shall be timely paid by Landlord). Tenant shall pay one-half (1⁄2) of the
Tenant’s Cost to Landlord within five (5) business days following Landlord’s
execution and delivery of this Lease, and Tenant shall pay the remaining
one-half (1⁄2) of the Tenant’s Cost to Landlord upon Substantial Completion. If
the actual Costs of the Landlord’s Work are less than the amount set forth in
the Proposal described below, then Tenant shall receive the benefit of such
savings by a reduction of the amount due from Tenant upon Substantial
Completion.





If
Tenant’s changes to the Plans (which changes shall be subject to Landlord’s
approval in its reasonable discretion) cause the Costs of the Landlord’s Work to
increase, then Tenant shall pay all of such increased costs within fourteen days
of a change order signed by both parties outlining the changed work and the cost
for same. Any change orders shall increase the price based upon the cost of the
additional work plus overhead and profitnot to exceed twenty (20%)
percent of said cost.





(a)           “Landlord’s Allowance” shall
mean $275,135.00 ($35.00 multiplied by the RSF of the Premises).





(b)           “Costs” of the Landlord’s Work
shall mean all costs reasonably attributable to Landlord’s Work, including
without limitation all costs of architects, engineers, construction, supplies,
materials, Plans, drawings, permits, inspections, Landlord’s reasonable
third-party out-of-pocket costs in connection with supervision of Landlord’s
Work, and an additional three percent (3%) of the Costs (which shall be deducted
from the Landlord’s Allowance) for Landlord’s internal construction
manage­ment, review, and supervision of the Work. Costs that are
attributable to Tenant’s changes or other acts shall include, with­out
limitation, all out-of-pocket costs incurred by Landlord in reviewing proposed
changes, all costs associated with any stoppage of work while Tenant considers
changes or while Landlord reviews pro­posed changes, and all increases in
the cost of complet­ing Landlord’s Work as specified in the Plans as a
result of Tenant’s changes.





(c)           “Plans” shall mean any drawings
or architectural renderings necessary to obtain permits for Landlord’s Work
including, without limitation if necessary, full and detailed architectural and
engineering plans and specifications covering Landlord’s Work (including,
without limitation, archi­tectural, mechanical, electrical, life safety,
fire protection and plumbing working drawings for Landlord’s Work). Landlord
shall prepare the Plans, based upon the Space Plan and the Proposal (defined
below), and submit them to Tenant for Tenant’s reasonable approval before
beginning construction of Landlord’s Work. Tenant shall respond in writing to
any such submission within five (5) business days, either approving such Plans
or specifying in detail any changes or corrections necessary thereto. Landlord
shall re-submit any corrected plans to Tenant, and Tenant shall respond in
writing within three (3) business days, either approving such Plans or
specifying in detail any changes or corrections necessary thereto. Tenant
acknowledges that its failure to respond to plans within the time periods set
forth in the preceding sentence shall be a Tenant Delay.





Landlord
has obtained and furnished to Tenant a written proposal for Landlord’s Work (the
“Proposal”). Together
with the cost of preparing the Plans, and of Landlord’s construction
manage­ment, review, and supervision fee, and all other related costs and
fees, the Cost of Landlord’s Work under the Proposal is $414,140.00. Tenant
hereby approves such Proposal, and agrees to Landlord’s retention of J.C.
Anderson as general contractor for Landlord’s Work. It is agreed that so long as
Tenant does not make changes to the Landlord’s Work as depicted in the Space
Plan and/or Proposal, or select any of the Alternates in the Proposal, the Costs
of Landlord’s Work for which Tenant shall be responsible under this Workletter
shall not exceed the Tenant’s Cost as defined in the second grammatical
paragraph of para­graph 1 of this Workletter ($139,005.00, which equals
$414,140.00 minus the Landlord’s Allowance of $275,135.00). Tenant shall,
however, be responsible for additional costs to the extent Tenant makes changes
to the  Landlord’s Work in a written change order, or selects in
writing an Alternate in the Proposal.





(d)           
“Substantial Completion”
(or any grammatical variation thereof) means completion of construction of the
Landlord’s Work such that the Premises can be occupied by Tenant for the
Permitted Purpose, and substantially in accordance with this Workletter, except
for items which are identified as punch list items by Landlord and Tenant in a
joint inspection of the Premises prior to Tenant’s occupancy.  The
date of Substantial Completion shall mean the earliest of (i) the actual date of
Substantial Comple­tion, (ii) the date on which the Work would have been
substantially completed if not for “Tenant Delay,” and (iii) the
date Tenant first occupies the Premises for the conduct of
business.  “Tenant
Delay” means any actual delay in Substantial Completion caused by any act
or omission of Tenant, including without limitation Tenant’s failure to make
timely selections, its selection of non-building-standard or out-of-stock
materials, or its request for changes to the Landlord’s Work.





