##### 



Exhibit 10.8




---



##### 



TABLE OF CONTENTS
 Page1.
    
    CERTAIN PROVISIONS AND DEFINITIONS
    
    
    12.
    
    GRANT AND ACCEPTANCE OF LEASE
    
    
    43.
    
    RENT
    
    
    44.
    
    BASE RENT
    
    
    45.
    
    ADDITIONAL RENT
    
    
    46.
    
    USE OF PREMISES
    
    
    87.
    
    TENANT IMPROVEMENTS
    
    
    98.
    
    SERVICES
    
    
    99.
    
    CONDITION AND CARE OF PREMISES
    
    
    1310.
    
    SURRENDER OF PREMISES
    
    
    1611.
    
    HOLDING OVER
    
    
    1812.
    
    RULES AND REGULATIONS
    
    
    1813.
    
    RIGHTS RESERVED TO LANDLORD
    
    
    1814.
    
    ALTERATIONS
    
    
    2115.
    
    ASSIGNMENT AND SUBLETTING
    
    
    2316.
    
    WAIVERS OF CERTAIN CLAIMS, INDEMNITIES
    
    
    2817.
    
    DAMAGE OR DESTRUCTION BY CASUALTY
    
    
    2918.
    
    EMINENT DOMAIN
    
    
    3119.
    
    DEFAULT; LANDLORDS RIGHTS AND REMEDIES
    
    
    31
 i




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##### 



Page20.
    
    RIGHTS OF MORTGAGEES AND GROUND LESSORS
    
    
    3621.
    
    DEFAULT UNDER OTHER LEASES
    
    
    3822.
    
    INSURANCE AND SUBROGATION
    
    
    3823.
    
    NONWAIVER
    
    
    4024.
    
    ESTOPPEL CERTIFICATE
    
    
    4025.
    
    TENANT CORPORATION, LIMITED LIABILITY COMPANY OR PARTNERSHIP
    
    
    4026.
    
    REAL ESTATE BROKERS
    
    
    4127.
    
    NOTICES
    
    
    4128.
    
    MISCELLANEOUS
    
    
    4229.
    
    SECURITY DEPOSIT
    
    
    4630.
    
    INTENTIONALLY OMITTED
    
    
    4931.
    
    LANDLORD
    
    
    4932.
    
    TITLE AND COVENANT AGAINST LIENS
    
    
    4933.
    
    COVENANT OF QUIET ENJOYMENT
    
    
    4934.
    
    INITIAL GROWTH SPACE
    
    
    5035.
    
    RIGHT OF FIRST OFFER
    
    
    5136.
    
    EXPANSION OPTION
    
    
    5537.
    
    RENEWAL OPTION
    
    
    5738.
    
    MARKET RENTAL RATE
    
    
    5839.
    
    BUILDING DIRECTORY; LOBBY SIGNAGE
    
    
    59
 ii




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##### 



Page40.
    
    SATELLITE DISH
    
    
    5941.
    
    PARKING
    
    
    6142.
    
    BUILDING MANAGEMENT
    
    
    6143.
    
    EXCULPATORY PROVISIONS
    
    
    61
 EXHIBITS
 A-l
    
    Depiction of LandA-2
    
    Legal Description of LandA-3
    
    Floor Plans of PremisesB
    
    Other DefinitionsC
    
    WorkletterD
    
    Taxes and ExpensesE
    
    Cleaning SpecificationsF
    
    Rules and RegulationsG
    
    Form of Subordination, Non-Disturbance and Attornment AgreementH
    
    Form of Letter of CreditI
    
    Total Expansion Space
 iii




---



##### 



OFFICE LEASE
 DATED
AS OF:
    
    June 30, 1998BETWEEN:
    
    303 Wacker Realty L.L.C.
    
    (Landlord)(Address)
    
    303 East Wacker DriveChicago,Illinois 60601AND:
    
    Promotional Marketing, L.L.C.,
    
    (Tenant)(Address)
    
    d/b/a Upshot225 West Wacker DriveSuite 700Chicago, Illinois 60606LOCATION:
    
    Floors 23 and 24303 East Wacker DriveChicago, Illinois 60601-5210
  1. CERTAIN
PROVISIONS AND DEFINITIONS
 (a) Additional Allowance:
 (b)
Base Rent:




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##### 



Annual Base Rent PerLease
    
    Annual Base
    
    
    Monthly
    
    
    Square Foot of RentableYear
    
    Rent
    
    
    Base Rent
    
    
    Area of the Premises1
    
    $
    757,410.00
    
    
    $
    63,117.50
    
    
    $
    15.002
    
    $
    937,657.00
    
    
    $
    78,138.08
    
    
    $
    15.503
    
    $
    1,028,398.00
    
    
    $
    85,699.83
    
    
    $
    17.004
    
    $
    1,209,880.00
    
    
    $
    100,823.33
    
    
    $
    20.005
    
    $
    1,270,374.00
    
    
    $
    105,864.50
    
    
    $
    21.006
    
    $
    1,270,374.00
    
    
    $
    105,864.50
    
    
    $
    21.007
    
    $
    1,330,868.00
    
    
    $
    110,905.67
    
    
    $
    22.008
    
    $
    1,330,868.00
    
    
    $
    110,905.67
    
    
    $
    22.009
    
    $
    1,451,856.00
    
    
    $
    120,988.00
    
    
    $
    24.0010
    
    $
    1,572,844.00
    
    
    $
    131,070.33
    
    
    $
    26.00
  Brokers:
 Building:
 Commencement Date:
 Expiration Date:
 2




---



##### 

]

Initial Term:
 Land:
 Landlords Work:
 Lease Year:
 Premises:
 Project:
 Security Deposit:
 Tenant Alterations:
 Tenants Proportionate Share:
 Tenants Work:
 3




---



##### 



Term:
 Use:
 Workletter:
 See
Exhibit B and the Workletter for other definitions of terms used
herein.
 GRANT
AND ACCEPTANCE OF LEASE.
 RENT Rent
 BASE
RENT Monthly Base Rent
 ADDITIONAL
RENT Additional Rent
 Computation of Additional Rent
 Tax Adjustment
 4




---



##### 



Expense Adjustment
 Payments of Additional Rent; Additional Rent Estimate; Projections Additional Rent Estimate
 Projection Notice
 Projections
   5




---



##### 



Readjustments
   6




---



##### 



Books and Records
 Proration and Survival
 7




---



##### 



(f) No Decrease in Base Rent .
 (g) No Representation or Warranty .
 6. USE
OF PREMISES .
 (a) Use .
 (b) Compliance
with Requirements . Laws
  8




---



##### 



7. TENANT IMPROVEMENTS (Tenants Work)
 8. SERVICES
 General Description of Services
     9




---



##### 



Electricity .
 Telephone.
 10




---



##### 



Extra or Additional Services
 Holidays
 11




---



##### 



Interruption of Services.
  Tenants Cooperation.
 Supplemental Heating or Cooling.
 12




---



##### 



9. CONDITIONAND CARE OF PREMISES .
 (a) Condition
of Premises .
 (b) Tenants
Repairs .
 13




---



##### 



Landlords Repairs
 14




---



##### 



(d) No Rights to Light. Air or View.
 (e) Hazardous Substances.
 15




---



##### 



(f) Americans
with Disabilities Act. ADA public accommodation commercial
facility readily
achievable path
of travel path of travel
 10. SURRENDER OF PREMISES .
 (a) Surrender.
 (b) Ownership
of Improvements.
 16




---



##### 



(c) Removal of Personal Property.
 17




---



##### 



(d) Survival.
 11. HOLDING OVER.
 12. RULES AND REGULATIONS.
 13. RIGHTS RESERVED TO LANDLORD.
 18




---



##### 



19




---



##### 



20




---



##### 



14. ALTERATIONS.
 (a) Consent;
Conditions.
 21




---



##### 



(b) Contractors.
 (c) Costs; Mechanic Liens.
 22




---



##### 



(d) General.
 15. ASSIGNMENT AND SUBLETTING.
 (a) Prohibitions.
 23




---



##### 



(b) Continuing
Liability.
 (c) Notice of Proposed Assignment or Sublease; Recapture.
 24




---



##### 



(d) Grounds for Withholding Consent.
 25




---



##### 



(e) Excess Rent Payment.
 (f) Lease Assumption; Subtenant Attornment.
 26




---



##### 



(g) Corporation, Partnership and Limited Liability Company Transfers. control
 national securities exchange,
 (h) Permitted Transfers. Tenant Successor Tenant Affiliate
 27




---



##### 



16. WAIVERS OF CERTAIN CLAIMS. INDEMNITIES.
 (a) General Waiver.
 (b) indemnity by Tenant.
 (c) Indemnity by Landlord. Tenant
Parties
 28




---



##### 



(d) Waiver.
 (e) Landlords Negligence
 17. DAMAGE OR DESTRUCTION BY CASUALTY
 (a) Termination of Lease: Repair by Landlord
 29




---



##### 



Outside Date
 Abatement of Rent
 Untenantability
 30




---



##### 



EMINENT DOMAIN .
 Substantial Taking .
 Taking of Part
 Compensation
 19. DEFAULT;
LANDLORDS RIGHTS AND REMEDIES .
 Default Default
  31




---



##### 



32




---



##### 



Landlords Rights and Remedies
     33




---



##### 



Surrender
 Termination of Right of Possession
 34




---



##### 



Termination of Lease
 Tenants Property
 Waiver of Notices Not Provided for in this Lease
 35




---



##### 



Waiver of Trial by Jury i.e.
 RIGHTS OF MORTGAGEES AND GROUND LESSORS
 Subordination of Lease Mortgage Mortgagee. Ground Lease Ground Lessor.
 36




---



##### 



Notice of and Opportunity to Cure Defaults
 Rights of Successors
    37




---



##### 



Subordination of Mortgage
 Liability of Mortgagee and Ground Lessor
 Requests by Mortgagee or Ground Lessor
 DEFAULT
UNDER OTHER LEASES .
 INSURANCE
AND SUBROGATION .
 Tenants Insurance
 (i)
    
    Public liability insurance with the broad form commercial liability
endorsement, including contractual liability insurance covering Tenants
indemnity obligations hereunder, insuring against claims for death, bodily
 38




---



##### 



injury, personal injury and property damage occurring upon, in or
about the Premises in an amount not less than $5,000,000.00 per occurrence
and having a general aggregate amount on a per location basis of not less
than $5,000,000.00.(ii)
    
    All risk physical damage insurance including fire, sprinkler leakage,
vandalism and extended coverage for the full replacement cost of all office
furniture, trade fixtures, office equipment, merchandise and all other
items of Tenants property on the Premises.(iii)
    
    Workers Compensation and Employers Liability insurance in an amount
of not less than $1,000,000.00, both in accordance with the laws of the
State of Illinois.(iv)
    
    Such other insurance or coverage as Landlord reasonably requests which
is consistent with insurance and coverages being required by comparable
first-class office buildings in downtown Chicago, Illinois.
   Waiver of Subrogation
 39




---



##### 



Landlords Insurance
 NONWAIVER
 ESTOPPEL CERTIFICATE .
 TENANT
CORPORATION LIMITED LIABILITY COMPANY OR PARTNERSHIP .
 40




---



##### 



REAL ESTATE BROKERS
 NOTICES
 41




---



##### 



If to Landlord:
    
    303 Wacker Realty L.L.C.c/o Hines303 East Wacker DriveChicago, Illinois 60601Attention: Property Managerwith an additional copy to:Hines Interests Limited
Partnership70 West Madison StreetSuite 440Chicago, Illinois 60602Attention: C. Kevin Shannahanand to
    
    303 Wacker Realty L.L.C.c/o J.P. Morgan Investment
Management Inc.522 Fifth AvenueNew York, New York 10036Attention: Sheryl M. CroslandIf to Tenant:
    
    Upshot225 West Wacker DrivePrior to occupancy of the
    
    Suite 700Premises by Tenant:
    
    Chicago, Illinois 60606Attention: Carol GrisetoAfter occupancy of the
    
    UpshotPremises by Tenant:
    
    303 East Wacker Drive
Chicago, Illinois 60601Attention: Carol Griseto
  MISCELLANEOUS
 Successors and Assigns
 42




---



##### 



Amendment
 Offer
 Tenant Tenant
 Expenses of Enforcement
 Exhibits and Riders .
 Approval of Plans and Specifications
 43




---



##### 



Time of Essence
 Due Date; Interest Default Rate
 Interpretation .
 Force Majeure
 44




---



##### 



Application of Payments
 Cumulative Remedies; Illinois Law .
 Counterparts .
 Relationship
 Action on Behalf of Landlord .
 Entire Agreement
 45




---



##### 



Financial Statements
 Delivery of Possession .
 SECURITY DEPOSIT . Letter of Credit
 46




---



##### 



Security Deposit Reduction Date
 47




---



##### 



Net Income Test
 Security Deposit
    
    Permitted Security
    
    
    Remaining SecurityReduction Date
    
    Deposit Reduction
    
    
    Deposit BalanceFirst
Tenant fiscal
year ending
during the Term
for which the
Net Income Test
is met
    
    $
    300,000
    
    
    $
    1,200,000Second
Tenant fiscal
year ending
during the Term
for which the
Net Income Test
is
met
    
    $
    300,000
    
    
    $
    900,000Third
Tenant fiscal
year ending
during the Term
for which the Net
Income Test
is
met
    
    $
    300,000
    
    
    $
    600,000Fourth
Tenant fiscal
year ending
during the Term
for which the Net
Income Test
is
met
    
    $
    600,000
    
    
    
    0
 GAAP
 48




---



##### 



Transferee
 INTENTIONALLY OMITTED .
 LANDLORD . Landlord
 TITLE AND COVENANT AGAINST LIENS .
 49




---



##### 



COVENANT OF QUIET ENJOYMENT .
 INITIAL GROWTH SPACE .
 (i.e.,
 Phase-In Notice Phase-In Space Phase-In
Date
 50




---



##### 



(i)
    
    annual Base Rent shall be
increased by the product of $15.00 times the Rentable Area of
such Phase-In Space, and Monthly Base Rent shall be adjusted
accordingly; and(ii)
    
    Tenants Proportionate Share shall be
recalculated to reflect the Rentable Area of such Phase-In
Space.
 RIGHT OF FIRST OFFER . First Offer Space
 First Offer Space
Commencement Date
 First Offer Exercise Notice
 51




---



##### 



52




---



##### 



(i)
    
    except as hereinafter provided, Base Rent per square foot of Rentable Area for such
portion of the First Offer Space shall be equal to the Market Rental Rate (as hereinafter
defined) for such First Offer Space;(ii)
    
    the Rentable Area of the Premises shall be increased by the Rentable Area of such
portion of the First Offer Space;(iii)
    
    the term of the demise covering such portion of the First Offer Space shall commence on
the First Offer Space Commencement Date and shall expire simultaneously with the expiration of the Term of this lease, including any extension or
renewal thereof; and(iv)
    
    except as hereinafter provided, the First Offer Space shall be rented in its as is
condition as of the First Offer Space Commencement Date (inasmuch as tenant improvement
work, allowances, and time for construction of tenant improvements, if any, will be
reflected in the Market Rental Rate pursuant to Section 38 below).
  (A)
    
    Base Rent per square foot of Rentable Area for such portion of the
First Offer Space for the Lease Year in which the related First Offer Space
Commencement Date occurs and for subsequent Lease Years shall be at the same
respective rates as Base Rent for the initial Premises as determined pursuant to
Section l(b) above; and(B)
    
    Tenant shall be entitled to allowances for such portion of the First
Offer Space in the same amounts per square foot of Rentable Area as provided for in
the Workletter for the initial Premises, prorated by multiplying such amounts by the ratio which the number of full calendar months in the Initial Term of this
lease from and after the pertinent First Offer Space Commencement Date bears to 120
months If any additional Allowance is paid for such First Offer Space, Base Rent
for such portion of the First Offer Space shall be increased pursuant to
Section l(b) above on account
 53




---



##### 



thereof in the same manner as Base Rent for
the initial Premises, except that the increase in Base Rent shall be effective
as of the pertinent First Offer Space Commencement Date and the amortization shall
be based on the remaining number of months of the Initial Term thereafter.
     54




---



##### 



EXPANSION
OPTION Expansion Space Total Expansion Space Expansion Space Commencement Date
  (i)
    
    the area of the Expansion Space shall be 10,000 square feet of Rentable Area, plus or
minus 20%;(ii)
    
    the Expansion Space shall include the portion of the 25th floor of the Building
where an existing staircase connects . the 24th and 25th floors, unless such portion of the
25th floor has been leased by Tenant pursuant to its right to lease First Offer Space or
otherwise leased by Tenant; and(iii)
    
    the Expansion Space Commencement Date shall fall within the
period commencing on the first
day of the sixth Lease Year and ending on the last day of the sixth
month of the seventh
Lease Year.
  55




---



##### 




  (i)
    
    Base Rent per square foot of Rentable Area for the Expansion Space shall be equal to the Market
Rental Rate for the Expansion Space;(ii)
    
    the Rentable Area of the Premises shall be increased by the Rentable Area of the Expansion
Space;
 56




---



##### 



(iii)
    
    the term of the demise covering the Expansion Space shall commence on the Expansion Space
Commencement Date and shall expire simultaneously with the expiration or earlier termination of me
Term of this tease, including any extension or renewal thereof; and(iv)
    
    the Expansion Space shall be rented in its as is condition as of the Expansion Space
Commencement Date (inasmuch as tenant improvement work, allowances, and time for
construction of tenant improvements, if any, will be reflected in the Market Rental Rate pursuant
to Section 38 below).
 
   57




---



##### 



58




---



##### 



MARKET
RENTAL RATE. Market Rental
Rate  ,
 BUILDING DIRECTORY; LOBBY SIGNAGE.
  59




---



##### 



SATELLITE DISH.
 :
  60




---



##### 



PARKING . Waived Space
 BUILDING MANAGEMENT
 61




---



##### 



43. EXCULPATORY
PROVISIONS.
 62




---



##### 



LANDLORD:
    
    TENANT:303 WACKER REALTY L.L.C.,
    
    PROMOTIONAL MARKETING,a Delaware limited liability
    
    L.L.C., an Illinois limited liabilitycompany
    
    company d/b/a UPSHOT
 By:
    
    Hines Three Illinois Center Associates
Limited Partnership, its managing memberBy:
    
    [ILLEGIBLE]By:
    
    Bines Three Illinois Center L.L.C.,
a general partner
    
    
    
    Its
    
    CEOBy:
    
    Hines Interests Limited
Partnership, a member.By:
    
    Hines Holding, Inc., its
general partnerBy :Name:Title:
 63




---



##### 



AMENDMENT
TO LEASE
        
  
   6.




---



##### 



LANDLORD:
    
    TENANT:303 WACKER REALTY L.L.C.,
    
    PROMOTIONAL MARKETING,a Delaware limited liability
    
    L.L.C., an Illinois limited liabilitycompany
    
    company d/b/a UPSHOT
 By:
    
    Hines Three Illinois Center Associates
Limited Partnership, its managing memberBy:
    
    [ILLEGIBLE]By:
    
    Hines Three Illinois Center L.L.C.,
a general partner
    
    
    
    Its
    
    CEOBy:
    
    Hines Interests Limited
Partnership, a member.By:
    
    Hines Holding, Inc., its
general partnerBy :Name:
    
    C. Kevin ShannahanTitle:
    
    Executive Vice
President




---



##### 



GUARANTY
 THIS
GUARANTY th




---



##### 



2




---



##### 



IN WITNESS WHEREOF,
 HA-LO INDUSTRIES, INC.,an Illinois
corporationBy:
    
    /s/ Richard A. MagidName: RICHARD A. MAGIDTitle: CHIEF OPERATING OFFICER
 3




---



##### 



SECOND AMENDMENT TO OFFICE LEASE
 THIS SECOND AMENDMENT TO OFFICE LEASE (Amendment) st 303 WACKER REALTY L.L.C. Landlord PROMOTIONAL MARKETING, L.L.C. (d/b/a
UPSHOT) Tenant
 RECITALS:
 Premises rd th Lease
 th th
 NOW, THEREFORE
 Defined Terms
 Additional Premises
 Area No. 1 th
 Area No. 2 th




---



##### 



Area No. 3 th
 Area No, 4 th
 Area No. 5 th
 Area No. 1 Commencement Date
 Area No. 2 Commencement Date
 Area No. 3 Commencement Date
 Area No. 4 Commencement Date
 Area No. 5 Commencement Date
 Rent
 2




---



##### 



portion of the Additional
Premises
 Additional Premises Commencement Dates Additional
Premises Commencement Dates
 APPLICABLE PORTIONDATE
    
    OF ADDITIONAL PREMISESArea No. 1 Commencement Date
    
    Area No. 1Area No. 2 Commencement Date
    
    Area No.2Area No. 3 Commencement Date
    
    Area No. 3Area No. 4 Commencement Date
    
    Area No. 4Area No. 5 Commencement Date
    
    Area No. 5
 Lease Governs
 Additional Premises Base Rent
   3




---



##### 



Annual Base RentPer Square Foot ofMonthly Base
    
    Rentable Area ofPeriod
    
    Annual Base Rent
    
    Rent
    
    Area No. 3Area No. 3
    
    $294,156.00
    
    $24,513.00
    
    $18.00Commencement Date
through March 31,
2001April 1, 2001
through March 31,2002

    
    $302,980.68
    
    $25,248.39
    
    $18.54April 1, 2002
through March 31,
2003
    
    $312,132.20
    
    $26,011.02
    
    $19.10April 1, 2003
through March 31,
2004
    
    $321,447.14
    
    $26,787.26
    
    $19.67April 1, 2004
through March 31,
2005
    
    $331,088.92
    
    $27,590.74
    
    $20.26April 1, 2005
through March 31,
2006
    
    $341,057.54
    
    $28,421.46
    
    $20.87April 1, 2006
through March 31,
2007
    
    $351,189.58
    
    $29,265.80
    
    $21.49April 1, 2007
through March 31,
2008
    
    $361,811.88
    
    $30,150.99
    
    $22.14April 1, 2008
through March 31,
2009
    
    $372,597.60
    
    $31,049.80
    
    $22.80
  Additional Premises Additional Rent
  4




---



##### 



Condition: Tenant Improvements Additional Premises Workletter as is th rd th th th Tenants
 5




---



##### 



Additional
Premises Work
 Possession
 Additional
Premises Turnover Dates
 Portion of Additional Premises
    
    Projected Turnover DateArea No. 1
    
    The date of full execution and delivery of
this AmendmentArea No. 2
    
    The date of full execution and delivery of
this AmendmentArea No. 3
    
    The date of full execution and delivery of
this AmendmentArea No. 4
    
    The date of full execution and delivery of
this Amendment as to the premises
designated Area No. 4 on Exhibit A-2 and,
as to any additional premises designated by
Tenant as Area No. 4 premises pursuant to
Section l(e) above, not later than thirty
(30) days after Tenant gives notice to
Landlord of such designationArea No. 5
    
    October 1, 2000, or such earlier date as
Tenant may designate by not less than
thirty (30) days prior written notice, to
Landlord
   6




---



##### 



Lobby Signage
 Staircase and Fire Stairwell th th rd th th th
 rd th th th
 Right of First Offer th th th First
Offer Space
  7




---



##### 



First Offer Space Commencement
Date
 first Offer Exercise Notice
  8




---



##### 



(i)
    
    Base Rent per square foot of Rentable Area for such portion of the Erst Offer
Space shall be equal to the Market Rental Rate (as defined in Section 38 of the Lease)
for such First Offer Space;(ii)
    
    the Rentable Area of the Premises shall be increased by the Rentable Area of
such portion of the First Offer Space;(iii)
    
    the term of the demise covering such portion of the First Offer Space shall
commence on the First Offer Space Commencement Date and shall expire simultaneously
with the expiration of the Term of the Lease, including any extension or renewal
thereof; and(iv)
    
    the First Offer Space shall be rented in its as is condition as of the
First Offer Space Commencement Date (inasmuch as tenant improvement work, allowances,
and time for construction of tenant improvements, if any, will be reflected in the
Market Rental Rate pursuant to Section 38 of the Lease).
   9




---



##### 



First Offer Period
 i.e.
 Security Deposit (Cash
Security Deposit) (Letter of Credit) (Security Deposit)
 10




---



##### 



11




---



##### 



Security Deposit
    
    Permitted Security
    
    Remaining SecurityReduction Date
    
    Deposit Reduction
    
    Deposit BalanceMarch 31, 2004
    
    $
    140,833.00
    
    
    $
    704,167.00March 31, 2005
    
    $
    140,833.00
    
    
    $
    563,334.00March 31, 2006
    
    $
    140,833.00
    
    
    $
    422,501.00March 31, 2007
    
    $
    140,833.00
    
    
    $
    281,668.00March 31, 2008
    
    $
    140,833.00
    
    
    $
    140,835.00March 31, 2009
    
    $
    140,835.00
    
    
    $
    0
  Tenant
Obligor
 12




---



##### 



12. Real Estate Brokers.
 13. Present Status.
 14. Inapplicable Provisions.
     15. Commencement Date.
 13




---



##### 



16. Lease Supplement.
 17. Entire Agreement.
 18. Lease in Full Force and Effect.
 [Signature Page to Follow]
 14




---



##### 



IN WITNESS WHEREOF,
 LANDLORD:
    
    
    
    TENANT:303 WACKER REALTY L.L.C.
    
    
    
    PROMOTIONAL MARKETING,L.L.C., an Illinois limited liabilityBy:
    
    Hines Three Illinois Center Associates Limited
    
    
    
    company d/b/a UPSHOTPartnership, its managing memberBy:
    
    Hines Three Illinois Center L.L.C., a
    
    
    
    By:
    
    /s/ John Kelleygeneral partner
    
    
    
    Name:
    
    John KelleyTitle:
    
    President (CEO)By:
    
    Hines Interests Limited Partnership, amemberBy:
    
    Hines Holdings, Inc., its generalpartnerBy:
    
    /s/ C. Kevin ShannahanName: C. Kevin ShannahanTitle: Executive Vice President
 15




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##### 



ACKNOWLEDGMENT OF GUARANTOR
  IN WITNESS WHEREOF,
 GUARANTOR:HA-LO INDUSTRIES,INC.,an Illinois corporationBy:
    
    /s/ John KelleyName:
    
    John KellyTitle:
    
    President / CEO




---



##### 



ASSIGNMENT, ASSUMPTION, CONSENT AND  THIRD AMENDMENT TO LEASE
 THIS ASSIGNMENT, ASSUMPTION, CONSENT AND THIRD AMENDMENT TO LEASE (Amendment) WACKER REALTY L.L.C., Landlord), PROMOTIONAL MARKETING, L.L.C. Original Tenant), and EQUITY MARKETING, INC., Tenant).
 WITNESSETH:
 WHEREAS, Original Lease First Amendment) Second
Amendment), Side-Letter) Lease rd th
 WHEREAS, (Existing
Mortgagee) Non-Disturbance Agreement)
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1. Defined Terms.




---



##### 



2. Assignment. Effective Date
 3. Acceptance and Assumption.
 4. Certification by Original Tenant.
       2




---



##### 



Certification
by Landlord
 Original
Tenants Liability
 Consent of Landlord
 Partial Termination of Lease th th Excluded Premises Remainder Leased Premises rd th
 Surrender and Notice
 3




---



##### 



Excluded Premises Construction Materials).
 10. Decrease in Base Rent.
 Annual BaseRent Per Square Foot ofAnnual
    
    Monthly
    
    Rentable AreaPeriod
    
    Base Rent
    
    Base Rent
    
    of the PremisesEffective Date through
March 31, 2003
    
    $
    1,028,398.00
    
    
    $
    85,699.83
    
    
    $
    17.00April 1, 2003 through March
31, 2004
    
    $
    1,079,817.90
    
    
    $
    89,984.83
    
    
    $
    17.85April 1, 2004 through March
31, 2005
    
    $
    1,079,817.90
    
    
    $
    89,984.83
    
    
    $
    17.85April 1, 2005 through March
31, 2006
    
    $
    1,131,237.80
    
    
    $
    94,269.82
    
    
    $
    18.70April 1, 2006 through March
31, 2007
    
    $
    1,197,781.20
    
    
    $
    99,815.10
    
    
    $
    19.80April 1, 2007 through March
31, 2008
    
    $
    1,306,670.40
    
    
    $
    108,889.20
    
    
    $
    21.60April 1, 2008 through March
31, 2009
    
    $
    1,415,559.60
    
    
    $
    117,963.30
    
    
    $
    23.40
 Additional Rent.
  4




---



##### 



st st
 Additional Rent Abatement. Partial Additional Rent
Abatement Period);
 5




---



##### 



Security Deposit. Current Security Deposit Deferred Rent
    6




---



##### 



Security Deposit Reduction Date
    
    Permitted Security Deposit Reduction
    
    Remaining Security Deposit BalanceThird
anniversary of
Effective Date
    
    $105,625.00
    
    $316,875.00Fourth
anniversary of
Effective Date
    
    $105,625.00
    
    $211,250.00Fifth
anniversary of
Effective Date
    
    $105,625.00
    
    $105,625.00Sixth
anniversary of
Effective Date
    
    $105,625.00
    
    $0.00
   14. Renewal Option.
 15. Real Estate Brokers.
    7




---



##### 



16. As-Is.
 17. Inapplicable Provisions. rd th th th rd th
 18. Parking.
 19. Conditions Precedent.
 Closing Date
 8




---



##### 



Subordination of Lease.
  21. Existing Non-Disturbance Agreement.
 22. Entire Agreement.
 23. Counterparts.
 24. Lease in Full Force and Effect.
 [Signature Page Follows]
 9




---



##### 



IN WITNESS WHEREOF,
 LANDLORD:
    
    
    
    
    
    
    
    
    
    ORIGINAL TENANT:303 WACKER REALTY L.L.C.
    
    
    
    PROMOTIONAL MARKETING,L.L.C.,an Illinois limited liabilityBy:
    
    Hines Three Illinois Center
    
    Company d/b/a UPSHOTAssociates Limited Partnership, itsmanaging memberBy:
    
    /s/ Marc S. SimonBy:
    
    Hines Three Illinois Center
    
    Name:
    
    Marc S. SimonL.L.C., a general partner
    
    Title:
    
    ManagerTENANT:By:
    
    Hines Interests Limited
Partnership,a memberBy:
    
    Hines Holdings, Inc.,
    
    EQUITY MARKETING, INC.,aits general partner
    
    Delaware corporationBy:
    
    /s/ C. Kelvin ShannahanName:
    
    C. KELVIN SHANNAHAN
    
    By:
    
    /s/ Leland P. SmithTitle:
    
    EXECUTIVE VICE PRESIDENT
    
    Name:
    
    Leland P. SmithTitle:
    
    SVP
 10




---



##### 



ACKNOWLEDGEMENT
AND CONSENT
   GUARANTOR:HA-LO INDUSTRIES, INC.,an Illinois corporationBy:
    
    /s/ Marc S. SimonName:
    
    Marc S. SimonTitle:
    
    CEO
 11




---



##### 



MORTGAGEE
JOINDER CONSENT
   METROPOLITAN LIFE INSURANCE COMPANYBy:
    
    /s/ Mitchell E. RyanName:
    
    MITCHELL E. RYANTitle:
    
    VICE PRESIDENT
 12