The punch
list shall be generated as reasonably agreed by the parties, based upon the
Landlord’s Work as set forth in the Plans. If Landlord fails (for reasons other
than force majeure and/or interference by Tenant) to cause the punch list items
to be completed within thirty (30) days following the parties’ joint inspection
of the Premises, then Tenant may give Landlord written notice of its intent to
complete some or all of the punch list items itself. If the punch list items
identified in Tenant’s notice have not been completed within 14 days of such
notice, or within three (3) business days following a second notice from Tenant,
then Tenant may complete such punch list items itself, in which event Landlord
shall reimburse Tenant for the reasonable cost thereof. For purposes of clarity,
it is agreed that the self-help mechanism set forth in this paragraph shall
apply only to failures by Landlord to reasonably address particular punch list
items, not to disagreements between Landlord and Tenant as to whether work
performed on a particular punch list item was acceptable. Tenant shall indemnify
and hold harmless Landlord from and against all suits, losses, costs,
liabilities, claims demands, actions, expenses and judgments of every kind and
character suffered by, recovered from or asserted against Landlord on account of
any work performed by Tenant pursuant to this paragraph.With Landlord’s
approval, which will not be unreasonably withheld, Tenant shall have the right
to supplement the original punchlist during the first five (5) days after taking
possession of the Premises, and any such supplemental items shall be addressed
by Landlord in the same manner and time period as for the original Punchlist
items.





2.           Commencement
Date.  The Commencement Date shall be established as set forth
in the Lease.





3.           Tenant's Access To
Premises.





3.1           Landlord,
in its sole discretion, may permit Tenant and Tenant's agents or independent
contractors to enter the Premises prior to the scheduled Commencement Date in
order that Tenant may do other work as may be required by Tenant (and approved
by Landlord pursuant to the Lease) to make the Premises ready for Tenant's use
and occupancy.  Such permission must be in writing prior to
entry.  If Landlord permits such prior entry, then such license shall
be subject to the condition that Tenant and Tenant's agents, contractors,
workmen, mechanics, suppliers, and invitees shall work in harmony with and not
interfere with Landlord and its agents and contractors in doing its work in the
Premises or the Building or with other tenants and occupants of the Building or
the Project.  If at any time such entry shall cause or threaten to
cause disharmony or interference, Landlord, in its sole discretion, shall have
the right to withdraw and cancel such license upon notice to
Tenant.  Tenant agrees that any such entry into the Premises shall be
deemed to be under all of the terms, covenants, conditions and provisions of the
Lease, except as to the covenant to pay periodic Rent.  Tenant further
agrees that, to the extent permitted by law, Landlord and its principals and
agents shall not be liable in any way for any injury or death to any person or
persons, loss or damage to any of the Work or installations made in the Premises
or loss or damage to property placed therein or there about, the same being at
Tenant's sole risk.





3.2           In
addition to any other conditions or limitations on such license to enter the
Premises prior to the Commencement Date, Tenant expressly agrees that none of
its agents, contractors, workmen, mechanics, suppliers or invitees shall enter
the Premises prior to the Commencement Date unless and until each of them shall
furnish Landlord with satisfactory evidence of insurance coverage, financial
responsibility and appropriate written releases of mechanics' or materialmen's
lien claims.





4.           Miscellaneous
Provisions.  Landlord and Tenant further agree as
follows:





4.1           Except
as herein expressly set forth with respect to the Work, Landlord has no
agreement with Tenant and has no obligation to do any work with respect to the
Premises.  Any other work in the Premises which may be permitted by
Landlord pursuant to the terms and conditions of the Lease shall be done at
Tenant's sole cost and expense and in accordance with the terms and conditions
of the Lease.





4.2           This
Schedule shall not be deemed applicable to:  (a) any additional
space added to the original Premises at any time, whether by the exercise of any
options under the Lease or otherwise, or (b) any portion of the original
Premises or any additions thereto in the event of a renewal or extension of the
original Lease Term, whether by the exercise of any options under the Lease or
any amendment or supplement thereto.  The construction of any
additions or improvements to the Premises not contemplated by this Schedule
shall be effected pursuant to a separate workletter agreement or other document,
in the form then being used by Landlord and specifically addressed to the
allocation of costs relating to such construction.





4.3           Notwithstanding
anything to the contrary contained herein, Landlord will not be obligated to
perform, and the Landlord’s Work will not include, any telecommunications
cabling/wiring, even though the same may be set forth in the
Plans.  Telecommunications cabling/wiring will be purchased by tenant
and installed at Tenant’s expense in conformity with plans prepared by Tenant
and approved by Landlord, with such installation to be performed by contractors
selected and engaged by Tenant and approved by Landlord, which approval will not
be unreasonably withheld.  At Landlord’s option, Tenant shall utilize
Landlord’s riser manager, at the same rate such contractor charges other tenants
in the Building, to handle all vertical work to Tenant’s demark
location.





EXHIBIT
      A


CURRENT
      SPACE PLAN








SCHEDULE
7


COMMENCEMENT DATE
CERTIFICATE





TENANT: THE ULTIMATE SOFTWARE GROUP,
INC., a Delaware corporation





PREMISES: Suite
210





LOCATED AT:  1375
East Woodfield Road, Schaumburg, Illinois 60173





This
letter is to certify that:





1.           The
above referenced Premises have been accepted by the Tenant for
possession.





2.           The
Premises are substantially complete in accordance with the plans and
specifications used in constructing the Premises.





3.           The
Premises can now be used for the Permitted Purpose.








Commencement
Date:                                           ____________________





Expiration
Date:                                _____________________





Executed
this ____ day
of                                                                ,
200__.







TENANT:
              THE ULTIMATE SOFTWARE GROUP,
      INC., a Delaware corporation
              By:
              Name:
              Its: