10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

_________________

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

_________________

FSP 303 East Wacker Drive Corp.

(Exact name of registrant as specified in its charter)

_________________

Delaware	20-8061759
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

401 Edgewater Place, Suite 200
Wakefield, MA01880-6210

(Address of principal executive offices)

(781) 557-1300

(Registrant’s telephone number, including area code)

_________________

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock, $.01 par value per share
(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer    o  (Do not check if a smaller reporting company)	Smaller reporting company  x

Table of Contents

Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 2.	Financial Information	5
Item 3.	Properties	20
Item 4.	Security Ownership of Certain Beneficial Owners and Management	23
Item 5.	Directors and Executive Officers	24
Item 6.	Executive Compensation	25
Item 7.	Certain Relationships and Related Transactions, and Director Independence	25
Item 8.	Legal Proceedings	26
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	27
Item 10.	Recent Sales of Unregistered Securities	27
Item 11.	Description of Registrant’s Securities to be Registered	28
Item 12.	Indemnification of Directors and Officers	29
Item 13.	Financial Statements and Supplementary Data	30
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 15.	Financial Statements and Exhibits	30
SIGNATURE		31
Exhibit Index		32
Index to Consolidated Financial Statements		F-1

Item 1. Business

History

Our company, FSP 303 East Wacker Drive Corp., which we refer to as the Company, is a Delaware corporation formed to purchase, own and operate a twenty-eight story multi-tenant office tower containing approximately 859,187 rentable square feet of office and retail space and a 294-stall underground parking garage located in downtown Chicago, Illinois, which we refer to as the Property.  The Company operates in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes.

The Company was organized in December 2006 by FSP Investments LLC (member, FINRA and SIPC), a wholly-owned subsidiary of Franklin Street Properties Corp., which we refer to as Franklin Street (AMEX: FSP).  FP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) the organization of the Company, (b) the acquisition of the Property by the Company and (c) the sale of equity interests in the Company.

The Company purchased the Property from an unaffiliated third party for $167,000,000 on January 5, 2007.  The purchase price, which was determined based on arm’s-length negotiations, was financed entirely by a loan from Franklin Street collateralized by a first mortgage, which we refer to as the Acquisition Mortgage Loan.  The Acquisition Mortgage Loan was repaid in its entirety on December 27, 2007 from the proceeds of the sale of equity interests in the Company.  Total interest and loan fees incurred on the Acquisition Mortgage Loan were approximately $13,810,000.  The Company acquired the Property through FSP 303 East Wacker Drive LLC, a wholly-owned subsidiary of the Company.  The sole business of FSP 303 East Wacker Drive LLC is to own and operate the Property.

The Company commenced operations in January 2007.

Franklin Street holds the sole share of the Company’s common stock, $.01 par value per share, which we refer to as the Common Stock.  Between February 2007 and December 2007, FSP Investments LLC completed the sale of equity interests in the Company through the offering on a best efforts basis of 2,210 shares of preferred stock, $.01 par value per share, which we refer to as the Preferred Stock.  We sold the Preferred Stock in a private placement offering to “accredited investors” within the meaning of Regulation D under the Securities Act of 1933.  Between February 7, 2007 and December 27, 2007, the Company held 17 investor closings, at each of which shares of Preferred Stock were sold and funds were received.  On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (approximately 43.7%) of the Company for consideration totaling $82,813,000, representing $96,575,000 at the offering price net of commissions of $7,726,000 and fees of $6,036,000 that were excluded.  Prior to purchasing any shares of Preferred Stock, Franklin Street agreed to vote any shares held by it on any matter presented to the holders of Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates.  For purposes of determining how Franklin Street votes its shares of Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered.  Funds from each individual closing were used to repay the Acquisition Mortgage Loan and associated fees as well as other expenses payable to Franklin Street’s wholly-owned subsidiary, FSP Investments LLC.  The use of proceeds from the offerings of Preferred Stock, including for payments to Franklin Street and its affiliates, is set forth in the table below:

Use of proceeds:
Type	Affiliate paid	Amount
Operating/Capital Reserve (1)		$	20,055,000
Organizational, Offering and
Other Expenditures for the Company(2)	FSP Investments LLC		1,200,000
City of Chicago Transfer Taxes			1,252,500
Selling Commissions(3)	FSP Investments LLC		9,954,000
Acquisition-Related Costs:
Purchase Price of the Property(4)	Franklin Street Properties Corp.		167,000,000
Loan Fee Paid to Franklin Street (5)	Franklin Street Properties Corp.		7,154,438
Acquisition Fee(6)	FSP Investments LLC		622,125
Total Uses of Gross Offering Proceeds		$	207,238,063

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(1) The Operating/Capital Reserve proceeds were retained by the Company for operating and capital uses.

(2) Organizational, Offering and Other Expenditures were paid for various expenses, including legal, accounting, appraisal, engineering and organizational expenses allocable to the offering, incurred in connection with the organization and syndication of the Company.

(3) Selling Commissions were paid to FSP Investments LLC, as Selling Agent.

(4) The Purchase Price of the Property was financed by the Acquisition Mortgage Loan, which was repaid from proceeds of the offering.

(5) The Loan Fee paid to Franklin Street was a fee (or points) payable to Franklin Street to obtain the Acquisition Mortgage Loan to purchase the Property in the amount of $7,154,438.  The Acquisition Mortgage Loan was in an original principal amount equal to the purchase price of the Property, and had a term of two years, which was prepayable at any time without premium or penalty and carried an interest rate equal to the rate payable by Franklin Street on borrowings under its line of credit with its bank.

(6) The Acquisition Fee was paid for various services related to the purchase of the Property.

Transactions between the Company and Franklin Street and/or its affiliates were entered into without the benefit of arm’s-length bargaining and involved conflicts of interest.  Although Franklin Street sponsors the syndication of other REITs similar to the Company and has in the past acquired some of those REITs, Franklin Street is under no obligation to acquire or to offer to acquire the Company or the outstanding shares of Preferred Stock, and any acquisition transaction would need to be approved by the Company’s stockholders and the boards of directors of Franklin Street and the Company.  Please see “Item 7. Certain Relationships and Related Transactions, and Director Independence”.

Our Business

Our sole business is to own and operatethe Property and we do not intend to invest in or purchase any additional properties.  We derive rental revenue from income paid to us by the tenants of the Property.  Asset and property management services are provided by third parties.

The Property was completed in 1979 and is a twenty-eight story multi-tenant office tower located in downtown Chicago, Illinois containing approximately 859,187 rentable square feet of office and retail space and a 294-stall underground parking garage.

The Property underwent a remeasurement of space in 2002.  This remeasurement concluded that the rentable space in the Property could be increased from approximately 838,943 square feet to approximately 859,187 square feet.  This Registration Statement on Form 10 makes reference to the more recently determined 859,187 square foot number in all of its general descriptions of the Property, including leasing statistics.  The Company believes that the potential exists in the future to gain greater amounts of rental income from leasing this extra space and intends to do so. However, the Company also believes that any such potential gains will not come immediately as existing tenants and their respective leases are mostly based upon the previous 838,943 square foot measurement.  Accordingly, principally all tenant and lease descriptions set forth in this Registration Statement on Form 10 reflect the terms and conditions of the respective lease documents, which generally are based on the 838,943 square foot measurement instead of the 859,187 square foot number.

The Property, formerly known as Three Illinois Center, is part of the multi-building, mixed-use development known as Illinois Center, which includes office buildings, hotels, residential buildings, and a large athletic club.  The Property was preceded in construction by One and Two Illinois Center, which were developed in 1970 and 1972, respectively.  The three towers share an aluminum and glass design that is characteristic of contemporary international style, distinguished by a curtain wall of bronze-finished aluminum and reflective glass.  The Property is located on the eastern portion of the development along the southern edge of the Chicago River.

The office component of the Property is separated into low-rise, mid-rise and high-rise sections. The Plaza, or first floor, has three elevator banks, each containing five passenger elevators and a freight elevator which services the 27 floors of office space.  An additional elevator is also provided at the Plaza level for direct access to the parking garage and Concourse.  Access to the Concourse level from the Plaza level is provided by an escalator system.  Access to the Plaza level from street-level is provided by entrances on the West and East sides of the Property and emergency exits on the south end.

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The Property was approximately 90.1% leased as of March 31, 2008 to a diverse group of tenants with staggered lease expirations.  Management believes that any tenant that leases 10% or more of the Property’s rentable space is material.  The largest tenant is KPMG LLP, or KPMG, which leases approximately 259,090 square feet (30.2%) of the Property’s rentable space through August 2012.  Consoer Townsend Environdyne Engineers, Inc., or CTE, leases approximately 117,379 square feet (13.7%) of the Property’s rentable space through September 2014.  KPMG is one of the largest accounting firms in the world and has a AAA credit rating, and CTE, while not a credit-rated entity, is a subsidiary of AECOM Technology Corporation, a provider of professional, technical and management support services (NYSE: ACM), which has guaranteed CTE's obligations under the lease. No other tenant leases 10% or more of the Property’s rentable space.  Other prominent additional tenants include Equity Marketing, Inc., a marketing services firm which leases approximately 60,494 square feet (7.0%) through March 31, 2009.  There are currently approximately 36 tenants leasing space at the Property.

In general, office leases at the Propertyare structured on a triple-net (NNN) basis with respect to expenses, so that the tenant is responsible for its respective pro-rata percentage of expenses.  In general, concourse level (lower level) retail tenants have full service gross rent leases under which gross rent includes expenses.  

FSP Property Management LLC, a wholly-owned subsidiary of Franklin Street, provides the Company with asset management and financial reporting services.  The asset management agreement between the Company and FSP Property Management LLC requires the Company to pay FSP Property Management LLC a monthly fee equal to one-half of one percent (0.5%) of that month’s gross revenues of the Property.  The asset management agreement between the Company and FSP Property Management LLC may be terminated by either party without cause at any time, upon at least thirty (30) days written notice.

Hines Interests Limited Partnership provides the Company with day-to-day property management, construction management and leasing services relating to the operation of the Property.  Hines Interests Limited Partnership is a third-party service provider that is not related to or affiliated with Franklin Street.  The management agreement between the Company and Hines Interests Limited Partnership requires the Company to pay Hines Interests Limited Partnership a monthly fee equal to two and one-half percent (2.5%) of the net operating receipts collected in the preceding month.  The management agreement between the Company and Hines Interests Limited Partnership is for a term of five years ending in December 2011 and may be terminated for cause.

Investment Objectives

The Company's investment objectives are to (i) obtain cash available to pay dividends through rental receipts from operations of the Property, (ii) have that cash increase over time as a result of rental rate step increases in existing leases and new leasing activity in currently vacant space, (iii) have that cash potentially increase over time if rental rates increase for new leases, (iv) provide a return of capital to holders of our Preferred Stock if we obtain permanent mortgage financing or another capital event occurs, (v) provide increased equity in the Property to our holders of Preferred Stock as a result of potential appreciation in market value, and (vi) preserve and protect the capital invested by the holders of our Preferred Stock.  We cannot be sure of meeting our objectives.

Our policy is not to make loans to other persons, not to invest in the securities of other issuers for the purpose of exercising control, not to underwrite the securities of other issuers, not to offer securities in exchange for property and not to purchase or otherwise reacquire our securities.  These policies may be changed by our directors without a vote of the holders of shares of our Preferred Stock.

We have issued our shares of Preferred Stock in the offering described above.  No additional shares of Preferred Stock are authorized by our charter, and authorization of any increase in the number of authorized shares or the creation of any new series or class of stock would require the affirmative vote of the holders of 66.67% of the outstanding shares of Preferred Stock.

We intend to dispose of the Property at a time determined by our directors, which we currently expect to be within four to six years.  We do not intend to reinvest the proceeds of any such disposition.  We also do not intend to list our shares of Preferred Stock on an exchange and therefore do not expect any trading market to develop in such shares.

We have the right to obtain a permanent mortgage loan and a line of credit as described below.

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Permanent Mortgage Loan

Management believes that the Property has the potential for increased occupancy and rental rates in the future and, assuming that such increases occur, our management believes that the holders of our Preferred Stock could benefit from either the Company’s obtaining some level of permanent mortgage debt financing, which we refer to as the Permanent Mortgage Loan, or the occurrence of another capital event at such time.  The Company has the right, in its sole and absolute discretion and without the consent of any holder of shares of our Preferred Stock, to obtain the Permanent Mortgage Loan.  Although the Company has no obligation to obtain the Permanent Mortgage Loan, if the Company decides to obtain the Permanent Mortgage Loan, the Company will have the right, in its sole and absolute discretion and without the consent of any holder of shares of our Preferred Stock, to negotiate all of the terms and conditions of the Permanent Mortgage Loan and any refinancing thereof including, without limitation, the timing of the closing and funding, the identity of the lender, the principal amount, the interest rate, the maturity and the security.   As of the date of the filing of this Registration Statement on Form 10, the Company has neither sought nor obtained the Permanent Mortgage Loan.

Revolving Line of Credit

While a line of credit is not expected to be needed, the Company may, without the consent of any holder of shares of our Preferred Stock, obtain a revolving line of credit of up to $66,800,000 on commercially reasonable terms to be used for capital improvements or to pay operating expenses of the Property, if needed.  As of the date of the filing of this Registration Statement on Form 10, the Company has neither sought nor obtained a line of credit.

Competition

The Property is a multi-tenant office tower located in downtown Chicago, Illinois.  The Property may encounter substantial competition from the other office buildings which are or may become available in the general area in which the Property is located and which may be priced at rental levels lower than those for space in the Property or which may otherwise be more attractive to tenants.  In order to maintain or increase rental revenues following the expiration of our leases, the Property must be competitive, in regards to cost and amenities, with other buildings of similar use near our location.  Some of our competitors may have significantly more resources than we do and may be able to offer more attractive rental rates or services.  On the other hand, some of our competitors may be smaller or have lower fixed overhead costs, less cash or other resources that make them willing or able to accept lower rents in order to maintain a certain occupancy level.  If there is no currently significant existing property competition, our competitors may decide to enter the market and build new buildings to compete with our Property.   Not only do we compete with other landlords and developers, but we are also affected by larger market forces (including changes in interest rates and tax treatment) and individual decisions beyond our control which may affect our ability to compete.  Given that the Property is a multi-tenant office tower that is leased to a diverse group of office and retail tenants with staggered lease expirations, we cannot predict which competitive factors will be relevant to prospective future tenants at this time.

Employees

We had no employees as of December 31, 2007.

Available Information

Once this filing on Form 10 becomes effective, we will be subject to the informational requirements of the Securities Exchange Act of 1934, and, in accordance therewith, begin to file reports and information with the Securities and Exchange Commission (SEC).  This Registration Statement on Form 10 and other reports and other information we file subsequently can be inspected and copied at the SEC Public Reference Room at 100 F Street, N.E., Washington, D.C.20549 on official business days during the hours of 10 a.m. to 3 p.m.  Such reports and other information may also be obtained from the web site that the SEC maintains at http://www.sec.gov.  Further information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

We will make available and voluntarily provide paper copies, free of charge upon written request at the address on the cover of this Registration Statement on Form 10, a copy of this Registration Statement on Form 10, and subsequently our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We do not maintain a website.

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Item 1A. Risk Factors

Not applicable.  

Item 2. Financial Information

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Registration Statement on Form 10.  Historical results and percentage relationships set forth in the consolidated financial statements, including trends which might appear, should not be taken as necessarily indicative of future operations.  The following discussion and other parts of this Registration Statement Form 10 may also contain forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements.  Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.  Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation changes in economic conditions in the market where the Property is located, risks of a lessening of demand for the type of real estate owned by us, changes in government regulations, and expenditures that cannot be anticipated such as utility rate and usage increases, unanticipated repairs, insurance increases and real estate tax valuation reassessments.  Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  We will not update any of the forward-looking statements after the date this Registration Statement on Form 10 is filed to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the consolidated financial statements and related notes included in Item 13 hereof.

Overview

The Company operates in one business segment, which is real estate operations, and owns a single property.  Our real estate operations involve real estate rental operations, leasing services and property management services.  The main factor that affects our real estate operations is the broad economic market conditions in the United States and, more specifically, the economic conditions in Chicago, Illinois, the relevant submarket.  These market conditions affect the occupancy levels and the rent levels on both a national and local level.  We have no influence on national or local market conditions.

It is difficult for management to predict what will happen to occupancy or rents after the expiration of the leases at our Property because the need for space and the price tenants are willing to pay are tied to both the local economy and the larger trends in the national economy, such as job growth, interest rates, and corporate earnings, which in turn are tied to even larger macroeconomic and political factors, such as volatility in energy pricing and the risk of terrorism.  In addition to the difficulty of predicting macroeconomic factors, it is difficult to predict how our local market or tenants will suffer or benefit from changes in the larger economy. In addition, because the Property is in a single geographical market, these macroeconomic trends may have a different effect on the Property and on its tenants, many of which operate on a national level.

Trends and Uncertainties

Real Estate Operations

Our sole business is to own and operatethe Property and we do not intend to invest in or purchase any additional properties.  The Property was completed in 1979 and is a twenty-eight story multi-tenant office tower located in downtown Chicago, Illinois containing approximately 859,187 rentable square feet of office and retail space and a 294-stall underground parking garage.

The Property underwent a remeasurement of space in 2002.  This remeasurement concluded that the rentable space in the Property would be increasedto approximately 859,187 square feet as leases expire and spaces are re-leased.  This Registration Statement on Form 10 makes reference to the more recently determined 859,187 square foot number in all of its general descriptions of the Property, including leasing statistics.  The Company believes that the potential exists in the

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future to gain greater amounts of rental income from leasing this extra space and intends to do so. However, the Company also believes that any such potential gains will not come immediately as existing tenants and their respective leases are predominately based upon the previous 838,943 square foot measurement.  Accordingly, all tenant and lease descriptions set forth in this Registration Statement on Form 10 reflect the terms and conditions of the respective lease documents, which generally are based on the 838,943 square foot measurement instead of the 859,187 square foot number.

The Property was approximately 90.1% leased as of March 31, 2008 to a diverse group of tenants with staggered lease expirations.  Management believes that any tenant that leases 10% or more of the Property’s rentable space is material.  The largest tenant is KPMG LLP, or KPMG, which leases approximately 259,090 square feet (30.2%) of the Property’s rentable space through August 2012.  Consoer Townsend Environdyne Engineers, Inc., or CTE, leases approximately 117,379 square feet (13.7%) of the Property’s rentable space through September 2014.  KPMG is one of the largest accounting firms in the world and has a AAA credit rating, and CTE, while not a credit-rated entity, is a subsidiary of AECOM Technology Corporation, a provider of professional, technical and management support services (NYSE: ACM), which has guaranteed CTE's obligations under the lease. No other tenant leases 10% or more of the Property’s rentable space.  Other prominent additional tenants include Equity Marketing, Inc., a marketing services firm which leases approximately 60,494 square feet (7.0%) through March 31, 2009.  There are currently approximately 36 tenants leasing space at the Property. 

 During 2007, we believe that vacancy rates for builidngs in the Chicago office market decreased and that rental rates increased as a result. Management does not know how long these trends will continue. Following termination of an existing lease, there is a possibility that we might not be able to re-lease all of the space and any space that is re-leased could be at a rate that is lower than the expiring rate, possibly resulting in decreased cash flows.  Bankruptcy or a material adverse change in the financial condition of a material tenant would likely have a material adverse effect on our results of operations.

    Debt Market Conditions

Management believes that the Property has the potential for increased occupancy and rental rates in the future and, assuming that such increases occur, our management believes that the holders of our Preferred Stock could benefit from either the Company’s obtaining the Permanent Mortgage Loan or the occurrence of another capital event at such time.  The Company has the right, in its sole and absolute discretion and without the consent of any holder of shares of our Preferred Stock, to obtain the Permanent Mortgage Loan.  Although the Company has no obligation to obtain the Permanent Mortgage Loan, if the Company decides to obtain the Permanent Mortgage Loan, the Company will have the right, in its sole and absolute discretion and without the consent of any holder of shares of our Preferred Stock, to negotiate all of the terms and conditions of the Permanent Mortgage Loan and any refinancing thereof including, without limitation, the timing of the closing and funding, the identity of the lender, the principal amount, the interest rate, the maturity and the security.  Because interest rate levels and the availability of financing may affect our ability to obtain the Permanent Mortgage Loan, current debt market conditions could affect our business. The debt market is currently experiencing unprecedented disruptions, including reduced liquidity and increased credit risk premiums for certain market participants.  These conditions, which increase the cost and reduce the availability of debt, may continue or worsen in the future.  At this time we cannot predict the extent or duration of any negative impact that the current debt market conditions will have on our business.  As of the date of the filing of this Registration Statement on Form 10, the Company has neither sought nor obtained the Permanent Mortgage Loan.

Critical Accounting Policiesand Estimates

We have certain critical accounting policies that are subject to judgments and estimates by our management and uncertainties of outcome that affect the application of these policies.  We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances.  On an on-going basis, we evaluate our estimates.  In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information.  The accounting policies that we believe are most critical to the understanding of our financial position and results of operations and that require significant management estimates and judgments are discussed below.

Critical accounting policies are those that have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates.  We believe that our judgments and estimates are consistently applied and produce financial information that fairly presents our results of operations.  Our most critical accounting policies involve our investments in real property.  These policies affect our:

· allocation of purchase prices between various asset categories and the related impact on our recognition of rental income and depreciation and amortization expense; and

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· assessment of the carrying values and impairments of long-lived assets.

Allocation of Purchase Price

We have allocated the purchase price of the Property to land, buildings and improvements.  Each component of purchase price generally has a different useful life.  We allocate the value of real estate acquired among land, buildings, improvements and identified intangible assets and liabilities, which may consist of the value of above market and below market leases, the value of in-place leases, and the value of tenant relationships. Purchase price allocations and the determination of the useful lives are based on management’s estimates, which were partially based upon an appraisal that we obtained from an independent real estate appraisal firm.

Purchase price allocated to land and building and improvements is based on management’s determination of the relative fair values of these assets assuming the Property was vacant. Management determines the fair value of the Property using methods similar to those used by independent appraisers. Purchase price allocated to above market leases is based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to in-place leases and (ii) our estimate of fair market lease rates for leases, measured over a period equal to the remaining non-cancelable term of the leases.  Purchase price allocated to in-place leases and the tenant relationships is determined as the excess of (i) the purchase price paid for the Property after adjusting the existing in-place lease to market rental rates over (ii) the estimated fair value of the Property as if vacant.  This aggregate value is allocated between the in-place lease value and tenant relationship based on management’s evaluation of the specific characteristics of the tenant’s lease; however, the value of tenant relationships has not been separated from in-place lease value because such value and its consequence to amortization expense is immaterial for the acquisition reflected in our financial statements.  Factors considered by us in performing these analyses include (i) an estimate of carrying costs during the expected lease-up periods, including real estate taxes, insurance and other operating income and expenses, and (ii) costs to execute similar leases in current market conditions, such as leasing commissions, legal and other related costs.

Depreciation and Amortization

We compute depreciation expense using the straight-line method over estimated useful lives of up to 39 years for the building and improvements, and up to 15 years for personal property.  The allocated cost of land is not depreciated.  The capitalized above-market lease values, if any, are amortized as a reduction to rental income over the remaining non-cancelable terms of the lease.  The value of above or below-market leases is amortized over the remaining non-cancelable periods of the lease.  The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is also amortized over the remaining non-cancelable periods of the respective leases.  If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off.  Inappropriate allocation of acquisition costs, or incorrect estimates of useful lives, could result in depreciation and amortization expenses which do not appropriately reflect the allocation of our capital expenditures over future periods, as is required by generally accepted accounting principles.

Impairment

We periodically evaluate the Property for impairment indicators.  These indicators may include declining tenant occupancy, weak or declining tenant profitability, cash flow or liquidity, our decision to dispose of an asset before the end of its estimated useful life or legislative, economic or market changes that permanently reduce the value of our investment.  If indicators of impairment are present, we evaluate the carrying value of the Property by comparing it to its expected future undiscounted cash flows.  If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the Property to the present value of these expected future cash flows. This analysis requires us to judge whether indicators of impairment exist and to estimate likely future cash flows.  If we misjudge or estimate incorrectly or if future tenant profitability, market or industry factors differ from our expectations, we may record an impairment charge which is inappropriate or fail to record a charge when we should have done so, or the amount of such charges may be inaccurate.

Lease Classification

Each time we enter a new lease or materially modify an existing lease we evaluate whether it is appropriately classified as a capital lease or as an operating lease.  The classification of a lease as capital or operating affects the carrying value of a property, as well as our recognition of rental payments as revenue.  These evaluations require us to make estimates of, among other things, the remaining useful life and market value of a property, discount rates and future cash flows.  Incorrect assumptions or estimates may result in misclassification of our leases.

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Recent Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The adoption of this standard is not expected to have a material impact on the Company’s financial position, operations or cash flow.

Results of Operations

The Company acquired the Property and commenced operations on January 5, 2007, and as a result, nearly a full year of operations is included in results of operations for the period ended December 31, 2007.  As of March 31, 2008, the Property was approximately 90.1% leased to a diverse group of tenants with staggered lease expirations.

Results of operations for the period ended December 31, 2007.

Revenue

Total revenue was $22.1 million, consisting of $12.3 million from leases and $11.4 million in reimbursable expenses and parking that were partially offset by $1.6 million in amortization of favorable leases.

Expenses

Total expenses were approximately $31.1 million, primarily consisting of approximately $13.8 million of interest expense and commitment fees, $5.9 million of rental operating expenses, $5.7 million of real estate taxes and insurance and $5.7 million of depreciation and amortization.  Interest expense and commitment fees were attributable to the Acquisition Mortgage Loan held by Franklin Street which was used to purchase the Property in January 2007 and was repaid by proceeds from the sale of Preferred Stock, which was completed in December 2007.

Liquidity and Capital Resources

Cash and cash equivalents were $25.3 million at December 31, 2007, which was attributable to $5.1 million provided by operating activities, $173.1 million used by investing activities and $193.3 million provided by financing activities.

Between February 2007 and December 2007, we issued an aggregate of 2,210 shares of our Preferred Stock at 17 investor closings, which are more fully described in “Part I, Item 1. Business”.  Funds received for the sale of shares of Preferred Stock at each individual closing were used to repay the Acquisition Mortgage Loan held by Franklin Streetand associated fees as well as other expenses payable to Franklin Street.  The effect of interest expense associated with the Acquisition Mortgage Loan paid during 2007 significantly reduced cash flows from operating activities.

Management believes that the existing cash and cash equivalents as of December 31, 2007 of $25.3 million and cash anticipated to be generated internally by operations will be sufficient to meet working capital requirements, distributions and anticipated capitalexpenditures for at least the next 12 months.

Operating Activities

The cash provided by operating activities of $5.1 million is primarily attributable to a net loss of approximately $8.5 million plus non-cash activity of $7.3 million, which consisted primarily of depreciation and amortization, and an increase of $6.3 million, which consisted primarily of an increase in accounts payable and accrued expenses.

Investing Activities

The cash used for investing activities of $173.1 million for the period ended December 31, 2007 was primarily attributable to the acquisition of the Property.

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Financing Activities

Cash provided by financing activities of $193.3 million for the period ended December 31, 2007 was primarily attributable to:

•     $140.8 million of proceeds were raised from the sale of Preferred Stock of which $100.6 million were used to repay the AcquisitionMortgage Loan held by Franklin Street and for syndication fees of $10.1 million paid to FSP (as defined below) in consideration of its efforts to identify potential accredited investors and subsequently complete the sale of Preferred Stock to them.

•     $3.8 million of proceeds were used for distributions to stockholders.

•     $167.0 million of proceeds were raised by the Acquisition Mortgage Loan of which $66.4 million were converted to preferred shares.

Sources and Uses of Funds

The Company’s principal demands on liquidity are cash for operations and distributions to equity holders.  As of December 31, 2007, we had approximately $11.1 million in accrued liabilities.  In the near term, liquidity is generated by cash from operations.

Contingencies

We may be subject to various legal proceedings and claims that arise in the ordinary course of our business.  Although occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position or results of operations.

Related Party Transactions

We have in the past engaged in and currently engage in transactions with a related party, Franklin Street and its subsidiaries, FSP Investments LLC and FSP Property Management LLC, which we collectively refer to as FSP.  We expect to continue to have related party transactions with FSP in the form of management fees paid to FSP to manage the Company on behalf of our stockholders.  FSP Property Management LLC currently provides us with asset management and financial reporting services.  The asset management agreement between us and FSP Property Management LLC requires us to pay FSP Property Management LLC a monthly fee equal to one half of one percent (0.5%) of the gross revenues of the Property for the corresponding month.  The asset management agreement between us and FSP Property Management LLC may be terminated by either party without cause at any time, upon at least thirty (30) days’ written notice.  For the period ended December 31, 2007, management fees paid were $110,000.

Franklin Street is the sole holder of the Company’s one share of Common Stock that is issued and outstanding.  Subsequent to the completion of the placement of the Preferred Stock in December 2007, Franklin Street was not and is not currently entitled to share in any earnings or any related dividend related to the Common Stock of the Company.

The following is a summary of related party transactions that occurred with FSP during the period ended December 31, 2007.  The related party transactions described below are not expected to significantly affect the Company’s results of operations, financial position or liquidity for fiscal 2008 or future periods.

· We paid acquisition fees of $622,000 and other costs of acquisition of $1,042,000 to FSP in 2007.  Such fees were included in the cost of the real estate.  We also paid organizational costs of $27,000 to FSP in 2007 which were expensed when incurred.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no acquisition fees were paid to FSP.

· We paid syndication fees consisting of $9,954,000 for selling commissions and $132,000 for other expenses in 2007 to FSP for services related to syndication of the Company’s Preferred Stock.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no syndication fees were paid to FSP.

· During 2007, we borrowed and subsequently repaid an Acquisition Mortgage Loan payable to Franklin Street with an original principal amount of $167,000,000 and interest equal to the rate paid by Franklin Street on its line of credit.  During 2007, the Company repaid the entire principal balance of the Acquisition Mortgage Loan, with the final payment being made on December 27, 2007.  In 2007, interest paid to Franklin Street was $6,656,000.  The average interest rate during the time the Acquisition Mortgage Loan was outstanding was 6.53%.  No interest payments have been made since December 2007 because the Acquisition Mortgage Loan was repaid.

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· We paid commitment fees of $7,154,000 for the period ended December 31, 2007 to FSP for obtaining the Acquisition Mortgage Loan on the Property.  Such amounts are included in interest expense in the financial statements.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no commitment fees were paid to FSP.

· We made distributions of $1,010,000 to Franklin Street as the sole holder of the Company’s one share of Common Stock relating to earnings of the Company prior to the completion of the offering of Preferred Stock.  No distributions have been paid to Franklin Street subsequent to the final closing of the sale of shares of the Preferred Stock, and Franklin Street is not currently entitled to share in any future earnings or any related distribution of the Company as the sole holder of the Company’s one share of Common Stock.  On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (or approximately 43.7%), of the Company for consideration totaling $82,813,000.  Prior to purchasing any shares of Preferred Stock, Franklin Street agreed to vote any shares held by it on any matter presented to the holders of Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates.  For purposes of determining how Franklin Street votes its shares of Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered. Franklin Street is entitled to distributions that are declared on the Preferred Stock.

Rental Income Commitments

Our commercial real estate operations consist of the leasing of the Property.  Approximate future minimum rental income under non-cancelable operating leases as of December 31, 2007 is:

Year Ending	Amount
December 31,	(in thousands)
2008	$	11,793
2009		10,207
2010		8,927
2011		8,746
2012		7,781
Thereafter		12,473
	$	59,927

Off Balance Sheet Arrangements

The Company is a party to management, construction management and leasing agreements with an unaffiliated third party management company, Hines Interests Limited Partnership, to provide property management, construction management and leasing services, and is party to an asset management agreement with an affiliate, FSP Property Management LLC, to provide asset management and financial reporting services, all of which agreements may be terminated by either party without cause at any time, upon at least thirty (30) days’ written notice.  The asset management agreement between the Company and FSP Property Management LLC requires the Company to pay FSP Property Management LLC a monthly fee equal to one half of one percent (0.5%) of the gross revenues of the Property for the corresponding month.

Material U.S. Federal Income Tax Considerations

The following is a general summary of the material United States federal income tax considerations associated with owning shares of Preferred Stock.  The following summary is not exhaustive of all possible tax considerations and is not tax advice.  Moreover, the summary contained herein does not address all aspects of taxation that may be relevant to particular investors in light of their personal investment or tax circumstances, or to certain types of investors subject to special treatment under the federal income tax laws, including insurance companies, tax-exempt organizations (except to the extent discussed under the heading “Taxation of Tax-Exempt Investors”), financial institutions, broker-dealers, and foreign corporations and persons who are not citizens or residents of the United States (except to the extent discussed under the heading “Taxation of Non-U.S. Investors”).

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EACH INVESTOR IN THE COMPANY IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO THE INVESTOR OF THE OWNERSHIP AND SALE OF SHARES IN AN ENTITY ELECTING TO BE TAXED AS A REAL ESTATE INVESTMENT TRUST, INCLUDING THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION, AS WELL AS POTENTIAL CHANGES IN THE APPLICABLE TAX LAWS.

Introduction

The Company intends to make the election specified in Section 856(c) of the Internal Revenue Code of 1986, as amended (the “Code”), to be a REIT under the Code, effective commencing with its taxable year ended December 31, 2007.  Although the Company believes that it is organized and will operate in a manner necessary to satisfy the requirements for taxation as a REIT under the Code, many of which are discussed below, no assurances can be given that the Company will be able to so operate for all periods.

The sections of the Code and Treasury Regulations applicable to qualification and operation as a REIT are highly technical and complex.  The statements in this summary are based upon, and qualified in their entirety by, provisions of the Code, existing, temporary and proposed Treasury Regulations promulgated under the Code, the legislative history of the Code, administrative rulings and practices of the Internal Revenue Service and judicial decisions, all as in effect on the date of this Registration Statement on Form 10.  No assurances can be given that future legislative, administrative, or judicial actions or decisions, which may be retroactive in effect, will not affect the accuracy of any of the statements in this Registration Statement on Form 10.

Taxation of the Company

General.  If the Company qualifies as a REIT, it generally will not be subject to federal corporate income taxes on its net income to the extent that the income is currently distributed to stockholders.  The benefit of this tax treatment is that it substantially eliminates the “double taxation” resulting from the taxation at both the corporate and stockholder levels that generally results from owning stock in a corporation.  Accordingly, income generated by the Company generally will be subject to taxation solely at the stockholder level upon distribution from the Company.  The Company will, however, be required to pay certain federal income taxes, including in the following circumstances:

· The Company will be subject to federal income tax at regular corporate rates on taxable income, including net capital gain that it does not distribute to stockholders during, or within a specified time period after, the calendar year in which such income is earned.

· The Company will be subject to the “alternative minimum tax” with respect to its undistributed alternative minimum taxable income.

· The Company will be subject to a 100% tax on net income from certain sales or other dispositions of property that it holds primarily for sale to customers in the ordinary course of business (“prohibited transactions”).

· If the Company fails to satisfy the 75% gross income test or the 95% gross income test, both described below, but nevertheless qualifies as a REIT, the Company will be subject to a 100% tax on an amount equal to (i) the gross income attributable to the greater of the amount by which the Company fails the 75% or 95% gross income test multiplied by (ii) a fraction intended to reflect the Company’s profitability.

· If the Company fails to satisfy the securities asset test, described below, and such failure exceeds a de minimis threshold, then the Company must dispose of the non-qualifying securities and will be subject to a tax equal to the greater of $50,000 and the highest corporate tax rate multiplied by the income generated by the non-qualifying securities for the period beginning with the first date of the failure and ending on the date that the Company disposed of the securities.

· If the Company fails to distribute during the calendar year at least the sum of (i) 85% of its REIT ordinary income for such year, (ii) 95% of its REIT capital gain net income for such year, and (iii) any undistributed taxable income from prior periods, the Company will pay a 4% excise tax on the excess of such required distribution over the amount actually distributed to stockholders.

· The Company may elect to retain and pay income tax on some or all of its long-term capital gain, as described below.

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· If the Company fails to satisfy one or more of the other requirements for REIT qualification for reasonable cause and not due to willful neglect, then in order to avoid disqualification as a REIT, the Company would be required to pay a penalty of $50,000 for each such failure.

Requirements for Qualification as a REIT

Introduction.  In order to qualify as a REIT for federal income tax purposes, the Company must elect to be so treated and must satisfy certain statutory tests relating to, among other things, (i) the sources of its income, (ii) the nature of its assets, (iii) the amount of its distributions and (iv) the ownership of stock in the Company.

Income Tests.  The Company must satisfy annually two tests regarding the sources of its gross income in order to maintain its REIT status.  First, at least 75% of the Company’s gross income, excluding gross income from certain “dealer” sales, for each taxable year generally must consist of defined types of income that the Company derives, directly or indirectly, from investments relating to real property, mortgages on real property or temporary investment income (the “75% gross income test”).  Qualifying income for purposes of the 75% gross income test generally includes:

· “rents from real property” (as defined below);

· interest from debt secured by mortgages on real property or on interests in real property;

· dividends or other distributions on, and gain from the sale of, shares in other REITs;

· gain from the sale or other disposition of real property or mortgages on real property; and

· certain investment income attributable to temporary investment of capital raised by the Company.

Second, at least 95% of the Company’s gross income, excluding gross income from certain “dealer” sales, for each taxable year generally must consist of income that is qualifying income for purposes of the 75% gross income test, as well as dividends, other types of interest and gain from the sale or disposition of stock or securities (the “95% gross income test”).

Rents from Real Property.  Rent that the Company receives from real property that it owns and leases to tenants will qualify as “rents from real property” if the following conditions are satisfied:

· First, the rent must not be based, in whole or in part, on the income or profits of any person.  An amount will not fail to qualify as rent from real property solely by reason of being based on a fixed percentage (or percentages) of sales and receipts.

· Second, the Company may not own, actually or constructively, 10% or more of the tenant from which the Company collects the rent.  

· Third, all of the rent received under a lease will not qualify as rents from real property unless the rent attributable to the personal property leased in connection with the real property constitutes no more than 15% of the total rent received under the lease.  

· Finally, the Company generally must not operate or manage its real property or furnish or render services to its tenants, other than through an “independent contractor” who is adequately compensated and from whom the Company does not derive revenue.  The Company may provide services directly, however, if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered rendered “primarily for the occupant’s convenience.”  In addition, the Company may render, other than through an independent contractor, a de minimis amount of “non-customary” services to the tenants of a property as long as the Company’s income from such services does not exceed 1% of its gross income from the property.

Although no assurances can be given that either of the income tests will be satisfied in any given year, the Company anticipates that its operations will allow it to meet each of the 75% gross income test and the 95% gross income test.  Such belief is premised in large part on the Company’s expectation that substantially all of the amounts received by the Company with respect to the Property will qualify as “rents from real property.”  Holders of shares of Preferred Stock should be aware, however, that there are a variety of circumstances, as described above, in which rents received from a tenant will not be treated as rents from real property.

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Failure to Satisfy Income Tests.  If the Company fails to satisfy either or both of the 75% or 95% gross income tests, the Company may nevertheless qualify as a REIT for that year if it is eligible for relief under certain provisions of the federal income tax laws.  Those relief provisions generally will be available if:

· following the Company’s identification of the failure to meet the gross income test for any taxable year, a description of each item of its gross income included in the 75% and 95% gross income tests is set forth in a schedule for such taxable year filed in accordance with regulations to be prescribed by the Treasury Secretary; and

· the Company’s failure to meet the gross income test was due to reasonable cause and not due to willful neglect.

It is not possible to state whether the Company would be entitled to the benefit of the above relief provisions in a particular circumstance that might arise in the future.  Furthermore, as discussed above under the heading “Taxation of the Company – General,” even if the relief provisions apply, the Company would incur a 100% tax on the gross income attributable to the greater of the amounts by which it fails the 75% and 95% gross income tests, multiplied by a fraction that reflects the Company’s profitability.

Asset Tests.  The Company also must satisfy the following three tests relating to the nature of its assets at the close of each quarter of its taxable year.

· First, at least 75% of the value of the Company’s total assets must consist of cash or cash items, including receivables, government securities, “real estate assets,” or qualifying temporary investments (the “75% asset test”);

· Second, no more than 25% of the Company’s total assets may be represented by securities other than those that are qualifying assets for purposes of the 75% asset test or of certain entities that qualify as “taxable REIT subsidiaries” (the “25% asset test”); and

· Third, of the investments included in the 25% asset test, the value of any one issuer’s securities that the Company owns may not exceed 5% of the value of the Company’s total assets, and the Company may not own 10% or more of the total combined voting power or 10% or more of the total value of the securities of any issuer, unless such issuer and the REIT make an election to treat the issuer as a “taxable REIT subsidiary” or the issuer is a “disregarded entity” for federal income tax purposes or is itself a REIT (the “securities asset test”).

The Company intends to operate so that it will not acquire any assets that would cause it to violate any of the asset tests.  If, however, the Company should fail to satisfy any of the asset tests at the end of a calendar quarter, it would not lose its REIT status if (i) the Company satisfied the asset tests at the end of the close of the preceding calendar quarter, and (ii) the discrepancy between the value of the Company’s assets and the asset test requirements arose from changes in the market values of the Company’s assets and was not wholly or partly caused by the acquisition of one or more nonqualifying assets.  If the Company did not satisfy the condition described in clause (ii) of the preceding sentence, it could still avoid disqualification as a REIT by eliminating any discrepancy within 30 days after the close of the calendar quarter in which the discrepancy arose.  The Company may also be able to avoid disqualification as a REIT as a result of a failure of the securities asset test if:

· such failure is due to the ownership of assets the total value of which does not exceed the lesser of $10 million and 1% of the total value of the Company’s assets at the end of the quarter (the “de minimis threshold”) and the Company disposes of the assets in order to satisfy the securities asset test within 6 months after the last day of the quarter in which the Company identified the failure or such other time period prescribed by the Treasury Secretary and in the manner prescribed by the Treasury Secretary; or

· in the case of a failure that involves the ownership of assets the total value of which exceeds the de minimis threshold, (i) the Company prepares a schedule that sets forth each asset that causes it to fail the securities asset test and files such schedule in accordance with regulations to be prescribed by the Treasury Secretary, (ii) the failure to satisfy the securities asset test is due to reasonable cause and is not due to willful neglect, and (iii) the Company pays a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying asset for the period beginning on the first date of the failure and ending on the date that the Company disposed of the asset.

Distribution Requirements.  Each taxable year, the Company must distribute dividends to its stockholders in an amount at least equal to:

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· 90% of the Company’s “REIT taxable income,” computed without regard to the dividends-paid deduction and the Company’s net capital gain or loss, and

· certain items of noncash income.

The Company must make such distributions in the taxable year to which they relate, or in the following taxable year if the Company declares the distribution before it timely files its federal income tax return for such year and pays the distribution on or before the first regular distribution date after such declaration.  Further, if the Company fails to meet the 90% distribution requirement as a result of an adjustment to its tax returns by the Internal Revenue Service, the Company may, if the deficiency is not due to fraud with intent to evade tax or a willful failure to file a timely tax return, and if certain other conditions are met, retroactively cure the failure by paying a deficiency dividend (plus interest) to its stockholders.

The Company will be subject to federal income tax on its taxable income, including net capital gain, that it does not distribute to its stockholders.  Furthermore, if the Company fails to distribute during a calendar year, or, in the case of distributions with declaration and record dates falling within the last three months of the calendar year, by the end of the January following such calendar year, at least the sum of:

· 85% of the Company’s REIT ordinary income for such year;

· 95% of the Company’s REIT capital gain income for such year; and

· any of the Company’s undistributed taxable income from prior periods,

the Company will be subject to a 4% nondeductible excise tax on the excess of such required distribution over the amount actually distributed. If the Company elects to retain and pay income tax on the net capital gain that it receives in a taxable year, the Company will be deemed to have distributed any such amount for the purposes of the 4% excise tax described in the preceding sentence.

The Company intends to make distributions to its holders of shares of Preferred Stock in a manner that will allow it to satisfy the distribution requirements described above.  It is possible that, from time to time, the Company’s pre-distribution taxable income may exceed its cash flow and the Company may have difficulty satisfying the distribution requirements.  The Company intends to monitor closely the relationship between its pre-distribution taxable income and its cash flow and intends to borrow funds or liquidate assets in order to overcome any cash flow shortfalls if necessary to satisfy the distribution requirements imposed by the Code.  It is possible, although unlikely, that the Company may decide to terminate its REIT status as a result of any such cash shortfall.  Such a termination would have adverse consequences to the stockholders.  See “Taxation of the Company – General” above.

Recordkeeping Requirements  The Company must maintain records of information specified in applicable Treasury Regulations in order to maintain its qualification as a REIT.  In addition, in order to avoid monetary penalties, the Company must request on an annual basis certain information from its stockholders designed to disclose the actual ownership of the Company’s outstanding stock.  The Company intends to comply with these recordkeeping requirements.

Ownership Requirements.  For the Company to qualify as a REIT, shares of Preferred Stock of the Company must be held by a minimum of 100 persons for at least 335 days in each taxable year after the Company’s first taxable year.  Further, at no time during the second half of any taxable year after the Company’s first taxable year may more than 50% of the shares of Preferred Stock of the Company be owned, actually or constructively, by five or fewer “individuals” (which term is defined for this purpose to include certain tax-exempt entities including pension trusts).  The Company’s Certificate of Incorporation contains ownership and transfer restrictions designed to prevent violation of these requirements.  The provisions of the Company’s Certificate of Incorporation restricting the ownership and transfer of Preferred Stock are described in “Item 11. Description of Registrant’s Securities to be Registered.”

Failure to Qualify.  If the Company failed to satisfy all of the above requirements for any taxable year and no relief provisions in effect for such years applied, then the Company could nevertheless qualify as a REIT if:

· such failures are due to reasonable cause and not due to willful neglect, and

· the Company pays (in the manner prescribed by the Treasury Secretary in regulations) a penalty of $50,000 for each such failure.

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It is not possible to state whether the Company would be entitled to the benefit of the relief provisions in a particular circumstance.  If such relief is not available, the Company would fail to qualify as a REIT.

If the Company does fail to qualify as a REIT in any taxable year, the Company would be subject to federal income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate rates.  In calculating the Company’s taxable income in a year in which it did not qualify as a REIT, the Company would not be able to deduct amounts paid out to its stockholders.  In fact, the Company would not be required to distribute any amounts to its stockholders in such taxable year.  In such event, to the extent of the Company’s current and accumulated earnings and profits, all distributions to stockholders would be characterized as dividends and would be taxable as ordinary income.  Non-corporate stockholders, however, could qualify for a lower maximum tax rate on such dividends in most circumstances.  In addition, subject to certain limitations under the Code, corporate stockholders might be eligible for the dividends-received deduction.  Unless the Company qualified for relief under specific statutory provisions, the Company would be disqualified from taxation as a REIT for the four taxable years following the year in which it ceased to qualify as a REIT.  The Company cannot predict whether, in all circumstances, it would qualify for such statutory relief.

Taxation of Taxable U.S. Investors

As used herein, the term “Taxable U.S. Investor” means a holder of shares of Preferred Stock that, for United States federal income tax purposes, is:

· a citizen or resident of the United States;

· a corporation, partnership, limited liability company or other entity treated as a corporation or partnership for U.S. federal income tax purposes that was created or organized in or under the laws of the United States or of any State thereof or in the District of Columbia unless, in the case of a partnership or limited liability company, Treasury regulations provide otherwise;

· an estate the income of which is includible in gross income for United States federal income tax purposes regardless of such estate’s connection with the conduct of a trade or business within the United States;

· any trust with respect to which (i) a United States court is able to exercise primary supervision over the administration of such trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

For any taxable year in which the Company qualifies as a REIT, amounts distributed to Taxable U.S. Investors will be taxed as follows.

Distributions Generally.  Distributions made to the Company’s Taxable U.S. Investors out of current or accumulated earnings and profits (and not designated as a capital gain dividend) will be taken into account by such investor as ordinary income and will not, in the case of a corporate investor, be eligible for the dividends-received deduction.  In addition, such dividends will not qualify for the lower maximum tax rate applicable to dividends received by non-corporate taxpayers except to the extent they were attributable to income previously taxed to the Company.  To the extent that the Company makes a distribution with respect to shares of Preferred Stock that is in excess of its current or accumulated earnings and profits, the distribution will be treated by a Taxable U.S. Investor first as a tax-free return of capital, reducing the investor’s tax basis in the shares of Preferred Stock, and any portion of the distribution in excess of the investor’s tax basis in the shares of Preferred Stock will then be treated as gain from the sale of such shares of Preferred Stock.

Dividends declared by the Company in October, November, or December of any year payable to an investor of record on a specified date in any such month shall be treated as both paid by the Company and received by such investor on December 31 of such year, provided that the dividend is actually paid by the Company during January of the following calendar year.  Taxable U.S. Investors may not include on their federal income tax returns any of the Company’s tax losses.

Capital Gain Dividends.  Dividends to Taxable U.S. Investors that properly are designated by the Company as capital gain dividends will be treated by such investors as long-term capital gain, to the extent that such dividends do not exceed the Company’s actual net capital gain, without regard to the period for which the investors have held the shares of Preferred Stock.  Taxable U.S. Investors that are corporations may be required, however, to treat up to 20% of particular capital gain dividends as ordinary income.  Capital gain dividends, like regular dividends from a REIT, are not eligible for the dividends received deduction for corporations.

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For investors who are taxable at the rates applicable to individuals, the Company will classify portions of any capital gain dividend as either (i) a “regular” capital gain dividend taxable to the investor at a maximum rate of 15% (subject to applicable sunset provisions) or (ii) an “unrecaptured Section 1250 gain” dividend taxable to the investor at a maximum rate of 25%.

Retained Capital Gains.  The Company may elect to retain, rather than distribute, its net long-term capital gain received during the tax year.  If the Company so elects, it will be required to pay tax on the retained amounts.  To the extent designated in a notice from the Company to its stockholders, Taxable U.S. Investors will be required to include their respective proportionate shares of the retained net long-term capital gain in their income for the tax year but will be permitted a credit or refund, as the case may be, for their respective shares of any tax paid on such gains by the Company.  In addition, each Taxable U.S. Investor will be entitled to increase the tax basis in his or her shares of Preferred Stock by an amount equal to the amount of net long-term capital gain the investor was required to include in income reduced by the amount of any tax paid by the Company for which the investor was entitled to receive a credit or refund.

Passive Activity Loss and Investment Interest Limitations.  Distributions, including deemed distributions of undistributed net long-term capital gain, from the Company and gain from the disposition of shares of Preferred Stock will not be treated as passive activity income, and, therefore, Taxable U.S. Investors may not be able to apply any passive activity losses against such income.  Distributions from the Company, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of the investment income limitation on deductibility of investment interest.  However, dividends attributable to income that was subject to tax at the Company level as well as net capital gain from the disposition of shares of Preferred Stock or capital gain dividends, including deemed distributions of undistributed net long-term capital gains, generally will be excluded from investment income.

Sale of Shares of Preferred Stock.  Upon the sale of shares of Preferred Stock, a Taxable U.S. Investor generally will recognize gain or loss equal to the difference between the amount realized on such sale and the holder’s tax basis in the shares of Preferred Stock sold.  To the extent that the shares of Preferred Stock are held as capital assets by the Taxable U.S. Investor, the gain or loss will be a long-term capital gain or loss if the shares of Preferred Stock have been held for more than a year, and will be a short-term capital gain or loss if the shares of Preferred Stock have been held for a shorter period.  In general, however, any loss upon a sale of the shares of Preferred Stock by a Taxable U.S. Investor who has held such shares of Preferred Stock for six months or less (after applying certain holding period rules) will be treated as a long-term capital loss to the extent that distributions from the Company were required to be treated as long-term capital gain by that holder.

Taxation of Tax-Exempt Investors

Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts (collectively, “Exempt Organizations”), generally are exempt from federal income taxation.  Exempt Organizations are subject to tax, however, on their unrelated business taxable income (“UBTI”).  UBTI is defined as the gross income derived by an Exempt Organization from an unrelated trade or business, less the deductions directly connected with that trade or business, subject to certain exceptions.  While many investments in real estate generate UBTI, the Internal Revenue Service has issued a ruling that dividend distributions from a REIT to an exempt employee pension trust do not constitute UBTI, provided that the shares of the REIT are not otherwise used in an unrelated trade or business of the exempt employee pension trust.  Based on that ruling, amounts distributed to Exempt Organizations generally should not constitute UBTI.  However, if an Exempt Organization finances its acquisition of shares of Preferred Stock with debt, a portion of its income from the Company will constitute UBTI pursuant to the “debt-financed property” rules.

In addition, in certain circumstances, a pension trust that owns more than 10% of the stock of the Company will be required to treat a percentage of the dividends paid by the Company as UBTI based upon the percentage of the Company’s income that would constitute UBTI to the investor if received directly by such investor.  This rule applies to a pension trust holding more than 10% (by value) of the shares of Preferred Stock only if (i) the percentage of the income from the Company that is UBTI (determined as if the Company were a pension trust) is at least 5% and (ii) the Company is treated as a “pension-held REIT.”  The Company does not expect to receive significant amounts of income that would be considered UBTI if received directly by a pension trust and does not expect to qualify as a “pension-held REIT.”

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Taxation of Non-U.S. Investors

General.  The rules governing United States federal income taxation of nonresident alien individuals, foreign corporations, foreign partnerships, foreign trusts and certain other foreign stockholders (collectively, “Non-U.S. Investors”) are complex and no attempt is made herein to provide more than a general summary of such rules.  This discussion does not consider the tax rules applicable to all Non-U.S. Investors and, in particular, does not consider the special rules applicable to U.S. branches of foreign banks or insurance companies or certain intermediaries.  NON-U.S. INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE IMPACT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS WITH REGARD TO AN INVESTMENT IN THE SHARES OF PREFERRED STOCK, INCLUDING ANY REPORTING AND WITHHOLDING REQUIREMENTS.

Ordinary Dividends

General.  Distributions to Non-U.S. Investors that are not attributable to gain from sales or exchanges by the Company of United States real property interests and are not designated by the Company as capital gain dividends (or deemed distributions of retained capital gains) will be treated as ordinary dividends to the extent that they are made out of current or accumulated earnings and profits of the Company.  Any portion of a distribution in excess of current and accumulated earnings and profits of the Company will not be taxable to a Non-U.S. Investor to the extent that such distribution does not exceed the adjusted basis of the investor in the shares of Preferred Stock, but rather will reduce the adjusted basis of such shares of Preferred Stock.  To the extent that the portion of the distribution in excess of current and accumulated earnings and profits exceeds the adjusted basis of a Non-U.S. Investor for the shares of Preferred Stock, such excess generally will be treated as gain from the sale or disposition of the shares of Preferred Stock and will be taxed as described below.

Withholding.  Dividends paid to Non-U.S. Investors may be subject to U.S. withholding tax.  If an income tax treaty does not apply and the Non-U.S. Investor’s investment in shares of Preferred Stock is not effectively connected with a trade or business conducted by the Non-U.S. Investor in the United States (or if a tax treaty does apply and the investment in shares of Preferred Stock is not attributable to a United States permanent establishment maintained by the Non-U.S. Investor), ordinary dividends (i.e., distributions out of current and accumulated earnings and profits) will be subject to a U.S. withholding tax at a 30% rate, or, if an income tax treaty applies, at a lower treaty rate.  Because the Company generally cannot determine at the time that a distribution is made whether or not such a distribution will be in excess of earnings and profits, the Company intends to withhold on the gross amount of each distribution at the 30% rate (or lower treaty rate) (other than distributions subject to the 35% FIRPTA withholding rules described below).  To receive a reduced treaty rate, a Non-U.S. Investor must furnish the Company or its paying agent with a duly completed Form W-8BEN (or authorized substitute form) certifying such holder’s qualification for the reduced rate.  Generally, a Non-U.S. Investor will be entitled to a refund from the Internal Revenue Service to the extent the amount withheld by the Company from a distribution exceeds the amount of United States tax owed by such investor.

In the case of a Non-U.S. Investor that is a partnership or a trust, the withholding rules for a distribution to such a partnership or trust will be dependent on numerous factors, including (1) the classification of the type of partnership or trust, (2) the status of the partner or beneficiary, and (3) the activities of the partnership or trust.  Non-U.S. Investorsthat are partnerships or trusts are urged to consult their tax advisors regarding the withholding rules applicable to them based on their particular circumstances.

If an income tax treaty does not apply, ordinary dividends that are effectively connected with the conduct of a trade or business within the U.S. by a Non-U.S. Investor (and, if a tax treaty applies, ordinary dividends that are attributable to a United States permanent establishment maintained by the Non-U.S. Investor) are exempt from U.S. withholding tax.  In order to claim such exemption, a Non-U.S. Investor must provide the Company or its paying agent with a duly completed Form W-8ECI (or authorized substitute form) certifying such holder’s exemption.  However, ordinary dividends exempt from U.S. withholding tax because they are effectively connected or are attributable to a United States permanent establishment maintained by the Non-U.S. Investor generally are subject to U.S. federal income tax on a net income basis at regular graduated rates.  In addition, in the case of Non-U.S. Investors that are corporations, any effectively connected ordinary dividends or ordinary dividends attributable to a United States permanent establishment maintained by the Non-U.S. Investor may, in certain circumstances, be subject to a branch profits tax at a 30% rate, or at such lower rate as may be provided in an applicable income tax treaty.

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Capital Gain Dividends

General.  For any year in which the Company qualifies as a REIT, distributions that are attributable to gain from sales or exchanges by the Company of United States real property interests will be taxed to a Non-U.S. Investor under the provisions of the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”).  Under FIRPTA, except as described below, distributions attributable to gain from sales of United States real property are taxed to a Non-U.S. Investor as if such gain were effectively connected with a United States trade or business.  Non-U.S. Investors thus would be taxed at the regular capital gain rates applicable to Taxable U.S. Investors (subject to the applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals).  Distributions subject to FIRPTA also may be subject to a 30% branch profits tax in the hands of a corporate Non-U.S. Investor not otherwise entitled to treaty relief or exemption.

A distribution attributable to gain from sales of United States real property is not treated as effectively connected with a United States trade or business provided that (i) the distribution is received with respect to stock that is publicly traded on an established securities market in the United States and (ii) the non-U.S. shareholder is a nonresident alien or foreign corporation that does not own more than five percent of the stock at any time during the taxable year in which the distribution is received.  If these requirements are satisfied, the distribution is treated in the manner described above for ordinary dividends rather than being treated as a capital gain dividend, and the distribution is not subject to the branch profits tax.

Withholding.  Under FIRPTA, the Company is required to withhold 35% (or a lower rate set forth in the regulations) of any distribution to a Non-U.S. shareholder that is designated as a capital gain dividend or which could be designated as a capital gain dividend.  Moreover, if the Company designates previously made distributions as capital gain dividends, subsequent distributions (up to the amount of the prior distributions so designated) will be treated as capital gain dividends for purposes of FIRPTA withholding.  If a distribution is treated as an ordinary dividend rather than a capital gain dividend, the FIRPTA withholding rules would not apply, however the withholding rules applicable to ordinary dividends, described above, would apply.

Sale of Shares of Preferred Stock.  A Non-U.S. Investor generally will not be subject to United States federal income tax under FIRPTA with respect to gain recognized upon a sale of shares of Preferred Stock, provided that the Company is a “domestically-controlled REIT.”  A domestically-controlled REIT generally is defined as a REIT in which at all times during a specified testing period less than 50% in value of the stock was held directly or indirectly by non-U.S. persons.  Although currently it is anticipated that the Company will be a domestically-controlled REIT, and, therefore, that a Non-U.S. Investor’s sale of shares of Preferred Stock will not be subject to taxation under FIRPTA, there can be no assurance that the Company will, at all relevant times, be a domestically-controlled REIT.  If the gain on the sale of shares of Preferred Stock were subject to taxation under FIRPTA, a Non-U.S. Investor would be subject to the same treatment as Taxable U.S. Investors with respect to such gain (subject to the applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals).  In addition, a purchaser of shares of Preferred Stock subject to taxation under FIRPTA generally would be required to deduct and withhold a tax equal to 10% of the amount realized by a Non-U.S. Investor on the disposition. Any amount withheld would be creditable against the Non-U.S. Investor’s FIRPTA tax liability.

Even if gain recognized by a Non-U.S. Investor upon the sale of shares of Preferred Stock is not subject to FIRPTA, such gain generally will be taxable to such investor if:

· an income tax treaty does not apply and the gain is effectively connected with a trade or business conducted by the Non-U.S. Investor in the United States (or, if an income tax treaty applies and the gain is attributable to a United States permanent establishment maintained by the Non-U.S. Investor), in which case, unless an applicable treaty provides otherwise, a Non-U.S. Investor will be taxed on his or her net gain from the sale at regular graduated U.S. federal income tax rates.  In the case of a Non-U.S. Investor that is a corporation, such investor may be subject to an additional branch profits tax at a 30% rate, unless an applicable income tax treaty provides for a lower rate and the investor demonstrates its qualification for such rate; or

· the Non-U.S. Investor is a nonresident alien individual who holds the shares of Preferred Stock as a capital asset and was present in the United States for 183 days or more during the taxable year and certain other conditions apply, in which case the Non-U.S. Investor will be subject to a 30% tax on capital gains.

Estate Tax Considerations.  The value of shares of Preferred Stock owned, or treated as owned, by a Non-U.S. Investor who is a nonresident alien individual at the time of his or her death will be included in the individual’s gross estate for United States federal estate tax purposes, unless otherwise provided in an applicable estate tax treaty.

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Information Reporting and Backup Withholding

The Company is required to report to its stockholders and to the Internal Revenue Service the amount of distributions paid during each tax year, and the amount of tax withheld, if any.  These requirements apply even if withholding was not required with respect to payments made to an investor.  In the case of Non-U.S. Investors, the information reported may also be made available to the tax authorities of the Non-U.S. Investor’s country of residence, if an applicable income tax treaty so provides.

Backup withholding generally may be imposed at a rate required under the Code on certain payments to investors unless the investor (i) furnishes certain information, or (ii) is otherwise exempt from backup withholding.

An investor who does not provide the Company with his or her correct taxpayer identification number also may be subject to penalties imposed by the Internal Revenue Service.  In addition, the Company may be required to withhold a portion of capital gain distributions to any investors who fail to certify their non-foreign status to the Company.

Investors should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedure for obtaining an exemption.  Backup withholding is not an additional tax.  Rather, the amount of any backup withholding with respect to a distribution to an investor will be allowed as a credit against such holder’s United States federal income tax liability and may entitle the investor to a refund, provided that the required information is furnished to the Internal Revenue Service.

In general, backup withholding and information reporting will not apply to a payment of the proceeds of the sale of shares of Preferred Stock by a Non-U.S. Investor by or through a foreign office of a foreign broker effected outside the United States; provided, however, that foreign brokers having certain connections with the United States may be obligated to comply with the backup withholding and information reporting rules.  Information reporting (but not backup withholding) will apply, however, to a payment of the proceeds of a sale of shares of Preferred Stock by foreign offices of certain brokers, including foreign offices of a broker that:

· is a United States person;

· derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States; or

· is a “controlled foreign corporation” for United States tax purposes.

Information reporting will not apply in the above cases if the broker has documentary evidence in its records that the holder is a Non-U.S. Investor and certain conditions are met, or the Non-U.S. Investor otherwise establishes an exemption.

Payment to or through a United States office of a broker of the proceeds of a sale of shares of Preferred Stock is subject to both backup withholding and information reporting unless the investor certifies in the manner required that he or she is a Non-U.S. Investor and satisfies certain other qualifications under penalties of perjury or otherwise establishes an exemption.

State and Local Tax

The discussion herein concerns only the United States federal income tax treatment likely to be accorded to the Company and its investors.  No consideration has been given to the state and local tax treatment of such parties.  The state and local tax treatment may not conform to the federal treatment described above.  As a result, a prospective investor should consult his or her own tax advisor for an explanation of how an investment in the Company may be affected by state and local tax laws.

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Item 3.  Properties

Set forth below is information regarding the Property as of March 31, 2008:

	Date of	Approx.	Percent	Number
Property Location	Purchase	Square Feet	Leased	of Tenants	Name of Major Tenants
303 East Wacker Drive	1/5/2007	859,187	90.1%	36	KPMG LLP
Chicago, Illinois 60601					CTE (1)

(1) Consoer Townsend Environdyne Engineers, Inc.

We acquired the Property on January 5, 2007 through a limited liability company, all of whose equity interest is owned, directly or indirectly, by the Company.  In the opinion of our management, the Property is adequately covered by insurance.  The Property is not currently encumbered by any mortgage indebtedness.

The Property was completed in 1979 and is a twenty-eight story multi-tenant office tower located in downtown Chicago, Illinois containing approximately 859,187 rentable square feet of office and retail space and a 294-stall underground parking garage.

The Property underwent a remeasurement of space in 2002.  This remeasurement concluded that the rentable space in the Property couldbe increased feet to approximately 859,187 square feet.  This Registration Statement on Form 10 makes reference to the more recently determined 859,187 square foot number in all of its general descriptions of the Property, including leasing statistics.  The Company believes that the potential exists in the future to gain greater amounts of rental income from leasing this extra space and intends to do so. However, the Company also believes that any such potential gains will not come immediately as existing tenants and their respective leases are predominately based upon the previous 838,943 square foot measurement.  Accordingly, all tenant and lease descriptions set forth in this Registration Statement on Form 10 reflect the terms and conditions of the respective lease documents, which generally are based on the 838,943 square foot measurement instead of the 859,187 square foot number.

Below is certain information with respect to the Property’s tenants and leases.

Tenants

The Property was approximately 90.1% leased as of March 31, 2008 to a diverse group of tenants with staggered lease expirations.  Management believes that any tenant that leases 10% or more of the Property’s rentable space is material.  The largest tenant is KPMG LLP, or KPMG, which leases approximately 259,090 square feet (30.2%) of the Property’s rentable space through August 2012.  Consoer Townsend Environdyne Engineers, Inc., or CTE, leases approximately 117,379 square feet (13.7%) of the Property’s rentable space through September 2014.  KPMG is one of the largest accounting firms in the world and has a AAA credit rating, and CTE, while not a credit-rated entity, is a subsidiary of AECOM Technology Corporation, a provider of professional, technical and management support services (NYSE: ACM), which has guaranteed CTE's obligations under the lease. No other tenant leases 10% or more of the Property’s rentable space.  Other prominent additional tenants include Equity Marketing, Inc., a marketing services firm which leases approximately 60,494 square feet (7.0%) through March 31, 2009.  There are currently approximately 36 tenants leasing space at the Property.

Leases

In general, office leases at the Property are structured on a triple-net (NNN) basis with respect to expenses, so that the tenant is responsible for its respective pro-rata percentage of expenses.  In general, concourse level (lower level) retail tenants have full service gross rent leases under which gross rent includes expenses.

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KPMG LLP

KPMG is currently the largest tenant of the Property and leases eight full floors containing approximately 228,688 net rentable square feet, which amount translates into approximately 27% of the building as of December 31, 2007.  The lease commenced in August 1997 with a fifteen-year term that expires on August 31, 2012.  On January 30, 2008 KPMG signed a lease for an additional approximately 30,402 rentable square feet, which commences on May 1, 2008 and expires on August 31, 2012.

Option to Renew

As long as KPMG is not in default of its lease obligations, KPMG has two consecutive options to extend the expiration date of the lease for five years each for a total of ten years.  KPMG must exercise each option with at least 12 months' prior notification to landlord.  The monthly base rental rate for each option will be the prevailing market rental rate, as agreed by tenant and landlord, existing at the time of notification.  KPMG has the right to renew for its entire space or a portion of its space as long as the space is contiguous and includes at least one full floor.

Options to Expand

As long as KPMG is not in default of its lease obligations, KPMG has multiple options to expand at prevailing market rental rates, as agreed by tenant and landlord, existing at the time of notification.  KPMG also has a continuing right of first refusal (“ROFR”) to lease any or all space in the mid-rise elevator bank and floors 21 and 23.  The ROFR expires two years prior to the expiration of the lease.

Other Options

As long as KPMG is not in default of its lease obligations, KPMG has exclusive rights to exterior and interior signage.  As long as KMPG is the largest tenant, KPMG has exclusive rights to exterior signage and naming rights of the building.  KPMG also has the right to prevent the landlord from leasing space to a specific list of public accounting competitors, any schools and certain governmental agencies.  KPMG has the right to lease storage space not exceeding 7,500 square feet at pre-determined rental rates.  Although the original terms of the lease included options to reduce the amount of space and included termination options, those options have expired and KPMG does not have any remaining options to terminate the lease in part or in its entirety.

Consoer Townsend Environdyne Engineers, Inc.

CTE is currently the second largest tenant of the Property and leases three full floors and portions of two floors containing approximately 117,379 net rentable square feet, which amount translates into approximately 14% of the building.  The lease commenced in January 1996 and expires on September 30, 2014.  The lease is guaranteed by AECOM Technology Corporation.

Option to Renew

As long as CTE is not in default of its lease obligations, CTE has two consecutive options to extend the expiration date of the lease for five years each, for a total of ten years.  In order to exercise an option, CTE must give at least nine months' prior notification to the landlord, but such notice may not be given earlier than 12 months prior to expiration of the lease.  The monthly base rental rate for each option will be the prevailing market rental rate, as reasonably determined by the landlord. CTE has the right to renew as long as the renewal includes not less than 50% of the total space leased.

Options to Expand

As long as CTE is not in default of its lease obligations, CTE has a continuing right of first offer (“ROFO”) on certain space, including floors 4, 7, 10 or 12.  The monthly base rental rate for the ROFO will be the prevailing market rental rate as reasonably determined by the landlord.  The ROFO expires two years prior to the expiration of the lease.

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Giveback Option

As long as CTE is not in default of its lease obligations, CTE may reduce the amount of leased space by exercising a giveback option.  CTE must notify the landlord in writing no later than January 1, 2009, and specify if the space to be returned is one of three spaces: (1) 13,293 square feet on the 10th floor; (2) 29,852 square feet on the 9th floor; or (3) 43,145 square feet on the 9th and 10th floors.  The effective date of the giveback option, if exercised properly, will be October 1, 2009.  If the giveback option is exercised properly, CTE is obligated to pay a fee equal to the unamortized leasing costs of the space given back and, depending on the amount of space given back, may include penalties.

Additional Operating Data

Additional information regarding the amount of the Property’s annual realty taxes and insurance can be found in the Statement of Operations that is included with this Form 10.  Additional information regarding the Property’s Federal tax basis, rate, method and life claimed for purposes of depreciation can be found in Notes 2 and 3 to Financial Statements that are included with this Registration Statement on Form 10.

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Item 4. Security Ownership of Certain Beneficial Owners and Management

The following tables set forth the beneficial ownership of the Company’s Common Stock and Preferred Stock as of March 31, 2008 by each holder who beneficially owns more than five percent of the Company’s Common Stock or Preferred Stock, by each director, by each of the Company’s executive officers and by all current directors and executive officers as a group.  To the Company’s knowledge, no person or group, other than as set forth below, beneficially owns more than five percent of the Company’s Common Stock or Preferred Stock.

Common Stock	Number of Shares	Percentage of
	Beneficially	Outstanding
Name of Holder	Owned	Common Stock
Franklin Street Properties Corp. (1)	1	100%
George J. Carter(2)	-	0%
Barbara J. Fournier(2)	-	0%
R. Scott MacPhee(2)	-	0%
William W. Gribbell(2)	-	0%
Jeffrey B. Carter(2)	-	0%
Janet P. Notopoulos(2)	-	0%
All Directors and Executive Officers as a Group
(consisting of 6 persons)(2)	-	0%

Preferred Stock	Number of Shares	Percentage of
	Beneficially	Outstanding
Name of Holder	Owned	Preferred  Stock
Franklin Street Properties Corp. (1)	965.75	43.7%
George J. Carter(2)	-	0%
Barbara J. Fournier(2)(3)	.50	.02%
R. Scott MacPhee(2)	-	0%
William W. Gribbell(2)(4)	.25	.01%
Jeffrey B. Carter(2)	-	0%
Janet P. Notopoulos(2)	-	0%
All Directors and Executive Officers as a Group
(consisting of 6 persons)	966.50	43.73%

(1) The address of Franklin Street Properties Corp. is 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880-6210.

(2) Each of the executive officers is employed by FSP Investments LLC, a subsidiary of Franklin Street Properties Corp.  Franklin Street Properties Corp. owns 100% of the issued and outstanding Common Stock of the Company.

(3) The fractional share is held by Ms. Fournier and her spouse.

(4) The fractional share is held by Mr. Gribbell's spouse.

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Item 5. Directors and Executive Officers

Information regarding the executive officers and directors of the Company as of March 31, 2008 is set forth below:

George J. Carter, age 59, is President and a director of the Company.  Since 1996 he has also been President and Chief Executive Officer and a director of Franklin Street and is responsible for all aspects of the business of Franklin Street and its affiliates, with special emphasis on the evaluation, acquisition and structuring of real estate investments.  From 1992 through 1996 he was President of Boston Financial Securities, Inc. (“Boston Financial”).  Prior to joining Boston Financial, Mr. Carter was owner and developer of Gloucester Dry Dock, a commercial shipyard in Gloucester, Massachusetts.  From 1979 to 1988, Mr. Carter served as Managing Director in charge of marketing of First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts.  Prior to that, he held a number of positions in the brokerage industry including those with Merrill Lynch & Co. and Loeb Rhodes & Co.  Mr. Carter is a graduate of the University of Miami (B.S.).  Mr. Carter is a FINRA General Securities Principal (Series 24) and holds a FINRA Series 7 general securities license.

Barbara J. Fournier, age 52, is the Vice President, Chief Operating Officer, Treasurer and Secretary and a director of the Company.  Since 1996, she has also been Vice President, Chief Operating Officer, Treasurer and Secretary and a director of Franklin Street.  Ms. Fournier has as her primary responsibility, together with Mr. Carter, the management of all operating business affairs of Franklin Street and its affiliates.  From 1993 through 1996, she was Director of Operations for the private placement division of Boston Financial.  Prior to joining Boston Financial, Ms. Fournier served as Director of Operations for Schuparra Securities Corp. and as the Sales Administrator for Weston Financial Group.  From 1979 through 1986, Ms. Fournier worked at First Winthrop Corporation in administrative and management capacities, including Office Manager, Securities Operations and Partnership Administration.  Ms. Fournier attended NortheasternUniversity and the New York Institute of Finance.  Ms. Fournier is a FINRA General Securities Principal (Series 24).  She also holds other FINRA supervisory licenses including Series 4 and Series 53, and a FINRA Series 7 general securities license.

William W. Gribbell, age 48, is an Executive Vice President and a director of the Company.  Since 1996, he has been an Executive Vice President of Franklin Street and has as his primary responsibility the direct equity placement of Franklin Street-sponsored investment programs.  From 1993 through 1996 he was an executive officer of Boston Financial.  From 1989 to 1993, Mr. Gribbell worked at Winthrop Financial Associates.  Mr. Gribbell is a graduate of Boston University (B.A.).  Mr. Gribbell holds a FINRA Series 7 general securities license.

R. Scott MacPhee, age 50, is an Executive Vice President and a director of the Company.  Since 1996, he has been an Executive Vice President of Franklin Street and has as his primary responsibility the direct equity placement of Franklin Street-sponsored investment programs.  From 1993 through 1996 he was an executive officer of Boston Financial.  From 1985 to 1993, Mr. MacPhee worked at Winthrop Financial Associates.  Mr. MacPhee attended AmericanInternationalCollege.  Mr. MacPhee holds a FINRA Series 7 general securities license.

Janet Prier Notopoulos, age 60, is a Vice President and a director of the Company.  In addition, she is President of FSP Property Management LLC and a Vice President and a director of Franklin Street and has as her primary responsibility the oversight of the management of the real estate assets of Franklin Street and its affiliates.  Prior to joining Franklin Street in 1997, Ms. Notopoulos was a real estate and marketing consultant for various clients.  From 1975 to 1983, she was Vice President of North Coast Properties, Inc., a Boston real estate investment company.  Between 1969 and 1973, she was a real estate paralegal at Goodwin, Procter & Hoar.  Ms. Notopoulos is a graduate of Wellesley College (B.A.) and the Harvard School of Business Administration (M.B.A).

Jeffrey B. Carter, age 36, is a Vice President and a director of theCompany, and is George J. Carter's son. In addition, he is a Senior VicePresident and the Director of Acquisitions for Franklin Street. Prior to joining Franklin Street in 1998, Mr. Carter worked in TrustAdministration for Northern Trust Bank in Miami, Florida. Mr. Carter is agraduate of Arizona State University (B.A.) and The George Washington University(M.A.).  Mr. Carter holds a FINRA Series 7 general securities license.

Each of our directors holds office from the time of his or her election until the next annual meeting and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.  Each of the above persons has been associated with us since our inception in 2006.  Each of them is an employee of FSP Investments LLC, a wholly-owned subsidiary of Franklin Street, which is the sole owner of the Common Stock.  Each of our officers serves in that capacity at the request of Franklin Street.

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George J. Carter, Barbara J. Fournier, R. Scott MacPhee, William W. Gribbell and Janet P. Notopoulos also serve as directors of FSP Galleria North Corp., FSP 50 South Tenth Street Corp. and FSP Phoenix Tower Corp., which are public reporting companies sponsored by Franklin Street.  Jeffrey B. Carter serves as a director of FSP 50 South Tenth Street Corp.  In their capacities as directors of FSP Galleria North Corp., FSP 50 South Tenth Street Corp. and FSP Phoenix Tower Corp., George J. Carter, Barbara J. Fournier, R. Scott MacPhee, William W. Gribbell, Janet P. Notopoulos and Jeffrey B. Carter each holds office from the time of his or her election until the next annual meeting and until a successor is elected and qualified, or until such director's earlier death, resignation or removal.

Item 6. Executive Compensation

Each of the executive officers of the Company is compensated by Franklin Street in connection with their employment by Franklin Street and serves as an executive officer of the Company at Franklin Street’s request without compensation.  Franklin Street is subject to the informational requirements of the Securities Exchange Act of 1934, and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (SEC).  Franklin Street’s common stock is traded on the American Stock Exchange under the symbol “FSP”.

Item 7. Certain Relationships and Related Transactions, and Director Independence

George J. Carter, Barbara J. Fournier, R. Scott MacPhee, William W. Gribbell and Janet P. Notopoulos, each of whom is an executive officer of the Company, are executive officers of Franklin Street and, except for R. Scott MacPhee and William W. Gribbell, are directors of Franklin Street.  None of such persons received any remuneration from the Company for their services.

We have in the past engaged in and currently engage in transactions with a related party, FSP.  We expect to continue to have related party transactions with FSP in the form of management fees paid to FSP to manage the Company on behalf of our stockholders.  FSP Property Management LLC currently provides us with asset management and financial reporting services.  The asset management agreement between us and FSP Property Management LLC requires us to pay FSP Property Management LLC a monthly fee equal to one half of one percent (0.5%) of the gross revenues of the Property for the corresponding month.  The asset management agreement between us and FSP Property Management LLC may be terminated by either party without cause at any time, upon at least thirty (30) days’ written notice.  For the period ended December 31, 2007, management fees paid were $110,000.

Franklin Street is the sole holder of the Company’s one share of Common Stock that is issued and outstanding.  Subsequent to the completion of the placement of the Preferred Stock in December 2007, Franklin Street was not and is not currently entitled to share in any earnings or any related dividend related to the Common Stock of the Company.

The following is a summary of related party transactions that occurred with FSP during the period ended December 31, 2007.  The related party transactions described below are not expected to significantly affect the Company’s results of operations, financial position or liquidity for fiscal 2008 or future periods.

· We paid acquisition fees of $622,000 and other costs of acquisition of $1,042,000 to FSP in 2007.  Such fees were included in the cost of the real estate.  We also paid organizational costs of $27,000 to FSP in 2007 which were expensed when incurred.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no acquisition fees were paid to FSP.

· We paid syndication fees consisting of $9,954,000 for selling commissions and $132,000 for other expenses in 2007 to FSP for services related to syndication of the Company’s Preferred Stock.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no syndication fees were paid to FSP.

· During 2007, we borrowed and subsequently repaid an Acquisition Mortgage Loan payable to Franklin Street with an original principal amount of $167,000,000 and interest equal to the rate paid by Franklin Street on its line of credit.  During 2007, the Company repaid the entire principal balance of the Acquisition Mortgage Loan, with the final payment being made on December 27, 2007.  In 2007, interest paid to Franklin Street was $6,656,000.  The average interest rate during the time the Acquisition Mortgage Loan was outstanding was 6.53%.  No interest payments have been made since December 2007 because the Acquisition Mortgage Loan was repaid.

· We paid commitment fees of $7,154,000 for the period ended December 31, 2007 to FSP for obtaining the Acquisition Mortgage Loan on the Property.  Such amounts are included in interest expense in the financial statements.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no commitment fees were paid to FSP.

25

· We made distributions of $1,010,000 to Franklin Street as the sole holder of the Company’s one share of Common Stock relating to earnings of the Company prior to the completion of the offering of Preferred Stock.  No distributions have been paid to Franklin Street subsequent to the final closing of the sale of shares of the Preferred Stock, and Franklin Street is not currently entitled to share in any future earnings or any related distribution of the Company as the sole holder of the Company’s one share of Common Stock.  On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (or approximately 43.7%), of the Company for consideration totaling $82,813,000.  Prior to purchasing any shares of Preferred Stock, Franklin Street agreed to vote any shares held by it on any matter presented to the holders of Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates.  For purposes of determining how Franklin Street votes its shares of Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered. Franklin Street is entitled to distributions that are declared on the Preferred Stock.

Director Independence

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system.  None of our directors qualifies as “independent” under the standards of the American Stock Exchange, where Franklin Street is listed.

Item 8. Legal Proceedings

There are no material legal proceedings to which the Company is a party. The Company from time to time may be involved in lawsuits including, but not limited to, lawsuits relating to the real property it owns for liability for slips and falls, damage to automobiles in the parking garage, minor theft or similar matters.  The Company expects that most of these suits will be covered by insurance, subject to customary deductions.  In addition, in the ordinary course of business, the Company may become involved in litigation to collect rents or other income due to it from tenants.

26

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

There is no established public trading market for the Company’s Common Stock or Preferred Stock.

As of March 31, 2008, Franklin Street was the sole holder of record of the Common Stock and there were 815 holders of record of the Preferred Stock.  This computation is based upon the number of record holders reflected in our corporate records.

Set forth below are the distributions made to Common and Preferred Stockholders in respect of each quarter since inception.  Distributions are determined based on the Company’s Board of Directors’ review of cash available for distribution and distribution requirements necessary for the Company to continue to qualify as a real estate investment trust.  We cannot guarantee the future payment of dividends or the amount of any such dividends.  See Note 3 of the Notes to Financial Statements for additional information.

	FSP 303 East Wacker Drive Corp.
	Distributions		Distributions
	paid to		paid to
Quarter	Common		Preferred
Ended	Stockholders		Stockholders
March 31, 2007	$	173,204	$	-
June 30, 2007		358,787		71,902
September 30, 2007		250,000		1,149,603
December 31, 2007		228,000		1,593,961
March 31, 2008				1,707,988

The following schedule summarizes the tax components of the distributions paid for the period ended December 31, 2007:

(in thousands)	2007
	Preferred		Common		%
Ordinary income	$	-	$	-		0	%
Return of Capital		2,815		1,010		100	%
Total	$	2,815	$	1,010		100	%

The final sale of Preferred Stock occurred on December 27, 2007 and following that date no further distributions have been or will be declared on the Common Stock.  The last distribution on Common Stock was declared on December 20, 2007 and was paid on December 28, 2007.

The Company does not have an equity compensation plan or any outstanding stock options or other securities convertible into the Company’s Common Stock.

Item 10. Recent Sales of Unregistered Securities

Set forth below is information regarding (i) the shares of Common Stock and Preferred Stock we issued and sold since our organization in December 2006, (ii) the consideration, if any, received by us for such shares and (iii) information relating to the section of the Securities Act of 1933, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

(1) In December 2006 we issued one share of our Common Stock, $0.01 par value, at a price of $10,000.

27

(2) Between February 2007 and December 2007, we issued and sold an aggregate of 1,244.25 shares of our Preferred Stock, $0.01 par value per share, to 814 United States investors at a price of $100,000 per share, for an aggregate purchase price of $124,425,000.  FSP Investments LLC (member, FINRA and SIPC), a wholly-owned subsidiary of Franklin Street, acted as a broker/dealer on a best efforts basis with respect to the sale of equity interests in the Company.  On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (or approximately 43.7%), of the Company for consideration totaling $82,813,000.  Prior to purchasing any shares of Preferred Stock, Franklin Street agreed to vote any shares held by it on any matter presented to the holders of Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates.  For purposes of determining how Franklin Street votes its shares of Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered

No underwriters were involved in the foregoing sales of securities.  The securities were offered without registration under the Securities Act of 1933 by reason of the exemptions from the registration requirements set forth in Section 4(2) thereof and in Rule 506 of Regulation D promulgated thereunder.  We based our belief that the offering had the benefit of these exemptions on the fact that no general solicitation was conducted, on information furnished in investor questionnaires and on representations made to us by the purchasers of shares of our Preferred Stock that they were accredited investors and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time.  Such purchasers received written disclosures that the securities had not been registered under the Securities Act of 1933 and that any resale must be made pursuant to a registration or an available exemption from such registration.

Item 11. Description of Registrant’s Securities to be Registered

Preferred Stock

Each holder of shares of our Preferred Stock is entitled to receive ratably all dividends, if any, declared by our Board of Directors out of funds legally available therefore.  Each holder of Preferred Stock is entitled to receive, to the extent that funds are available therefore, $100,000 per share out of distributions to stockholders upon liquidation, dissolution or the winding up of the Company before any payment to the holders of our Common Stock; the balance of any such funds available for distribution will be distributed among the holders of shares of our Preferred Stock and the holders of our Common Stock, pro rata based on the number of shares held by each; provided, however, that for these purposes, one share of Common Stock is deemed to equal one-tenth of a share of Preferred Stock.  As of March 31, 2008, we had 2,210 authorized shares of Preferred Stock of which 2,210 were issued and outstanding.

Holders of shares of Preferred Stock have only limited voting rights and have no right to vote for the election of directors except as described below and as provided by law.  The affirmative vote or written consent of the holders of a majority of the shares of Preferred Stock, voting as a separate class, is required for any of the following actions:

· The merger of the Company with any other entity.

· The sale of the Property.

· Any amendment to the Company’s Certificate of Incorporation.

In addition, the affirmative vote or written consent of the holders of 66.67% of the shares of Preferred Stock is required for any change in the authorized capital stock of the Company.

The holders of a majority of the outstanding shares of Preferred Stock may remove one or more members of our Board of Directors without cause and replace such member or members with a person or persons designated by such holders.  Thereafter (and only thereafter), the holders of shares of Preferred Stock will, at each meeting of stockholders to elect directors, vote as one class together with the holders of Common Stock for the election of directors, with the holders of Common Stock and Preferred Stock each entitled to one vote per share of stock.

Holders of shares of Preferred Stock have no redemption or conversion rights.  The offering of shares of Preferred Stock has not been registered under the Securities Act of 1933.  Holders of shares of Preferred Stock have no right to require any registration to be effected by us and we are not obligated to supply the holders of shares of Preferred Stock with information which might be necessary to enable them to make sales of the shares of Preferred Stock.  The class of Preferred Stock will be registered under the Securities Exchange Act of 1934 upon the effectiveness of this Registration Statement on Form 10.

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Our Certificate of Incorporation contains a provision that renders void any transfer of shares of Preferred Stock that would result in the disqualification of the Company as a REIT.

Common Stock

Except as set forth above, the holders of Common Stock have the sole right to elect the directors of the Company and to vote on all matters.  As of March 31, 2008, we had one authorized share of Common Stock, which was issued and outstanding.

Item 12. Indemnification of Directors and Officers

Article SEVENTH of our Certificate of Incorporation eliminates the personal liability of directors to the fullest extent permitted by the Delaware General Corporation Law and provides that no director of our company shall be personally liable to the Company or its stockholders for any monetary damages for any breach of fiduciary duty as a director, except to the extent that the Delaware General Corporation Law statute prohibits the elimination or limitation of liability of directors for breach of fiduciary duty.

The Delaware General Corporation Law currently permits the liability of directors to a corporation or its stockholders for money damages to be eliminated, except for:

· any breach of the director’s duty of loyalty to the corporation and its stockholders,

· acts and omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

· unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, and

· any transaction from which the director derived an improper personal benefit.

Article EIGHTH of our Certificate of Incorporation provides that, with respect to any threatened, pending or completed action, suit or proceeding other than an action by or in the right of us, each person who was or is a party by virtue of the fact that he is or was, or has agreed to become, a director or officer of our company or is or was serving, or has agreed to serve, in the position of director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) on our behalf or by reason of any action alleged to have been taken or omitted in such capacity,  shall be indemnified by us against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any such action, suit or proceeding and appeal of the same, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Notwithstanding anything to the contrary in Article EIGHTH, we will not indemnify a director or officer to the extent that such person is reimbursed from the proceeds of insurance, and in the event we make any indemnification payments to such person and he is subsequently reimbursed from the proceeds of insurance, he will promptly refund such indemnification payments to us to the extent of such insurance reimbursement.

Article EIGHTH of our Certificate of Incorporation further provides that, with respect to any threatened, pending or completed action or suit by or in the right of us, each person who was or is a party by virtue of the fact that he is or was, or has agreed to become, a director or officer of our company or is or was serving, or has agreed to serve, in the position of director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) on our behalf or by reason of any action alleged to have been taken or omitted in such capacity, shall be indemnified by us against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action and any appeal of the same, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, except to the extent that the Court of Chancery of Delaware determines upon application that such indemnification is proper under the circumstances.

29

Notwithstanding the foregoing, to the extent that a director or officer has been successful, on the merits or otherwise, in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, or on appeal of the same, he is required to be indemnified by us against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf incurred in connection therewith.  Without limiting the foregoing, for these purposes such director or officer will be considered to have been wholly successful with respect to any action, suit or proceeding if it is disposed of, including without prejudice, without (a) being adverse to him, (b) an adjudication that he was liable to us, (c) a plea of guilty or nolo contendere, (d) an adjudication that he did not act in good faith and in a manner he believed to be reasonably to be in or not opposed to our best interests, and (e) with respect to a criminal proceeding, an adjudication that he had reasonable cause to believe his conduct was unlawful.  Costs, charges and expenses shall be advanced to a director or officer at his request, provided that he undertakes to repay the amount advanced if it is ultimately determined that he is not entitled to indemnification for such costs, charges and expenses.

 Indemnification is required to be made unless we determine that the applicable standard of conduct required for indemnification has not been met. In the event of a determination by us that the director or officer did not meet the applicable standard of conduct required for indemnification or if we fail to make an indemnification payment within 60 days after such payment is claimed by such person, such person is permitted to petition the court to make an independent determination as to whether such person is entitled to indemnification.  Costs incurred by such director or officer in connection with successfully establishing his right to indemnification, in whole or in part, will also be indemnified by us.  As a condition precedent to the right of indemnification, the director or officer must give us notice of the action for which indemnity is sought and we have the right to participate in such action or assume the defense thereof.

Article EIGHTH of our Certificate of Incorporation further provides that the indemnification provided therein is not exclusive, and provides that in the event that the Delaware General Corporation Law statute is amended, we must continue to indemnify our directors and officers with respect to any action that arose prior to the amendment, to the same extent that the director or officer would have been indemnified prior to the amendment.

Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person has no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

The Franklin Street directors and officers liability insurance policy covers certain liabilities of directors and officers of the Company.

Item 13. Financial Statements and Supplementary Data

The information required by this item is included in the financial statements in Item 15 and in Exhibit 99.1 and Exhibit 99.2 to this Registration Statement on Form 10 which are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 15. Financial Statements and Exhibits

The following documents are filed as part of this Registration Statement on Form 10.

(a) Consolidated Financial Statements

See Index to Consolidated Financial Statements on page F-1.

(b) Exhibits

The Exhibits set forth in the Exhibit Index are incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 11, 2008	FSP 303 East Wacker Drive Corp.
	By:	/s/ George J. Carter
		George J. Carter
		President

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Incorporation
3.2	By-Laws
10.1	Office Lease, dated August 1997, between Metropolitan Life Insurance Company and KPMG Peat Marwick LLP, as amended by that certain First Amendment, dated December 4, 1997, between Metropolitan Life Insurance Company and KPMG Peat Marwick LLP, as further amended by that certain Second Amendment to Lease, dated December 4, 1997, between Metropolitan Life Insurance Company and KPMG Peat Marwick LLP, as further amended by that certain Third Amendment to Lease, dated March 4, 2004, between 303 Wacker Realty L.L.C. and KPMG LLP, as further amended by that certain Fourth Amendment to Lease, dated January 8, 2008, between FSP 303 East Wacker Drive LLC and KPMG LLP
10.2	Office Lease, dated January 1, 1996, between Metropolitan Life Insurance Company and Consoer Townsend Environdyne Engineers, Inc., as amended by that certain First Amendment to Lease, dated October 1, 1999, between 303 Wacker Realty L.L.C. and Consoer Townsend Environdyne Engineers, Inc., as further amended by that certain Second Amendment to Lease, dated January 22, 2001, between 303 Wacker Realty L.L.C. and Consoer Townsend Environdyne Engineers, Inc., as further amended by that certain Third Amendment to Lease, dated March 1, 2004, between 303 Wacker Realty L.L.C. and Consoer Townsend Environdyne Engineers, Inc.
10.3	Asset Management Agreement, dated January 5, 2007, between FSP 303 East Wacker Drive LLC and FSP Property Management LLC, as amended by that certain First Amendment to Asset Management Agreement, dated August 23, 2007, between FSP 303 East Wacker Drive LLC and FSP Property Management LLC
10.4	Voting Agreement, dated January 1, 2007, among FSP 303 East Wacker Drive Corp., George J. Carter and Franklin Street Properties Corp.
21.1	Subsidiaries of FSP 303 East Wacker Drive Corp.
99.1	Consolidated Financial Statements of FSP 303 East Wacker Drive Corp.
99.2	Pro Forma Financial Information of FSP 303 East Wacker Drive Corp.

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FSP 303 East Wacker Drive Corp.

Index to Consolidated Financial Statements

December 31, 2007

Table of Contents

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
ConsolidatedBalance Sheet as of December 31, 2007	F-3
ConsolidatedStatement of Operations for the period January 5, 2007 (date operations commenced) to December 31, 2007	F-4
ConsolidatedStatement of Changes in Stockholders’ Equity for the period January 5, 2007 (date operations commenced) to December 31, 2007	F-5
ConsolidatedStatement of Cash Flows for the period January 5, 2007(date operations commenced) to December 31, 2007	F-6
Notes to ConsolidatedFinancial Statements	F-7
Financial Statement Schedule – Schedule III	F-16

All other schedules for which a provision is made in the applicable accounting resolutions of the Securities Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

F-1

 [LETTERHEAD OF BRAVER PC]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders

FSP 303 East Wacker Drive Corp.

Wakefield, Massachusetts

We have audited the accompanying consolidated balance sheet of FSP 303 East Wacker Drive Corp. as of December 31, 2007, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the period from January 5, 2007  (date operations commenced) to December 31, 2007.  Our audit also included the financial statement schedule listed in the Index at Item 15(a)(2).  These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and schedule are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement and schedule presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FSP 303 East Wacker Drive Corp. as of December 31, 2007, and the results of its operations and its cash flows for the period from January 5, 2007 (date operations commenced) to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Braver PC

Newton, Massachusetts

March 31, 2008

F-2

FSP 303 East Wacker Drive Corp.

Consolidated Balance Sheet

(in thousands, except share and par value amounts)	December 31, 2007
Assets:
Real estate investments, at cost:
Land	$	26,200
Buildings and improvements		129,098
		155,298
Less accumulated depreciation		3,292
Real estate investments, net		152,006
Acquired real estate leases, net of accumulated amortization of $2,334		8,888
Acquired favorable real estate leases, net of accumulated amortization of $1,719		6,315
Cash and cash equivalents		25,353
Tenant rent receivable		107
Step rent receivable		1,466
Deferred leasing costs, net of accumulated amortization of $41		400
Prepaid expenses and other assets		137
Total assets	$	194,672
Liabilities and Stockholders’ Equity:
Liabilities:
Accounts payable and accrued expenses	$	8,588
Distribution payable		1,708
Tenant security deposits		790
Acquired unfavorable real estate leases, net of accumulated amortization of $139		474
Total liabilities		11,560
Commitments and Contingencies:		-
Stockholders’ Equity:
Preferred Stock, $.01 par value, 2,210 shares authorized,
issued and outstanding at December 31, 2007,
aggregate liquidation preference $221,000		-
Common Stock, $.01 par value, 1 share
authorized, issued and outstanding		-
Additional paid-in capital		197,162
Retained deficit and distributions in excess of earnings		(14,050	)
Total Stockholders’ Equity		183,112
Total Liabilities and Stockholders’ Equity	$	194,672
See accompanying notes to financial statements.

F-3

FSP 303 East Wacker Drive Corp.

Consolidated Statement of Operations

(in thousands, except share and per share amounts)	For the Period January 5, 2007 (date operations commenced) to December 31, 2007
Revenues:
Rental	$	22,118
Total revenue		22,118
Expenses:
Rental operating expenses		5,856
Real estate taxes and insurance		5,735
Depreciation and amortization		5,667
Interest		13,810
Total expenses		31,068
Loss before interest income		(8,950	)
Interest income		433
Net loss		(8,517	)
Distributions paid to common stockholder		1,010
Net loss attributable to preferred stockholders	$	(9,527	)
Weighted average number of preferred shares outstanding,
basic and diluted		894
Net loss per preferred share, basic and diluted	$	(10,657	)
See accompanying notes to financial statements.

F-4

FSP 303 East Wacker Drive Corp.

Consolidated Statement of Changes in Stockholders’ Equity

For the Period January 5, 2007 (date operations commenced) to December 31, 2007

(in thousands, except per share and share amounts)	Preferred Stock		Common  Stock		Additional Paid-in Capital		Retained Deficit and Distributions in Excess of Earnings			Total Stockholders' Equity
Issuance of common share	$	-	$	-	$	10	$	-		$	10
Private offering of 2,210 shares, net		-		-		197,152		-			197,152
Distributions - common stockholders
or $1,010 per common share		-		-		-		(1,010	)		(1,010	)
Distributions - preferred stockholders
or $5,059 per preferred share		-		-		-		(4,523	)		(4,523	)
Net loss		-		-		-		(8,517	)		(8,517	)
Balance, December 31, 2007	$	-	$	-	$	197,162	$	(14,050	)	$	183,112
See accompanying notes to financial statements.

F-5

FSP 303 East Wacker Drive Corp.

Consolidated Statement of Cash Flows

(in thousands)	For the Period January 5, 2007 (date operations commenced) to December 31, 2007
Cash flows from operating activities:
Net loss	$	(8,517	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization		5,667
Amortization of favorable real estate leases		1,719
Amortization of unfavorable real estate leases		(139	)
Changes in operating assets and liabilities:
Tenant rent receivable		(107	)
Step rent receivable		(1,466	)
Prepaid expenses and other assets		(137	)
Accounts payable and accrued expenses		7,708
Tenant security deposits		790
Payment of deferred leasing costs		(441	)
Net cash provided by operating activities		5,077
Cash flows from investing activities:
Purchase of real estate assets		(154,418	)
Purchase of acquired real estate leases		(11,222	)
Purchase of acquired favorable / unfavorable real estate leases		(7,421	)
Net cash used for investing activities		(173,061	)
Cash flows from financing activities:
Proceeds from sale of company stock		140,849
Syndication costs		(10,086	)
Distributions to stockholders		(3,825	)
Proceeds from long-term debt		167,000
Principal payments on long-term debt		(100,601	)
Net cash provided by financing activities		193,337
Net increase in cash and cash equivalents		25,353
Cash and cash equivalents, beginning of period		-
Cash and cash equivalents, end of period	$	25,353
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	13,810
Disclosure of non-cash investing activities:
Accrued costs for purchase of real estate assests	$	880
Disclosure of non-cash financing activities:
Distributions declared but not paid	$	1,708
First Mortgage Loan balance converted to preferred shares	$	66,399
See accompanying notes to financial statements.

F-6

FSP 303 East Wacker Drive Corp.

 Notes to Consolidated Financial Statements

1. Organization

FSP 303 East Wacker Drive Corp. (the “Company”) was organized on December 13, 2006 as a corporation under the laws of the State of Delaware to purchase, own, and operate a twenty-eight story Class “A” multi-tenant office tower containing approximately 859,187 rentable square feet of space located in downtown Chicago, Illinois (the “Property”).  The Company acquired the Property and commenced operations on January 5, 2007.

2. Summary of Significant Accounting Policies

BASIS OF PRESENTATION

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations from operation commencement date to December 31, 2007 are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year.

ESTIMATES AND ASSUMPTIONS

The Company prepares its financial statements and related notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

REAL ESTATE AND DEPRECIATION

Real estate assets are stated at the lower of cost or fair value, as appropriate, less accumulated depreciation.

Costs related to property acquisition and improvements are capitalized.  Typical capital items include new roofs, site improvements, various exterior building improvements and major interior renovations.  Funding for capital improvements typically is provided by cash set aside at the time the Property was purchased.

Routine replacements and ordinary maintenance and repairs that do not extend the life of the asset are expensed as incurred.   Typical expense items include interior painting, landscaping and minor carpet replacements. Funding for repairs and maintenance items typically is provided by cash flows from operating activities.

Depreciation is computed using the straight-line method over the assets' estimated useful lives as follows:

Category	Years
Building - Commercial	39
Building Improvements	15-39
Furniture & Equipment	5-7

The following schedule reconciles the cost of the Property as shown in the Company’s Offering Memorandum dated January 1, 2007 to the amounts shown on the Company’s Balance Sheet as of December 31, 2007:

(in thousands)
Price per Offering Memorandum	$	167,000
Plus:  Acquisition fees		622
Other acquisition costs		1,042
2006 Real Estate Taxes		5,466
Transfer Tax		1,252
Less: Credits at closing		(2,037	)
Total	$	173,345

F-7

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

REAL ESTATE AND DEPRECIATION (continued)

These costs were recorded in the Company’s Balance Sheet as of December 31, 2007 as follows:

(in thousands)
Land	$	26,200
Building		128,502
Acquired real estate leases		11,222
Acquired favorable real estate leases		8,034
Acquired unfavorable real estate leases		(613	)
Total	$	173,345

The Company evaluates its assets used in operations by identifying indicators of impairment and by comparing the sum of the estimated undiscounted future cash flows for each asset to the asset’s carrying value.  When indicators of impairment are present and the sum of the undiscounted future cash flows is less than the carrying value of such asset, an impairment loss is recorded equal to the difference between the asset’s current carrying value and its fair value based on discounting its estimated future cash flows.  At December 31, 2007, no such indicators of impairment were identified.

Depreciation expense of $3,292,000 is included in Depreciation and Amortization in the Company’s Statement of Operations for the period ended December 31, 2007.

ACQUIRED REAL ESTATE LEASES

Acquired real estate leases represent the estimated value of legal and leasing costs related to acquired leases that were included in the purchase price when the Company acquired the Property.  Under Statement of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations”, which was approved by the Financial Accounting Standards Board (“FASB”) in June 2001, the Company is required to segregate these costs from its investment in real estate.  The Company subsequently amortizes these costs on a straight-line basis over the remaining life of the related leases.  Amortization expense of $2,334,000 is included in Depreciation and Amortization in the Company’s Statement of Operations for the period ended December 31, 2007.

Acquired real estate lease costs included in the purchase price of the Property were $11,222,000 and are being amortized over the weighted-average period of five years in respect of the leases assumed.  Detail of the acquired real estate leases as of December 31, 2007:

(in thousands)	2007
Cost	$	11,222
Accumulated amortization		(2,334	)
Book value	$	8,888

The estimated annual amortization expense for the five years succeeding December 31, 2007 is as follows:

(in thousands)
2008	$	2,172
2009	$	1,716
2010	$	1,333
2011	$	1,257
2012	$	1,049

F-8

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

ACQUIRED FAVORABLE REAL ESTATE LEASES

Acquired favorable real estate leases represent the value related to the leases when the lease payments due under a tenant’s lease exceed the market rate of the lease at the date the Property was acquired.  Under SFAS 141 the Company is required to report this value separately from its investment in real estate.  The Company subsequently amortizes this amount on a straight-line basis over the remaining life of the tenant’s leases.  Amortization of $1,719,000 is shown as a reduction of rental income in the Company’s Statement of Operations for the period ended December 31, 2007.

The acquired favorable real estate leases included in the purchase price of the property were $8,034,000 and are being amortized over a weighted-average period of five years in respect of the leases assumed.  Detail of the acquired favorable real estate leases as of December 31, 2007:

(in thousands)	2007
Cost	$	8,034
Accumulated amortization		(1,719	)
Book value	$	6,315

The estimated annual amortization for the five years succeeding December 31, 2007 is as follows:

(in thousands)
2008	$	1,662
2009	$	1,170
2010	$	782
2011	$	703
2012	$	678

ACQUIRED UNFAVORABLE REAL ESTATE LEASES

The Company accounts for leases acquired via direct purchase of real estate assets under the provisions of SFAS No. 141.  Acquired unfavorable real estate leases represent the value relating to leases with rents below the market rate.  Amortization is computed using the straight-line method over the lives of the leases assumed.  Amortization of $139,000 is included with rental revenue in the Company’s Statement of Operations for the period ended December 31, 2007.

The acquired unfavorable real estate leases included in the purchase price of the property were $613,000 and are being amortized over a weighted average period of four years in respect of the leases assumed.  Detail of the acquired unfavorable real estate leases as of December 31, 2007:

(in thousands)	2007
Cost	$	613
Accumulated amortization		(139	)
Book value	$	474

The estimated annual amortization for the five years succeeding December 31, 2007 is as follows:

(in thousands)
2008	$	106
2009	$	86
2010	$	43
2011	$	42
2012	$	42

F-9

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

CASHANDCASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an initial maturity of three months or less to be cash equivalents.

The Company has set aside funded reserves of $19,505,000 at December 31, 2007 in anticipation of future capital needs of the Property.  These funds typically are used for the payment of real estate assets and deferred leasing commissions; however, there is no legal restriction on their use and they may be used for any Company purpose.

CONCENTRATION OF CREDIT RISKS

Cash, cash equivalents and short-term investments are financial instruments that potentially subject the Company to a concentration of credit risk.   The Company maintains its cash balances and short-term investments principally in banks which the Company believes to be creditworthy.  The Company periodically assesses the financial condition of the banks and believes that the risk of loss is minimal.  Cash balances held with various financial institutions frequently exceed the insurance limit of $100,000 provided by the Federal Deposit Insurance Corporation.

For the period ended December 31, 2007, rental income was derived from various tenants.  As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

The following tenants represent greater than 10% of rental revenue as of December 31, 2007:

KPMG LLP	26.2%
CTE Engineers, Inc	16.9%
Equity Mktg, DBA Upshot	10.9%

FINANCIAL INSTRUMENTS

The Company estimates that the carrying value of cash and cash equivalents approximate their fair values based on their short-term maturity and prevailing interest rates.

STEP RENT RECEIVABLE

Certain leases provide for fixed rental increases over the life of the lease. Rental revenue is recognized on the straight-line basis over the related lease term; however, billings by the Company are based on required minimum rentals in accordance with the lease agreements.  Step rent receivable, which is the cumulative revenue recognized in excess of amounts billed by the Company, is $1,466,000 at December 31, 2007.

TENANT RENT RECEIVABLE

Tenant rent receivable is reported at the amount the Company expects to collect on balances outstanding at year-end.  Management monitors outstanding balances and tenant relationships and concluded that any realization losses would be immaterial.

F-10

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

DEFERRED LEASING COSTS

Deferred leasing commissions represent direct and incremental external leasing costs incurred in the leasing of commercial space.  These costs are capitalized and are amortized on a straight-line basis over a weighted average period of seven years in respect of the terms of the related lease agreement.  Amortization expense was $41,000 for the period ended December 31, 2007.  Detail of the deferred leasing costs as of December 31:

(in thousands)	2007
Cost	$	441
Accumulated amortization		(41	)
Book value	$	400

The estimated annual amortization expense for the five years succeeding December 31, 2007 is as follows:

(in thousands)
2008	$	68
2009	$	62
2010	$	57
2011	$	54
2012	$	52

SYNDICATION FEES

Syndication fees are selling commissions and other costs associated with the initial offering of shares of the Company’s Preferred Stock.  Such costs, in the amount of $10,086,000 have been reported as a reduction in Stockholders’ Equity in the Company’s Balance Sheet at December 31, 2007.

REVENUE RECOGNITION

The Company has retained substantially all of the risks and benefits of ownership of the Company's commercial property and accounts for its leases as operating leases. Rental income from leases, which may include rent concession (including free rent and tenant improvement allowances) and scheduled increases in rental rates during the lease term, is recognized on a straight-line basis. The Company does not have any percentage rent arrangements with its commercial property tenants. Reimbursable costs are included in rental income in the period earned.

A schedule showing the components of rental revenue is shown below.

	Period Ended
	December 31,
(in thousands)	2007
Income from leases	$	11,246
Straight-line rent adjustment		1,063
Reimbursable expenses and parking		11,389
Amortization of favorable leases		(1,719	)
Amortization of unfavorable leases		139
Total	$	22,118

INTEREST INCOME

Interest income is recognized when the earnings process is complete.

F-11

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (continued)

INCOME TAXES

The Company intends to elect to be taxed as a Real Estate Investment Trust (“REIT”) under the Internal Revenue Code of 1986, as amended.  As a REIT, the Company generally is entitled to a tax deduction for dividends paid to its stockholders, thereby effectively subjecting the distributed net income of the Company to taxation at the stockholder level only.  The Company must comply with a variety of restrictions to maintain its status as a REIT.  These restrictions include the type of income it can earn, the type of assets it can hold, the number of stockholders it can have and the concentration of their ownership, and the amount of the Company’s taxable income that must be distributed annually.

NET INCOME PER SHARE

The Company follows SFAS No. 128 "Earnings per Share", which specifies the computation, presentation and disclosure requirements for the Company's net income per share. Basic net income per share of Preferred Stock is computed by dividing net income by the weighted average number of shares of Preferred Stock outstanding during the period. Diluted net income per share of Preferred Stock reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised or converted into shares.  There were no potential dilutive shares outstanding at December 31, 2007. Subsequent to the completion of the offering shares of Preferred Stock, the holder of Common Stock is not entitled to share in any income nor in any related dividend.

3.     Income Taxes

The Company files as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended.  In order to qualify as a REIT, the Company is required to distribute at least 90% of its taxable income to stockholders and to meet certain asset and income tests as well as certain other requirements.  The Company will generally not be liable for federal income taxes, provided it satisfies these requirements.  Even as a qualified REIT, the Company is subject to certain state and local taxes on its income and property.

The Company’s adoption of the provisions of FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes”, (“FIN 48”) effective January 1, 2007 did not result in recording a liability, nor was any accrued interest and penalties recognized with the adoption of FIN 48.  Accrued interest and penalties will be recorded as income tax expense, if the Company records a liability in the future.  The Company’s effective tax rate was not affected by the adoption of FIN 48.  The Company files income tax returns in the U.S federal jurisdiction and the state of Illinois.  The statute of limitations for the Company’s income tax returns is generally three years and as such, the Company’s returns that remain subject to examination would be from 2006 and thereafter.

For the periods ended December 31, 2007 and 2006, the Company incurred a net operating loss for income tax purposes of approximately $5,816,000 and $10,000 that can be carried forward until it expires in the year 2027 and 2026, respectively.

At December 31, 2007, the Company’s net tax basis of its real estate assets was $170,326,000.

The following schedule reconciles net loss to taxable loss subject to dividend requirements:

	Period Ended
	December 31,
(in thousands)	2007
Net loss	$	(8,517	)
Add:   Book depreciation and amortization		5,667
Amortization of favorable real estate leases		1,719
Deferred rent		144
Organization costs		27
Less:  Tax depreciation and amortization		(3,654	)
Amortization of unfavorable real estate leases		(139	)
Straight-line rent adjustment		(1,063	)
Taxable loss[1]	$	(5,816	)

1 A tax loss is not subject to a dividend requirement.

F-12

FSP 303 East Wacker Drive Corp.

Notes to Consolidated Financial Statements

3. Income Taxes (continued)

The following schedule summarizes the tax components of the distributions paid for the period ended December 31,:

(in thousands)	2007
	Preferred		Common		%
Ordinary income	$	-	$	-		0	%
Return of Capital		2,815		1,010		100	%
Total	$	2,815	$	1,010		100	%

4. Capital Stock

PREFERRED STOCK

Generally, each holder of shares of Preferred Stock is entitled to receive ratably all dividends, if any, declared by the Board of Directors out of funds legally available.  The right to receive dividends is non-cumulative, and no right to dividends shall accrue by reason of the fact that no dividend has been declared in any prior year.  Each holder of shares of Preferred Stock will be entitled to receive, to the extent that funds are available therefore, $100,000 per share of Preferred Stock, before any payment to the holder of Common Stock, out of distributions to stockholders upon liquidation, dissolution or the winding up of the Company; the balance of any such funds available for distribution will be distributed among the holders of shares of Preferred Stock and the holder of Common Stock, pro rata based on the number of shares held by each; provided, however, that for these purposes, one share of Common Stock will be deemed to equal one-tenth of a share of Preferred Stock.

In addition to certain rights to remove and replace directors with or without cause, the holders of a majority of the then outstanding shares of Preferred Stock shall have the further right to approve or disapprove a proposed sale of the Property, the merger of the Company with any other entity and amendments to the corporate charter.  A vote of the holders of not less than 66.67% of the then outstanding shares of Preferred Stock is required for the issuance of any additional shares of capital stock.  Holders of shares of Preferred Stock have no redemption or conversion rights.

COMMON STOCK

Franklin Street Properties Corp. (“Franklin Street”) is the sole holder of the Company’s Common Stock.  Franklin Street has the right to vote to elect the directors of the Company and to vote on all matters, subject to the voting rights of the Preferred Stock set forth above.  Subsequent to the completion of the offering of the shares of Preferred Stock in December 2007, Franklin Street, as the holder of Common Stock, was not, and is not entitled to share in any earnings or any related dividend with respect to the Common Stock.

5. Related Party Transactions

The following is a summary of related party transactions that occurred with Franklin Street during the period ended December 31, 2007.  The Company has in the past engaged in and currently engages in transactions with a related party, Franklin Street, and its subsidiaries, FSP Investments LLC and FSP Property Management LLC (collectively “FSP”).  The Company expects to continue to have related party transactions with FSP in the form of management fees paid to FSP to manage the Company on behalf of its  stockholders.  FSP Property Management LLC currently provides the Company with asset management and financial reporting services.  The asset management agreement between the Company and FSP Property Management LLC requires the Company to pay FSP Property Management LLC a monthly fee equal to one half of one percent (0.5%) of the gross revenues of the Property for the corresponding month.  The asset management agreement between the Company and FSP Property Management LLC may be terminated by either party without cause at any time, upon at least thirty (30) days’ written notice.  For the period ended December 31, 2007, management fees paid were $110,000.

FSP is the sole holder of the Company’s one share of Common Stock that is issued and outstanding.  Subsequent to the completion of the placement of the Preferred Stock in December 2007, FSP was not and is not currently entitled to share in any earnings or any related dividend related to the Common Stock of the Company.

The related party transactions described below are not expected to significantly affect the Company’s results of operations, financial position or liquidity for fiscal year 2008 or future periods.

F-13

FSP 303 East Wacker Drive Corp.

Notes to ConsolidatedFinancial Statements

5. Related Party Transactions (continued)

The Company paid acquisition fees of $622,000 and other costs of acquisition of $1,042,000 to FSP in 2007.  Such fees were included in the cost of the real estate.  The Company also paid organizational costs of $27,000 to FSP in 2007 which were expensed when incurred.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no acquisition fees were paid to FSP.  

The Company paid syndication fees consisting of $9,954,000 for selling commissions and $132,000 for other expenses in 2007 to FSP for services related to syndication of the Company’s Preferred Stock.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no syndication fees were paid to FSP.

During 2007, the Company borrowed and has subsequently repaid an Acquisition Mortgage Loan payable to Franklin Street with an original principal amount of $167,000,000 and interest equal to the rate paid by Franklin Street on its line of credit.  During 2007, the Company repaid the entire principal balance of the Acquisition Mortgage Loan, with the final payment being made on December 27, 2007.  In 2007, interest paid to Franklin Street was $6,656,000.  The average interest rate during the time the Acquisition Mortgage Loan was outstanding was 6.53%.  No interest payments have been made since December 2007 because the Acquisition Mortgage Loan has been repaid.

The Company paid commitment fees of $7,154,000 for the period ended December 31, 2007 to FSP for obtaining the Acquisition Mortgage Loan on the Property.  Such amounts are included in interest expense in the financial statements.  Subsequent to the completion of the final closing of the sale of shares of Preferred Stock, which occurred on December 27, 2007, no commitment fees were paid to FSP.

The Company made distributions of $1,010,000 to Franklin Street as the sole holder of the Company’s one share of Common Stock relating to earnings of the Company prior to the completion of the offering of Preferred Stock.  No distributions have been paid to Franklin Street as the sole holder of the Company’s Common Stock subsequent to the final closing of the sale of shares of the Preferred Stock, and Franklin Street is not currently entitled to share in any future earnings or any related distribution of the Company as the sole holder of the Company’s Common Stock.  On December 27, 2007, Franklin Street purchased 965.75 shares of Preferred Stock (or approximately 43.7%), of the Company for consideration totaling $82,813,000.  Prior to purchasing any shares of Preferred Stock, Franklin Street agreed to vote any shares held by it on any matter presented to the holders of Preferred Stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the Preferred Stock other than Franklin Street and its affiliates.  For purposes of determining how Franklin Street votes its shares of Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street are not considered. Franklin Street is entitled to distributions that are declared on the Preferred Stock.

6. Commitments and Contingencies

The Company, as lessor, has minimum future rentals due under non-cancelable operating leases as follows:

	Year Ending
(in thousands)	December 31,	Amount
	2008	$	11,793
	2009		10,207
	2010		8,927
	2011		8,746
	2012		7,781
	Thereafter		12,473
		$	59,927

In addition, the lessees are liable for certain real estate taxes and certain operating expenses of the Property pursuant to lease agreements.

Upon acquiring the commercial rental property on January 5, 2007, the Company was assigned the lease agreements between the seller of the Property and the existing tenants.

F-14

FSP 303 East Wacker Drive Corp.

Notes to ConsolidatedFinancial Statements

7. Segment Reporting

The Company operates in one industry segment – real estate ownership of commercial property.  As of December 31, 2007 the Company owned and operated a twenty-eight story office tower in that one segment.

8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consists of the components shown below:

	December 31,
(in thousands)	2007
Accrued property tax	$	5,450
Deferred rental income		1,086
Accrued capital expenditures		487
Accounts payable and other accrued expenses		1,172
Due to tenant - tenant improvements		393
Total	$	8,588

F-15

SCHEDULE III

FSP 303 East Wacker Drive Corp.

Real Estate and Accumulated Depreciation

December 31, 2007

		Initial Cost			Historical Costs
Description	Encumbrances (1)	Land	Buildings Improvements and Equipment	Costs Capitalized (Disposals) Subsequent to Acquisition	Land	Buildings Improvements and Equipment	Total (2)	Accumulated Depreciation	Total Costs, Net of Accumulated Depreciation	Depreciable Life (Years)	Date of Acquisition
		(in thousands)
303 East Wacker, Chicago, Illinois		$26,200	$128,502	$596	$26,200	$129,098	$155,298	$3,292	$152,006	39	2007

(1) There are no encumbrances on this property.

(2) The aggregate cost for Federal Income Tax purposes is $173,942.

F-16

FSP 303 East Wacker Drive Corp.

The following table summarizes the changes in the Company’s real estate investments and accumulated depreciation:

	December 31,
(in thousands)	2007
Real estate investments, at cost:
Balance, beginning of period	$	-
Acquisitions		154,702
Improvements		596
Balance, end of period	$	155,298
Accumulated depreciation:
Balance, beginning of period	$	-
Depreciation		3,292
Balance, end of period	$	3,292

F-17

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

FSP 303 EAST WACKER DRIVE CORP.

FIRST.          The name of the Corporation is:  FSP 303 East Wacker Drive Corp.

SECOND.       The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD.         The nature of the business or purposes to be conducted or promoted by the Corporation is as follows:

1.           To engage in business as a real estate investment trust, qualifying as such under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, or any successor statute and to perform any and all other functions and activities in connection therewith or related thereto.

2.           To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH.          The total number of shares of stock which the Corporation shall have authority to issue is 1 share of Common Stock, $0.01 par value per share, and 2,210 shares of Preferred Stock, $0.01 par value per share.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A.           COMMON STOCK.

1.           General.  The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.

2.           Voting.  The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings).  There shall be no cumulative voting.

3.           Dividends.  Following the completion of a private offering of shares of Preferred Stock of the Corporation (the “Private Offering”), no dividends shall be declared on the Common Stock.  Prior to the completion of the Private Offering, the holders of shares of Common Stock shall be entitled to receive any dividend declared on the Common Stock when, as and if declared by the Board of Directors of the Corporation.

4.           Liquidation.  Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential rights of any then outstanding Preferred Stock.

B.           PREFERRED STOCK.

1.           Dividends.

(a)                 Prior to the completion of the Private Offering, the holders of Preferred Stock shall be entitled to receive any dividends declared on the Preferred Stock when, as and if declared by the Board of Directors of the Corporation.  Following the completion of the Private Offering, the holders of shares of Preferred Stock shall be entitled to receive any dividends declared by the Board of Directors of the Corporation, payable only when, as and if declared by the Board of Directors of the Corporation.  The right to receive dividends on Preferred Stock shall be non-cumulative, and no right to dividends shall accrue by reason of the fact that no dividend has been declared on the Preferred Stock in any prior year.

(b)                 Following the completion of the Private Offering, the Corporation shall not declare any cash dividends on shares of Common Stock.

2.           Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

(a)                 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock, an amount equal to $100,000 per share, plus any dividends declared but unpaid thereon.  If upon any such liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of

2

Preferred Stock the full amount to which they shall be entitled, the holders of shares of Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(b)                 After the payment of all preferential amounts required to be paid to the holders of Preferred Stock, upon the dissolution, liquidation or winding up of the Corporation, the remaining assets and funds of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Preferred Stock and Common Stock, pro rata based on the number of shares of stock of the Corporation held by each; provided, however, that for purposes of this Section 2(b), one share of Common Stock shall be deemed to equal one-tenth of a share of Preferred Stock.

(c)                 Any merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation (except any such merger or consolidation involving the Corporation or a subsidiary in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation at least 80% by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation), or sale of all or substantially all the assets of the Corporation, shall be deemed to be a liquidation of the Corporation for purposes of this Section 2, and the agreement or plan of merger or consolidation with respect to such merger, consolidation or sale shall provide that the consideration payable to the stockholders of the Corporation (in the case of a merger or consolidation), or consideration payable to the Corporation, together with all other available assets of the Corporation (in the case of an asset sale), shall be distributed to the holders of capital stock of the Corporation in accordance with Subsections 2(a) and 2(b) above.  The amount deemed distributed to the holders of Preferred Stock upon any such merger, consolidation or sale shall be the cash or the value of the property, rights or securities distributed to such holders by the Corporation or the acquiring person, firm or other entity.  The value of such property, rights or other securities shall be determined in good faith by the Board of Directors of the Corporation.

3.           Voting.

(a)                 Except as provided by law and by the provisions of Subsection 3(b), 3(c) or 3(d) below, the holders of Preferred Stock shall have no voting rights on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written action of stockholders in lieu of meeting).

3

(b)                 In addition to any other rights provided by law, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of more than 50% of the then outstanding shares of Preferred Stock:

(i)           Amend or repeal any provision of, or add any provision to, the Corporation’s Certificate of Incorporation; or

(ii)           Merge or consolidate into or with any other corporation or other entity or sell all or substantially all of the Corporation’s assets.

(c)                 In addition to any other rights provided by law, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of not less than 66.67% of the then outstanding shares of Preferred Stock, authorize or issue any new class or classes or series of capital stock or increase the number of authorized shares of any existing class or classes or series of capital stock.

(d)                 At any time, at a meeting called for such purpose or by written consent in lieu of a meeting, the holders of more than 50 percent of the then outstanding shares of Preferred Stock may remove without cause one or more members of the Board of Directors of the Corporation and replace such member or members with a person or persons designated by such holders.  Any meeting for such purpose may be called by the holders of 35 percent or more of the then outstanding shares of Preferred Stock by notice to the Secretary of the Corporation designating the date for such meeting, which date shall be not less than 30 days following the date of such notice, and the Secretary shall thereupon send notice of the meeting to all holders of shares of Preferred Stock.  After the holders of Preferred Stock shall have effected the removal and replacement of one or more members of the Board of Directors pursuant to this Section 3(d), the holders of Preferred Stock shall thereafter, at each meeting to elect members of the Board of Directors, vote as one class together with the holders of shares of Common Stock for the election of members of the Board of Directors, each holder of Preferred Stock being entitled to one vote for each share of Preferred Stock.

4.           Waiver.  Any of the rights of the holders of Preferred Stock set forth herein may be waived by the affirmative vote of the holders of more than 50% of the shares of Preferred Stock then outstanding; provided, however, that any waiver of the rights of holders of Preferred Stock set forth in Section 3(c) hereof shall require the affirmative vote of the holders of no less than 66.67% of the shares of Preferred Stock then outstanding.

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FIFTH.          The name and mailing address of the sole incorporator are as follows:

Kenneth A. Hoxsie Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts  02109

SIXTH.        In furtherance of and not in limitation of powers conferred by statute, it is further provided:

1.           Election of directors need not be by written ballot.

2.           The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

SEVENTH.        Except to the extent that the General Corporation Law of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability.  No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

EIGHTH.        1.  Actions, Suits and Proceedings Other than by or in the Right of the Corporation.  The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with

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respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.  Notwithstanding anything to the contrary in this Article, except as set forth in Section 7 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.  Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

2.           Actions or Suits by or in the Right of the Corporation.  The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware shall deem proper.

3.           Indemnification for Expenses of Successful Party.  Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith.  Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act

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in good faith and in a manner he reasonably believed to be in or notopposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

4.           Notification and Defense of Claim.  As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought.  With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee.  After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4.  The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article.  The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

5.           Advance of Expenses.  Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article.  Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.

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6.           Procedure for Indemnification.  In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses.  Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 1 or 2, as the case may be.  Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (c) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation), or (d) a court of competent jurisdiction.

7.           Remedies.  The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6.  Unless otherwise required by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation.  Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.  The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

8.           Subsequent Amendment.  No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

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9.           Other Rights.  The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee.  Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article.  In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

10.           Partial Indemnification.  If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

11.           Insurance.  The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware.

12.           Merger or Consolidation.  If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

13.           Savings Clause.  If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

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14.           Definitions.  Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

15.           Subsequent Legislation.  If the General Corporation Law of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

NINTH.      The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH.       Section 203 of the General Corporation Law of Delaware, as it may be amended from time to time, shall not apply to the Corporation.

ELEVENTH.        Each individual, corporation, partnership, limited liability company, association, estate, trust (including a trust qualified under Section 401(a) or Section 501(c)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), private foundation within the meaning of Section 509(c) of the Code, joint stock company or other entity, including a “group” as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (any of the foregoing being referred to herein as a “Person”), who beneficially or constructively owns Common Stock or Preferred Stock or who is holding Common Stock or Preferred Stock for a Person who beneficially or constructively owns such Stock shall provide to the Corporation such information as the Corporation may reasonably request from time to time in order to comply with the requirements of any taxing authority or other governmental agency or to demonstrate any such compliance.

TWELFTH.        1.           Protective Provisions. The following provisions are designed to prevent the disqualification of the Corporation as a real estate investment trust.

2.           Ownership Limits.

(a)           Definitions.  As used in this Article, the following terms shall have the indicated meanings:

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"Acquire" shall mean the acquisition of Beneficial Ownership or Constructive Ownership of Equity Shares by any means, including without limitation a Transfer or the exercise of or right to exercise any rights under any option, warrant, convertible security, pledge or other security interest or similar right to acquire Equity Shares, but shall not include the acquisition of any such rights unless, as a result, the acquiror would be considered a Beneficial Owner or Constructive Owner, as defined below.  The term "Acquisition" shall have the correlative meaning.

"Beneficial Ownership" shall mean ownership of Equity Shares by a Person who is or would be treated as an owner of such Equity Shares under Section 542(a)(2) of the Code either actually or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code.  The terms "Beneficially Own," "Beneficially Owned" and "Beneficial Owner" shall have the correlative meanings.

"Board" shall mean the Board of Directors of the Corporation.

"Business Day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in Boston, Massachusetts are authorized or required by law, regulation or executive order to close.

"Charitable Beneficiary" shall mean one or more beneficiaries of the Trust as determined pursuant to Section 2(e)(vi) of this Article.

"Constructive Ownership" shall mean ownership of Equity Shares or any other interest in an entity by a Person who is or would be treated as an owner thereof either actually or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code.  The terms "Constructively Own," "Constructively Owned" and "Constructive Owner" shall have the correlative meanings.

“Equity Shares” shall mean shares of Common Stock and shares of Preferred Stock, collectively.

"Market Price" shall mean the last reported sales price of the Common Shares or Preferred Shares, as the case may be, on the trading day immediately preceding the relevant date as reported on the principal exchange or quotation system over or through which the Common Shares or Preferred Shares, as the case may be, may be traded, or if not then traded over or through any exchange or quotation system, then the fair market value of the Common Shares or Preferred Shares, as the case may be, on the relevant date as determined in good faith by the Board.

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"Ownership Limit" shall mean 9.8% of the number of shares or value (whichever is more restrictive) of the outstanding Equity Shares.  The number and value of Equity Shares of the Corporation shall be determined by the Board in good faith, which determination shall be conclusive for all purposes hereof.

"Person" shall mean an individual, corporation, partnership, limited liability company, association, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity.

"Purported Beneficial Owner" shall mean, with respect to any Acquisition or Transfer, the Person who would Beneficially Own or Constructively Own Equity Shares but for the limitations set forth in Section 2(b)(i) of this Article applicable to such Acquisition or Transfer.  The Purported Beneficial Owner and the Purported Record Owner may be the same Person.

"Purported Record Owner" shall mean, with respect to any Acquisition or Transfer, the Person who would have been the record holder of the Equity Shares if such Acquisition or Transfer had not violated the provisions of Section 2(b)(i) of this Article.  The Purported Beneficial Owner and the Purported Record Owner may be the same Person.

“REIT” shall mean a real estate investment trust, qualifying as such under Sections 856 through 860 of the Code.

"Restriction Termination Date" shall mean the effective date, as specified in a resolution of the Board, that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that the restrictions and limitations on Beneficial Ownership, Constructive Ownership or Transfer of Equity Shares set forth in this Section 2 are no longer required in order for the Corporation to qualify as a REIT.  If no such effective date is specified in such resolution, the Restriction Termination Date shall be the date on which such resolution is adopted by the Board.

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"Transfer" shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition of, or any other event that would cause a Person to Acquire Equity Shares or the right to vote or receive dividends on Equity Shares, including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Equity Shares or the right to vote or receive dividends on Equity Shares, or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Equity Shares, in each case whether voluntary or involuntary, whether of record or Beneficially Owned or Constructively Owned, and whether by operation of law or otherwise.  A Transfer also includes any transfer of interests in other entities, any change in the capital structure of the Corporation and any change in the relationship between two or more Persons, that results in a change in Beneficial Ownership or Constructive Ownership of Equity Shares, whether by operation of law or otherwise.  The terms "Transfers" and "Transferred" shall have the correlative meanings.

"Trust" shall mean the trust created pursuant to Section 2(e)(i) of this Article.

"Trustee" shall mean the Person that is appointed by the Corporation pursuant to Section 2(e)(i) of this Article to serve as trustee of the Trust, and any successor thereto.

(b)           Ownership Limitation and Transfer Restrictions with Respect to Equity Shares.

(i)           Except as provided in Section 2(f) of this Article, following completion of the Private Offering and prior to the Restriction Termination Date:

(A)           no Person shall Beneficially Own or Constructively Own Equity Shares in excess of the Ownership Limit;

(B)           no Person shall Acquire or Transfer Equity Shares to the extent that such Acquisition or Transfer, if effective, would result in the outstanding Equity Shares being beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution); and

(C)           no Person shall Acquire or Beneficially Own or Constructively Own Equity Shares to the extent such Acquisition, Beneficial Ownership or Constructive Ownership, if effective, would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or would otherwise result in the Corporation

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failing to quality as a REIT (including without limitation Constructive Ownership that would result in the Corporation owning, actually or constructively, an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code, but not including beneficial ownership of Equity Shares by fewer than 100 Persons, which shall be governed by Section 2(b)(i)(B) above).

(ii)           If following completion of the Private Offering and prior to the Restriction Termination Date:

(A)           any Transfer or Acquisition (other than an event described in Section 2(b)(ii)(B) of this Article) (whether or not such Transfer or Acquisition is the result of a transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Equity Shares in violation of Sections 2(b)(i)(A) or 2(b)(i)(C) of this Article, then (1) that number of Equity Shares being Transferred or Acquired that otherwise would cause such Person to violate Sections 2(b)(i)(A) or 2(b)(i)(C) of this Article (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 2(e)(i) of this Article, effective as of the close of business on the Business Day prior to the date of such Transfer or Acquisition, and the Purported Beneficial Owner and Purported Record Owner of such Equity Shares shall acquire no rights in such Equity Shares, or (2) if the transfer to the Trust described in clause (1) of this sentence would not be effective for any reason to prevent such Person from Beneficially Owning or Constructively Owning Equity Shares in violation of Sections 2(b)(i)(A) or 2(b)(i)(C) of this Article, then the Acquisition or Transfer of that number of Equity Shares that otherwise would cause such Person to violate Sections 2(b)(i)(A) or 2(b)(i)(C) of this Article (rounded up to the nearest whole share) shall be void ab initio and the Purported Beneficial Owner and Purported Record Owner shall acquire no rights in such Equity Shares.  The transfer of Equity Shares to the Trust pursuant to clause (1) of the preceding sentence shall occur automatically and without further action of the Corporation, the Trustee or any other Person; or

(B)           any Transfer or Acquisition (whether or not such Transfer or Acquisition is the result of a transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system) occurs which, if effective, would result in any Person beneficially owning Equity Shares in violation of Section 2(b)(i)(B) of this Article, then such Transfer or Acquisition shall be void ab initio, and the Purported Beneficial Owner and the Purported Record Owner of the Equity Shares purportedly subject to such Acquisition or Transfer shall acquire no rights in such Equity Shares.

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(c)           The Corporation's Right to Redeem Shares.  Except with respect to Equity Shares whose transfer to a Trust has been effected in accordance with Section 2(b)(ii)(A) of this Article (which Equity Shares shall be subject to Section 2(e) of this Article following such transfer), the Corporation shall have the right, but not the obligation, to redeem any Equity Shares that are Acquired or Transferred, or are attempted to be Acquired or Transferred, in violation of Section 2(b) of this Article, at a price per share equal to the lesser of (i) the Market Price per share of the class of Equity Shares that created such violation or attempted violation on the date of such violation or attempted violation (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price per share of the class of Equity Shares to which such Equity Shares relate on the date the Corporation, or its designee, gives notice of such redemption.  The Corporation shall have the right to redeem any Equity Shares described in this Section 2(c) for a period of 90 days after the later of (i) the date of the Acquisition or Transfer or attempted Acquisition or Transfer and (ii) the date the Board determines in good faith that an Acquisition or Transfer or attempted Acquisition or Transfer has occurred, if the Corporation does not receive a notice of such Transfer pursuant to Section 2(d) of this Article.

(d)           Notice Requirements and General Authority of the Board of Directors to Implement REIT-Related Restrictions and Limitations.

(i)           Notice Requirements.  Following completion of the Private Offering and prior to the Restriction Termination Date:

(A)           Any Person who Acquires or Transfers, or attempts or intends to Acquire or Transfer, Equity Shares in violation of Section 2(b)(i) of this Article, and any Person who is a Purported Record Owner or a Purported Beneficial Owner of Equity Shares, shall immediately give written notice or, in the event of a proposed, intended or attempted Acquisition or Transfer or other event that would give rise to Beneficial Ownership or Constructive Ownership in violation of Section 2(b)(i) of this Article, give at least 15 days' prior written notice to the Corporation of such event, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Acquisition or Transfer on the Corporation's status as a REIT;

(B)           Every Beneficial Owner or Constructive Owner of Equity Shares and each Person (including the stockholder of record) who is holding Equity Shares for a Beneficial Owner or Constructive Owner shall, on demand, provide the Corporation in writing the information regarding their ownership of such Equity Shares that the Corporation may be required to obtain pursuant to regulations (as in effect from time to time) issued by the United States Department of the Treasury under the Code. Each Beneficial Owner or Constructive Owner of Equity Shares and each Person (including the stockholder of record) who is holding Equity Shares for a Beneficial Owner or

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Constructive Owner shall provide to the Corporation such additional information that the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership or Constructive Ownership on the Corporation's status as a REIT, including compliance with the Ownership Limit; and

(C)           Each Person who is a Beneficial Owner or Constructive Owner of Equity Shares and each Person (including the shareholder of record) who is holding Equity Shares for a Beneficial Owner or Constructive Owner shall, on demand, provide the Corporation in writing such information that the Corporation may request in order to determine the Corporation's status as a REIT, to comply with the requirements of any taxing authority or governmental agency, or to determine any such compliance.

(ii)           Board Authority to Prevent Violation of Section 2(b)(i)

If the Board or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 2(b)(i) of this Article or that a Person intends to Acquire, has attempted to Acquire or may Acquire Beneficial Ownership or Constructive Ownership of any Equity Shares in violation of Section 2(b)(i) of this Article (whether or not such violation is intended), the Board or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Acquisition, Transfer or other event, including, but not limited to, causing the Corporation to redeem Equity Shares, refusing to give effect to such Acquisition, Transfer or other event on the books of the Corporation, or instituting proceedings to enjoin such Acquisition, Transfer or other event; provided, however, that any Transfers or attempted Transfers (or, in the case of an event other than a Transfer, Beneficial Ownership or Constructive Ownership) in violation of Section 2(b)(i) of this Article shall automatically result in the transfer to the Trust described above where the conditions to such transfer have been satisfied, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above in Sections 2(b)(ii)(A) and 2(b)(ii)(B) irrespective of any action (or nonaction) by the Board or a committee thereof.

(iii)           If a certificate for Equity Shares is issued, each such certificate shall bear substantially the following legends:

"The Corporation is authorized to issue capital stock of more than one class, consisting of Common Shares and one or more classes of Preferred Shares.  The Board of Directors is authorized to determine the preferences, limitations and relative rights of any class of Preferred Shares before the issuance of any such Preferred Shares, or any class thereof.  The Corporation will furnish, without charge, to any shareholder making a written request therefor, a written statement of the designations, relative rights,

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preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption applicable to each class of shares.  Requests for such written statement may be directed to the Secretary of the Corporation at the principal office of the Corporation."

"The shares represented by this certificate are subject to restrictions on Beneficial Ownership, Constructive Ownership and Transfer for the purpose of the Corporation's maintenance of its status as a "real estate investment trust" (a "REIT") under the Internal Revenue Code of 1986, as amended, or any successor statute (the "Code").  Subject to certain further restrictions, and except as expressly provided in the Corporation's Charter, (i) no Person may Beneficially Own or Constructively Own shares of the Corporation's Common Shares or Preferred Shares in excess of 9.8% in value or number of shares (whichever is more restrictive) of the outstanding Common Shares or Preferred Shares, respectively, of the Corporation, (ii) no Person may Transfer or Acquire Equity Shares if such Transfer or Acquisition would result in the Corporation being owned by fewer than 100 Persons and (iii) no Person may Beneficially Own or Constructively Own Equity Shares that would result in the Corporation being "closely held" under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT.  Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially or Constructively Own Equity Shares which causes or will cause a Person to Beneficially Own or Constructively Own Equity Shares in violation of the above restrictions must immediately notify the Corporation.  If  some or all of the restrictions on transfer or ownership set forth in clauses (i) or (iii) are violated by a purported Transfer of the Equity Shares represented hereby, the Equity Shares represented hereby will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries.  In addition, the Corporation may redeem Equity Shares represented hereby if a purported Transfer violates the restrictions described above.  Furthermore, attempted Transfers in violation of the restrictions described above may be void ab initio.  A Person who attempts to Beneficially or Constructively Own Equity Shares in violation of the restrictions described above shall have no claim, cause of action or any recourse whatsoever against a transferor of such Equity Shares.  All capitalized terms in this legend have the meanings defined in the Charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished, without charge, to each holder of Equity Shares who directs a request to the Secretary of the Corporation at the principal office of the Corporation."

(iv)           Absent a decision to the contrary by the Board (which the Board may make in its sole and absolute discretion), the Equity Shares to be affected by the remedies set forth in Sections 2(b)(ii) and 2(c) shall be as follows: (1) if a Purported Beneficial Owner would

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have (but for the remedies set forth in Sections 2(b)(ii) or 2(c), as applicable) Beneficially Owned or Constructively Owned Equity Shares in violation of Section 2(b)(i) as a result of an Acquisition of Equity Shares by such Purported Beneficial Owner, such remedies (as applicable) shall apply first to the Equity Shares that, but for such remedies, would have caused such violation and would have been directly owned by such Purported Beneficial Owner, second to Equity Shares that, but for such remedies, would have caused such violation but which would not have been directly owned by such Purported Beneficial Owner, pro rata among the Persons who actually attempted to Acquire such Equity Shares based upon the relative value of what would have been the Purported Beneficial Owner's Beneficial Ownership or Constructive Ownership interest in the Equity Shares such Person attempted to acquire, third to other Equity Shares that are directly owned by such Purported Beneficial Owner, and fourth to other Equity Shares that are actually owned by such other Persons whose ownership of shares is attributed to the Purported Beneficial Owner, pro rata among such Persons based upon the relative value of the Purported Beneficial Owner's Beneficial Ownership or Constructive Ownership interest in the Equity Shares so owned; and (2) if a Purported Beneficial Owner would be in violation of Section 2(b)(i) as a result of an event other than an Acquisition of Equity Shares by such Purported Beneficial Owner, the remedies set forth in Sections 2(b)(ii) and 2(c) (as applicable) shall apply first to Equity Shares that are directly owned by such Purported Beneficial Owner and second to Equity Shares that are Beneficially or Constructively Owned (but not directly owned) by such Person, pro rata among the Persons who actually own such Equity Shares based upon the relative value of the Purported Beneficial Owner's Beneficial Ownership or Constructive Ownership interest in the Equity Shares so owned.

(v)           Subject to subparagraph f(iii) below, nothing contained in this Article shall limit the authority of the Board to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders by preserving the Corporation's status as a RETT.

(e)           Transfers of Equity Shares in Trust

(i)           Ownership in Trust.  Upon any purported Transfer or Acquisition described in Section 2(b)(ii) of this Article that causes Equity Shares to be transferred to a Trust, such Equity Shares shall be deemed to have been transferred to the Trustee in his or her capacity as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries.  Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or Acquisition that results in a transfer to the Trust pursuant to Section 2(b)(ii) of this Article.  The Trustee shall be appointed by the Corporation, and shall be a Person unaffiliated with the Corporation, any Purported Beneficial Owner or any Purported Record Owner.  Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 2(e)(vi) of this Article.  The Corporation shall notify the Trustee of a transfer of Equity Shares to the Trust as soon as practicable following discovery by the Corporation of such transfer.

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(ii)           Status of Equity Shares Held by the Trustee.  Equity Shares held by the Trustee shall be issued and outstanding shares of capital stock of the Corporation.  The Purported Beneficial Owner and Purported Record Owner shall have no rights in the Equity Shares held by the Trustee.  The Purported Beneficial Owner and Purported Record Owner shall not benefit economically from ownership of any Equity Shares held in trust by the Trust, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the Equity Shares held in the Trust.  The Purported Record Owner and the Purported Beneficial Owner shall surrender to the Trustee any and all certificates representing Equity Shares that have been transferred to the Trust, duly endorsed for transfer to the Trustee.

(iii)           Dividend and Voting Rights.  The Trustee shall have all voting rights and rights to dividends with respect to Equity Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary.  Any dividend or distribution with respect to such Equity Shares paid to a Purported Beneficial Owner or Purported Record Owner prior to the discovery by the Corporation that the Equity Shares have been transferred to the Trustee shall be deemed to be held by the recipient thereof as agent for the Trustee, and shall be paid to the Trustee upon demand, and any dividend or distribution declared after the date of transfer to the Trustee but unpaid shall be paid when due to the Trustee.  Any dividends or distributions so paid to the Trustee shall be held in trust for the Charitable Beneficiary.  The Purported Record Owner and Purported Beneficial Owner shall have no voting rights with respect to Equity Shares held in the Trust and, subject to Maryland law, effective as of the date the Equity Shares have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (1) to rescind as void any vote cast by a Purported Record Owner or Purported Beneficial Owner with respect to such Equity Shares prior to the discovery by the Corporation that the Equity Shares have been transferred to the Trustee and (2) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote.  Notwithstanding the provisions of this Article, until the Corporation has received notification that Equity Shares have been transferred into a Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

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(iv)           Sale of Shares by Trustee.  Within 20 days of receiving notice from the Corporation that Equity Shares have been transferred to the Trust, the Trustee of the Trust shall use best efforts to sell the Equity Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Equity Shares will not violate the ownership limitations set forth in Section 2(b)(i) of this Article.  Upon such sale, the interest of the Charitable Beneficiary in the Equity Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Owner and to the Charitable Beneficiary as provided in this Section 2(e)(iv).  The Purported Record Owner shall receive the lesser of (1) the price paid by the Purported Record Owner for the Equity Shares or, if the Purported Record Owner did not give value for the Equity Shares (through a gift, devise or other transaction), the Market Price of the Equity Shares on the day of the event causing the Equity Shares to be held in the Trust and (2) the price per share received by the Trustee from the sale or other disposition of the Equity Shares held in the Trust (net of any commissions and other expenses of sale).  Any net sales proceeds in excess of the amount payable to the Purported Record Owner shall be immediately paid to the Charitable Beneficiary, together with any dividends or other distributions thereon.  If, prior to the discovery by the Corporation that Equity Shares have been transferred to the Trustee, such Equity Shares are sold by a Purported Record Owner then (X) such Equity Shares shall be deemed to have been sold on behalf of the Trust, (Y) the proceeds of such sale shall be deemed to be held by such Purported Record Owner or Purported Beneficial Owner as a agent for the Trustee and (Z) to the extent that the Purported Record Owner received an amount for such Equity Shares that exceeds the amount that such Purported Record Owner was entitled to receive pursuant to this Section 2(e)(iv), such excess shall be paid to the Trustee upon demand.

(v)           Purchase Right in Stock Transferred to the Trustee.  Equity Shares transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (1) the price paid by the Purported Record Owner for the Equity Shares in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of such Equity Shares, the Market Price of such Equity Shares on the day of the event which resulted in the transfer of such Equity Shares to the Trust) and (2) the Market Price on the date the Corporation, or its designee, accepts such offer.  The Corporation shall have the right to accept such offer until the Trustee has sold the Equity Shares held in the Trust pursuant to Section 2(e)(iv) of this Article.  Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the Equity Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Owner (minus any dividend or distribution paid to the Purported Record Owner that the Purported Record Owner was obligated to pay to the Trustee but has not paid to the Trustee at the time of the distribution of the proceeds) and any dividends or other distributions held by the Trustee with respect to such Equity Shares, together with any amounts described in the preceding parenthetical of this sentence, to the Charitable Beneficiary.

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(vi)           Designation of Charitable Beneficiaries.  By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary(ies) of the interest in the Trust such that (1) the Equity Shares held in the Trust would not violate the restrictions set forth in Section 2(b)(i) of this Article in the hands of such Charitable Beneficiary and (2) each Charitable Beneficiary is an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.

(f)           Exemptions.

(i)           The Board, in its sole and absolute discretion, may exempt a Person from the limit set forth in Section 2(b)(i)(A) (but not from Sections 2(b)(i)(B) or (C)) of this Article, if the Board obtains such representations and undertakings from such Person and any other Person as the Board may deem appropriate; and such Person agrees in writing that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Section 2(b) of this Article) will result in the application of the remedies set forth in Sections 2(b)(ii) and 2(c) of this Article, to the extent necessary to prevent or cure such violation or action, to the Equity Shares Beneficially or Constructively Owned by such Person.

(ii)           Nothing in Section 2(f)(i) of this Article shall be deemed to require the Board to consider a request for exemption from the restrictions in Section 2(b)(i)(A) of this Article.  Prior to granting any exemption pursuant to Section 2(f)(i) of this Article, the Board may require a ruling from the Internal Revenue Service, an opinion of counsel, or both, in any case in form and substance satisfactory to the Board in its sole and absolute discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation's status as a REIT.  Notwithstanding the receipt of any ruling or opinion, the Board may impose such conditions or restrictions as it deems appropriate in connection with granting such exemption.  If a member of the Board requests that the Board grant an exemption pursuant to Section 2(f)(i) of this Article with respect to such member or to any other Person if such Board member would be considered to be the Beneficial or Constructive Owner of Equity Shares owned by such Person, such member of the Board shall not participate in the decision of the Board as to whether to grant such exemption.

(iii)           Nothing in this Article shall preclude the settlement of a transaction entered into through the facilities of any stock exchange on which Equity Shares are listed for trading.  The fact that the settlement of any transaction is permitted shall not negate the effect of any other provision of this Article, and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article.

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(iv)           Section 2(b)(i)(A) of this Article shall not apply to the Acquisition of Equity Shares or rights, options or warrants for, or securities convertible into, Equity Shares by an underwriter in a public offering, provided that such underwriter makes a timely distribution of such Equity Shares or rights, options or warrants for, or securities convertible into, Equity Shares.

(g)           Interpretation and Ambiguities.  In addition to the other powers set forth in this Article, the Board shall have the power to interpret and to construe the provisions of this Article, and in the case of an ambiguity in the application of any of the provisions of this Article, including any definition contained in Section 2(a), the Board shall have the power to determine the application of the provisions of this Article with respect to any situation based on the facts known to it, and any such interpretation, construction and determination shall be final and binding on all interested parties, including the stockholders.

(b)           Severability.  If any provision of this Article or any application of any such provision is determined to be void, invalid or unenforceable by any court having jurisdiction over the issue, the validity and enforceability of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

[Signature on following page.]

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EXECUTED at Boston, Massachusetts on the 13th day of December, 2006.

/s/ Kenneth A. Hoxsie

Kenneth A. Hoxsie

Sole Incorporator

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

FSP 303 EAST WACKER DRIVE CORP.

BY-LAWS

TABLE OF CONTENTS

		Page
ARTICLE I STOCKHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meetings	1
1.4	Notice of Meetings	1
1.5	Voting List	2
1.6	Quorum	2
1.7	Adjournments	2
1.8	Voting and Proxies	3
1.9	Action at Meeting	3
1.10	Conduct of Meetings.	3
1.11	Action without Meeting.	4
ARTICLE II DIRECTORS		5
2.1	General Powers	5
2.2	Number; Election and Qualification	5
2.3	Enlargement of the Board	6
2.4	Tenure	6
2.5	Vacancies	6
2.6	Resignation	6
2.7	Regular Meetings	6
2.8	Special Meetings	6
2.9	Notice of Special Meetings	6
2.10	Meetings by Conference Communications Equipment	7
2.11	Quorum	7
2.12	Action at Meeting	7
2.13	Action by Consent	7
2.14	Removal	7
2.15	Committees	7
2.16	Compensation of Directors	8
ARTICLE III OFFICERS		8
3.1	Titles	8
3.2	Election	8
3.3	Qualification	8
3.4	Tenure	8
3.5	Resignation and Removal	8
3.6	Vacancies	9
3.7	Chairman of the Board	9
3.8	President; Chief Executive Officer	9

3.9	Vice Presidents	9
3.10	Secretary and Assistant Secretaries	10
3.11	Treasurer and Assistant Treasurers	10
3.12	Salaries	11
ARTICLE IV CAPITAL STOCK		11
4.1	Issuance of Stock	11
4.2	Certificates of Stock	11
4.3	Transfers	12
4.4	Lost, Stolen or Destroyed Certificates	12
4.5	Record Date	12
ARTICLE V GENERAL PROVISIONS		13
5.1	Fiscal Year	13
5.2	Corporate Seal	13
5.3	Waiver of Notice	13
5.4	Voting of Securities	13
5.5	Evidence of Authority	13
5.6	Certificate of Incorporation	13
5.7	Transactions with Interested Parties	13
5.8	Severability	14
5.9	Pronouns	14
ARTICLE VI AMENDMENTS		14
6.1	By the Board of Directors	14
6.2	By the Stockholders	15

BY-LAWS

OF

FSP 303 EAST WACKER DRIVE CORP.

ARTICLE I

STOCKHOLDERS

1.1           Place of Meetings.  All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the corporation.  The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in a manner consistent with the Delaware General Corporation Law.

1.2           Annual Meeting.  Unless directors are elected by consent in lieu of an annual meeting, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors, the Chairman of the Board or the President (which date shall not be a legal holiday in the place where the meeting is to be held).  If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

1.3           Special Meetings.  Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board or the President, but such special meetings may not be called by any other person or persons.  Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

1.4           Notice of Meetings.  Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.  Without limiting the manner by which notice otherwise may be given to stockholders, any notice

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shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the Delaware General Corporation Law) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, if any, date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.  If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.  If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the Delaware General Corporation Law.

1.5           Voting List.  The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

1.6           Quorum.  Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business.  A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.7           Adjournments.  Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these By-laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as secretary of such meeting.  It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place,  if any, of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be

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deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1.8           Voting and Proxies.  Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation.  Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the corporation.  No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

1.9           Action at Meeting.  When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on such matter), except when a different vote is required by law, the Certificate of Incorporation or these By-Laws.  When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast on the election.

1.10           Conduct of Meetings.

(a)           Chairman of Meeting.  Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting.  The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b)           Rules, Regulations and Procedures. The Board of Directors of the corporation may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the corporation as it shall deem appropriate including, without limitation, such

3

guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting.  Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

1.11           Action without Meeting.

(a)           Taking of Action by Consent.  Any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted.  Except as otherwise provided by the Certificate of Incorporation, stockholders may act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

(b)           Electronic Transmission of Consents.  A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be

4

deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(c)           Notice of Taking of Corporate Action.  Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

ARTICLE II

DIRECTORS

2.1           General Powers.  The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-laws.  In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.2           Number; Election and Qualification.  The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution of the stockholders or the Board of Directors, but in no event shall be less than one.  The number of directors may be decreased at any time and from time to time either by the stockholders or by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors.  The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election.  Directors need not be stockholders of the corporation.

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2.3           Enlargement of the Board.  The number of directors may be increased at any time and from time to time by the stockholders or by a majority of the directors then in office.

2.4           Tenure.  Each director shall hold office until the next annual meeting and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5           Vacancies.  Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director.  A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.6           Resignation.  Any director may resign by delivering a resignation in writing or by electronic transmission to the corporation at its principal office or to the Chairman of the Board, the President or the Secretary.  Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

2.7           Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination.  A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.8           Special Meetings.  Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the President, two or more directors, or by one director in the event that there is only a single director in office.

2.9           Notice of Special Meetings.  Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting.  Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy or electronic mail, or delivering written notice by hand, to such director’s last known business, home or electronic mail address at least 48 hours in advance of the meeting, or (iii) by sending written notice, via first-class mail or reputable overnight courier, to such director’s last known business or home address at least 72 hours in advance of the meeting.  A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

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2.10           Meetings by Conference Communications Equipment.  Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.11           Quorum.  A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors.  In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number so fixed constitute a quorum.  In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.12           Action at Meeting.  At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these By-Laws.

2.13           Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents and electronic transmissions are filed with the minutes of proceedings of the Board or committee.

2.14           Removal.  Except as otherwise provided by the General Corporation Law of Delaware, any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series.

2.15           Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the

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corporation to be affixed to all papers which may require it.  Each  such committee shall keep minutes and make such reports as the Board of Directors may from time to time request.  Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors.

2.16           Compensation of Directors.  Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine.  No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

ARTICLE III

OFFICERS

3.1           Titles.  The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors may determine, including a Chairman of the Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries.  The Board of Directors may appoint such other officers as it may deem appropriate.

3.2           Election.  The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders.  Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

3.3           Qualification.  No officer need be a stockholder.  Any two or more offices may be held by the same person.

3.4           Tenure.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.

3.5           Resignation and Removal.  Any officer may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer or the Secretary.  Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

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Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.

3.6           Vacancies.  The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary.  Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

3.7           Chairman of the Board.  The Board of Directors may appoint from its members a Chairman of the Board.  If the Board of Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also designated as the corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.8 of these By-laws.  Unless otherwise provided by the Board of Directors, the Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders.

3.8           President; Chief Executive Officer.  Unless the Board of Directors has designated the Chairman of the Board or another person as the corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation.  The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board of Directors.  The President shall perform such other duties and shall have such other powers as the Board of Directors and the Chief Executive Officer (if the Chairman of the Board or another person is serving in such position) may from time to time prescribe.

3.9           Vice Presidents.  Any Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe.  In the event of the absence, inability or refusal to act of the Chief Executive Officer, the President (if the President is not the Chief Executive Officer), and then the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors), shall perform the duties of the Chief Executive Officer and when so performing shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.  The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

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3.10           Secretary and Assistant Secretaries.  The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe.  In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe.  In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary, (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

3.11           Treasurer and Assistant Treasurers.  The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chief Executive Officer.  In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.

The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe.  In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer, (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of  Directors) shall perform the duties and exercise the powers of the Treasurer.

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3.12           Salaries.  Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE IV

CAPITAL STOCK

4.1           Issuance of Stock.  Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any shares of the authorized capital stock of the corporation held in the corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

4.2           Certificates of Stock.  The shares of stock of the corporation shall be represented by certificates except to the extent that the Board of Directors provides by resolution or resolutions that any class or series of stock shall be uncertificated.  Any such certificate shall be in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by the holder in the corporation.  Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation.  Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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4.3           Transfers.  Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require.  Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

4.4           Lost, Stolen or Destroyed Certificates.  The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

4.5           Record Date.  The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action.  Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 10 days after the date of adoption of a record date for a consent without a meeting, nor more than 60 days prior to any other action to which such record date relates.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held.  If no record date is fixed, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is properly delivered to the corporation.  If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

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A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

GENERAL PROVISIONS

5.1           Fiscal Year.  Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation shall begin on the first day of January of each year and end on the last day of December in each year.

5.2           Corporate Seal.  The corporate seal shall be in such form as shall be approved by the Board of Directors.

5.3           Waiver of Notice.  Whenever notice is required to be given by law, by the Certificate of Incorporation or by these By-laws, a written waiver, signed by the person entitled to notice or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated in such waiver, or the attendance of such person at such meeting, shall be deemed equivalent to such notice.

5.4           Voting of Securities.  Except as the Board of Directors may otherwise designate, the President or the Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

5.5           Evidence of Authority.  A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.6           Certificate of Incorporation.  All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

5.7           Transactions with Interested Parties.  No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable

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solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors at which the contract or transaction is authorized or solely because any such director’s or officer’s votes are counted for such purpose, if:

(a)           The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b)           The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c)           The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

5.8           Severability.  Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

5.9           Pronouns.  All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE VI

AMENDMENTS

6.1           By the Board of Directors.  These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

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6.2           By the Stockholders.  These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting.

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EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO LEASE

THIS FOURTH AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 30 day of January, 2008 by and between FSP 303 EAST WACKER DRIVE LLC, a Delaware limited liability company (herein referred to as “Landlord”), and KPMG LLP, a Delaware limited liability partnership (herein referred to as “Tenant”).

R E C I T A L S:

WHEREAS, Landlord (as successor in interest to the original named landlord) and Tenant (as successor in interest to the original named tenant) are parties to that certain Office Lease dated August, 1997 (“Original Lease”), as amended by First Amendment dated December 4, 1997 (“First Amendment”) and by Second Amendment to Lease dated as of December 4, 1997 (“Second Amendment”) and by Third Amendment to Lease dated March 4, 2004 (“Third Amendment”) (said Original Lease, as amended by the First Amendment, the Second Amendment and the Third Amendment, as amended hereby, and as further amended from time to time, the “Lease”), which Lease covers space containing 228,688 square feet of Rentable Area located on the 13th, 14th, 15th, 16th, 17th, 18th, 19th and 22nd floors of the Building known as 303 East Wacker Drive, Chicago, Illinois for an initial stated term scheduled to expire on August 31, 2012;

WHEREAS, Landlord and Tenant desire to amend the Lease to add additional space on the 20th floor of the Building to the leased premises demised thereunder, and for other matters, all upon the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, Landlord and Tenant hereby agree as follows:

1.           Incorporation of Recitals and Exhibits. The foregoing recitals and all exhibits attached hereto are, by this reference, hereby incorporated as part of this Amendment.

2.           Defined Terms. All capitalized terms used herein and defined in the Lease shall have the same meanings as in the Lease unless otherwise defined herein. For purposes of the Lease, the term “Rent” shall specifically include the rental payments due with respect to the Original Premises and the Additional Premises as described in this Amendment. As used herein, the following terms shall have the respective meanings indicated below:

(a)           “Additional Premises” shall mean space on the 20th floor in the Building, containing 30,402 square feet of Rentable Area, comprising the entire such 20th floor, shown and identified on Exhibit A attached hereto and made a part hereof.

(b)           “Additional Premises Commencement Date” shall mean May 1, 2008.

(c)           “Original Premises” shall mean the Premises on the 13th, 14th, 15th, 16th, 17th, 18th, 19th and 22nd floors at the Building being leased under the Lease immediately prior to the date hereof, as described in the opening Recital paragraph above, containing 228,688 square feet of Rentable Area.

3.           Condition; Turnover Date; Tenant's Work.

(a)           Condition. Subject to Paragraphs 7 and 8 below regarding Landlord's obligation to fund the “Allowance” and the “Space Plan Allowance”, as therein described, and subject to Landlord's obligation to perform, or cause to be performed, within a reasonable time frame, the remediation or other compliance work (including, without limitation, any ADA compliance within the restrooms on the 20th floor and installation of any legally required strobes or speakers in the common elevator lobbies, washrooms and stairwells on the 20th floor), required on account of the Additional Premises not complying, in all material respects, as of the Turnover Date (as defined in Paragraph 3(b) below), with any applicable Laws (as defined in the Original Lease) in effect as of the Turnover Date, Tenant agrees to accept the Additional Premises in their “as is” condition effective as of the “Turnover Date” specified in Paragraph 3(b) below. Landlord agrees to (i) coordinate any such remediation or other compliance work, as described in the preceding sentence, with Tenant so that such remediation or other compliance work does not materially interfere with the performance of Tenant's Work (as hereinafter defined), and (ii) complete all such remediation or other compliance work, if any, prior to the Additional Premises Commencement Date (or thereafter, within a reasonable time frame, if Landlord was not otherwise given reasonably sufficient prior notification of such necessary work so as to be able to reasonably complete such work on or before the Additional Premises Commencement Date hereunder). No agreement of Landlord to alter, remodel, decorate, clean or improve the Additional Premises (or to provide Tenant with any credit or allowance for the same), and no representations regarding the condition of the Additional Premises, have been made by or on behalf of Landlord or relied upon by Tenant, except as expressly set forth in this Amendment or in the Lease, as modified hereby. Nothing in this Paragraph 3 shall be deemed to waive or otherwise negate any of Landlord's maintenance, repair or other covenants expressly set forth in the Lease.

(b)           Turnover Date. Landlord shall tender possession of the Additional Premises to Tenant within two (2) business days following the date of mutual execution and delivery of this Amendment by Landlord and Tenant. The date Landlord so tenders possession of the Additional Premises to Tenant is herein referred to as the “Turnover Date”. During the period from and after the Turnover Date and continuing through the day immediately preceding the Additional Premises Commencement Date, all of the terms and provisions of the Lease shall govern and control with respect to the Additional Premises, except that Tenant shall have no obligation to pay Monthly Base Rent or Rent Adjustments pertaining to the Additional Premises during any such period prior to the Additional Premises Commencement Date; and provided further, that Landlord shall not be obligated to perform any cleaning or other base-building services to the Additional Premises prior to the first to occur of (i) Tenant's completion of the Tenant's Work (as described below) therein and Tenant's request (herein, a “Service Request”) for Landlord to begin furnishing such services to the Additional Premises, and (ii) the Additional Premises Commencement Date. From and after the Additional Premises Commencement Date, all terms and provisions of the Lease shall be applicable to and shall control with respect to the Additional Premises and Tenant's occupancy thereof,

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including, without limitation, Tenant's obligation to pay all Monthly Base Rent and Rent Adjustments due and owing under the Lease with respect to the Additional Premises, and Landlord's obligation to furnish all cleaning and other base-building services to the Additional Premises, all as hereinafter provided and as expressly set forth in the Lease, as modified hereby. Notwithstanding anything contained in the Lease or this Amendment to the contrary (but without limitation of Tenant's obligation to pay all Monthly Base Rent and Rent Adjustments due and owing under the Lease with respect to the Additional Premises from and after the Additional Premises Commencement Date, subject to certain abatements thereof as expressly provided in this Amendment), Tenant shall not be required to pay any usage charges for HVAC to the Additional Premises or for freight elevator usage relative to the Tenant's Work during standard Building office hours; Tenant shall, however, be responsible for the cost of electrical usage at the Additional Premises, and for any trash removal and after-hours' freight elevator attendant and/or security fees incurred by Landlord relative to Tenant's performance of the Tenant's Work, Tenant's move-in to the Additional Premises and/or Tenant's occupancy of the Additional Premises at any time after the Turnover Date.

(c)           Tenant's Work.

(i)           Subject to the provisions of this Paragraph 3 and subject to the terms of Paragraphs 7 and 8 below regarding Landlord's disbursement of the “Allowance” and the “Space Plan Allowance” as therein provided, Tenant shall, at its sole cost and expense, perform such other work to or at the Additional Premises as may be necessary or desired by Tenant to improve the Additional Premises for occupancy, all subject to and in accordance with the provisions of the Lease, including, without limitation, the provisions of Article Nine of the Original Lease. All work referred to in this subparagraph which is constructed within a period of two (2) years after the Turnover Date is hereinafter referred to as “Tenant's Work” (it being understood that Tenant shall continue to have the right to perform work to or at the Additional Premises following such two year period, provided that such work shall not constitute “Tenant's Work” for purposes hereof, and shall instead be performed in accordance with all terms and requirements of the Lease governing Tenant alteration work, including the provisions of Article Nine of the Original Lease). Tenant, at Tenant's option, may retain Landlord as construction manager for all or any portion of such Tenant's Work, if Landlord agrees to perform such construction management services. In the event that Tenant elects to retain Landlord as construction manager and Landlord agrees to perform such construction management services, Tenant and Landlord shall enter into a mutually acceptable construction management agreement (with construction management fees payable to Landlord in the amount of 3% of the “hard” construction costs of the Tenant's Work). In the event Tenant does not elect to engage Landlord as construction manager, then Tenant shall have the right to retain its own general contractor and/or other contractors for construction of Tenant's Work, which general contractor and/or other contractors shall be subject to Landlord's approval (not to be unreasonably withheld), as provided in Article Nine of the Original Lease. Tenant shall, in any event, pay or reimburse Landlord for any out-of-pocket costs actually incurred by Landlord in

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connection with third-party consultant review of the structural and mechanical, electrical and plumbing aspects of the Tenant's Work and/or the plans and specifications therefor (i.e., structural or MEP engineering review), provided that Tenant does not employ Landlord's designated engineer in connection therewith. Tenant hereby acknowledges and agrees that, in connection with the Tenant's Work, Tenant and any and all contractors performing Tenant's Work shall comply, in all material respects, with Landlord's “Tenant Design and Construction Manual”, a copy of the current version of which having heretofore been made available to Tenant for review (it being understood that Landlord may hereafter revise and/or update said “Tenant Design and Construction Manual” from time to time [herein, in each instance, the “Revised and Finalized Construction Manual”] and Tenant shall comply with each such Revised and Finalized Construction Manual so long as any material changes from the version thereof heretofore made available to Tenant are reasonable and are uniformly imposed, in general, upon other tenants performing construction work at the Building). Tenant's Work shall be performed, in any event, only in accordance with the terms and conditions of the Lease, including the provisions of Article Nine of the Original Lease.

(ii)           Without limitation of the requirement of Article Nine of the Original Lease that plans and specifications shall be subject to Landlord's approval, prior to the commencement of Tenant's Work, Tenant shall submit to Landlord for Landlord's approval full and detailed architectural and engineering plans and specifications for any Tenant's Work. In the event Tenant elects to employ an engineer designated by Landlord in the preparation of any portion of the plans, or for the performance of any portion of any Tenant's Work, Tenant shall employ and be responsible for all fees of said engineer in preparing the plans or portion thereof and for any portion of Tenant's Work performed by said engineer. In the event Tenant has elected not to employ Landlord's designated engineer in the preparation of the plans, Landlord reserves the right to have the structural and mechanical, electrical and plumbing portions of the plans reviewed by Landlord's designated engineer, and Tenant shall pay or reimburse Landlord for any out-of-pocket expenses actually incurred by Landlord for such review. Landlord's approval shall be required of engineering plans and specifications, whether prepared by Landlord's designated engineer or another engineer. Tenant shall not permit noise from construction of any Tenant's Work to unreasonably or materially disturb other tenants in the Building. Tenant's Work which does so disturb other tenants shall be performed after regular working hours.

4. Additional Premises.

(a)           Effective as of the Additional Premises Commencement Date and for a lease term expiring concurrently with the end of the Term for the Original Premises:

(i)           the “Premises” under the Lease shall include the Additional Premises; and

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(ii)           the Rentable Area of the Premises shall be increased by the Rentable Area of the Additional Premises, thereby resulting in a total of 259,090 square feet of Rentable Area of the Premises (and “Tenant's Share” under the Lease shall be increased in accordance with the terms of Paragraph 6 hereof).

5. Monthly Base Rent.

(a)           Monthly Base Rent for the Original Premises shall continue to be payable in such amounts and in accordance with such provisions as are set forth in the Lease from and after the date hereof and through August 31, 2012 (i.e., being the expiration of the current stated Term of the Lease). The foregoing Monthly Base Rent shall be payable at such times and at such place and in accordance with such provisions as otherwise set forth in the Lease relative to the payment of “Monthly Base Rent” thereunder.

(b)           From and after the Additional Premises Commencement Date and through the expiration of the initial stated Term of the Lease, and subject to the rental abatement rights expressly provided in Paragraph 5(c) below, Monthly Base Rent for the Additional Premises shall be payable by Tenant in the following amounts and at the following annual rates per square foot of Rentable Area of the Additional Premises for the respective periods hereinafter described (and Section 1.1(8) of the Original Lease is hereby supplemented accordingly):

	Annual Base
	Rent for the
	Additional
	Premises		Monthly Base
	(Per Square	Annual Base Rent	Rent for the
	Foot of	for the Additional	Additional
Period	Rentable Area)	Premises	Premises
May 1, 2008 through August 31,	$13.74	$417,723.48	$34,810.29*
2008
September 1, 2008 through	$14.05	$427,148.10	$35,595.68
August 31, 2009
September 1, 2009 through	$14.37	$436,876.74	$36,406.40
August 31, 2010
September 1, 2010 through	$14.69	$446,605.38	$37,217.12
August 31, 2011
September 1, 2011 through	$15.02	$456,638.04	$38,053.17
August 31,2012

*Subject to certain abatements as described in Paragraph 5(c) below.

The foregoing Monthly Base Rent attributable to the Additional Premises shall be payable at such times and at such place and in accordance with such provisions as otherwise set forth in the Lease relative to the payment of Monthly Base Rent attributable to the Original Premises thereunder.

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(c)           Notwithstanding the terms of Paragraphs 5(a) and 5(b) above, it is agreed that Tenant shall be entitled to an abatement of Monthly Base Rent attributable to the Additional Premises for each of two (2) calendar months (each such month, an “Additional Premises Abatement Month”) commencing with May 1, 2008 and continuing through June 30, 2008. The foregoing abatement of Monthly Base Rent attributable to the Additional Premises shall not otherwise affect Tenant's obligation to pay all other amounts due and owing under the Lease during each such respective Additional Premises Abatement Month (including, without limitation, all Monthly Base Rent payable with respect to the Original Premises), nor shall it affect any other obligations of Tenant under the Lease, and provided further, that such abatement of Monthly Base Rent attributable to the Additional Premises shall not apply for any Additional Premises Abatement Month during which a monetary default occurs under the Lease, which monetary default is not thereafter cured within applicable notice and cure periods under the Lease.

(d)           The term “Monthly Base Rent”, as used in the Lease, shall mean all Monthly Base Rent payable thereunder from time to time, including without limitation the amounts payable from time to time relative to the Original Premises as described in Paragraph 5(a) above, and the amounts payable from time to time relative to the Additional Premises as described in Paragraph 5(b) above, subject, in any event, to the rental abatements expressly set forth in Paragraph 5(c) above.

6. Rent Adjustments.

(a)           It is acknowledged that, based on certain re-measurements at the Building which have been applied to the measurement of the Additional Premises hereunder (but which has not been applied to the measurement of the Original Premises), the “Rentable Area of the Building” shall be different as it relates to determining Rent Adjustments under the Lease relative to the Additional Premises as opposed to determining Rent Adjustments under the Lease relative to the Original Premises. Accordingly, for the calendar year in which the Additional Premises Commencement Date falls (the “Commencement Date Calendar Year”), and for all subsequent years falling in whole or in part during the term, Tenant's Share of Operating Expenses and Taxes (i.e., Rent Adjustments under the Lease) provided for in Article Four of the Original Lease shall be calculated separately for the Additional Premises, apart from the remainder of the Premises. Tenant's obligation to pay Rent Adjustments relative to the Additional Premises hereunder shall commence with the Additional Premises Commencement Date and shall thereafter continue for the balance of the Term of the Lease, subject, however, to certain abatements thereof as and to the extent described in Paragraph 6(c) below.

(b)           For purposes of calculating Rent Adjustments payable on account of the Additional Premises for the Commencement Date Calendar Year and for subsequent years, as provided in Paragraph 6(a) above, “Tenant's Share” shall be determined in accordance with the definition thereof set forth in Section 1.3(37) of the Original Lease, except that the numerator of the ratio described therein shall be 30,402 square feet of Rentable Area (i.e., being the Rentable Area of the Additional Premises as set forth in Paragraph 2 hereinabove), and the denominator of the ratio described therein shall be

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814,118 square feet of Rentable Area (i.e., being the stipulated Rentable Area of the Building that shall be used for purposes of determining Rent Adjustments relative to the Additional Premises under the Lease), resulting in a Tenant's Share attributable to the Additional Premises equal to 3.734%. For purposes of calculating Rent Adjustments payable on account of the Original Premises for the Commencement Date Calendar Year and for all subsequent calendar years (or portions thereof) within the Term of the Lease, as provided in Paragraph 6(a) above, “Tenant's Share” shall be determined in accordance with the definition thereof set forth in Section 1.3(37) of the Original Lease, except that the numerator of the ratio described therein shall be 228,688 square feet of Rentable Area (i.e., being the Rentable Area of the Original Premises as set forth in Paragraph 2 hereinabove), and the denominator of the ratio described therein shall be 770,130 square feet of Rentable Area (i.e., being the stipulated Rentable Area of the Building set forth in the Original Lease that shall continue to be used for purposes of determining Rent Adjustments relative to the Original Premises under the Lease), resulting in a Tenant's Share attributable to the Original Premises equal to 29.6947%.

(c)           Notwithstanding the terms of Paragraphs 6(a) and 6(b) above, it is agreed that Tenant shall be entitled to an abatement of Rent Adjustments attributable to the Additional Premises for each of the Additional Premises Abatement Months (as defined in Paragraph 5 above). The foregoing abatement of Rent Adjustments attributable to the Additional Premises shall not otherwise affect Tenant's obligation to pay all other amounts due and owing under the Lease during each such respective Additional Premises Abatement Month (including, without limitation, all Rent Adjustments due and payable with respect to the Original Premises), nor shall it affect any other obligations of Tenant under the Lease, and provided further, that such abatement of Rent Adjustments attributable to the Additional Premises shall not apply for any Additional Premises Abatement Month during which a monetary default occurs under the Lease, which monetary default is not thereafter cured within applicable notice and cure periods under the Lease.

(d)           All Rent Adjustments described in this Paragraph 6 shall be payable at such times, in such manner, and in accordance with such procedures (i.e., including payment of monthly estimates and annual reconciliations) as set forth in Article Four of the Original Lease relative to payment of Rent Adjustments thereunder.

7.           Allowance. Landlord shall make a contribution toward the cost of Tenant's Work (including, without limitation, the costs of construction, labor, materials, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings and other miscellaneous items including, without limitation, cabling, telephone and signage and construction management fees) and toward any other architectural and engineering fees in connection with such Tenant's Work (collectively, the “Allowance Permitted Costs”) in the amount of $1,130,042.34 (i.e., being $37.17 per square foot of Rentable Area of the Additional Premises) (the “Allowance”). The Allowance shall be disbursed pursuant to the terms and conditions hereinafter set forth:

(a)           If any portion of Tenant's Work is to be performed by or otherwise coordinated with Landlord, as construction manager, then Landlord shall disburse

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the Allowance for payment of amounts due from time to time in connection with the work. As to any of the Tenant's Work or other items not performed by or otherwise coordinated with Landlord, as construction manager, Landlord shall disburse the Allowance from time to time, within thirty (30) days following Tenant's request for payment therefor and certification that the Tenant's Work for which payment is requested has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be made (A) to Tenant (or, at Tenant's option, by check payable directly to Tenant's materialmen and contractors) within thirty (30) days after presentation by Tenant to Landlord of request for payment and appropriate and complete contractor's affidavits, owner's sworn statements, architect certifications and waivers of lien (which waivers of lien may be conditioned on payment of the amount to be disbursed, if such disbursement is being paid directly to the respective contractor) showing that the work covered thereby has been performed in the Additional Premises and (B) to Tenant (or, at Tenant's option, by check payable directly to Tenant's designated suppliers or other recipients) for such other items which are the basis of such request within thirty (30) days after Landlord receiving bills of such suppliers or other recipients and, to the extent their work is lienable, upon presentation of affidavits, sworn statements and waivers as described in (A) above. In no event shall Tenant be permitted to make more than one such request for disbursement of the Allowance per calendar month.

(b)           In the event that the cost of the Tenant's Work and such other items for which the Allowance may be applied should for any reason be greater than said Allowance provided by Landlord hereunder, Tenant shall be responsible for the payment of such excess cost. Tenant shall be solely responsible for timely payment of any costs associated with the Tenant's Work incurred by Tenant and not otherwise consisting of Allowance Permitted Costs. Further, in the event that the cost of the Tenant's Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant shall not be entitled to any unused portion of the Allowance.

(c)           Landlord has no obligation to disburse any portion of the Allowance so long as Tenant is in monetary default under the Lease (provided that if said monetary default is thereafter cured within applicable notice and cure periods under the Lease, then Landlord shall thereafter promptly pay said Allowance in accordance with this Paragraph 7). Disbursement of any portion of the Allowance shall not be deemed a waiver of Tenant's obligation to comply with such provisions. As to any work not performed by or coordinated with Landlord, Tenant shall be responsible for the appropriateness and completeness of the contractors' affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any of the foregoing.

8.           Space Plan Allowance. Landlord hereby agrees to make the following contribution (the “Space Plan Allowance”) pursuant to the following terms and conditions:

(a)           A contribution toward the fees and costs due and owing from Tenant to its space planner in connection with the preparation of the initial space plans for Tenant's Work in the amount not to exceed $3,040.20 (i.e., being $.10 per square foot of Rentable

8

Area of the Additional Premises) and a contribution toward the fees and costs due and owing from Tenant to its space planer in connection with the preparation of up to two (2) revisions to such initial space plans in the amount not to exceed $1,520.00 (i.e., being $.05 per square foot of Rentable Area of the Additional Premises) for each such revision (i.e., for a maximum of $3,040.00 relative to such initial space plan revisions).

Within fifteen (15) days following submission by Tenant to Landlord of a payment request with respect to the Space Plan Allowance, which request shall include a copy of the invoice(s) showing amounts due and owing to Tenant's space planner in connection with said space plans, and, if requested by Landlord, a lien waiver from said space planner showing that all amounts so due and owing in connection with the preparation of the space plans have been fully paid, Landlord shall disburse the Space Plan Allowance to Tenant or, at Tenant's direction, directly to the aforedescribed space planner. Landlord has no obligation to disburse any portion of the Space Plan Allowance during any period when Tenant is in monetary default under the Lease (provided that if Tenant cures any such default within applicable notice or cure periods, then Tenant shall again be entitled to disbursement of the Space Plan Allowance in accordance with the other terms and conditions set forth herein). Disbursement of any portion of the Space Plan Allowance shall not be deemed a waiver of Tenant's obligation to comply with such provisions. In the event that the fees and costs payable by Tenant to its space planner in connection with preparation of the foregoing space plans is, for any reason, less than the full amount of the Space Plan Allowance, then Tenant shall not be entitled to receive any such difference. In the event that the foregoing fees and costs are greater than the Space Plan Allowance, Tenant shall be fully responsible for the payment of all such excess costs and fees.

9.           Brokers. Landlord and Tenant each represents and warrants to the other that such party making the representation and warranty has not dealt with any broker or brokers or finders in connection with the transactions contemplated hereby other than CB Richard Ellis, Inc. and Hines Interests Limited Partnership (the “Brokers”) (whose commissions shall be payable by Landlord pursuant to its separate written commissions agreements with said Brokers). Landlord and Tenant each agrees to indemnify, defend and hold harmless the other from and against any and all loss, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising from any claims or demands of any other broker or brokers or finders (i.e.,other than Brokers) with whom the indemnifying party dealt for any commission alleged to be due such other broker, brokers or finders in connection with this Amendment.

10.           Inapplicable Provisions. It is hereby agreed that Landlord has heretofore satisfactorily completed the “Landlord Work” and fully disbursed the “Improvement Allowance” under the Original Lease, and it is hereby agreed that Landlord has no further obligations and Tenant has no further claims with respect thereto. Further, it is hereby agreed that (a) Section 7 of the Rider to the Original Lease (entitled “Expansion Options”), as heretofore amended by Paragraph 6 of the First Amendment and by Paragraph 2 of the Third Amendment, and (b) Sections 9 and 10 of the Rider to the Original Lease (entitled Reduction Options” and Termination Option”, respectively) each no longer applies, and each such Section is hereby deleted in its entirety, and shall hereafter be deemed null and void, except, however, with respect to “Option 2” for one-third (1/3) of the 12th floor as set forth in the Third Amendment, which Option 2 shall continue in full force and effect in accordance with the terms of the Lease with respect thereto.

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11.           Notices. Landlord's notice address as described in Article Twenty-Four of the Original Lease (as modified by Paragraph 5 of the Third Amendment) is hereby deleted and the following is substituted therefor:

Notices to Landlord
shall be addressed:	FSP 303 East Wacker Drive LLC
	c/o Hines
	303 East Wacker Drive
	Chicago, Illinois 60601
	Attention: Property Manager
with an additional copy to:	FSP Property Management LLC
	401 Edgewater Place-Suite 200
	Wakefield, Massachusetts 01880
	Attention: John F. Donahue

12.           Tenant Certification. Tenant hereby certifies to Landlord as of the date of this Amendment that, to the best of Tenant's knowledge, Tenant (i) is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and (ii) is not engaged in the transaction evidenced by the Lease, directly or indirectly on behalf of, or instigating or facilitating the transaction evidenced by the Lease, directly or indirectly on behalf of, any such person, group, entity, or nation. TENANT HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LANDLORD, LANDLORD'S MEMBERS, OFFICERS, EMPLOYEES AND AGENTS, LANDLORD'S MANAGING AGENT, ANY OFFICER, DIRECTOR, STOCKHOLDER, PARTNER, MEMBER, TRUSTEE, BENEFICIARY, EMPLOYEE, AGENT OR CONTRACTOR OF LANDLORD'S MANAGING AGENT, AND ANY MORTGAGEE OF THE BUILDING, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, RISKS, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEY'S FEES AND COSTS) ARISING FROM OR RELATED TO ANY BREACH OF THE CERTIFICATION MADE BY TENANT AS SET FORTH ABOVE IN THIS PARAGRAPH 12. THE TERMS AND CONDITIONS CONTAINED IN THIS PARAGRAPH 12 SHALL BE EXPRESSLY BINDING UPON AND SHALL EXPRESSLY INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 12 TO THE CONTRARY, LANDLORD ACKNOWLEDGES AND AGREES THAT (I) TENANT MAKES NO REPRESENTATION OR WARRANTY UNDER THIS PARAGRAPH 12 WITH RESPECT TO ANY INDIVIDUAL SHAREHOLDERS OR OTHER INDIVIDUAL OWNERS WHO OWN ANY DIRECT OR INDIRECT INTERESTS IN TENANT, AND (II) TENANT MAKES NO INDEMNIFICATION UNDER THIS PARAGRAPH 12 WITH RESPECT TO ANY SUCH INDIVIDUAL SHAREHOLDERS OR OWNERS WHO OWN ANY DIRECT OR INDIRECT INTERESTS IN TENANT.

13.           Landlord Certification. Landlord hereby certifies to Tenant as of the date of this Amendment that, to the best of Landlord's knowledge, Landlord (i) is not acting, directly or

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indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and (ii) is not engaged in the transaction evidenced by the Lease, directly or indirectly on behalf of, or instigating or facilitating the transaction evidenced by the Lease, directly or indirectly on behalf of, any such person, group, entity, or nation. LANDLORD HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS TENANT AND TENANT'S PARTNERS, OFFICERS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, RISKS, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEY'S FEES AND COSTS) ARISING FROM OR RELATED TO ANY BREACH OF THE CERTIFICATION MADE BY LANDLORD AS SET FORTH ABOVE IN THIS PARAGRAPH 13. THE TERMS AND CONDITIONS CONTAINED IN THIS PARAGRAPH 13 SHALL BE EXPRESSLY BINDING UPON AND SHALL EXPRESSLY INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 13 TO THE CONTRARY, TENANT ACKNOWLEDGES AND AGREES THAT (I) LANDLORD MAKES NO REPRESENTATION OR WARRANTY UNDER THIS PARAGRAPH 13 WITH RESPECT TO ANY INDIVIDUAL SHAREHOLDERS OR OTHER INDIVIDUAL OWNERS WHO OWN ANY DIRECT OR INDIRECT INTERESTS IN LANDLORD, AND (II) LANDLORD MAKES NO INDEMNIFICATION UNDER THIS PARAGRAPH 13 WITH RESPECT TO ANY SUCH INDIVIDUAL SHAREHOLDERS OR OWNERS WHO OWN ANY DIRECT OR INDIRECT INTERESTS IN LANDLORD.

14.           Use of 20th Floor Core Space. Tenant shall have the right to use, for storage purposes only, a certain area located in the core area on the 20th floor as outlined on Exhibit B hereto (the “20th Floor Core Space”), all upon the terms and conditions of this Paragraph 14. It is acknowledged that the 20th Floor Core Space is located in an area external to the Additional Premises, and that Tenant's rights to use such space shall be as a license only, and shall be subject to termination by Landlord as provided below in this Paragraph 14. Except as provided in this Paragraph 14, Tenant's rights and obligations pertaining to the 20th Floor Core Space (including, without limitation, all maintenance, repair, insurance, indemnification and other obligations under the Lease) shall be the same as applicable to the Additional Premises, except that Tenant shall have no obligation to pay any Rent relative to such 20th Floor Core Space, nor shall Landlord have any obligation to furnish any cleaning or other base building services thereto. Tenant shall have the right to utilize the 20th Floor Core Space solely for storage of materials and other items, provided that such right to use the 20th Floor Core Space for storage shall be solely at Tenant's risk as to any materials or other items stored therein, and shall not impose any obligation upon Landlord to provide any finishes or other installations or improvements therein, or to give any allowance or concessions to Tenant relative thereto, and Landlord's sole obligation with respect to such 20th Floor Core Space shall consist of delivery of such space to Tenant in its as-is condition on the Turnover Date hereunder. Tenant shall have the right to install walls or other installations or alterations (the “20th Floor Core Space Alterations”) at the 20th Floor Core Space in order to allow the 20th Floor Core Space to be better separated from other surrounding space, and thereby more secure for storage of items therein, all so long as such 20th Floor Core Space Alterations will not, in Landlord's reasonably exercised judgment, adversely affect, in any manner, Landlord's mechanical design/installations

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in the surrounding areas or elsewhere at the Building nor otherwise adversely affect, in any manner, usage of, or access to, the surrounding areas for Landlord's installation, maintenance, repair or operation of the Building's core or any other mechanical systems or equipment, nor otherwise adversely affect, in any manner, any other Building systems or operations. All such 20th Floor Core Space Alterations shall be subject to Landlord's prior approval thereof, including Landlord's prior approval of plans and specifications therefor. Any 20th Floor Core Space Alterations shall be performed at Tenant's sole cost and expense in accordance with the provisions of Paragraph 3(c) above (if part of the Tenant Work) and Article Nine of the Original Lease (provided, however, that Tenant shall not be entitled to any Allowance or Space Plan Allowance proceeds relative to the 20th Floor Core Space). It is expressly understood and agreed that Landlord shall not use the 20th floor as an elevator transfer floor without Tenant's prior written approval (which approval may be given or withheld in Tenant's sole and absolute discretion). Landlord shall have the right, at any time, to terminate all of Tenant's license rights to use the 20th Floor Core Space under this Paragraph 14, if Tenant so approves, in writing, the use of the 20th floor as a transfer floor (which approval may be given or withheld in Tenant's sole and absolute discretion), and that Landlord thereby needs all or any portion of such 20th Floor Core Space for installation of additional elevator lobby/openings or other base building installations in connection therewith. Landlord's right to terminate Tenant's license rights relative to the 20th Floor Core Space, as provided in the preceding sentence, shall be exercised by Landlord giving written notice thereof to Tenant at any time during the term of the Lease, whereupon Tenant's rights to such 20th Floor Core Space (and Tenant's ongoing obligations under this Paragraph 14 relative to such 20th Floor Core Space) shall terminate effective on the 45th day following Landlord's delivery to Tenant of such termination notice. On or before the expiration or earlier termination of the term of the Lease (or on or before any earlier termination of Tenant's license rights relative to the 20th Floor Core Space as set forth in the preceding sentence), Tenant shall remove any and all 20th Floor Core Space Alterations and all items otherwise being stored by Tenant at the 20th Floor Core Space, and Tenant shall repair any damage caused to the Building as a result thereof, and shall restore the 20th Floor Core Space to its condition existing as of the Turnover Date (ordinary wear and tear excepted), all at Tenant's cost and expense (and with all such restoration and repair work otherwise being performed in accordance with the term of Article Nine of the Original Lease).

15.           Entire Agreement. The entire agreement of the parties with respect to the subject matter hereof is set forth in this Amendment, and in the Lease as amended hereby. No prior agreement or understanding with respect to the Lease or this Amendment shall be valid or of any force or effect.

16.           Offer to Lease. Submission of this Amendment for examination shall not constitute a reservation or option for the Additional Premises, or in any manner bind Landlord or Tenant, unless and until this Amendment is signed and delivered by both Landlord and Tenant; provided, however, that the execution and delivery of this Amendment by Tenant shall be deemed an offer to lease the Additional Premises and to enter into the other transactions contemplated hereby, which offer may not be revoked by Tenant for a period of ten (10) business days after delivery of such executed Amendment to Landlord (and then, only if Landlord has not theretofore executed and delivered a fully executed Amendment to Tenant).

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17.           Counterparts. This Amendment may be executed in multiple counterparts which, when taken together, shall constitute one and the same instrument.

18.           Representation Re: Mortgages. Landlord hereby represents and warrants to Tenant, as of the date hereof, that no mortgage, deed of trust or similar encumbrance securing any outstanding indebtedness exists which in any such case encumbers Landlord's fee interest in the Building as of the date of this Amendment.

19.           Parking. It is hereby acknowledged and agreed that, as a result of Tenant's leasing of the Additional Premises hereunder, Tenant shall be entitled to fifteen (15) additional Parking Privileges under Section 8 of the Rider attached to the Original Lease (i.e., being one such Parking Privilege per each 2,000 rentable square foot increment of the Additional Premises), upon occupancy of the Additional Premises, for the use of Tenant's employees and/or business invitees, all subject to the terms of said Section 8 relative to Tenant's Parking Privileges at the Building. Without limitation of the foregoing, it is understood and agreed that if Tenant fails to initially contract for or thereafter voluntarily reduces the number of its additional Parking Privileges being made available under this Paragraph 19, Tenant shall retain the right to contract for the maximum number of such additional spaces to which Tenant is entitled under this Paragraph 19 from time to time, on a first-come, first-served basis, all as otherwise provided in said Section 8 of the Rider to the Original Lease.

20.           Lease in Full Force and Effect. Except as amended hereby, all the terms and provisions of the Lease shall remain in full force and effect and are hereby ratified and confirmed. Without limitation of the foregoing, the terms of Section 26.8 of the Original Lease and of Section 17 of the Rider to the Original Lease shall apply to this Amendment and to the Lease, as modified hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment is executed by the parties as of the day and year first set forth above.

LANDLORD:		TENANT:
FSP 303 EAST WACKER DRIVE LLC, a		KPMG LLP, a Delaware limited
Delaware limited liability company		liability partnership
By:	FSP Property Management LLC., a	By: /s/ Christopher P. Gallo
	Massachusetts limited liability company, its asset manager	Name:  CHRISTOPHER P. GALLO Its:       PRINCIPAL IN CHARGE REAL ESTATE SERVICES
	By: /s/ John F. Donahue
	Name: John F. Donahue
	Its: Vice President

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EXHIBIT A

ADDITIONAL PREMISES

A-1

EXHIBIT B

20TH FLOOR CORE SPACE

A-2

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE ("Amendment") is made and entered into this 4th day of March, 2004, by and between 303 WACKER REALTY L.L.C., a Delaware limited liability company (hereinafter referred to as "Landlord"), and KPMG LLP, a Delaware limited liability partnership (hereinafter referred to as "Tenant").

R E C I T A L S:

A.           Landlord (as successor in interest to Metropolitan Life Insurance Company) and Tenant (as successor in interest to KPMG Peat Marwick LLP) are parties to that certain Office Lease dated August, 1997 ("Original Lease"), as amended by First Amendment dated as of December 4, 1997 (the "First Amendment") and by Second Amendment to Lease dated as of December 4, 1997 (the "Second Amendment") (such Original Lease, as so amended by the First Amendment and Second Amendment, as amended hereby and as amended from time to time, being collectively referred to herein as the "Lease"), demising premises (the "Premises") in the Building commonly known as 303 East Wacker Drive, Chicago, Illinois; and

B.           Landlord and Tenant desire to amend the Lease to, among other things, modify certain fixed expansion rights thereunder, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE. in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend the Lease in the following respects only and hereby agree as follows:

1.           Defined Terms. All capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Lease.

2.           Expansion Options. Section 7 of the Rider (said Rider, as amended from time to time, being referred to herein as the "Rider") to the Original Lease (entitled "Expansion Options"), as heretofore amended by Paragraph 6 of the First Amendment, is hereby further amended as follows:

(a)           Option No. 1C and Option No. 2, as set forth in Section 7(a) of said Rider, is hereby deleted, and the following is hereby substituted therefor:

Option No.	Location	Size of Option Space	Exercise Date	Delivery Date	Lease Exhibit
1C	12th floor	1. One-third (1/3) of floor	1/1/2005	1/1/2006-	F, G
	or			6/30/2007
	20th floor
		2. One-third (1/3) of floor	4/1/2006	4/1/2007-	F, G
				12/31/2008
		3. One-third (1/3) of floor	1/1/2008	1/1/2009-	F, G
				6/30/2010
2	12th floor	One-third (1/3) of floor	1/1/2011	1/1/2012-	F, G
	or			6/30/2013
	20th floor			(provided that Tenant has exercised the First Renewal Option)

(b)           It is acknowledged that the exact size, location and timing of delivery of each Expansion Space shall be determined by Landlord in its sole discretion so long as the Expansion Space meets the parameters described in Section 7(a) of the Rider, all as otherwise provided in said Section 7 of the Rider. It is further agreed that, as used in said Section 7 of the Rider, the requisite size of the Expansion Space under Options Nos. 1C and 2 (i.e., being stated above as "One-third (1/3) of floor") may vary by plus or minus 10%, at Landlord's option, to accommodate configuration flexibility.

(c)           As additional clarification to the terms of subparagraph (h) of Section 11 of the Rider, the parties agree that if Tenant, pursuant to Section 11 of the Rider, exercises its right to lease any Refusal Space on the 12th or 20th floors of the Building (herein, the "Expansion Refusal Space") at any time after the Effective Date hereof and prior to the latest required Exercise Date for any fixed expansion option under Section 7 of the Rider (as such latest required dates are set forth in Paragraph 2(a) above under the column heading "Exercise Date"), then, at Landlord's election, Landlord may deduct up to the entire such Rentable Area of any such Expansion Refusal Space so leased by Tenant under Section 11 of the Rider from the required size of the Expansion Space for the next succeeding fixed expansion option(s) under Section 7 of the Rider. To illustrate the foregoing, if Tenant exercises its "ROFR" under Section 11 of the Rider with respect to one-sixth (1/6th) of floor 12 following the Effective Date hereof and prior to January 1, 2005 (i.e., being the latest required Exercise Date for the first expansion option under Option No. 1C), then Landlord shall have the right to deduct an amount up to the Rentable Area of 1/6th of the 12th floor from the requisite size of the Expansion Space required under the first expansion option under Option No. 1C. As further illustration of the foregoing, if Tenant exercises its "ROFR" under Section 11 of the Rider with respect to one-half (1/2) of floor 20 at any time following January 1, 2005 and prior to April 1, 2006 (i.e., being the latest required Exercise Date for the second expansion option under

2

Option No. 1C), then Landlord shall have the right to deduct an amount up to the Rentable Area of 1/3rd of the 20th floor from the requisite size of the Expansion Space under the second expansion option under Option No. 1C, and up to an amount equal to the Rentable Area of 1/6th of the Rentable Area of the 20th floor from the requisite size of the Expansion Space under the third expansion option under Option No. 1C.

3.           Real Estate Brokers. Landlord and Tenant each represent and warrant to the other that such party making the representation has not dealt with any broker in connection with this Amendment.  Landlord and Tenant each agree to indemnify and hold the other harmless from all loss, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising from any other claims or demands of any broker or brokers or finders with whom the indemnifying party dealt for any commission alleged to be due such broker, brokers or finders in connection with this Amendment.

4.           Present Status. Tenant certifies to Landlord that as of the execution and delivery of this Amendment by both Tenant and Landlord, Landlord is not in default under the Lease by reason of failure to perform any obligations thereunder. Such certificate is given to the actual knowledge of Tenant.

5.           Notice. Landlord's notice address as described in Article Twenty-Four of the Original Lease is hereby deleted and the following is substituted therefor:

Notices to Landlord shall be addressed to:

303 Wacker Realty L.L.C.

c/o Hines

303 East Wacker Drive

Chicago, Illinois 60601

Attention: Property Manager

with an additional copy to:

Hines Interests Limited Partnership

70 West Madison Street

Suite 440

Chicago, Illinois 60602

Attention: Thomas J. Danilek

3

and to:

303 Wacker Realty L.L.C.

c/o J.P. Morgan Fleming Asset Management Inc.

522 Fifth Avenue

New York, New York 10036

Attention:   Mark Bonapace

6.           Entire Agreement.  The entire agreement of the parties with respect to the subject matter hereof is set forth in this Amendment and in the Lease as amended hereby. No prior agreement or understanding with respect to the Lease and this Amendment shall be valid or of any force or effect.

7.           Offer.  This Amendment shall not become effective until executed and delivered by both Landlord and Tenant.

8.           Counterparts.  This Amendment may be executed in multiple counterparts which, when taken together, shall constitute one and the same instrument.

9.           Lease in Full Force and Effect.  Except as amended hereby, all the terms and provisions of the Lease shall remain in full force and effect, and are hereby ratified and confirmed. Without limitation of the foregoing, Section 26.8 of the Original Lease shall apply to this Amendment and to the Lease, as amended hereby.

[Signature Page to Follow]

4

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the day and year first above written.

TENANT:	LANDLORD:
KPMG LLP, a Delaware limited liability	303 WACKER REALTY L.L.C., a Delaware limited
partnership	liability company
	By:	Hines Three Illinois Center Associates Limited
By:  /s/ Kenneth J. Boland		Partnership,
Name:  Kenneth J. Boland		its managing member
Title:     Partner
National Director Real Estate Services		By:	Hines Three Illinois Center L.L.C., a general partner
			By:	Hines Interests Limited Partnership, a member
				By:	Hines Holdings, Inc., its general partner
					By: /s/ Thomas J. Danilek
					Name: Thomas J. Danilek
					Title: Senior Vice President

5

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made as of the 4th day of December, 1997 by and between METROPOLICTAN LIFE INSURANCE COMPANY, a New York corporation ("Landlord") and KPMG PEAT MARWICK, LLP, a Deleware limited liability partnership ("Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain lease dated as of August ____, 1997; as amended by that certain First Amendment dated as of November 21, 1997 (collectively, the "Lease"); and

WHEREAS, Landlord and Tenant desire to amend the Lease as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual benefits to be derived, the parties hereby agree to amend the Lease and the Lease is hereby amended as follows:

1.           Additional Premises. The Additional Premises shall consist of 2,320 rentable square feet located on the 3rd floor of the building as further set forth on Exhibit A attached hereto and made a part hereof.

2.           Term. The Term for the Lease with respect to the Additional Premises shall commence as of December 15, 1997 (the "Commencement Date") and shall terminate six (6) months, fifteen (15) days thereafter on June 30, 1998 unless sooner terminated as provided for in the terms of the Lease (such period of time between December 15, 1997 and June 30, 1998 being hereinafter known as the "Additional Premises Term")

3.           Rent. As Rent under the Lease for the Additional Premises, Tenant shall pay Landlord the sum of $3,673.33 per month which amount includes a charge of $1.00 per square foot per year for electrical usage.

4.           Tenant Improvements. The Premises shall be delivered in an AS IS condition, free from any and all Hazardous material, and Landlord has no obligation to make any improvement to the Premises. Notwithstanding anything to the contrary contained in the Lease, Tenant shall be responsible for the work and the costs necessary to construct a demising partition wall on the south side of the Additional Premises and Tenant shall, at its sole cost and expense, remove said demising partition wall within thirty (30) days after vacating the Additional Premises. Tenant shall be required to enter the Additional Premises through vacant space, not through the Expansion Space.

5.           Leasing Commission. Tenant represents that, except for Cushman & Wakefield State Street, Inc., Tenant has no dealt with any real estate broker, sales person, or finder in connection with this Amendment, and no such person initiated or participated in the negotiation of this Amendment, or showed the Additional Premises to Tenant. Tenant hereby agrees to indemnify, protect, defend and hold Landlord and the Indemnitees, harmless from and against any and all liabilities and claims for commissions and fees arising out of a breach of the foregoing representation. Landlord shall be responsible for the payment of all commissions to the broker(s), if any, specified in this Section 5.

6.           Exculpation. Tenant agrees, on its behalf and on behalf of its successors and assigns, that any liability of Landlord with respect to this Amendment shall never exceed the amount of $3,000,000 and Tenant shall not be entitled to any judgment in excess of such amount.

7.           Survival of Lease Terms. All terms and conditions of the Lease, which do not in any way conflict with the terms and conditions of this Amendment, shall remain in full force and effect during the term of the Lease. Further, all defined terms shall have the same meaning as the Lease, except as changed or modified herein.

2

IN WITNESS WHEREOF, the Landlord and Tenant have executed this Amendment to Lease by their duly authorized representatives as of the date and year first above written.

Landlord:

METROPOLITAN LIFE INSURANCE COMPANY

a New York corporation

By:       /s/ [Signature Illegible] 

Its: Vice President  

Date: 12/15/97  

Tenant:

KPMG Peat Marwick LLP,

a Delaware limited liability partnership

By:       /s/ Joseph E. Heintz   

Its: JOSEPH E. HEINTZ  

Date: CHIEF FINANCIAL OFFICER

3

FIRST AMENDMENT

THIS FIRST AMENDMENT is made as of the 4th day of December, 1997, between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Landlord"), and KPMG Peat Marwick LLP, a Delaware limited liability partnership ("Tenant").

W I T N E S S E T H :

WHEREAS, Landlord and Tenant entered into a Lease dated as of August __, 1997 ("Lease"), pursuant to which Tenant leased 200,502 square feet on the 13th, 14th, 15th, 16th, 17th, 18th and 19th floors of the building located at 303 East Wacker Drive, Chicago, Illinois ("Building"); and

WHEREAS, Landlord and Tenant desire to enter into this First Amendment (hereinafter referred to as "Amendment") for the purpose of expanding the Premises.

NOW, THEREFORE, for a good and valuable consideration, the receipt and sufficiency being hereby acknowledged, Landlord and Tenant agree as follows:

1.           Addition of Space. Commencing four (4) months after Landlord's delivery of possession of the Expansion Space (as hereinafter defined) to Tenant (the "Expansion Date"):

(a)           The space consisting of approximately 28,186 rentable square feet on the 22nd floor as shown on Exhibit J which is attached to the Lease ("Expansion Space") shall be added to and become part of the Initial Premises, subject to all of the terms and conditions of the Lease currently in effect, except as expressly modified herein.

(b)           The number "200,502" in Section 1.1(10) of the Lease is hereby deleted and the number "228,688" is substituted therefor.

(c)           The percentage "26.0348%" in Section 1.1(13) of the Lease is hereby deleted and the percentage "29.6947%" is substituted therefor.

2.           Term. The Expiration Date of the Lease with respect to the Expansion Space shall be August 31, 2012 (i.e., coterminous with the remainder of the Premises).

3.           Base Rent; Rent Adjustments. Commencing on the Expansion Date, Monthly Base Rent shall be due and owing from Tenant for the Expansion Space at the applicable rates per square foot set forth in Section 1.1(8) and shall be payable as set forth in Article 3 of the Lease. In addition, on the Expansion Date, Tenant shall commence paying all

Rent Adjustments in accordance with the increase in the size of the Premises and Tenant's Share as set forth in Section l(c) above.

4. Possession of Expansion Space.

(a)            Tenant is currently in possession of the Expansion Space pursuant to the Existing Lease and agrees ( subject to Landlord's completion of its obligations with respect to floor leveling and the installing of sprinklers in the Expansion Space as hereinafter set forth) to accept the same "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements. Tenant shall complete its demolition work in the Expansion Space within thirty (30) days after Tenant moves all or substantially all of its operations from the Existing Premises to the Initial Premises under this Lease, which move shall occur no later than January 31, 1999. After completion of the demolition Tenant shall surrender possession of the Expansion Space to Landlord for the purpose of performing the floor leveling work. Prior to re-delivery of possession of the Expansion Space to Tenant for purpose of determining the Expansion Date as set forth in Section 1, Landlord shall complete, as Landlord's Work, all floor leveling in the Expansion Space in accordance with the standards for such floor leveling set forth in Section 8 of Attachment 1 to Exhibit B of the Lease. No other Landlord's Work shall be done by Landlord except for the installation of sprinklers in accordance with the standards for sprinklers set forth in Section 9 of Attachment 1 to Exhibit B of the Lease; such sprinkler work shall be performed by Landlord concurrently with any Tenant Alterations being performed by Tenant in the Expansion Space. Both parties agree that they and their contractors shall cooperate reasonably and in good faith with one another so that the performance by either party of its work does not materially impair or delay the performance by the other party of its work. Landlord shall re-deliver possession of the Expansion Space to Tenant for the purpose of determining the Expansion Date no later than sixty (60) days after Tenant completes its demolition work within the Expansion Space (the "Delivery Date") such that Landlord can perform the floor leveling work.

(b)            If Landlord does not complete its floor leveling until after the Delivery Date, then such Landlord delay shall, on a day-for-day basis for each day after the Delivery Date that Landlord has not completed the floor leveling, be applied to reduce the period of any Tenant Delay; and if there are no Tenant Delays or if such Landlord delay exceeds the total of all Tenant Delays, then such Landlord delay (if there are no Tenant Delays) or the number of days by which the Landlord delay exceeds the total of all Tenant Delays shall, on a day-for-day basis, delay the January 31, 1999 date set forth in Section 15 of the Rider to the Lease. Any such delay by Landlord shall not subject Landlord to

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any liability for any loss or damage resulting therefrom, and Tenant's sole remedy with respect thereto shall as set forth in the preceding sentence.

(c)           Tenant shall be subject, with respect to the Expansion Space, to all of the terms, covenants and conditions of the Lease (except for the payment of Monthly Base Rent and Tenant's Share of Operating Expenses and Taxes) during all periods prior to the Expansion Date that Tenant is in possession of the Expansion Space.

5.           Tenant Alterations; 22nd Floor Allowance.

(a)           Tenant shall, at its expense (subject to the 22nd Floor Allowance set forth in Subsection 5(b) below), cause the Expansion Space to be improved for Tenant's use (the "Tenant Alterations"). In addition to such improvements as Tenant shall wish to perform, the Tenant Alterations shall include the closing of the stairwell between the 22nd and 23rd floors.

(b)           Landlord, provided no Default under the Lease has occurred which remains uncured, hereby grants Tenant an allowance (the "22nd Floor Allowance") in an amount equal to $35.00 multiplied by a fraction, the numerator of which is the number of months that Tenant leases such Expansion Space during the Initial Term (e.g., the number of months starting with the month in which the Expansion Date occurs) and the denominator of which is 180. In the event of any Landlord delay in completion of the floor leveling as set forth in Section 4 above, the numerator of the preceding fraction shall be the number of months that Tenant would have leased the Expansion Space if there had been no Landlord delay (i.e., the number of months starting with the month in which the Expansion Date would have occurred if there had been no Landlord delay).

(c)           Except to the extent inconsistent with the terms of this Amendment, the Landlord's Work and Tenant Alterations shall be performed in accordance with the provisions of Exhibit B, including, without limitation, those provisions relating to Landlord's right to approve Tenant's plans and specifications and the disbursement of the 22nd Floor Allowance.

6.           Other Options. Option 3as set forth in Section 7 ("Expansion Options") of the Rider to the Lease is hereby deemed to be deleted from the Lease and shall be of no further force and effect. Section 11 ("Right of First Refusal") of the Rider to the Lease is hereby amended to provide that Tenant shall have rights of first offer/refusal as set forth therein on any or all space in the mid-rise elevator bank and on floors 21 and 23, but not on floors 22 or 24.

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7.           Brokers. Landlord and Tenant each represent that no brokers, agents or other persons other than Cushman & Wakefield State Street, Inc. an Illinois corporation, as representative for Landlord, and LaSalle Partners, as representative for Tenant, were involved in the negotiation of this Amendment. Tenant indemnifies and holds Landlord and its agents and employees harmless from all claims of any brokers in connection with this Amendment claiming through or under Tenant and Landlord indemnifies and holds Tenant and its agents and employees harmless from all claims of any broker in connection with this Amendment claiming through or under Landlord.

8.            Entire Agreement; Amendment. This Amendment sets forth the entire agreement of the parties with respect to this subject matter hereof and no representations, promises or inducements have been made by the parties hereto other than as appear in this Amendment. This Amendment may not be amended except in writing signed by the parties hereto.

9.            No Offer. This Amendment shall not be binding until executed and delivered by both parties hereto.

10.           Terms of Lease. Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. The capitalized terms used in this Amendment shall have the same definitions as set forth in the applicable Lease, to the extent that such capitalized terms are defined therein and not redefined in this Amendment.

11.           Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written.

	LANDLORD
	303 WACKER REALTY L.L.C.
	BY:	Hines Three Illinois Center Associates
		Limited Partnership, its managing member
ATTEST:	BY:	Hines Three Illinois Center L.L.C.,
		its general partner
	BY:	Hines Interests Limited Partnership,
		a member
By /s/ Thomas J. Danilek	BY:	Hines Holdings, Inc., itsgeneral partner
Its Vice President
	BY: /s/ C. Kevin Shannahan
	Name: C. Kevin Shannahan
	Title: Executive Vice President
	TENANT
	KPMG Peat Marwick LLP, a Delaware
	limited liability partnership
ATTEST:
By /s/ Kenneth J. Boland	By	/s/ Joseph E. Heintz
Its	Its	CHIEF FINANCIAL OFFICER

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OFFICE LEASE

BETWEEN

METROPOLITAN LIFE INSURANCE COMPANY,

A NEW YORK CORPORATION (LANDLORD)

AND

KPMG PEAT MARWICK LLP, A DELAWARE

LIMITED LIABILITY PARTNERSHIP (TENANT)

200,502 SQUARE FEET ON THE 13TH, 14TH, 15TH,

16TH, 17TH, 18TH, 19TH AND 21ST OR 22ND (IF APPLICABLE) FLOORS (PREMISES)

DATED: AUGUST __, 1997

TABLE OF CONTENTS

	PAGE
ARTICLE ONE -- BASIC LEASE PROVISIONS	1
1.1 BASIC LEASE PROVISIONS	1
1.2 ENUMERATION OF EXHIBITS	3
1.3 DEFINITIONS	3
ARTICLE TWO -- PREMISES, TERM AND FAILURE TO GIVE POSSESSION	12
2.1 LEASE OF PREMISES	13
2.2 TERM	13
2.3 FAILURE TO GIVE POSSESSION	13
2.4 AREA OF PREMISES	13
2.5 CONDITION OF PREMISES	14
ARTICLE THREE -- RENT	14
ARTICLE FOUR -- RENT ADJUSTMENTS AND PAYMENTS	15
4.1 RENT ADJUSTMENTS	15
4.2 STATEMENT OF LANDLORD	15
4.3 BOOKS AND RECORDS	16
4.4 PARTIAL OCCUPANCY	17
ARTICLE FIVE -- INTENTIONALLY OMITTED	18
ARTICLE SIX -- SERVICES	18
6.1 LANDLORD'S GENERAL SERVICES	18
6.2 ELECTRICAL SERVICES	20
6.3 ADDITIONAL AND AFTER-HOUR SERVICES	21
6.4 PHONE SERVICES	21
6.5 DELAYS IN FURNISHING SERVICES	22
ARTICLE SEVEN -- POSSESSION, USE AND CONDITION OF PREMISES	23
7.1 POSSESSION AND USE OF PREMISES	23
7.2 LANDLORD ACCESS TO PREMISES	24
7.3 QUIET ENJOYMENT	26
ARTICLE EIGHT -- MAINTENANCE	26
8.1 LANDLORD'S MAINTENANCE	26
8.2 TENANT'S MAINTENANCE	26
ARTICLE NINE -- ALTERATIONS AND IMPROVEMENTS	27
9.1 TENANT’S ALTERATIONS AND ADDITIONS	27
9.2 LIENS	29

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ARTICLE TEN -- ASSIGNMENT AND SUBLETTING	30
10.1 ASSIGNMENT AND SUBLETTING	30
10.2 RECAPTURE	33
10.3 EXCESS RENT	33
10.4 TENANT LIABILITY	35
10.5 ASSUMPTION AND ATTORNMENT	35
10.6 TRANSFERABILITY OF RIGHTS	35
ARTICLE ELEVEN -- DEFAULT AND REMEDIES	35
11.1 EVENTS OF DEFAULT	36
11.2 LANDLORD'S REMEDIES	36
11.3 ATTORNEY'S FEES	38
11.4 BANKRUPTCY	38
11.5 DEFAULT BY LANDLORD; TENANT’S REMEDIES	39
ARTICLE TWELVE -- SURRENDER OF PREMISES	40
12.1 IN GENERAL	40
12.2 LANDLORD’S RIGHTS	41
ARTICLE THIRTEEN -- HOLDING OVER	41
ARTICLE FOURTEEN -- DAMAGE BY FIRE OR OTHER CASUALTY	41
14.1 UNTENANTABILITY	41
14.2 DAMAGE WITHOUT UNTENANTABILITY	43
14.3 RENT ABATEMENT	44
ARTICLE FIFTEEN -- EMINENT DOMAIN	44
15.1 TAKING OF WHOLE OR SUBSTANTIAL PART	44
15.2 TAKING OF PART	44
15.3 COMPENSATION	45
ARTICLE SIXTEEN -- INSURANCE	45
16.1 TENANT’S INSURANCE	45
16.2 FORM OF POLICIES	46
16.3 LANDLORD’S INSURANCE	46
16.4 WAIVER OF SUBROGATION	47
16.5 NOTICE OF CASUALTY	48
ARTICLE SEVENTEEN -- WAIVER OF CLAIMS AND INDEMNITY	48
17.1 WAIVER OF CLAIMS	48
17.2 INDEMNITY BY TENANT	48
ARTICLE EIGHTEEN -- RULES AND REGULATIONS	49
18.1 RULES	49

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18.2 ENFORCEMENT	49
ARTICLE NINETEEN -- LANDLORD'S RESERVED RIGHTS	49
ARTICLE TWENTY -- ESTOPPEL CERTIFICATE	50
20.1 IN GENERAL	50
20.2 ENFORCEMENT	51
ARTICLE TWENTY-ONE -- INTENTIONALLY OMITTED	51
ARTICLE TWENTY-TWO -- REAL ESTATE BROKERS	51
ARTICLE TWENTY-THREE -- MORTGAGEE PROTECTION	52
23.1 SUBORDINATION AND ATTORNMENT	52
23.2 MORTGAGEE PROTECTION	53
ARTICLE TWENTY-FOUR -- NOTICES	53
ARTICLE TWENTY-FIVE -- INTENTIONALLY OMITTED	55
ARTICLE TWENTY-SIX -- MISCELLANEOUS	55
26.1 LATE CHARGES	55
26.2 WAIVER OF JURY TRIAL	55
26.3 INTENTIONALLY OMITTED	55
26.4 OPTION	55
26.5 AUTHORITY	55
26.6 ENTIRE AGREEMENT	56
26.7 INTENTIONALLY OMITTED	56
26.8 EXCULPATION	56
26.9 ACCORD AND SATISFACTION	56
26.10 LANDLORD'S OBLIGATIONS ON SALE OF BUILDING	56
26.11BINDING EFFECT	57
26.12 CAPTIONS	57
26.13 APPLICABLE LAW	57
26.14 ABANDONMENT	57
26.15 LANDLORD'S RIGHT TO PERFORM TENANT’S DUTIES	57
26.16 COUNTERPARTS	58
26.17 RIDERS	58

EXHIBIT A	PLAN OF PREMISES
EXHIBIT B	WORKLETTER AGREEMENT
EXHIBIT C	SYSTEMS SPECIFICATIONS
EXHIBIT D	RULES AND REGULATIONS
EXHIBIT E	CLEANING SPECIFICATIONS

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EXHIBIT F	12TH FLOOR EXPANSION SPACE
EXHIBIT G	20TH FLOOR EXPANSION SPACE
EXHIBIT H	21ST FLOOR EXPANSION SPACE
EXHIBIT I	FORM OF NON-DISTURBANCE AGREEMENT
EXHIBIT J	22ND FLOOR EXPANSION SPACE
EXHIBIT K	DISCHARGE OF MEMORANDUM OF LEASE
RIDER	OTHER PROVISIONS

-iv-

INDEX OF DEFINED TERMS

ADA	23
Adjustment Year	3
Advice (Rider)	15
Affiliate	3
Base Building Work (Exhibit B)	1
Building	3
C&W	50
Change Order (Exhibit B)	5
Commencement Date	3
Common Areas	3
Control	31
Costs of the Tenant Work (Exhibit B)	1
CPI (Rider)	10
CPI Escalation Amount (Rider)	10
Decoration	4
Default	35
Default Rate	4
Delivery Date	12
Demising Work	4
Early Termination Date (Rider)	13
Electing Party	37
Engineering Drawings (Exhibit B)	3
Environmental Laws	4
Excess Rent	33
Excess Rent Sharing Space	33
Existing Improvements	39
Existing Lease (Rider)	1
Existing Premises (Rider)	1
Expansion Notice (Rider)	7
Expansion Option (Rider)	6
Expansion Space (Rider)	6
Expiration Date	4
First Extension (Rider)	4
First Party	37
First Reduction Notice (Rider)	11
First Reduction Option (Rider)	11
First Renewal Notice (Rider)	4
First Renewal Option (Rider)	4
Force Majeure	4
Hazardous Material	4

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Improvement Allowance (Exhibit B)	2
Indemnities	5
Initial Premises	13
Initial Term	1
Land	5
Landlord	1
Landlord Delay	5
Landlord Work	5
Landlord Work (Exhibit B)	1
Landlord’s Notice	40
Landlord’s Statement	15
LaSalle	50
Laws	5
Lease	5
Lease Year	5
Low-rise Refusal Space (Rider)	14
Marketable Unit	30
Mid/High-rise Refusal Space (Rider)	14
Monthly Base Rent	5
Mortgagee	5
National Holidays	5
Needham (Rider)	1
Needham Lease (Rider)	1
Needham Space (Rider)	1
New Storage Space (Rider)	3
Notice of Exercise (Rider)	15
Operating Expenses	5
Operator (Rider)	9
Option Amendment (Rider)	18
Parking Privileges (Rider)	9
Plans (Rider)	21
Premises	9
Prevailing Market (Rider)	4
Property	10
Prospect (Rider)	15
Prospect Terms (Rider)	15
Real Property	10
Recapture	32
Recapture Notice	32
Recapture Space	32
Refusal Space (Rider)	14
Reletting Expenses	36
Rent	10

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Rent Adjustment	10
Rent Adjustment Deposit	10
Rentable Area of the Building	10
Rentable Area of the Premises	10
ROFR (Rider)	14
Second Expiration Date (Rider)	4
Second Extension (Rider)	4
Second Party	37
Second Reduction Notice (Rider)	12
Second Reduction Option (Rider)	11
Second Renewal Notice (Rider)	4
Second Renewal Option (Rider)	4
Security Deposit	10
Space Plan (Exhibit B)	10
Statement	15
Storage Space (Rider)	2
Substantially Complete	10
Substantially Untenantable	43
System (Rider)	21
Taxes	10
Tenant	1
Tenant Additions	11
Tenant Alterations	11
Tenant Delay	11
Tenant Electric (Attachment 1)	1
Tenant Work	12
Tenant Work (Exhibit B)	1
Tenant’s Notice	29
Tenant’s Share	12
Term	12
Termination Date	12
Termination Notice (Rider)	13
Termination Option (Rider)	13
Untenantable	41
Use	3
Work (Exhibit B)	1
Working Drawings (Exhibit B)	10
Workletter	12

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OFFICE LEASE

ARTICLE ONE
BASIC LEASE PROVISIONS

1.1           BASIC LEASE PROVISIONS

In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control.

(1) BUILDING AND ADDRESS:

303 East Wacker Drive

Chicago, Illinois 60601

(2) LANDLORD AND ADDRESS:

METROPOLITAN LIFE INSURANCE COMPANY, a

New York corporation

c/o Cushman & Wakefield State Street, Inc.

303 East Wacker Drive - Suite 1031

Chicago, Illinois 60601

(3) TENANT AND CURRENT ADDRESS:

KPMG Peat Marwick LLP, a Delaware limited liability partnership

303 East Wacker Drive

Chicago, Illinois 60601

The term "Tenant" as used in this Lease shall mean the above-named entity and its successors by merger, consolidation or otherwise, excluding assignees.

(4)        DATE OF LEASE: August __, 1997

(5)        INITIAL TERM: Fifteen (15) years

(6)        COMMENCEMENT DATE: September 1, 1997

(7)        EXPIRATION DATE: August 31, 2012

(8)        MONTHLY BASE RENT (subject to Section 2.4 and Section 2 of Rider):

Period	Monthly	Annually	Rate/SF
First Lease Year	$183,793.50	$2,205,522.00	$11.00
Second Lease Year	$187,928.85	$2,255,146.25	$11.25
Third Lease Year	$192,157.25	$2,305,887.04	$11.50
Fourth Lease Year	$196,480.79	$2,357,769.49	$11.76
Fifth Lease Year	$200,901.61	$2,410,819.31	$12.02
Sixth Lease Year	$205,421.90	$2,465,062.74	$12.29
Seventh Lease Year	$210,043.89	$2,520,526.65	$12.57
Eighth Lease Year	$214,769.88	$2,577,238.50	$12.85
Ninth Lease Year	$219,602.20	$2,635,226.37	$13.14
Tenth Lease Year	$224,543.25	$2,694,518.96	$13.44
Eleventh Lease Year	$229,595.47	$2,755,145.64	$13.74
Twelfth Lease Year	$234,761.37	$2,817,136.42	$14.05
Thirteenth Lease Year	$240,043.50	$2,880,521.99	$14.37
Fourteenth Lease Year	$245,444.48	$2,945,333.73	$14.69
Fifteenth Lease Year	$250,966.98	$3,011,603.74	$15.02

(9)         RENTABLE AREA OF THE BUILDING: 770,130 square feet

(10)        RENTABLE AREA OF THE PREMISES: 200,502 square feet, subject to Section 2.4

(11)        SECURITY DEPOSIT: None

(12)        SUITE NUMBER OF PREMISES: Suites 1300, 1400, 1500, 1600, 1700, 1800, 1900 and (if applicable pursuant to Section 2.4) 2100 or 2200

(13)        TENANT’S SHARE: 26.0348%, subject to Section 2.4

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(14)         USE OF PREMISES: General office and/or professional business use and any uses incidental thereto, including, but not limited to, a cafeteria, training rooms for employees' and clients' use, computer room, vending areas and other such incidental uses.

1.2           ENUMERATION OF EXHIBITS

The exhibits set forth below and attached to this Lease are incorporated in this Lease by this reference:

EXHIBIT A	Plan of Premises
EXHIBIT B	Workletter Agreement
EXHIBIT C	Systems Specifications
EXHIBIT D	Rules and Regulations
EXHIBIT E	Cleaning Specifications
EXHIBIT F	12th Floor Expansion Space
EXHIBIT G	20th Floor Expansion Space
EXHIBIT H	21st Floor Expansion Space
EXHIBIT I	Form of Non-Disturbance Agreement
EXHIBIT J	22nd Floor Expansion Space
EXHIBIT K	Discharge of Memorandum of Lease
RIDER	Other Provisions

1.3           DEFINITIONS

For purposes hereof, the following terms shall have the following meanings:

(1)           AFFILIATE: Any corporation or other business entity which is owned or controlled by, owns or controls, or is under common ownership or control with Tenant, or into which Tenant is merged, consolidated or reorganized or to which all or substantially all of Tenant's assets are sold.

(2)           ADJUSTMENT YEAR: Each calendar year any portion of which falls within the Term of this Lease.

(3)           BUILDING: The office building located at 303 East Wacker Drive, Chicago, Illinois. The Building's low-rise floors are floors 1 through 11, the mid-rise floors are floors 12 through 20 and the high-rise floors are floors 21 and higher.

(4)           COMMENCEMENT DATE: The date specified in Section 1.1(6) as the Commencement Date.

(5)           COMMON AREAS: All areas of the Real Property made available by Landlord for the general common use or benefit of the tenants of the Building, and their employees and invitees, or the public, as such areas currently exist and as they may be changed from time to

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time, provided that any such changes to the Common Areas made by Landlord during the Term shall be of a nature that the Common Areas remain comparable to the common areas of other comparable highrise office buildings in downtown Chicago.

(6)           DECORATION: Tenant Alterations which do not require a building permit and which do not involve any of the structural elements of the Building, or any of the Building's systems, including, without limitation, its electrical, mechanical, plumbing and security and life/safety systems.

(7)           DEFAULT RATE: Two percent (2%) above the rate announced by American National Bank and Trust Company of Chicago as its corporate base lending rate, from time to time, but in no event higher than the maximum rate permitted by law.

(7A)           DEMISING WORK: Work required to separate a portion of the Premises from adjacent space, including the following: (i) installation of new building standard entry door; (ii) construction of new demising walls and reworking of acoustical ceiling at the demising wall; (iii) proper demising and distributing of all HVAC (including base board heat ), security and sprinkler systems as required because of the new demising wall, and preparation of test and balance report; (iv) proper demising of all electrical/computer/telephone components, including installation of a new electrical meter and panel, installation of new telephone (homerun) conduit to telephone closet and installation of necessary light fixtures along new demising wall; (v) proper demising, or removal, as applicable, of all security equipment and specialized HVAC equipment installed by Tenant and proper demising (but not removal) of all telephone/computer and cabling equipment installed by Tenant; and (vi) installation of any required multi-tenant corridors.

(8)           ENVIRONMENTAL LAWS: Any Law governing the use, storage, disposal or generation of any Hazardous Material, including without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended and the Resource Conservation and Recovery Act of 1976, as amended.

(9)           EXPIRATION DATE: The date specified in Section 1.1(7) unless changed by operation of Sections 6 or 10 of the Rider.

(10)           FORCE MAJEURE: Any accident, casualty, act of God, war or civil commotion, strike or labor troubles, or any cause whatsoever beyond the reasonable control of Landlord or Tenant, including, but not limited to, energy shortages or governmental preemption in connection with a national emergency, or by reason of government laws or any rule, order or regulation of any department or subdivision thereof or any governmental agency, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

(11)           HAZARDOUS MATERIAL: Such substances, material and wastes which are or become regulated under any Environmental Law; or which are classified as hazardous or toxic under any Environmental Law; and explosives and firearms, radioactive material, asbestos, and polychlorinated biphenyls.

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(12)           INDEMNITEES: Collectively, Landlord, any Mortgagee or ground lessor of the Property, the property manager and the leasing manager for the Property and their respective partners, directors, officers, agents and employees.

(13)           LAND: The parcels of real estate on which the Building is located.

(14)           LANDLORD WORK: The construction or installation of improvements to the Premises, to be furnished by Landlord, specifically described in the Workletter attached hereto as Exhibit B.

(14A)        LANDLORD DELAY: Any event or occurrence which delays the completion of the Tenant Work which is caused by or is described as follows:

(a)           Landlord's delay beyond the applicable deadlines set forth in Exhibit B in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise; or

(b)           the performance or completion by Landlord or any person engaged by Landlord of any work in or about the Premises.

(15)           LAWS: All laws, ordinances, rules, regulations and other requirements adopted by any governmental body, or agency or department having jurisdiction over the Property, the Premises or Tenant's activities at the Premises. The term "Laws" shall include Environmental Laws.

(16)           LEASE: This instrument and all exhibits and riders attached hereto, as may be amended from time to time.

(17)           LEASE YEAR: The twelve month period beginning on the Commencement Date, and each subsequent twelve month, or shorter, period until the Expiration Date.

(18)           MONTHLY BASE RENT: The monthly rent specified in Section 1.1(8)

(19)           MORTGAGEE: Any holder of a mortgage, deed of trust or other security instrument encumbering the Property.

(20)           NATIONAL HOLIDAYS: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and other national holidays from time to time recognized by a majority of first-class office buildings in downtown Chicago. As of the date of this Lease, the Building recognizes no holidays other than the ones specifically named above.

(21)           OPERATING EXPENSES: All costs, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay (provided that

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Landlord does, in fact, pay the same, although such payment need not be made in the year accrued so long as it is made in either the year prior to or the year after the year in which the cost of such payment is accrued and so long the allocation of such payments is done on a reasonable and consistent basis) in connection with the ownership, management, operation, maintenance, replacement and repair of the Property (including the amortized portion of any capital expenditure or improvement permitted hereunder, together with interest thereon), determined in accordance with reasonable accounting practices, consistently applied. Without limiting the generality of the foregoing, Operating Expenses shall include all installation, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and related wiring in the Building which are not allocable to any individual users of such service but are allocable to the Building generally, and costs of compliance with Environmental Laws (subject to the limitations hereinafter set forth in subsection (ee) below). Operating Expenses shall not include:

(a)           costs of or work allowances given for alterations of the premises of tenants of the Building, and the costs of preparing, improving or altering space or performing work or other tenant concessions for any existing, new or renewal tenant including but not limited to any fees for construction, architecture or design;

(b)           costs of capital improvements to the Building or costs related to the installation (but not maintenance or repair) of sprinklers and the removal of asbestos. However, except for sprinkler installation or asbestos removal, there may be included in the Operating Expenses: (i) the amortized portions of capital improvements installed for the purpose of reducing or controlling Operating Expenses (but then only to the extent of any annual cost savings resulting therefrom); (ii) the cost of compliance with applicable Laws enacted subsequent to the date of this Lease or resulting from changes in or different interpretations of Laws (if such different interpretations result from the issuance of new regulations or court decisions), including the ADA (as defined in Section 7.1(3)) which changes or different interpretations arise after the date of this Lease; and (iii) the cost of compliance with Environmental Laws for other than asbestos removal (amortization of same to be subject to the limitation set forth in subsection (ee) below). Without limiting the generality of the foregoing, upgrades or modifications to the Building's chillers to replace existing refrigerants will be deemed to be capital improvements and the cost thereof may be passed through to Tenant up to the amount of the reduction in Operating Expenses resulting from such improvements;

(c)           depreciation charges;

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(d)           interest and principal payments on loans (except for loans for capital improvements which Landlord is allowed to include in Operating Expenses as provided above);

(e)           ground rental payments;

(f)           real estate brokerage and leasing commissions;

(g)           advertising and marketing expenses;

(h)           costs of Landlord reimbursed by insurance proceeds;

(i)           expenses (including legal fees) incurred in negotiating leases of other tenants in the Building or enforcing lease obligations of other tenants in the Building or costs of defense or other expenses and costs arising from the negligent acts or omissions or wilful misconduct of Landlord, its agents, employees or contractors or from defending claims alleging Landlord's breach of any lease;

(j)           Landlord's or Landlord's property manager's corporate general overhead or corporate general administrative expenses;

(k)           costs of curing violations of Laws if such violations are in existence as of the date of this Lease;

(l)           compensation paid to officers or executives of Landlord above the level of Building Manager;

(m)           the cost of repairs incurred by reason of fire or other casualty or condemnation to the extent that (i) Landlord is compensated therefor through proceeds of insurance (provided, however, that Landlord's reasonable cost of adjustment shall not be excluded from Operating Expenses) or condemnation awards; (ii) Landlord failed to obtain insurance against such fire or casualty, if insurance was required under the provisions of this Lease; or (iii) Landlord is not fully compensated therefor due to the coinsurance provisions of its insurance policies on account of Landlord's failure to obtain a sufficient amount of coverage against such risk or such costs are in excess of any commercially reasonable deductible; or (iv) Landlord is not fully compensated by any condemnation award;

(n)           overtime HVAC costs or electricity costs;

(o)           the cost of performing additional services for tenants to the extent that such service exceeds that provided by Landlord to Tenant without charge hereunder,

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(p)           "takeover expenses" (i.e., expenses incurred by Landlord with respect to space located in another building of any kind or nature in connection with the leasing of space in the Building);

(q)           any amounts payable which constitute a fine, interest, or penalty for any late payments of Operating Expenses;

(r)           any cost representing an amount paid for services or materials to a related person, firm, or entity (i.e., a person, firm or entity affiliated with Landlord or Landlord's managing agent) to the extent such amount exceeds the amount that would be paid for such services or materials at the then existing market rates to an unrelated person, firm or entity;

(s)           expenses attributable to the parking garage (except for costs of repairs such as re-surfacing) or to storage space;

(t)           the operating costs incurred by Landlord relative to any specialty service (such as a health club or any portion of the Building being used as a hotel) in the Building; or any other non-office space in the Building, excluding Common Areas, telephone rooms, mechanical and equipment rooms, HVAC equipment, the roof and any other portions of the Building which are not public areas but which are related to the operation of the entire Building;

(u)           that portion (if any) of management fees paid by Landlord to its managing agent which exceeds commercially reasonable and competitive management fees for comparable commercial office buildings in downtown Chicago;

(v)           Taxes;

(w) costs of correcting construction or design defects in the Premises or Building, except to the extent caused by any Tenant Additions (as hereinafter defined);

(x)           that portion of any costs or expenses relating to both the Building and to other buildings or properties owned by Landlord, which is properly allocable or attributable to such other buildings or properties;

(y)           costs incurred due to the violation by Landlord or any tenant of the terms and conditions of any lease pertaining to the Building;

(z)           rentals and other related expenses, if any, incurred in leasing air-conditioning systems, elevators or other equipment ordinarily considered to be

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of capital nature, except to the extent that the costs of such items would have been includible in Operating Expenses if such items had been purchased,

(aa)           space planning costs for tenant spaces;

(bb)           costs with respect to a sale, financing or refinancing of the Building;

(cc)           bad debts loss, rent loss or reserves for bad debt or rent loss (excluding rent loss insurance premiums);

(dd)           lamp, bulbs, ballasts and starters in tenant areas;

(ee)           cost of compliance with Environmental Laws: (i) to the extent that such Hazardous Materials exist as of the date hereof (and, under the Environmental Laws in effect as of the date hereof, are included in the definition of Hazardous Materials) or (ii) in excess of $50,000 per year, provided that costs not included in any Adjustment Year because of this limitation may be included in subsequent Adjustment Years, subject to this limitation; and

(ff)           cost of compliance with Laws applicable to or resulting from the specific manner of use of a particular tenant;

(gg)           costs of structural repairs with respect to any of the following: soil conditions, footings, columns, foundations, any portion of the steel structure of the Building, load-bearing walls and vertical and horizontal supports;

(hh)           costs not directly attributable to the ownership, management, operation, maintenance, replacement and repair of the Property; and

(ii)           expenses which under reasonable accounting practices, consistently applied, would not be includible in Operating Expenses as defined herein.

If any Operating Expense, though paid in one year, relates to more than one calendar year, such expense shall be appropriately allocated among such related calendar years. Landlord shall manage, operate and maintain the Premises in a manner consistent with other first-class office buildings of comparable age in downtown Chicago in accordance with all applicable Laws and as is otherwise commercially reasonable. Amortization of capital improvements includible within Operating Expenses shall be determined by the item's useful life as reasonably determined by Landlord.

(22)           PREMISES: The space located in the Building described in Section 1.1(10) and depicted on Exhibit A attached hereto, subject to expansion or reduction pursuant to the provisions of this Lease.

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(23)           PROPERTY: The Building, the Land, any other improvements located on the Land, including, without limitation, any parking structures and the personal property, fixtures, machinery, equipment, systems and apparatus located in or used in conjunction with and of the foregoing, excluding any property owned by Tenant.

(24)           REAL PROPERTY: The Property excluding any personal property.

(25)           RENT: Collectively, Monthly Base Rent, Rent Adjustments and Rent Adjustment Deposits, and all other charges, payments, late fees or other amounts required to be paid by Tenant under this Lease.

(26)           RENTABLE AREA OF THE BUILDING: 770,130 square feet, which represents the sum of the rentable area of all office space in Building.

(27)           RENTABLE AREA OF THE PREMISES: The amount of square footage set forth in Section 1.1(10), subject to adjustment pursuant to the provisions of this Lease.

(28)           RENT ADJUSTMENT: Any amounts owed by Tenant for payment of Operating Expenses or Taxes. The Rent Adjustments shall be determined and paid as provided in Article Four.

(29)           RENT ADJUSTMENT DEPOSIT: An amount equal to the Rent Adjustments attributable to each month within the latest Adjustment Year as reasonably estimated by Landlord from time to time.

(30)           SECURITY DEPOSIT: Intentionally omitted.

(31)           SUBSTANTIALLY COMPLETE: The completion of the Landlord Work or Tenant Work, as the case may be, except for minor insubstantial details of construction, decoration or mechanical adjustments which remain to be done and which do not materially interfere with Tenant's ability to conduct its business in the Premises.

(32)           TAXES: Subject to the following sentence, all federal, state and local governmental taxes, assessments and charges of every kind or nature, whether general, special, ordinary or extraordinary, which are paid with respect to the Property during any Adjustment Year because of or in connection with the ownership, leasing, management, control or operation of the Property or any of its components, or any personal property used in connection therewith. For purposes hereof, Taxes for any Adjustment Year shall be Taxes which come due and payable during such Adjustment Year, whether or not such taxes were assessed with respect to a prior calendar year. There shall be included in Taxes for any Adjustment Year the amount of all fees, costs and expenses (including reasonable attorneys' fees) paid by Landlord during such Adjustment Year in seeking or obtaining any refund or reduction of Taxes. Landlord shall, upon Tenant's written request, and if the timing of Tenant's request so permits, in sufficient time to permit Tenant to have at least thirty (30) days prior to the filing deadline, advise Tenant in writing as

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to whether or not Landlord intends to contest Taxes required to be paid during any Adjustment Year. If Landlord advises Tenant that Landlord does not intend to contest such Taxes, Tenant shall have the right, by written notice to Landlord delivered within sixty (60) days after Landlord's receipt of the bill for the first installment of Taxes in any Adjustment Year, to require Landlord to contest such Taxes. If the costs of such contest (including, without limitation, reasonable attorneys' fees) exceed the reduction in Taxes obtained, then Tenant shall pay such excess costs to Landlord within thirty (30) days after Landlord's written request therefor. Taxes for any Adjustment Year shall be reduced by the net amount of any tax refund received by Landlord during such Adjustment Year. If a special assessment payable in installments is levied against any part of the Property, Taxes for any Adjustment Year shall include only the installment of such assessment and any interest paid with respect thereto during such Adjustment Year. Taxes shall not include any federal or state inheritance, general income, gift or estate taxes, except that if a change occurs in the method of taxation resulting in whole or in part in the substitution of any such taxes, or any other assessment, for any Taxes as above defined, such substituted taxes or assessments shall be included in the Taxes, provided they are so included as a tax by a majority of the owners of first-class office buildings within downtown Chicago which pass through taxes to their tenants.

(33)           TENANT ADDITIONS: Collectively, Tenant Work, Landlord Work and Tenant Alterations.

(34)           TENANT ALTERATIONS: Any alterations, improvements, additions, installations or construction in or to the Premises or any Building systems serving the Premises (other than those done as part of Tenant Work or Landlord Work pursuant to the Workletter); and any supplementary air-conditioning systems installed by Landlord or by Tenant at Landlord's request pursuant to Section 6.1(2).

(35)           TENANT DELAY: Any event or occurrence, other than Force Majeure, which delays the Tenant's surrender of possession of the Existing Premises beyond January 31, 1999 (as set forth in Section 2 of the Rider) or delays the timely completion of the Landlord Work and which is caused by or is described as follows:

(a)           special work, changes, alterations or additions requested or made by Tenant in the design or finish in any part of the Premises after approval of the plans and specifications (as described in the Workletter);

(b)           Tenant's delay beyond the applicable deadlines set forth in Exhibit B in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise,

(c)           failure to approve and pay for such Tenant Work as Landlord undertakes to complete at Tenant's expense; or

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(d)           the performance or completion by Tenant or any person engaged by Tenant of any work in or about the Premises.

(36)           TENANT WORK: All work installed or furnished to the Premises by Tenant pursuant to the Workletter.

(37)           TENANT’S SHARE: The percentage specified in Section 1.1(13) which represents the ratio of the Rentable Area of the Premises to the Rentable Area of the Building, subject to modification in the event of the expansion or reduction of the size of the Premises pursuant to the provisions of this Lease.

(38)           TERM: The term of this Lease commencing on the Commencement Date and expiring on the Expiration Date, but including any extensions or renewals of the Initial Term as defined in Section 1.1(5) above, unless sooner terminated as provided in this Lease.

(39)           TERMINATION DATE: The Expiration Date or such earlier date as this Lease terminates.

(40)           WORKLETTER: The Agreement regarding the manner of completion of Landlord Work and Tenant Work attached hereto as Exhibit B.

ARTICLE TWO

PREMISES, TERM AND FAILURE TO GIVE POSSESSION

2.1           LEASE OF PREMISES

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term and upon the conditions provided in this Lease. Landlord shall deliver possession of the Premises to Tenant on the Delivery Date (as defined in Section 2.3) in order for Tenant and its contractors to perform the Tenant Work as set forth in Exhibit B, and Tenant shall be subject to all of the terms, covenants and conditions of this Lease as of the date of such possession.

2.2           TERM

The Commencement and Expiration Dates shall be the dates set forth in Section 1.1(6) and Section 1.1(7), respectively.

2.3           FAILURE TO GIVE POSSESSION

Landlord shall deliver possession of the Premises to Tenant upon the vacating of the Needham Space by Needham after termination of the Needham Lease (the terms "Needham Lease," "Needham Space" and "Needham" having the meanings set forth in Section 1 of the Rider); provided, however, that Landlord shall use reasonable efforts to deliver possession of the Premises to Tenant no later than January 15, 1998 (the "Delivery Date"). If the Landlord shall be

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unable to give possession of the Premises on the Delivery Date for any reason, Landlord shall not be subject to any liability for such failure; nor shall the Commencement or Expiration Dates of this Lease be delayed. No such failure to give possession on the Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. It is understood and agreed that the Landlord Work need not be Substantially Complete on the Delivery Date.

2.4           AREA OF PREMISES

It is understood and agreed that the rentable square footage set forth in Section 1.1(10) of this Lease is an approximate number and may be adjusted by Tenant prior to the start of the Tenant Work and Landlord Work as follows: downward by up to 10,000 rentable square feet on the 13th or 19th floors, or upward by up to one (1) full floor, such floor to be the 21st floor, unless Christie's International Catering Co., Ltd. has made a commitment by November 1, 1997 to lease the 21st floor from Landlord, in which case such upward adjustment shall be the 22nd floor; subject, in any case, to Landlord's reasonable approval of the proposed shape of the Premises and provided that any remaining space not part of the Premises on any floor where Tenant does not occupy the entire floor shall be a Marketable Unit as defined in Section 10.1. Tenant shall give Landlord a preliminary Space Plan (as defined in Section 3of Exhibit B) containing a preliminary estimate of its space requirement no later than October 15, 1997. In all events Tenant shall establish its final requirement for the size and shape of the Premises in accordance with the preceding parameters and take all steps necessary so that a final Space Plan, reflected ceiling plan and partition plan have been approved by both Landlord and Tenant no later than December 5, 1997, and any delay in doing so shall constitute a Tenant Delay. All terms and provisions of the Lease dependent on or related to the size of the Premises (including, without limitation, Base Rent, Rent Adjustments and Rent Adjustment Deposits, Tenant's Share and the Improvement Allowance) shall be adjusted as of January 1, 1998 to reflect the final size of the Premises and demising plans for Tenant's Premises on the 13th and 19th floors shall be substituted for the current pages for such floors in Exhibit A. Such adjustments to Rent and Tenant's Share shall be retroactive to September 1, 1997. The Premises as established pursuant to this Section 2.4 (i.e., not including any additional space leased pursuant to Sections 7 (except for Option 4) or 11 of the Rider or otherwise) constitute the "Initial Premises" under this Lease.

2.5           CONDITION OF PREMISES

Tenant shall notify Landlord in writing within thirty (30) days after the later of Substantial Completion of the Landlord Work or when Tenant takes possession of the Premises of any defects in the Premises claimed by Tenant or in the materials or workmanship furnished by Landlord in completing the Landlord Work. Except for defects stated in such notice and except as otherwise provided elsewhere in this Lease, including the second paragraph of this Section 2.5, Tenant shall be conclusively deemed to have accepted the Premises "as is" in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Landlord shall proceed promptly and diligently to correct the defects stated in such notice unless Landlord disputes the existence of any such defects. In the event of any dispute as to

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the existence of any such defects, the decision of a third party mutually and reasonably agreeable to both Landlord and Tenant shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Building and no representation regarding the condition of the Premises or the Building has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Lease or in the Workletter.

Landlord shall, at its sole cost and expense and not as part of Operating Expenses, repair all latent and/or structural defects in the Landlord's Work and the structural portions of the Premises and Building during the Term of the Lease, except for those structural defects caused by Tenant's particular use of the Premises (by way of example and not limitation, excessive floor loads) or the negligence or misconduct of Tenant or its contractors.

ARTICLE THREE

RENT

Tenant agrees to pay to Landlord at the office specified in Section 1.1(2), or to such other persons or at such other places designated by Landlord, without any prior demand therefor in immediately available funds and without any deduction whatsoever, Rent, including, without limitation, Monthly Base Rent and Rent Adjustments in accordance with Article Four, during the Term. Monthly Base Rent shall be paid monthly in advance on the first day of each month of the Term, except that the first installment of Monthly Base Rent shall be paid by Tenant to Landlord on the Commencement Date, notwithstanding the fact that Tenant may not be in possession of the Premises on the Commencement Date; see Section 1 of the Rider. Monthly Base Rent shall be prorated for partial months within the Term. Unpaid Rent shall bear interest at the Default Rate from the date due until paid as provided in Section 26.1. Tenant's covenant to pay Rent shall be independent of every other covenant in this Lease.

If any governmental entity or authority has imposed or hereafter imposes upon Landlord or Tenant a tax or assessment upon or against any of the gross Rent or other charges payable by Tenant to Landlord under the Lease (whether such tax takes the form of a lease tax, sales tax or other tax), Tenant shall be responsible for the timely payment thereof.Unless Landlord and Tenant otherwise agree in writing with respect to the payment thereof, Tenant shall pay the applicable tax to Landlord together with each payment by Tenant to Landlord of Monthly Base Rent due under the Lease. Notwithstanding the foregoing, Tenant shall have no obligation to pay any income tax levied against Landlord, except to the extent the same is levied specifically with respect to gross rent or other charges payable by Tenant to Landlord under this Lease.

ARTICLE FOUR

RENT ADJUSTMENTS AND PAYMENTS

4.1           RENT ADJUSTMENTS

Tenant shall pay Rent Adjustments during the Term as follows:

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(1)           The Rent Adjustment Deposit representing Tenant's Share of Operating Expenses and Taxes attributable to any calendar year monthly during the Term (prorated for any partial calendar year and partial month) with the payment of Monthly Base Rent except the first installment which shall be paid by Tenant to Landlord on the Commencement Date; and

(2)           Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2.

4.2           STATEMENT OF LANDLORD

As soon as feasible after the expiration of each Adjustment Year (but in no event later than one hundred and eighty (180) days after the end of each such Adjustment Year), Landlord will furnish Tenant a statement ("Landlord's Statement" or "Statement") showing the following:

(1)           Operating Expenses and Taxes for the Adjustment Year then ended;

(2)           The amount of Rent Adjustments due Landlord for the Adjustment Year then ended, less credit for Rent Adjustment Deposits paid, if any; and

(3)           The Rent Adjustment Deposit due monthly in the calendar year next following the Adjustment Year then ended including the amount or revised amount due for months prior to the rendition of the Statement. If the Rent Adjustments Deposits for the calendar year following the Adjustment Year are estimated to be more than the actual Rent Adjustments for the Adjustment Year then ended, then Landlord shall, at Tenant's request, advise Tenant how Landlord's determination of such Rent Adjustment Deposits was made and the reasons for the increase over the actual Rent Adjustments for the Adjustment Year then ended.

Tenant shall pay to Landlord within thirty (30) days after receipt of such Statement any amounts for Rent Adjustments and Rent Adjustment Deposits then due in accordance with Landlord's Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Rent next coming due, or refunded to Tenant if the Term has already expired provided Tenant is not in Default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of this Section 4.2 unless the amount of the Rent Adjustment Deposits for the Adjustment Year in question were 110% or more of the actual Rent Adjustments for such Adjustment Year, in which event Landlord shall give Tenant an additional credit (or refund, as applicable) equal to interest (at the Default Rate) on all such overpayments. Notwithstanding the preceding sentence, Tenant shall not be entitled to interest on any such overpayment of Rent Adjustments (even if the Rent Adjustment Deposits were 110% or more of the actual Rent Adjustments) if the Rent Adjustments Deposits for the Adjustment Year in question were less than 110% of the actual Rent Adjustments for the preceding Adjustment Year. Landlord's error in computing the amount of the Rent Adjustments shall not constitute a waiver by Landlord of its right to deliver a corrected Landlord's Statement nor constitute a release of Tenant's obligations to pay any amounts pursuant to such Statement unless such failure to deliver a

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corrected Statement continues for more than twenty-four (24) months after the end of the calendar year to which such Landlord's Statement pertains. Payments of Rent Adjustment Deposits shall be credited first against the Rent Adjustments due for the applicable Adjustment Year. During the calendar year in which the Lease terminates, Landlord may include in the Rent Adjustment Deposit its reasonable estimate of the Rent Adjustments which may not be finally determined until after the termination of this Lease. Tenant's obligation to pay the Rent Adjustments and Landlord's obligation to refund any overpayment of the Rent Adjustments, as the case may be, shall survive the expiration or termination of this Lease. Without limiting the generality of the preceding sentence, Landlord's obligation to refund any overpayment of Rent Adjustments to Tenant shall include paying to Tenant its share of any net refund of Taxes for any Adjustment Year with respect to which Tenant paid Taxes, even if such refund is received by Landlord after expiration or termination of the Term of this Lease.

4.3           BOOKS AND RECORDS

Landlord shall maintain books and records showing Operating Expenses and Taxes in accordance with sound accounting and management practices, consistently applied. Tenant or its representative (which representative shall be a certified public accountant licensed to do business in the state in which the Property is located) shall have the right, for a period of two (2) years following the date upon which Landlord's Statement (or corrected Statement pursuant to Section 4.2 above) is delivered to Tenant, to examine (which shall include the right to conduct, at Tenant's expense, an audit) the Landlord's books and records with respect to Operating Expenses and Taxes in order to audit such Statement during normal business hours, upon written notice, delivered at least three (3) business days in advance. If Tenant does not object in writing to such Statement within such two (2)-year period, specifying the nature of the item in dispute and the reasons therefor, then such Statement shall be considered final and accepted by Tenant. Any amount due to Landlord as shown on such Statement, whether or not disputed by Tenant as provided herein, shall be paid by Tenant when due as provided above, without prejudice to any such written exception, provided that any portion of the amount paid by Tenant under written protest which is later determined to be an overpayment shall be repaid to Tenant with interest at the Default Rate from the date of payment under protest.

Tenant shall cause any information obtained by Tenant or its representative pursuant to the aforesaid process to be kept confidential and shall not disclose, disseminate or distribute any such information without obtaining the express written approval of Landlord; provided, however, Tenant may disclose or disseminate such information to: (a) its partners and its and their employees, attorneys, agents and accountants who would ordinarily have access to such information in the normal course of the performance of their duties; (b) such third parties as Tenant may, in Tenant's discretion, deem reasonably necessary or desirable in connection with or in response to compliance with any Law or other governmental requirement; (c) any prospective purchaser, assignee or transferee of any equity interest in Tenant; or (d) any mortgagee of or any lender to Tenant or Tenant's partners. If within thirty (30) days after Tenant's timely objection to Landlord's Statement, Landlord and Tenant are not able to agree upon the amount of the Operating

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Expenses and Taxes in question, then the dispute shall be submitted for resolution to an Illinois licensed certified public accounting firm mutually and reasonably agreeable to both Landlord and Tenant. The decision of said firm shall be final and binding on both Landlord and Tenant, and shall take into account any adjustments referred to in Section 4.4 below. The fees and expenses of said firm shall be paid by Tenant; provided, however, if the decision of said firm is that the Landlord overstated the aggregate amount of the Operating Expenses and Taxes for an Adjustment Year by more than three percent (3%), then the fees and expenses of said firm, together with the reasonable fees and expenses of Tenant's certified public accounting firm in connection therewith and its audit, shall be borne by Landlord. If as finally determined (whether through agreement between Landlord and Tenant or through the decision of said firm), the amount of Operating Expenses and Taxes was either overstated or understated, there shall within thirty (30) days thereafter be an adjustment made between Landlord and Tenant so that in all events the Tenant has paid the correct Tenant's Share of Operating Expenses and Taxes.

4.4           PARTIAL OCCUPANCY

For purposes of determining the Rent Adjustments for any Adjustment Year if the Building is less than fully rented during all or a portion of such year, Landlord may make appropriate adjustments to the variable Operating Expenses (i.e., Operating Expenses which vary with the level of occupancy of the Building) for such Adjustment Year employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building been fully occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Adjustment Year; provided, however, in no event shall Landlord be entitled to receive in the aggregate from all Building tenants pass-throughs of Operating Expenses and Taxes that exceed the actual Operating Expenses and Taxes for an Adjustment Year or generate a profit to Landlord with respect thereto in excess of any permitted management fees. In the event any other tenant in the Building provides itself with a service which Landlord would supply under the Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant; provided, however, that Tenant shall not be required to pay more than it otherwise would if such other tenant were not providing its own service and Landlord were providing it.

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ARTICLE FIVE

INTENTIONALLY OMITTED

ARTICLE SIX

SERVICES

6.1           LANDLORD'S GENERAL SERVICES

(1)           So long as the Lease is in full force and effect, Landlord shall furnish the following services:

(a)           heat and air-conditioning in the Premises, Monday through Friday from 8:00 A.M. to 6:00 P.M., Saturday, from 8:00 A.M. to 1:00 P.M., excluding National Holidays, in accordance with the specifications set forth in Exhibit C, subject to compliance with all Laws; see Section 13 of the Rider for additional provisions concerning after-hours HVAC services;

(b)           hot and cold water for use in lavatories and cold water for water fountains (such lavatories and water fountains to be used by Tenant in common with other tenants on floors not fully occupied by Tenant) from the regular supply of the Building and cold water for use in any food preparation area;

(c)           cleaning and janitorial services in the Premises Monday through Friday, excluding National Holidays and any other holiday observed by the Building's cleaning contractors union, substantially in accordance with the cleaning specifications attached hereto as Exhibit E;

(d)           washing of the outside windows in the Premises four (4) times per year at intervals determined by Landlord;

(e)           automatic passenger elevator service in common with other tenants of the Building (without separate charge other than through costs included within Operating Expenses) and freight elevator service subject to reasonable scheduling by Landlord and, for after hours usage, payment of Landlord's standard charges consisting of Landlord's labor costs; Landlord further agrees that Landlord shall not reduce the number of automatic passenger elevators serving the Premises and that during non-business hours there shall not be less than two elevators serving the Premises; and

(f)           one (1) security guard stationed primarily in the lobby of the Building, one (1) roving security guard during non-business hours and a magnetic card reader located at said lobby station. Building tenants will be required to use their magnetic card (or suitable identification in absence thereof) in order to obtain access to the Building after business hours. Notwithstanding the foregoing,

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Landlord reserves the right to change the Building's security system so long as the system remains as good as that described herein and consistent with other first class office buildings in downtown Chicago. If Tenant wishes to coordinate its access system for the Premises with the Building magnetic access system, Landlord shall reasonably cooperate with Tenant in order accomplish such coordination, provided that all costs with respect thereto shall be paid by Tenant and Landlord shall not be required to incur any costs with respect to such coordination.

(2)           Wherever heat generating machines or equipment are used by Tenant in the Premises, the following additional provisions shall apply:

(a)           If the use of such machinery exceeds the limits established in Exhibit C thereby affecting the temperature otherwise maintained by the air-cooling system or whenever the occupancy or electrical load exceeds the standards set forth in Exhibit C, Landlord reserves the right to install or to require Tenant to install supplementary air-conditioning units in the Premises. Prior to requiring the installation of such supplementary units, Landlord shall notify Tenant of the problem and give Tenant a reasonable period to cure same. If supplementary air-conditioning units are installed, Tenant shall bear all reasonable costs and expenses related to the installation, maintenance and operation of such units; and

(b)           Intentionally omitted

(3)           Landlord agrees that the kinds and amount of services to be provided as part of Operating Expenses shall be commercially reasonable throughout the Term. Landlord agrees, annually at Tenant's request, to review with Tenant the then-current level of services for the Building in order to determine whether the aforesaid standard is being met.

(4)           The expenses included in Operating Expenses throughout the Term shall be commercially reasonable in type and amount. When it is commercially reasonable to do so, Landlord shall competitively bid items to be included within Operating Expenses. Upon Tenant's request, Landlord shall provide Tenant with reasonable evidence supporting the commercial reasonableness and competitiveness of any item included within Operating Expenses.

(5)           Subject to Landlord's approval, which shall not be unreasonably withheld, delayed or conditioned, Tenant may elect to provide the following building services to its Premises which would otherwise be provided by Landlord as set forth above:

(a)           cleaning and janitorial services, to be provided by union cleaning and janitorial workers, provided that Tenant's providing of such services does not disturb Landlord's labor relations with its own union labor providing cleaning and janitorial services, and

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(b)           purchase of lamps, bulbs, ballasts and starters, provided that the same shall be installed by Landlord and further provided that the cost of such installation charged to and paid by Tenant (or other tenants in the Building) shall be applied as a credit against Operating Expenses.

If Tenant so elects to provide such services, the costs of such services shall be excluded from Operating Expenses for the purposes of calculating Tenant's Share of Operating Expenses.

(6)           Tenant to be entitled to one hundred (100) tons of condenser water ("Tenant's Condenser Water") at Landlord's standard charges therefore from time to time; provided, however, that such standard charges (which are currently $98.65/ton/year) shall not increase over the prior year's charges by more than the actual increase in Landlord's direct costs (e.g., utilities, labor, chemicals and water not including depreciation) in supplying such condenser water and shall not include any profit to Landlord.

6.2           ELECTRICAL SERVICES

(1)           The electricity used during the performance of janitorial service within the Premises or the making of alterations or repairs in the Premises by Landlord shall be paid by Tenant. Subject to Section 6.1, Tenant also agrees to purchase from Landlord or its agents at competitive prices fixed by Landlord (provided that same are competitive with prices charged in other comparable highrise office buildings in downtown Chicago) for all tenants in the Building all lamps, bulbs, ballasts and starters used in the Premises. Landlord reserves the right, commencing on some future date, to provide electricity to Tenant and in such event Tenant agrees to purchase electricity from Landlord; provided that the cost of such electricity charged by Landlord is not greater than the cost of electricity charged by the lowest cost provider of electricity from which Tenant could otherwise purchase electricity and further provided that any additional costs (including, without limitation, breakaway fees, extra capital costs or other initial costs charged by such provider and not charged by Landlord or charged by Landlord and not by such provider) shall be taken into account in any such comparison of costs. Tenant shall make no alterations or additions to the electric equipment or systems without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned.

(2)           The Premises are separately metered and, subject to Landlord's reservation of its right to provide electricity as set forth in Section 6.2(1) above, Tenant shall make all necessary arrangements with the local utility company for furnishing, metering and paying for electricity furnished by it to Tenant and consumed on the Premises. Any changes to the existing metering (including without limitation, any changes required in connection with Tenant's occupancy of a partial floor) shall be at Tenant's expense.

6.3           ADDITIONAL AND AFTER-HOUR SERVICES

At Tenant's request, Landlord shall furnish additional quantities of any of the services or utilities specified in Section 6.1, if Landlord can reasonably do so, on the terms set forth

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herein. Tenant shall deliver to Landlord a written request for such additional services or utilities prior to 4:00 P.M. on Monday through Friday (except National Holidays) for service on those days, and prior to 4:00 P.M. on the last business day prior to Saturday, Sunday or a National Holiday. For services or utilities requested by Tenant and furnished by Landlord, Tenant shall pay to Landlord as a charge therefor Landlord's prevailing published rates for such services and utilities (subject to Section 13 of the Rider with respect to after-hours HVAC). If Tenant shall fail to make any such payment, Landlord may, upon notice to Tenant and in addition to Landlord's other remedies under this Lease, discontinue any or all of the additional services. See Section 13 of the Rider for additional provisions pertaining to after-hours HVAC.

6.4           PHONE SERVICES

All telegraph, telephone, and electric connections which Tenant may desire shall be first approved by Landlord in writing, before the same are installed, and the location of all wires and the work in connection therewith shall be performed by contractors approved by Landlord and shall be subject to the direction of Landlord, all such approvals to not be unreasonably withheld, delayed or conditioned. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and related wiring in the Premises, including, without limitation, any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and cables, and all costs incurred in connection with installation, hook-up and maintenance of telephone cables and related wiring outside of the Premises if such items exclusively serve the Premises. Except as provided in Section 6.5 below, Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant's employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing of any telephone service to the Premises and the Building.

6.5           DELAYS IN FURNISHING SERVICES

Tenant agrees that Landlord shall not be liable to Tenant for damages or otherwise, for any failure to furnish, or a delay in furnishing, any service when such failure or delay is occasioned, in whole or in part, by repairs, improvements or mechanical breakdowns, by the act or default of Tenant or other parties (except the negligence or wilful misconduct of Landlord or its agents, employees or contractors) or by an event of Force Majeure, provided Landlord acts diligently and reasonably under the circumstances to restore said service to the extent within Landlord's reasonable control. No such failure or delay shall be deemed to be an eviction or disturbance of Tenant's use and possession of the Premises, or relieve Tenant from paying Rent or from performing any other obligations of Tenant under this Lease.

Notwithstanding anything to the contrary in the Lease other than Articles 14 and 15, if: (a) any services required to be provided by Landlord hereunder are interrupted, and Tenant is unable to and does not use the Premises as a result of such interruption, and (b) Tenant shall

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have given written notice respecting such interruption to Landlord, and Landlord shall have failed to cure such interruption within five (5) consecutive days after receiving such notice, Monthly Base Rent and Rent Adjustment Deposits shall thereafter be abated until such services are restored or Tenant begins using the Premises again, whichever shall first occur. In addition, notwithstanding anything to the contrary in the Lease other than Articles 14 and 15, if any such interruption is not within Landlord's reasonable control (but Landlord shall promptly seek to cure such interruption to the extent reasonably practicable) and Landlord shall have failed to cure such interruption within 180 consecutive days after receiving such notice (or, if cure of such interruption is not reasonably possible within one hundred eighty (180) days, so long as Landlord has commenced to cure within such one hundred eighty (180) day period and is diligently proceeding to complete such cure), or if any such interruption is within Landlord's reasonable control (and Landlord shall promptly seek to cure such interruption to the extent reasonably practicable) and Landlord shall have failed to cure same within ninety (90) consecutive days after receiving such notice (or, if cure of such interruption is not reasonably possible within ninety (90) days, so long as Landlord has commenced to cure within such ninety (90)-day period and is diligently proceeding to complete such cure), then Tenant shall have the right to terminate this Lease by ten (10) days prior written notice to Landlord provided that such notice is given after expiration of the aforesaid 180-day or 90-day period (as applicable and as may be extended) and while such interruption is still continuing; provided, however, if such services are restored within said ten (10)-day period, Tenant's notice of termination shall be of no force and effect and this Lease shall continue. If any such interruption of services occurs, Landlord shall use reasonable efforts to reinstate or cause the reinstatement of such services as soon as practicable. Provided Landlord is not in breach of its obligations hereunder, such abatement and termination rights shall be Tenant's sole recourse in the event of an interruption of services required to be provided by Landlord hereunder. Notwithstanding anything contained herein to the contrary, if Landlord shall not have restored said service within 270 consecutive days of its termination without regard to Force Majeure and Tenant has been unable to and has not used the Premises during such 270-day period, Tenant may on five (5) days notice terminate this Lease unless said service is restored within said five (5)-day period.

ARTICLE SEVEN

POSSESSION, USE AND CONDITION OF PREMISES

7.1           POSSESSION AND USE OF PREMISES

(1)           Tenant shall be entitled to possession of the Premises when the Landlord Work is Substantially Complete. Tenant shall occupy and use the Premises only for the uses specified in Section 1.1(14). Tenant shall not occupy or use the Premises (or permit the use or occupancy of the Premises) for any purpose or in any manner which: (a) is unlawful or in violation of any Law; (b) may be dangerous to persons or property or which may increase the cost of (unless Tenant pays said increased costs), or invalidate, any policy of insurance carried on the Building or covering its operations; (c) is contrary to or prohibited by the terms and conditions of this Lease or the rules of the Building set forth in Article Eighteen; or (d) would tend to create or continue a nuisance.

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(2)           Tenant and Landlord shall each comply with all Environmental Laws concerning the proper storage, handling and disposal of any Hazardous Material with respect to the Property. Landlord shall have the right to treat the cost of compliance with Environmental Laws as a cost includible in Operating Expenses to the extent permitted in Section 1.3(21)(ee). Tenant shall not generate, store, handle or dispose of any Hazardous Material in, on, or about the Property without the prior written consent of Landlord, except that nothing herein shall prohibit Tenant from storing and using ordinary and customary office supplies and substances ordinarily and customarily used by public accounting, consulting or financial service firms in their business operations, provided that all of the foregoing shall be stored, used and disposed of in accordance with all applicable Laws. In the event that Tenant is notified of any investigation or violation of any Environmental Law arising from Tenant's activities at the Premises, Tenant shall immediately deliver to Landlord a copy of such notice. In such event or in the event Landlord reasonably believes that a violation of Environmental Law exists, Landlord may conduct such tests and studies relating to compliance by Tenant with Environmental Laws or the alleged presence of Hazardous Materials upon the Premises as Landlord deems desirable, all of which shall be completed at Tenant's expense if a violation of Tenant's environmental obligations hereunder is found. Landlord's inspection and testing rights are for Landlord's own protection only, and Landlord has not, and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with Environmental Laws, as a result of the exercise, or non-exercise of such rights. Tenant shall indemnify, defend, protect and hold harmless the Indemnitees from any and all loss, claim, expense, liability and cost (including attorneys' fees) arising out of or in any way related to the presence of any Hazardous Material introduced to the Premises during the Term by Tenant, its agents, employees, contractors, invitees or any other parties acting by, through or on behalf of Tenant. If any Hazardous Material is released, discharged or disposed of on or about the Property and such release, discharge or disposal is not caused by Tenant or other occupants of the Premises, or their employees, agents or contractors, such release, discharge or disposal shall be deemed casualty damage under Article Fourteen to the extent that the Premises are affected thereby; in such case, Landlord and Tenant shall have the obligations and rights respecting such casualty damage provided under such Article.

(3)           Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA") establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises and the Building depending on, among other things: (a) whether such requirements are "readily achievable"; and (b) whether a given alteration affects a "primary function area" or triggers "path of travel" requirements. Except as otherwise provided in Attachment 1 of Exhibit B, the parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the Common Areas, except as provided below; (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises under or in connection with this Lease, and (c) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title III "path of travel"

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requirements triggered by alterations in the Premises. Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant's employees within the Premises.

7.2           LANDLORD ACCESS TO PREMISES

(1)           Tenant shall permit Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises, so long as Tenant's use, layout or design of the Premises is not materially affected or altered and so long as such installations are behind the walls and above the drop ceiling. Landlord or Landlord's agents shall have the right to enter upon the Premises in the event of an emergency, or to inspect the Premises, to perform janitorial and other services, to conduct safety and other testing in the Premises (including without limitation such inspections, tests and studies as Landlord may deem desirable or necessary to confirm Tenant's compliance with all Laws or for other purposes necessary in Landlord's reasonable judgment to ensure the sound and safe condition of the Building and the systems serving the Building) and to make such repairs, alterations, improvements or additions to the Premises or the Building as Landlord may deem necessary or desirable. Janitorial and cleaning services shall be performed after normal business hours. In connection therewith, Landlord shall, if permitted by Tenant (such permission not to be unreasonably withheld, delayed or conditioned), be allowed to store on the Premises in locations designated by Tenant all necessary supplies and materials at Landlord's risk. Any entry or work by Landlord may be during normal business hours provided that Landlord shall use reasonable efforts to ensure that any entry or work shall not materially interfere with Tenant's occupancy of the Premises. All entries by Landlord, its agents, employees or contractors shall be after two (2) business days' prior written notice from Landlord to Tenant, except in emergency situations as reasonably determined by Landlord, and except for janitorial services. Notwithstanding any other provision of this Lease to the contrary, the parties agree and acknowledge that, except in case of an emergency, no access by Landlord, its agents, employees or contractors shall occur within any secured area of the Premises outside the company of an authorized Tenant representative, and Landlord shall have no obligations with respect to such secured areas unless and until Tenant provides Landlord with access to such areas.

(2)           If Tenant shall not be personally present to permit an entry into the Premises when for any reason an entry therein shall be necessary or permissible, then subject to clause (1) above, Landlord (or Landlord's agents), after attempting to notify Tenant (unless Landlord believes an emergency situation exists, and except for janitorial services), may enter the Premises without rendering Landlord or its agents liable therefor (if during such entry Landlord or Landlord's agent shall accord reasonable care to Tenant's property), and without relieving Tenant of any obligations under this Lease.

(3)           Landlord's rights under this Section 7.2(3) are for Landlord's own protection only, and Landlord has not and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with Laws as a result of the exercise or non-exercise of such rights.

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(4)           Landlord may do any of the foregoing, or undertake any of the inspection or work described in the preceding paragraphs without such action constituting an actual or constructive eviction of Tenant, in whole or in part, or giving rise to an abatement of Rent by reason of loss or interruption of business of Tenant, or otherwise, except as follows: If any actions by Landlord pursuant to this Section 7.2 substantially interfere with the operation of Tenant's business such that Tenant is unable to and does not use all or any part of the Premises as a result of Landlord's actions, such actions are not the result of any default by Tenant under this Lease and Tenant shall have given written notice of such interference to Landlord and Landlord shall have failed to cure such interference within three (3) consecutive days after receiving such notice from Tenant, then Monthly Base Rent and Rent Adjustment Deposits shall thereafter be abated (prorated on a per square foot basis if Tenant is not using only a part of the Premises) until Tenant is again able to use the entire Premises. Landlord acknowledges and agrees that the aforesaid abatement is not Tenant's sole and exclusive remedy and that Tenant reserves any and all other legal or equitable remedies available to it with respect to actions by Landlord pursuant to this Section which are also a default by Landlord under this Lease; provided, however, that in no event shall Tenant be entitled to recover any damages from Landlord for matters for which Tenant carries insurance or is required to carry insurance under this Lease.

7.3           QUIET ENJOYMENT

Landlord covenants that so long as Tenant is in compliance with the covenants and conditions set forth in this Lease, Tenant shall have the right to quiet enjoyment of the Premises without hindrance or interference from Landlord or those claiming through Landlord, subject to the rights of any Mortgagee or ground lessor to which this Lease is subordinated pursuant to Section 23.1

ARTICLE EIGHT

MAINTENANCE

8.1           LANDLORD'S MAINTENANCE

Subject to the provisions of Articles Fourteen, Fifteen, Sixteen and Seventeen, Landlord shall maintain and make necessary repairs to the foundations, roofs, elevators, exterior walls, exterior glass and the structural elements of the Building, the electrical, plumbing, heating, ventilation and air-conditioning systems of the Building and the public corridors, washrooms and lobby of the Building, and all other Common Areas of the Property, except that: (a) Landlord shall not be responsible for the maintenance or repair of any floor coverings or wall coverings in the Premises, or any of such systems which are located within the Premises and are supplemental or special to the Building's standard systems and were either installed by Tenant due to its requirements or were existing in the Premises as of the date Tenant took possession thereof and which continue to be used by Tenant; and (b) the cost of performing any of said maintenance or repairs whether to the Premises or to the Building caused by the negligence of Tenant, its

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employees, agents, servants, licensees, subtenants, contractors or invitees (provided that such invitees are within the Premises), shall be paid by Tenant. Landlord shall not be liable to Tenant for any expense, injury, loss or damage resulting from work done in or upon, or the use of, any adjacent or nearby building, land, street, or alley. Subject to Section 8.2, Landlord shall keep and maintain the Building and the Property in good order, condition and repair, in accordance with all Laws and in a manner consistent with first class office buildings in downtown Chicago of similar age. Landlord shall comply with all laws of general application affecting the Common Areas of the Property or the Premises to the extent that such compliance is not Tenant's responsibility under this Lease.

8.2           TENANT'S MAINTENANCE

Subject to the provisions of Articles Fourteen, Fifteen, Sixteen and Seventeen, Tenant, at its expense, shall keep and maintain the Premises and all Tenant Additions in good order, condition and repair and in accordance with all Laws, except that Tenant shall not be required to make any structural repairs, structural improvements or structural alterations to the Premises unless such are required as a result of any Tenant Additions or Tenant's specific manner of use of the Premises. Tenant shall not permit waste and shall promptly and adequately repair all damages to the Premises and replace or repair all damaged or broken glass in the interior of the Premises, fixtures or appurtenances, unless caused by Landlord or its agents, employees or contractors. Any repairs or maintenance shall be completed with materials of similar quality to the original materials, all such work to be completed under the supervision of Landlord, but without charge to Tenant for such supervision. Any such repairs or maintenance shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. If Tenant fails to perform any of its obligations set forth in this Section 8.2, and such failure is not due to Force Majeure, then after notice as provided in Section 11.2(2), Landlord may, in its sole discretion, unless Tenant commences performance within said notice period, perform the same, and Tenant shall pay to Landlord any costs or expenses incurred by Landlord upon demand. Notwithstanding the preceding sentence, in cases of emergency, Landlord may, in its sole discretion (regardless of Force Majeure and without notice to Tenant) perform any obligation which Tenant has failed to perform, and Tenant shall pay to Landlord any costs or expenses incurred by Landlord upon demand.

ARTICLE NINE
ALTERATIONS AND IMPROVEMENTS

9.1           TENANT'S ALTERATIONS AND ADDITIONS

(1)           The following provisions shall apply to the completion of any Tenant Alterations:

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(a)           Tenant shall not, except as provided herein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed make or cause to be made any Tenant Alterations in or to the Premises or any Building systems serving the Premises. Landlord shall, at the time it gives any such consent, indicate whether or not it shall require the removal of any such Tenant Alterations consisting of computer floors, new stairwells and staircases, specialty plumbing, supplemental cooling units, bracing of floors, any structural alterations, vaults, safes, or any other non-standard office Tenant Alterations (but specifically excluding white noise systems, voice/date risers, cabling (except as otherwise provided in Section 19 of the Rider with respect to cabling), wall coverings, floor coverings and lights) upon surrender of the Premises by Tenant. Landlord shall be deemed to have required the removal of any Tenant Alteration containing materials which, as of the Termination Date, are Hazardous Materials requiring remediation under applicable Laws, as provided in Section 12.1. Prior to making any Tenant Alterations, Tenant shall give Landlord ten (10) days prior written notice (or such earlier notice as would be necessary pursuant to applicable Law) to permit Landlord sufficient time to post appropriate notices of non-responsibility. Subject to all other requirements of this Article Nine, Tenant may undertake Decoration work without Landlord's prior written consent. Tenant shall furnish Landlord with the name and address of its general contractor. All Tenant Alterations shall be performed in accordance with such reasonable construction rules and regulations as Landlord may from time to time make and such building standard requirements as Landlord may from time to time establish (such rules and regulations and building standard requirements not to be applied in a discriminatory manner against Tenant; the current construction rules and regulations and building standard requirements being attached to Exhibit B as Attachments 3 and 2, respectively) and only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. Tenant shall be deemed to be in compliance with any building standard requirements established by Landlord if the materials and procedures used by Tenant equal or exceed (in Landlord's sole judgment) the quality levels set forth in such building standards. Landlord may further condition its consent where consent is required upon Tenant furnishing to Landlord and Landlord approving prior to the commencement of any work or delivery of materials to the Premises related to the Tenant Alterations such of the following as specified by Landlord: architectural plans and specifications, opinions from engineers reasonably acceptable to Landlord (if such plans, specifications or opinions are necessary in Landlord's reasonable opinion) stating that the Tenant Alterations will not in any way adversely affect the Building's systems, including, without limitation, the mechanical, heating, plumbing, security, ventilating, air-conditioning, electrical, and the fire and life safety systems in the

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Building, necessary permits and licenses, certificates of insurance, and such other documents reasonably required in connection with the Tenant Alterations in such form reasonably requested by Landlord. Landlord may, in the exercise of reasonable judgment, where the total cost of such Tenant Alterations is reasonably estimated to be more than one-twentieth (1/20th) of Tenant's net worth at the time of such Tenant Alterations, request that Tenant provide Landlord with appropriate evidence of Tenant's ability to complete and pay for the completion of the Tenant Alterations such as a letter of credit or funded construction escrow with an escrow agent reasonably satisfactory to both parties. Upon completion of the Tenant Alterations, Tenant shall deliver to Landlord an as-built mylar and digitized (if available) set of plans and specifications for the Tenant Alterations.

(b)           Tenant shall pay the cost of all Tenant Alterations and the cost of decorating the Premises and any work to the Building occasioned thereby. In connection with completion of any Tenant Alterations, Tenant shall pay Landlord the actual reasonable out-of-pocket expenses (i.e., payments to third parties unaffiliated with Landlord or Landlord's managing agent) incurred by Landlord in connection with all Tenant Alterations, including without limitation Landlord's expenses incurred in examination and approval of architectural and mechanical plans and specifications and Landlord's inspection, supervision, coordination and administration of the Tenant Alterations (provided, however, that such payment to Landlord for the foregoing expenses shall not exceed one percent (1%) of the hard construction costs of the Tenant Alterations being performed), and Tenant shall pay all elevator and hoisting charges at Landlord's then standard rate. In no event shall Landlord's supervision or right to supervise by Landlord nor shall any examinations or approvals made or given by Landlord under this Lease constitute any warranty by Landlord to Tenant of the adequacy of the design, workmanship or quality of such plans, work or materials for Tenant's intended use or of compliance with the requirements of Section 9.1(l)(c) below or impose any liability upon Landlord in connection with the performance of such work. Upon completion of Tenant Alterations, Tenant shall furnish Landlord with contractors' affidavits and full and final waivers of lien covering all labor and materials expended and used in connection therewith and such other reasonable documentation that a major title company would require in order to provide title insurance against liens arising out of such Tenant Alterations.

(c)           Tenant agrees to complete all Tenant Alterations (i) in accordance with all Laws, all requirements of applicable insurance companies and in accordance with Landlord's standard construction rules and regulations, and (ii) in a good and workmanlike manner with the use of good grades of materials. Tenant shall notify Landlord immediately if Tenant receives any notice of violation of any Law in connection with completion of any Tenant Alterations and shall immediately take such steps as are necessary to remedy such violation.

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(2)           Except for furniture, trade fixtures and personal property, all Tenant Additions paid for by Landlord or with the Improvement Allowance, whether installed by Landlord or Tenant, shall, to the extent so paid, without compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and shall remain in the Premises, unless pursuant to Article Twelve or elsewhere in this Lease, Tenant may remove them or is required to remove them at Landlord's request. Landlord shall be entitled to depreciate such Tenant Additions during the Term of this Lease. Any Tenant Addition paid for by Tenant shall become Landlord's at the expiration or earlier termination of the Term and shall be depreciated by Tenant.

9.2           LIENS

Tenant shall not permit any lien or claim for lien of any mechanic, laborer or supplier or any other lien to be filed against the Building, the Land, the Premises, or any part thereof arising out of work or services performed, or alleged to have been performed by, or at the direction of, or on behalf of Tenant. If any such lien or claim for lien is filed, Tenant shall within ten (10) business days of receiving notice of such lien or claim (a) have such lien or claim for lien released of record or (b) deliver to Landlord a bond in form, content, amount, and issued by surety or title company, satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnitees against all costs and liabilities resulting from such lien or claim for lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to take any of the above actions, Landlord, without investigating the validity of such lien or claim for lien, may pay or discharge the same and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord's expenses and reasonable attorneys' fees.

ARTICLE TEN
ASSIGNMENT AND SUBLETTING

10.1           ASSIGNMENT AND SUBLETTING

(1)           Without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, as to a proposed sublease of all or a part of the Premises or the assignment of this Lease, Tenant shall not sublease any portion or all of the Premises or assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant's interest therein, in whole or in part, by operation of law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant or an Affiliate. If Tenant desires to enter into any sublease of the Premises or any part thereof or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord ("Tenant's Notice"), together with the identity (if known) of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be

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sublet and the space retained by Tenant must each be a Marketable Unit (as hereinafter defined) as reasonably determined by Landlord and otherwise in compliance with all Laws. The term "Marketable Unit" shall mean one which is regular in shape with adequate window-line (i.e., adequate frontage on exterior wall of Building), access to a Common Area corridor and containing at least 1,200 rentable square feet. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment within twenty (20) days or its decision to exercise its rights under Section 10.2 within ten (10) business days after receipt of Tenant's Notice (and all required information). In no event may Tenant assign this Lease to any other tenant or occupant of the Building unless Landlord has no expansion space in the Building of the necessary size available for such tenant or occupant. Tenant shall have the right, subject to the other terms and conditions of this Section 10, to sublease up to one (1) full floor of the Premises to a tenant or tenants or an occupant or occupants of the Building, provided that any such subleased space shall be in not less than one-half (1/2) floor increments. In no event may Tenant sublease any other portion of the Premises to any other tenant or occupant of the Building unless Landlord has no expansion space in the Building of the necessary size available for such tenant or occupant. Tenant shall submit for Landlord's approval (which approval shall not be unreasonably withheld) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

(2)           In making its determination of whether to consent to any proposed sublease or assignment, Tenant agrees that it shall be reasonable for Landlord to take into consideration,without limitation as to other possible reasons for reasonably granting or withholding consent, the business reputation and credit-worthiness of the proposed subtenant or assignee; the intended use of the Premises by the proposed subtenant or assignee; whether the nature of the business conducted by such subtenant or assignee would be deleterious to the reputation of the Building or Landlord; the estimated pedestrian traffic in the Premises and the Building which would be generated by the proposed subtenant or assignee, whether the proposed assignee or subtenant is a department, representative or agency of any governmental body, foreign or domestic; and, with respect only to assignments, any other reasonable factors which Landlord deems relevant. Notwithstanding the foregoing: (a) Landlord agrees not to unreasonably withhold its consent to an assignment or sublease to a school or U.S. government agency if such school or government agency is a high-end, professional organization; and (b) Landlord agrees not to withhold its consent to any sublease solely on the basis of the subtenant's financial condition. Tenant further agrees that it shall be reasonable for Landlord not to consent to any proposed (a) sublease of the Premises or assignment of the Lease if a Default then exists under the Lease, or (b) assignment of the Lease which would assign less than Tenant's entire interest in this Lease and the Premises. In the event Landlord wrongfully withholds its consent to any proposed sublease of the Premises or assignment of the Lease, then, unless Tenant can prove that Landlord acted in bad faith, Tenant's sole and exclusive remedy therefor shall be to seek specific performance of Landlord's obligations to consent to such sublease or assignment. Any dispute between Landlord and Tenant concerning whether or not Landlord has wrongfully withheld its consent to any proposed assignment or sublease shall, if Tenant elects to contest Landlord's decision, be resolved by arbitration as follows:

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Within two (2) business days after Landlord notifies Tenant that Landlord is refusing its consent to a proposed assignment or sublease, Tenant shall have the right to notify Landlord that Tenant is exercising its right to submit Landlord's decision to arbitration on the terms and conditions set forth herein. Within three (3) business days after Tenant notifies Landlord that Tenant is exercising its right to arbitration, Landlord and Tenant, at their respective expense, shall each cause an independent real estate broker with not less than ten years of office leasing experience in the downtown Chicago market and then actively engaged in the real estate brokerage business in such area to make a determination as to whether or not Landlord acted wrongfully and in bad faith, said determination to be made within five (5) business days of their appointment by Landlord and Tenant, respectively. In the event that the brokers disagree, then the two brokers shall select a third broker with the aforesaid qualifications within two (2) business days, the fees and expenses of which third broker shall be paid fifty percent (50%) by Landlord and fifty percent (50%) by Tenant. If the two brokers cannot agree upon a third broker within said two (2)-day period, then either Landlord or Tenant may request that one be appointed by the local office of the American Arbitration Association. Said third broker shall, within two (2) business days of his selection (or appointment, as applicable), make a determination as to whether or not Landlord acted wrongfully and in bad faith. The determination of the majority of the three (3) brokers made in accordance with the foregoing shall be final and binding on Landlord and Tenant.

(3)           If Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, condition or delay its consent to a subletting or assignment under this Section 10.1. Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed subtenant and assignee with respect to the Premises. In addition, any such subtenant or assignee shall execute such document as Landlord may reasonably require to evidence such assignee's acceptance and assumption of such obligations and liabilities or such subtenant's agreement that its sublease is subject to the terms and conditions of this Lease. Landlord's approval of a sublease or assignment shall not constitute a waiver of Landlord's right to consent to further assignments or subleases.

(4)           For purposes of this Article Ten, an assignment shall be deemed to include a change in the majority control of Tenant, resulting from any transfer, sale or assignment of shares of stock or membership interests of Tenant occurring by operation of law or otherwise if Tenant is a corporation or limited liability company whose shares of stock or membership interests are not traded publicly; provided, however, that the foregoing shall not apply to KPMG Peat Marwick LLP or any Affiliate thereof. If Tenant is a partnership, any change in the partners of Tenant resulting in a change in control of Tenant shall be deemed to be an assignment. "Control," as used in this Section 10.1(4), shall mean the ownership, direct or indirect, of the power to direct or cause the direction of the management and policies of Tenant, whether through the ownership of voting securities, membership interests or partnership interests, by contract or otherwise.

(5)           Notwithstanding anything to the contrary contained in this Article Ten, Tenant shall have the right, without the prior written consent of Landlord (but upon prior written notice to Landlord), to sublease the Premises or to assign this Lease to an Affiliate.

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(6)           Tenant shall pay all of Landlord's reasonable out-of-pocket costs (including, without limitation, attorneys' fees), not to exceed $500, in connection with any proposed assignment or sublease requiring Landlord's consent.

(7)           Any approved sublease or assignment and any sublease or assignment not requiring Landlord's approval as provided herein shall be expressly subject to the terms and conditions of this Lease, including the right to further assign the Lease or sublease all or part of the Premises subject to Landlord's consent, which shall not be unreasonably withheld, conditioned or delayed.

10.2           RECAPTURE

Except as provided in Section 10.1(5), Landlord shall have the option, exercisable by written notice to Tenant (the "Recapture Notice") within ten (10) business days after Landlord's receipt of each Tenant's Notice, to exclude from the Premises covered by this Lease ("Recapture"), all or part of the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment; provided, however, that if Tenant withdraws its Tenant's Notice within ten (10) days after Tenant's receipt of the Recapture Notice, then the Recapture Notice shall be null and void. If Landlord elects to recapture and Tenant has not withdrawn its Tenant's Notice, Tenant shall surrender possession of the space proposed to be recaptured (the "Recapture Space") to Landlord on the effective date of recapture of such space from the Premises such date being the Termination Date for such space. In the event that Landlord exercises its recapture right as set forth herein with respect to a portion of the Premises proposed to be assigned or subleased, such Recapture Space must be contiguous and in quarter-floor increments, the number of such increments to be specified by Landlord, but the location of such increments and the Recapture Space shall be specified by Tenant. For example, if Tenant notifies Landlord that four (4) floors will be subleased and Landlord exercised its recapture right as to two (2) contiguous floors, then Tenant shall decide which two (2) contiguous floors will constitute the Recapture Space. In the event that Landlord recaptures a partial floor, Landlord shall perform or cause to be performed all Demising Work, at Landlord's expense. Effective as of the date of recapture of any portion of the Premises pursuant to this section, the Monthly Base Rent, Rentable Area of the Premises and Tenant's Share shall be adjusted accordingly.

Notwithstanding the preceding paragraph to the contrary, Landlord shall not have the recapture rights set forth in this Section 10.2 in the event of a sublease if: (1) the sublease is for five (5) years or less, unless the term of the sublease is for the then balance of the Term (including any renewal terms, the rights to which have then been exercised by Tenant), regardless of the size of the proposed sublease premises, or (2) the proposed sublease premises, together with all other portions of the Premises then being subleased by Tenant and all Excess Rent Sharing Space, is less than the lesser of 50,000 square feet or 25% of the Premises, regardless of the duration of the proposed sublease. If Landlord Recaptures any space as a result of a proposed sublease, such Recapture shall only be for a period of time equal to the term of the proposed sublease (regardless of whether or not Landlord actually leases the Recapture Space to the proposed subtenant) and

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such space shall again become part of the Premises (and Excess Rent Sharing Space) upon expiration of such time period.

10.3           EXCESS RENT

Tenant shall pay Landlord on the first day of each month during the term of any sublease or assignment, forty percent (40%) of the amount ("Excess Rent") by which the sum of all rent and other consideration (direct or indirect) received from the subtenant or assignee for such month exceeds: (a) that portion of the Monthly Base Rent and Rent Adjustments due under this Lease for said month which is allocable to the space sublet or assigned; and (b) the following costs and expenses for the subletting or assignment of such space allocable to said month: (i) brokerage commissions and attorneys' fees and expenses; (ii) advertising for subtenants or assignees; (iii) the actual costs paid in making any improvements or substitutions in the Premises required by any sublease or assignment; (iv) costs of any inducements or concessions given to subtenant or assignee, such as moving costs; (v) costs of unamortized Tenant Alterations paid for by Tenant as of the date that the assignment or sublease commences; and (vi) any other reasonable out-of-pocket costs of Tenant in obtaining a subtenant or assignee. All such costs will be amortized (inclusive of interest at a rate no higher than 10% per annum) on a monthly basis over the term of the sublease or assignment pursuant to sound accounting principles. Tenant shall have the right to sell any of its trade fixtures, furniture and equipment to a subtenant or assignee pursuant to a separate agreement and Landlord shall not be entitled to any of the proceeds of such sale.

With respect to Recapture Space which is also Excess Rent Sharing Space, Landlord shall pay Tenant on the first day of each month during that portion of the term of any lease or leases of such space (excluding any options to extend the term of such lease(s)) which fall(s) within the Term of this Lease, sixty percent (60%) of the Excess Rent received by Landlord from the tenant under any such lease. If at the time Landlord Recaptures any space pursuant to Section 10.2, the remainder obtained by subtracting (i) the sum of the aggregate rentable square footage of the Premises which is subject to a sublease or has been assigned (without Recapture), plus the aggregate rentable square footage of the then existing Excess Rent Sharing Space (excluding the Recapture Space in question), from (ii) the lesser of 25% of the Premises (including assigned portions) or 50,000 rentable square feet, is a positive number, then that positive number of rentable square feet of such Recapture Space (up to such entire Recapture Space) will be deemed to be "Excess Rent Sharing Space." For example, if Tenant has previously sublet a total of 40,000 rentable square feet to various subtenants, and now wants to sublease an additional 25,000 rentable square feet, but Landlord exercises its right to Recapture the entire 25,000 rentable square feet, then 10,000 of the 25,000 rentable square feet of such Recapture Space would be Excess Rent Sharing Space. However, for purposes hereof, Excess Rent will be calculated for such a space on a proportionate basis taking into account all rentals and expenses, etc. described above for the entire 25,000 rentable square feet. So Tenant would receive sixty percent (60%) of forty percent (40%), or twenty-four percent (24%), of the aggregate Excess Rent for the entire 25,000 rentable square feet.

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The Recapture by Landlord of any Excess Rent Sharing Space which Tenant had proposed to sublease shall only be for a period of time equal to the term of the proposed sublease (regardless of whether or not Landlord actually leases the Recapture Space to the proposed subtenant) and such space shall again become part of the Premises (and Excess Rent Sharing Space) upon expiration of such time period.

10.4           TENANT LIABILITY

In the event of any sublease or assignment, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any liability arising from the exercise of any renewal or expansion option; provided, however, if Landlord exercises its recapture right, then Tenant shall be released from those liabilities arising during or attributable to the recapture period. Subject to Section 10.1(6), if Tenant requests Landlord's consent to any such sublease or assignment, Tenant shall pay all reasonable attorneys' fees and expenses incurred by Landlord with respect to such assignment or sublease, not to exceed $500. In addition, if Tenant has any options to extend the term of this Lease or to add other space to the Premises, such options shall not be available to any subtenant or assignee, directly or indirectly without Landlord's express written consent, except as otherwise provided in Section 10.6 below.

10.5           ASSUMPTION AND ATTORNMENT

If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument reasonably satisfactory to Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein, Tenant shall, at Landlord's option, either at the time that Tenant and any subtenant enter into such sublease or within fifteen (15) days following any request by Landlord made during the term of the sublease, obtain and furnish to Landlord the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord and will pay all subrent directly to Landlord, provided Landlord agrees, at its sole option, to recognize said subtenant as a direct tenant of Landlord.

10.6           TRANSFERABILITY OF RIGHTS

The options set forth in the Rider and the rights set forth in Sections 3, 4, 16 and 17 of the Rider are personal to Tenant and any single assignee of Tenant's entire interest in this Lease which is an Affiliate of Tenant, and may not be transferred to and exercised by any other assignee or sublessee. However, no assignment or subleases made by Tenant shall affect or impair the exercise by KPMG Peat Marwick LLP of any termination right set forth in Section 10 of the Rider or any reduction right set forth in Section 9 of the Rider. Notwithstanding the foregoing to the contrary, Tenant's renewal rights as set forth in Section 6 of the Rider shall be transferable by Tenant to any assignee of Tenant's entire interest in this Lease or to a subtenant of more than 150,000 rentable square feet of the Premises.

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ARTICLE ELEVEN

DEFAULT AND REMEDIES

11.1           EVENTS OF DEFAULT

The occurrence or existence of any one or more of the following shall constitute a "Default" by Tenant under this Lease:

(1)           Tenant fails to pay any installment or other payment of Rent when due including without limitation Monthly Base Rent, Rent Adjustment Deposits or Rent Adjustments and such failure continues for five (5) days after written notice thereof to Tenant;

(2)           Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease or the Workletter and fails to cure such default within thirty (30) days after written notice thereof to Tenant or, if such cure is not reasonably possible within thirty (30) days, if Tenant fails to commence such cure within such 30-day period and thereafter to diligently prosecute such cure to completion (unless the default involves a hazardous condition, which shall be cured forthwith);

(3)           the interest of Tenant in this Lease is levied upon under execution or other legal process;

(4)           a petition is filed by or against Tenant to declare Tenant bankrupt or seeking a plan of reorganization or arrangement under any Chapter of the Bankruptcy Code, or any amendment, replacement or substitution therefor, or to delay payment of, reduce or modify Tenant's debts, which in the case of an involuntary action is not discharged or stayed within sixty (60) days;

(5)           Tenant is declared insolvent by law or any assignment of Tenant's property is made for the benefit of creditors;

(6)           a receiver is appointed for Tenant or Tenant's property, which appointment is not discharged or stayed within sixty (60) days;

(7)           Intentionally omitted;

(8)           upon the dissolution of Tenant, if Tenant is a corporation or other entity other than a partnership or limited liability partnership, unless in either case Tenant is immediately reconstituted, or upon the winding-up or liquidation of Tenant, if Tenant is a partnership or limited liability partnership.

11.2           LANDLORD'S REMEDIES

(1)           If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth, which shall be distinct and cumulative: (a) Landlord may terminate this Lease by giving

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Tenant no less than a five (5) day notice of Landlord's election to do so, in which event, the Term of this Lease shall end and all of Tenant's rights and interests shall expire on the date stated in such notice; (b) Landlord may terminate Tenant's right of possession of the Premises without terminating this Lease by giving notice to Tenant that Tenant's right of possession shall end on the date specified in such notice; or (c) Landlord may enforce the provisions of this Lease and may enforce and protect the rights of the Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, including recovery of all monies due or to become due for the balance of the Term from Tenant under any of the provisions of this Lease. Landlord agrees that any right of distraint which it has with respect to Tenant's property within the Premises shall be exercised in accordance with Illinois law, shall be exercised only with respect to property located within the Premises and any Storage Space subject to this Lease and not to property at any other location and shall not, in any event, apply to Tenant's client files, client records or other client work product.

(2)           In the event that Landlord terminates the Lease, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty, the present value (utilizing a discount rate equal to four percent (4%) less than the Default Rate) of Rent for the balance of the Term, plus all Landlord's reasonable and necessary expenses of reletting, including without limitation, repairs, alterations, improvements, additions, decorations, legal fees and brokerage commissions (collectively, the "Reletting Expenses"), less the present value (utilizing a discount rate equal to four percent (4%) less than the Default Rate) of Monthly Base Rent and Rent Adjustments at the then Prevailing Market as defined in Section 6(c)(ii) of the Rider reasonably projected to be received from a new tenant for the Premises for the balance of the Term commencing twelve (12) months after such termination (such twelve (12)-month period being the agreed upon presumed "down time" during which it is deemed that Landlord will prepare the Premises and market it and will not be receiving rent). Notwithstanding the foregoing, Tenant shall never be entitled to a payment from Landlord pursuant to the preceding sentence.

(3)           In the event Landlord proceeds pursuant to subparagraph (l)(b) above, Landlord shall use reasonable efforts to relet the Premises, or any part thereof for the account of Tenant, for such rent and term and upon such terms and conditions as are reasonably acceptable to Landlord in accordance with Illinois law regarding a landlord's duty to mitigate its damages. For purposes of such reletting, Landlord is authorized to decorate, repair, alter and improve the Premises to the extent reasonably necessary. If the Premises are relet and the consideration realized therefrom after payment of all Landlord's Reletting Expenses, is insufficient to satisfy the payment when due of Rent reserved under this Lease for any monthly period, then Tenant shall pay Landlord upon demand any such deficiency monthly. If such consideration is greater than the amount necessary to pay the full amount of the Rent, the full amount of such excess shall be retained by Landlord and shall in no event be payable to Tenant, but shall apply to future Rent obligations of Tenant until such obligations are paid in full; any excess thereafter shall be retained by Landlord for its own account. Tenant agrees that Landlord may file suit to recover any sums due to Landlord hereunder from time to time and that such suit or recovery of any amount due

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Landlord hereunder shall not be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord.

(4)           In the event a Default occurs, Landlord may, at Landlord's option and in accordance with applicable Law, enter into the Premises, remove Tenant's property, fixtures, furnishings, signs and other evidences of tenancy, and take and hold such property; provided, however, that such entry and possession shall not terminate this Lease or release Tenant, in whole or in part, from Tenant's obligation to pay the Rent reserved hereunder for the full Term or from any other obligation of Tenant under this Lease. Any and all property which may be removed from the Premises by Landlord pursuant to the authority of the Lease or Law, to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all reasonable expenses incurred in such removal and all storage charges against such property so long as the same shall be in the Landlord's possession or under the Landlord's control. Any such property of Tenant not retaken from storage by Tenant within thirty (30) days after the Termination Date, shall be conclusively presumed to have been conveyed by Tenant to Landlord under this Lease as a bill of sale without further payment or credit by Landlord to Tenant but the aforesaid shall not apply to Tenant's client files, client records or client work product which shall remain Tenant's property.

11.3           ATTORNEY'S FEES

Each unsuccessful party ("First Party") shall pay, upon demand, all costs and expenses, including reasonable attorneys' fees, incurred by the successful party ("Second Party") in enforcing First Party's performance of its obligations under this Lease, or resulting from First Party's default which continues uncured past applicable notice and cure periods, or incurred by Second Party in any litigation, negotiation or transaction in which First Party causes Second Party, without Second Party's fault, to become involved or concerned.

11.4           BANKRUPTCY

The following provisions shall apply in the event of the bankruptcy or insolvency of Tenant:

(1)           In connection with any case under Chapter 7 of the Bankruptcy Code where the trustee of Tenant elects to assume this Lease for the purposes of assigning it, such election or assignment, may only be made upon compliance with the provisions of (2) and (3) below, which conditions Landlord and Tenant acknowledge to be commercially reasonable. In the event the trustee elects to reject this Lease then Landlord shall immediately be entitled to possession of the Premises and this Lease shall terminate.

(2)           Any election to assume this Lease in a case under Chapter 11 of the Bankruptcy Code by Tenant as debtor-in-possession or by Tenant's trustee (the "Electing Party") must provide for:

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The Electing Party to cure or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease within fifteen (15) days from the date of assumption and it will cure all nonmonetary defaults under this Lease within thirty (30) days from the date of assumption, except those non-monetary defaults listed in Section 365(b)(2) of the Bankruptcy Code. Landlord and Tenant acknowledge such condition to be commercially reasonable.

(3)           If the Electing Party has assumed this Lease or elects to assign Tenant's interest under this Lease to any other person, such interest may be assigned only if the intended assignee has provided adequate assurance of future performance (as herein defined), of all of the obligations imposed on Tenant under this Lease.

For the purposes hereof, "adequate assurance of future performance" means that:

(a)           The assignee has submitted to Landlord a current financial statement and cash flow analysis, certified by its chief financial officer, which shows a net worth, working capital and cash flow in amounts sufficient to assure the future performance by the assignee of Tenant's obligations under this Lease;

(b)           All other requirements as to adequate assurance of future performance set forth in the Bankruptcy Code and applicable case law; and

(c)           Landlord has obtained consents or waivers from any third parties which may be required under a lease, mortgage, financing arrangement, or other agreement by which Landlord is bound, to enable Landlord to permit such assignment.

(4)           Landlord's acceptance of Rent or any other payment from any trustee, receiver, assignee, person, or other entity will not be deemed to have waived, or waive, the requirement of Landlord's consent, Landlord's right to terminate this Lease for any transfer of Tenant's interest under this Lease without such consent, or Landlord's claim for any amount of Rent due from Tenant.

11.5           DEFAULT BY LANDLORD; TENANT'S REMEDIES

Landlord shall be in default under the terms of this Lease only if Landlord shall fail to perform any of the terms, provisions, covenants, or conditions to be performed or complied with by Landlord pursuant to this Lease and such failure continues for more than thirty (30) days after Landlord receives written notice thereof from Tenant; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter shall diligently prosecute the same to completion. In the event that Landlord fails to cure any default as provided herein, Tenant shall have all rights and remedies available to it at law or in equity, subject to the terms and conditions of this Lease. All rights to

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cure provided to Landlord under this Section 11.5 shall also be accorded to any mortgagee, ground lessor or beneficiary under a deed of trust encumbering the Property.

ARTICLE TWELVE

SURRENDER OF PREMISES

12.1           IN GENERAL

Upon the Termination Date, Tenant shall surrender and vacate the Premises immediately and deliver possession thereof to Landlord in a clean, good and tenantable condition, ordinary wear and tear, damage by fire or other casualty and damage caused by Landlord excepted. Tenant shall deliver to Landlord all keys to the Premises. Tenant shall be entitled to remove from the Premises all movable personal property of Tenant, Tenant's trade fixtures and such Tenant Additions which at the time of their installation Landlord and Tenant agreed in writing may be removed by Tenant. Tenant shall also remove such other Tenant Additions as required by Landlord consisting of computer floors, new stairwells and staircases, specialty plumbing, supplemental cooling units, bracing of floors, any structural alterations, vaults, safes or any other non-standard office Tenant Additions (but specifically excluding white noise systems, voice/data risers cabling (except as otherwise provided in Section 19 of the Rider), wall coverings, floor coverings and lights), as well as any Tenant Additions containing materials which, as of the Termination Date, are Hazardous Materials requiring remediation under applicable Laws. Except as set forth in the preceding sentence, Tenant shall not be required to remove any Tenant Additions. Tenant shall not be required to remove any improvements (or to reconfigure the space, including the removal of any Existing Improvements (as hereinafter defined) or other openings between floors) that existed within the Premises on the date that possession of the Premises was first delivered to Tenant. Without limitation of the generality of the preceding sentence, the parties acknowledge and agree that as of the date of this Lease, staircases and a studio exist in the Premises (such existing staircases and studio being referred to herein as the "Existing Improvements"), and that Tenant shall have no obligation to remove the Existing Improvements upon expiration or earlier termination of this Lease. Tenant immediately shall repair all damage resulting from removal of any of Tenant's property, furnishings or Tenant Additions, shall close all floor, ceiling and roof openings (except as provided above) and shall restore the Premises to a tenantable condition as reasonably determined by Landlord, subject to the preceding requirements as to which Tenant Additions must be removed by Tenant. If any of the Tenant Additions which were installed by Tenant involved the lowering of ceilings or raising of floors, then Tenant shall also be obligated to return such surfaces to their condition prior to the commencement of this Lease, reasonable wear and tear excepted. Tenant shall also be required to close any staircases or other openings between floors which did not exist on the date possession of the Premises was delivered to Tenant or which were installed as part of Tenant's Work, except if in the place previously occupied by a staircase. In the event possession of the Premises is not delivered to Landlord when required hereunder, or if Tenant shall fail to remove those items described above, Landlord may, at Tenant's reasonable expense, remove any of such property therefrom without any liability to Landlord and undertake, at Tenant's reasonable expense, such restoration work as

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Landlord deems necessary or advisable. Tenant obligations under this Section 12.1 shall survive expiration or earlier termination of this Lease.

12.2           LANDLORD'S RIGHTS

All property which may be removed from the Premises by Landlord shall be conclusively presumed to have been abandoned by Tenant and Landlord shall deal with such property as provided in Section 11.2(4). Tenant shall also reimburse Landlord for all reasonable costs and expenses incurred by Landlord in removing the Tenant Additions required to be removed by Tenant as provided above in Section 12.1 and in restoring the Premises to the condition required by this Lease at the Termination Date.

ARTICLE THIRTEEN

HOLDING OVER

Tenant shall pay Landlord the greater of (a) 125% of the monthly Rent payable for the month immediately preceding the holding over (including increases for Rent Adjustments which Landlord may reasonably estimate), or (b) the fair market rental value of the Premises as reasonably determined by Landlord, for each month or portion thereof that Tenant retains possession of the Premises, or any portion thereof, after the Termination Date (without reduction for any partial month that Tenant retains possession); provided that, for every thirty (30) days such holdover continues past the Termination Date, the total rent in clause (a) above shall be increased by twenty-five percent (25%) until the total rent reach 200% after ninety (90) days of holdover. Tenant shall also pay all damages sustained by Landlord by reason of such retention of possession; provided, Tenant shall not be responsible for Landlord's consequential damages. The provisions of this Article shall not constitute a waiver by Landlord of any re-entry rights of Landlord and Tenant's continued occupancy of the Premises shall be as a tenancy at sufferance.

ARTICLE FOURTEEN
DAMAGE BY FIRE OR OTHER CASUALTY

14.1           UNTENANTABILITY

(1)           If any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building Untenantable (and the term "Untenantable" as used in this Article 14 shall include inaccessibility of the Premises such that Tenant is unable to and does not use the Premises), Landlord shall, with reasonable promptness after the occurrence of such damage, reasonably estimate the length of time that will be required to Substantially Complete the repair and restoration and shall by notice advise Tenant of such estimate ("Landlord's Notice"). If Landlord reasonably estimates that the amount of time required to Substantially Complete such repair and restoration will exceed one hundred eighty (180) days (or sixty (60) days during the last two (2) Lease Years of the then applicable Term provided, if Tenant then properly elects to extend the Term of this Lease, then the 180-day test shall apply, in place of the 60-day test) from the date such damage

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occurred, then: (a) if the Premises is rendered completely Untenantable, Tenant shall have the right to terminate this Lease as of the date of such damage upon giving written notice to the other at any time within twenty (20) days after delivery of Landlord's Notice, and (b) Landlord shall have the right to terminate this Lease if Landlord terminates the leases of all similarly situated tenants (i.e., Landlord does not discriminate against Tenant in terminating this Lease) or if Landlord does not intend to rebuild the Building in its current form, and Landlord's Notice may also constitute such notice of termination. The term "Untenantable" as used in this Article Fourteen shall mean: (i) with respect to all or part of the Premises (as applicable), that as a result of the casualty, Tenant is unable to conduct its business in the affected portion of the Premises in substantially the manner that it was conducting its business prior to the casualty and does not use the portion of the Premises so affected, and (ii) with respect to the Building other than the Premises, that as a result of the casualty, Landlord and other occupants of the Building are unable to conduct their respective businesses in substantially the manner that they were conducting such businesses prior to the casualty and do not use the Building.

In the event that this Lease is not terminated and Tenant continues to operate its business at the Premises during the reconstruction of the Building, Landlord shall, in its performance of such construction, use reasonable efforts to minimize disruption and/or inconvenience to Tenant's business; provided, however, that the parties acknowledge that some disruption and/or inconvenience will inevitably occur due to the performance of such reconstruction work.

(2)           Unless this Lease is terminated as provided in the preceding subsection, Landlord shall proceed with reasonable promptness to repair and restore the Premises to its condition as existed prior to such casualty, subject to reasonable delays for insurance adjustments and Force Majeure delays, and also subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease if such repairs and restoration are not in fact completed within the time period estimated by Landlord so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration. However, if said repairs and restoration are not completed within the time period estimated by Landlord, plus additional time (up to one (1) year after the date of the casualty) for Force Majeure delays and insurance adjustments, Tenant shall any time thereafter be entitled to terminate this Lease by five (5) days notice to Landlord.

(3)           Tenant acknowledges that, in the event that the Premises are to be repaired and restored by Landlord, Landlord shall be entitled to the full proceeds of any casualty insurance coverage, whether carried by Landlord or Tenant, for damages to the Premises, and Landlord covenants to insure the Tenant Additions as required pursuant to Article 16. In the event that this Lease is terminated under this Section 14, then such insurance proceeds attributable to the Tenant Work shall be payable to Landlord and Tenant, respectively, in the same proportions that the Improvement Allowance paid by Landlord to Tenant pursuant to Exhibit B and Tenant's direct costs paid to third parties for the Tenant Work, respectively, bear to the total cost of the Tenant

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Work completed pursuant to Exhibit B. These proportions shall govern the disposition of casualty insurance proceeds attributable to Tenant Work in the Initial Premises in the event this Lease is terminated pursuant to this Section 14 regardless of whether or not alterations or improvements are made to the Initial Premises after completion of the Tenant Work and regardless of whether such alterations or improvements are paid for by Landlord or Tenant. These proportions shall also govern the disposition of casualty insurance proceeds in the event this Lease is terminated pursuant to this Section 14, which proceeds are payable with respect to any tenant work in space added to the Initial Premises during the Term (whether such space is added pursuant to options contained in this Lease or otherwise) regardless of whether or not alterations or improvements are made to such space and regardless of whether such alterations or improvements are paid for by Landlord or Tenant. The parties shall cooperate reasonably and in good faith to establish the proportions referred to above within a reasonable time after final completion of the Tenant Work. In any case, Tenant shall be entitled to receive all proceeds of Tenant's insurance of its own personal property and equipment which would be removable by Tenant at the Termination Date.

(4)           Notwithstanding anything to the contrary herein set forth, provided that Landlord complies with its obligation to maintain the insurance it is required to carry pursuant to Article 16, except for deductibles and costs of adjustment, Landlord shall have no duty pursuant to this Section to expend for any repair or restoration of the Premises (including, without limitation, the Tenant Additions) or Building amounts in excess of insurance proceeds paid to Landlord and available for repair or restoration, unless Tenant makes available to Landlord any shortfall required to complete any such repair or restoration.

(5)           Any repair or restoration of the Premises performed by Tenant shall be in accordance with the provisions of Article Nine hereof.

14.2           DAMAGE WITHOUT UNTENANTABILITY

If the Premises or the Building is damaged by a casualty but neither is rendered Untenantable, then Landlord shall proceed to repair and restore the Building or the Premises inclusive of Tenant Alterations (as applicable) with reasonable promptness, unless such damage is to the Premises and occurs during the last six (6) months of the Term, in which event either Tenant or Landlord shall have the right to terminate this Lease as of the date of such casualty by giving written notice thereof to the other within twenty (20) days after the date of such casualty.

14.3           RENT ABATEMENT

If all or any part of the Premises are rendered Untenantable by fire or other casualty and this Lease is not terminated, Monthly Base Rent and Rent Adjustments shall abate for that part of the Premises (or the entire Premises, as the case may be) which is Untenantable on a per diem basis from the date of the casualty until Landlord has Substantially Completed the repair and restoration work in the Premises (to include Tenant Alterations) which it is required to perform, provided, that as a result of such casualty, Tenant does not occupy the portion of the Premises (or the entire Premises, as the case may be) which is Untenantable during such period.

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ARTICLE FIFTEEN
EMINENT DOMAIN

15.1           TAKING OF WHOLE OR SUBSTANTIAL PART

In the event the whole or any substantial part of the Building or of the Premises is taken or condemned by any competent authority for any public use or purpose (including a deed given in lieu of condemnation) and is thereby rendered completely or Substantially Untenantable (as hereinafter defined), this Lease shall terminate as of the date title vests in such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. The term "Substantially Untenantable" as used in this Article Fifteen shall mean: (i) with respect to the Premises, that as a result of the taking, Tenant, in its reasonable opinion, is unable to conduct its business in substantially the manner that it was conducting its business prior to the taking and does not use the Premises, and (ii) with respect to the Building other than the Premises, that as a result of the taking, Landlord and other occupants of the Building are unable to conduct their respective businesses in substantially the manner that they were conducting such businesses prior to the taking and do not use the Building. Notwithstanding anything to the contrary herein set forth, in the event the taking is temporary, Landlord and Tenant shall have the termination and Rent abatement rights set forth in Article 14 as if such taking were a casualty. Except as provided in this Section 15.1 and Section 15.2 below, Tenant shall continue to pay Rent and this Lease shall not terminate as the result of a taking.

15.2           TAKING OF PART

In the event a part of the Building or the Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and this Lease is not terminated, the Lease shall be amended to reduce or increase, as the case may be, the Monthly Base Rent and Tenant's Proportionate Share to reflect the Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Landlord, upon receipt and to the extent of the award in condemnation (or proceeds of sale) shall make necessary repairs and restorations to the Premises (inclusive of Tenant Alterations) and to the Building to the extent necessary to constitute the portion of the Building not so taken or condemned as a complete architectural and economically efficient unit. Notwithstanding the foregoing, if as a result of any taking, or a governmental order that the grade of any street or alley adjacent to the Building is to be changed and such taking or change of grade makes it necessary or desirable to substantially remodel or restore the Building or prevents the economical operation of the Building, Landlord shall have the right to terminate this Lease upon ninety (90) days prior written notice to Tenant, provided Landlord terminates all leases in the Building of tenants similarly situated (i.e., Landlord does not discriminate against Tenant in terminating this Lease). In addition, Tenant shall have the right to terminate this Lease if a portion of the Premises is taken and the remaining Premises are Substantially Untenantable as a result thereof, and Landlord is unable to provide Tenant with other space in the Building reasonably acceptable to Tenant to replace the taken space.

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15.3           COMPENSATION

Landlord shall be entitled to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such award; provided, however, Tenant shall have the right separately to pursue against the condemning authority a separate award for its personal property and moving costs, and in respect of the loss, if any, to Tenant Additions paid for by Tenant without any credit or allowance from Landlord (provided, however, that the Improvement Allowance (as defined in Section 2 of Exhibit B) shall be deemed to be a credit or allowance received from Landlord), so long as there is no diminution of Landlord's award as a result.

ARTICLE SIXTEEN
INSURANCE

16.1           TENANT'S INSURANCE

Tenant, at Tenant's expense, agrees to maintain in force, with a company or companies acceptable to Landlord, during the Tern: (a) Commercial General Liability Insurance ("All Risk") on a primary basis and without any right of contribution from any insurance carried by Landlord covering the Premises on an occurrence basis against all claims for personal injury, bodily injury, death and property damage, including contractual liability covering the indemnification provisions in this Lease. Such insurance shall be for such limits that are reasonably required by Landlord from time to time but not less than a combined single limit of Five Million and No/100 Dollars ($5,000,000.00); (b) Workers' Compensation and Employers' Liability Insurance for an amount of not less than One Million and No/100 Dollars ($1,000,000.00), both in accordance with the Laws of the State of Illinois; (c) "All Risks" property insurance in an amount adequate to cover the full replacement cost of all equipment, installations, fixtures and contents of the Premises (excluding Tenant Additions, which shall be covered by Landlord's insurance) in the event of loss and any such policy shall contain a provision requiring the insurance carriers to waive their rights of subrogation against Landlord; (d) in the event a motor vehicle is to be used by Tenant in connection with its business operation from the Premises, Comprehensive Automobile Liability Insurance coverage with limits of not less than Three Million and No/100 Dollars ($3,000,000.00) combined single limit coverage against bodily injury liability and property damage liability arising out of the use by or on behalf of Tenant, its agents and employees of any owned, non-owned or hired motor vehicles; and (e) such other insurance or coverages as Landlord reasonably requires and is customarily then being required by landlords to be carried by tenants in similar first-class office buildings with similar uses in Chicago, Illinois.

16.2           FORM OF POLICIES

Each policy referred to in Section 16.1 shall satisfy the following requirements. The policies shall (a) name, on the liability policy, Landlord and the Indemnitees as additional insureds, (b) be issued by one or more responsible insurance companies licensed to do business in Illinois reasonably satisfactory to Landlord, (c) where applicable, provide for reasonable deductible

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amounts reasonably satisfactory to Landlord and not permit co-insurance, (d) shall provide that such insurance may not be canceled or amended without thirty (30) days' prior written notice to the Landlord, and (e) shall provide that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any other party for losses covered by such policies. Tenant shall deliver to Landlord, certificates of insurance, not less than ten (10) days prior to the Commencement Date and not less than ten (10) days prior to the expiration date of each policy. Tenant may effect the foregoing coverages by means of a blanket policy. Tenant may self-insure for the property insurance required under Section 16.l(c) and the liability insurance required under Section 16.l(a) up to a total self-insurance amount of $2,000,000 for both categories of insurance taken together. For purposes of Section 16.4, Tenant will be deemed to have carried all insurance coverages (and to have received the proceeds thereof) which are self insured by Tenant.

16.3           LANDLORD'S INSURANCE

Landlord agrees to purchase and keep in full force and effect during the Term hereof, including any extensions or renewals thereof, insurance on the Building (inclusive of Tenant Additions but not including Tenant's own personal property and equipment) under policies issued by insurers of recognized responsibility, qualified to do business in Illinois, on the Building in an amount not less than eighty percent (80%) of the then full replacement cost (without depreciation) of the Building (above foundations), against fire and such other risks as may be included in standard forms of all risk coverage insurance reasonably available from time to time. Landlord agrees to maintain in force during the Term, Commercial General Liability All Risk Insurance covering the Building on an occurrence basis against all claims for personal injury, bodily injury, death and property damage. Such insurance shall be for not less than a combined single limit of Five Million and No/100 Dollars ($5,000,000.00). Neither Landlord's obligation to carry such insurance nor the carrying of such insurance shall be deemed to be an indemnity by Landlord with respect to any claim, liability, loss, cost or expense due, in whole or in part, to Tenant's negligent acts or omissions or willful misconduct. Landlord shall deliver to Tenant, upon Tenant's request, certificates of insurance for all policies required to be maintained by Landlord hereunder.

16.4           WAIVER OF SUBROGATION

(1)           Landlord agrees that, if obtainable, it will include in its "All Risks" policies appropriate clauses pursuant to which the insurance companies (a) waive all right of subrogation against Tenant with respect to losses payable under such policies, and (b) agree that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies. Tenant agrees to include, if obtainable, its "All Risks" insurance policy or policies on its furniture, furnishings, fixtures and other property removable by Tenant under the provisions of this Lease appropriate clauses pursuant to which the insurance company or companies (a) waive the right of subrogation against Landlord and/or any tenant of space in the Building with respect to losses payable under such

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policy or policies, and (b) agree that such policy or policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policy or policies.

(2)           Intentionally omitted.

(3)           Provided that Landlord's right of full recovery under its policy or policies aforesaid is not adversely affected or prejudiced thereby, Landlord hereby waives any and all right of recovery which it might otherwise have against Tenant, its servants, agents and employees, for loss or damage occurring to the Building and the fixtures, appurtenances and equipment therein, to the extent the same is covered by Landlord's insurance, notwithstanding that such loss or damage may result from the negligence or fault of Tenant, its servants, agents or employees. Provided that Tenant's right of full recovery under its aforesaid policy or policies is not adversely affected or prejudiced thereby, Tenant hereby waives any and all right of recovery which it might otherwise have against Landlord, its servants, agents and employees and against every other tenant in the Building who shall have executed a similar waiver as set forth in this Section 16.4 (3) for loss or damage to Tenant's furniture, furnishings, fixtures and other property removable by Tenant under the provisions hereof to the extent that same is covered by Tenant's insurance, notwithstanding that such loss or damage may result from the negligence or fault of Landlord, its servants, agents or employees, or such other tenant and the servants, agents or employees thereof.

(4)           Landlord and Tenant hereby agree to advise the other promptly if the clauses to be included in their respective insurance policies pursuant to subparagraph (1) above cannot be obtained on the terns hereinbefore provided and thereafter to furnish the other with a certificate of insurance or copy of such policies showing the naming of the other as an additional insured, as aforesaid. Landlord and Tenant hereby also agree to notify the other promptly of any cancellation or change of the terms of any such policy which would affect such clauses or naming. All such policies which name both Landlord and Tenant as additional insureds shall, to the extent obtainable, contain agreements by the insurers to the effect that no act or omission of any insured will invalidate the policy as to the other insureds.

16.5           NOTICE OF CASUALTY

Tenant shall give Landlord notice in case of a fire or accident in the Premises promptly after Tenant is aware of such event.

ARTICLE SEVENTEEN

WAIVER OF CLAIMS AND INDEMNITY

17.1           WAIVER OF CLAIMS

To the extent permitted by law, Tenant releases the Indemnitees from, and waives all claims for, damage to person or property sustained by the Tenant or any occupant of the Building or Premises resulting directly or indirectly from any existing or future condition, defect,

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matter or thing in and about the Property or the Premises or any part of either or any equipment or appurtenance therein, or resulting from any accident in or about the Property, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Building or of any other person, including Landlord's agents, employees and servants, except where resulting from the willful and wrongful act of any of the Indemnitees. Tenant hereby waives any consequential damages, compensation or claims for inconvenience or loss of business, rents, or profits as a result of such injury or damage. If any such damage, whether to the Premises or to any part of the Property or any part thereof, or whether to Landlord or to other tenants in the Building, results from any act or neglect of Tenant, its employees, servants, agents, contractors, invitees (provided that such invitees are within the Premises), Tenant shall be liable therefor and Landlord may, at Landlord's option, repair such damage and Tenant shall, upon demand by Landlord, as payment of additional Rent hereunder, reimburse Landlord within thirty (30) days of demand for the reasonable cost of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages or which would have been paid to Landlord if Landlord had carried all insurance required under this Lease. Tenant shall not be liable for any damage caused by its acts or neglect to the extent Landlord or a tenant has recovered the amount of the damage from proceeds of insurance policies and a waiver of subrogation against Tenant was obtainable by Landlord or to the extent insurance was required to be maintained by Landlord against the damage or to the extent of any deductible maintained by Landlord. Nothing in this Section shall be deemed to be a release by Tenant of any claims it may have against other tenants or occupants of the Building which are not Indemnitees.

17.2           INDEMNITY BY TENANT

To the extent permitted by law, Tenant agrees to indemnify, protect, defend and hold the Indemnitees harmless against any and all actions, claims, demands, costs and expenses, including reasonable attorney's fees and expenses for the defense thereof, arising from Tenant's occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant's business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful or negligent act of Tenant, its agents, contractors, servants, employees, customers or invitees, in or about the Premises, except to the extent due to Landlord's negligence or that of the Indemnitees. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section 17.2 (which shall be deemed to include Tenant's indemnity obligations under Section 7.1(2)) shall survive expiration or earlier termination of this Lease.

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ARTICLE EIGHTEEN
RULES AND REGULATIONS

18.1           RULES

Tenant agrees for itself and for its subtenants, employees, agents, and invitees to comply with the rules and regulations listed on Exhibit D attached hereto and with all reasonable modifications and additions thereto which Landlord may make from time to time.

18.2           ENFORCEMENT

Nothing in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the rules and regulations as set forth on Exhibit D or as hereafter adopted, or the terms, covenants or conditions of any other lease as against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Landlord shall not enforce the rules and regulations against Tenant in a discriminatory manner.

ARTICLE NINETEEN
LANDLORD'S RESERVED RIGHTS

Landlord shall have the following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of Tenant's use or possession of the Premises or giving rise to any claim for setoff or abatement of Rent: (a) Subject to the provisions of Section 16 of the Rider, to change the Building's name or street address upon thirty (30) days' prior written notice to Tenant, (b) Subject to the provisions of Section 3 of the Rider, to install, affix and maintain all signs on the exterior and/or interior of the Building; (c) To approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises; (d) Upon reasonable notice to Tenant, to display the Premises to prospective tenants at reasonable hours during the last twelve (12) months of the Term; (e) Subject to the provisions of Section 4 of the Rider and to Tenant's rights under this Lease, to grant to any party the exclusive right to conduct any business or render any service in or to the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose permitted hereunder; (f) To change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, washrooms or public portions of the Building except on full floors occupied by Tenant (unless such changes are required by applicable Law), and to close entrances, doors, corridors, elevators or other facilities except on full floors occupied by Tenant (unless such changes are required by applicable Law), provided that such action shall not materially and adversely interfere with Tenant's access to the Premises or the Building, and further provided that no changes shall occur to the number of elevators serving the Premises and no material changes made shall be to the lobby entrance to the Building without Tenant's consent, which shall not be unreasonably withheld, conditioned or

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delayed; (g) To have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises as required by any applicable rules of the United States Post Office; and (h) To close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times (i.e., 24 hours per day, seven (7) days per week, 365 days per year), under such regulations as Landlord prescribes for security purposes.

ARTICLE TWENTY
ESTOPPEL CERTIFICATE

20.1           IN GENERAL

Within twenty (20) business days after request therefor by Landlord, Mortgagee or any prospective mortgagee or owner, Tenant agrees as directed in such request to execute an Estoppel Certificate in recordable form, binding upon Tenant, certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that this Lease as modified is in full force and effect; (b) the dates to which Rent has been paid; (c) that Tenant is in the possession of the Premises if that is the case; (d) that Landlord is not in default under this Lease, or, if Tenant believes Landlord is in default, the nature thereof in detail; (e) that Tenant has no off-sets or defenses to the performance of its obligations under this Lease (or if Tenant believes there are any off-sets or defenses, a full and complete explanation thereof); (f) that, to Tenant's knowledge, the Premises have been completed in accordance with the terms and provisions hereof and the Workletter, that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and has no claims against Landlord or any other party with respect thereto (or if Tenant believes there are such claims, a full and complete explanation thereof); (g) that if an assignment of rents or leases has been served upon the Tenant by a Mortgagee, Tenant will acknowledge receipt thereof and agree to be bound by the provisions thereof, (h) that Tenant will give to the Mortgagee copies of all notices required or permitted to be given by Tenant to Landlord; and (i) to any other information reasonably requested.

Within twenty (20) business days after request therefor by Tenant, Landlord agrees as directed in such request to execute an Estoppel Certificate in recordable form, binding upon Landlord, certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that this Lease as modified is in full force and effect); (b) the dates to which Rent has been paid; (c) that to Landlord's knowledge, Tenant is in possession of the Premises if that is the case; (d) that to Landlord's knowledge, Tenant is not in default under this Lease, or, if Landlord believes Tenant is in default, the nature thereof in detail; (e) that to Landlord's knowledge, Landlord has no off-sets or defenses to the performance of its obligations under this Lease (or if Landlord believes there are any off-sets or defenses, a full and complete explanation thereof); (f) that to Landlord's knowledge, the Premises have been completed in accordance with the terms and provisions hereof and the Workletter, that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and Landlord has

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no claims against Tenant or any other party with respect thereto (or if Landlord believes there are such claims, a full and complete explanation thereof); (g) whether or not an assignment of rents or leases has been served upon the Tenant by a Mortgagee; and (h) to any other information reasonably requested.

20.2           ENFORCEMENT

In the event that either party fails to deliver an Estoppel Certificate and such failure continues after five (5) days notice from the other party, then such failure shall be a Default by said other party.

ARTICLE TWENTY-ONE
INTENTIONALLY OMITTED

ARTICLE TWENTY-TWO
REAL ESTATE BROKERS

Each party hereto represents and warrants that, except for Cushman & Wakefield State Street, Inc. (“C&W”) and LaSalle Partners ("LaSalle"), it has not dealt with any other real estate broker, sales person, or finder in connection with this Lease, and no such other person initiated or participated in the negotiation of this Lease, or showed the Premises to Tenant. Tenant hereby agrees to indemnify, protect, defend and hold Landlord and the Indemnitees, harmless from and against any and all liabilities and claims for commissions and fees arising out of a breach of the foregoing representation. Landlord hereby agrees to indemnify, protect, defend and hold Tenant harmless from and against any and all liabilities and claims for commissions and fees arising from a breach of Landlord's representation. Landlord shall be responsible for the payment of all commissions to C&W and LaSalle pursuant to a separate agreement.

ARTICLE TWENTY-THREE
MORTGAGEE PROTECTION

23.1           SUBORDINATION AND ATTORNMENT

This Lease is and shall be expressly subject and subordinate at all times to (a) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, renewals and modifications to any such lease, and (b) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, unless such ground lease or ground lessor, or mortgage or Mortgagee expressly provides or elects that the Lease shall be superior to such lease or mortgage. If any such mortgage or trust deed is foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (a) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under

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this Lease, (b) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except to the extent said default is ongoing, relates to the physical condition of the Property and is not diligently cured by such purchaser or ground lessor after such purchaser or ground lessor takes possession of the Real Property, in which case such purchaser or ground lessor shall, subject to the terms of this Lease, be liable for damages arising on and after the date it succeeded to Landlord's title hereunder, or (c) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor, or (d) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

Landlord hereby represents to Tenant that there is no Mortgage or ground lease on the Property as of the date of this Lease. This Lease shall only be subordinate to Mortgages and ground leases entered after the date of this Lease if the holders thereof agree in writing substantially in the form attached as Exhibit I to (i) recognize this Lease and not disturb Tenant's occupancy hereunder, except in the exercise of its (or its designee's) rights as Landlord hereunder, and (ii) make proceeds of casualty and condemnation available to Landlord for restoration as provided by this Lease.

23.2           MORTGAGEE PROTECTION

Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property and/or appoint a receiver for the Real Property, if necessary to effect or cause the receiver to offset such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. If such cure by any Mortgagee or ground lessor takes more than thirty (30) days or it is reasonably estimated by such Mortgagee or ground lessor that such cure shall take more than thirty (30) days, then such Mortgagee or ground lessor

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shall promptly advise Tenant in writing that such Mortgagee or ground lessor is using good faith efforts to effect such cure as quickly as reasonable possible. This Lease may not be modified or amended so as to reduce the rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

ARTICLE TWENTY-FOUR

NOTICES

(1)           All notices, demands or requests provided for or permitted to be given pursuant to this Lease must be in writing and shall be personally delivered, sent by Federal Express or other overnight courier service, or mailed by first class, registered or certified mail, return receipt requested, postage prepaid.

(2)           All notices, demands or requests to be sent pursuant to this Lease shall be deemed to have been properly given or served by delivering or sending the same in accordance with this Section, addressed to the parties hereto at their respective addresses listed below:

(a)        Notices to Landlord shall be addressed:

CUSHMAN & WAKEFIELD STATE STREET, INC.

303 East Wacker Drive - Suite 1031

Chicago, Illinois 60601-5212

with a copy to the following:

METROPOLITAN LIFE INSURANCE COMPANY

2001 Spring Road - Suite 400

Oak Brook, Illinois 60521

(b)        Notices to Tenant shall be addressed:

KPMG PEAT MARWICK LLP

303 E. Wacker Drive

Suite ______

Chicago, Illinois 60601

and

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KPMG PEAT MARWICK LLP

Three Chestnut Ridge Road

Montvale, New Jersey 07645-0435

Attn: Director of Real Estate

with a copy to the following:

DOLLINGER & DOLLINGER

365 West Passaic Street

Rochelle Park, New Jersey 07662

Attn: Martin E. Dollinger, Esq.

(3)           Notices, demands or requests shall be sent by national air courier service and shall be effective upon receipt (which shall include signature by a receptionist or mailroom employee or an officer, director or partner of any party hereto). Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of notice, demand or request sent.

(4)           By giving to the other party at least thirty (30) days written notice thereof, either party shall have the right from time to time during the Term of this Lease to change their respective addresses for notices, statements, demands and requests, provided such new address shall be within the United States of America.

ARTICLE TWENTY-FIVE

INTENTIONALLY OMITTED

ARTICLE TWENTY-SIX

MISCELLANEOUS

26.1           LATE CHARGES

All payments required hereunder (other than the Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits, which shall be due as hereinbefore provided) to Landlord shall be paid within thirty (30) days after Landlord's written demand therefor. All such amounts (including, without limitation Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits) not paid when due shall bear interest from the date due until the date paid at the Default Rate in effect on the date such payment was due.

26.2           WAIVER OF JURY TRIAL

Landlord and Tenant each hereby waives its right to a trial by jury of any issues relating to or arising out of its or the other party's obligations under this Lease or Tenant's

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occupancy of the Premises. Tenant and Landlord acknowledges that they have read and understood the foregoing provision.

26.3           INTENTIONALLY OMITTED

26.4           OPTION

This Lease shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of the Lease to Tenant does not constitute a reservation of or option for the Premises, except that it shall constitute an irrevocable offer on the part of Tenant in effect for ten (10) days to lease the Premises on the terms and conditions herein contained.

26.5           AUTHORITY

Each party represents and warrants to the other party that it has full authority and power to enter into and perform its obligations under this Lease, that the person executing this Lease is fully empowered to do so, and that no consent or authorization is necessary from any third party. Each party may request that the other party provide requesting party evidence of such other party's authority.

26.6           ENTIRE AGREEMENT

This Lease, the Exhibits attached hereto and the Workletter contain the entire agreement between Landlord and Tenant concerning the Premises and there are no other agreements, either oral or written. This Lease shall not be modified except by a writing executed by Landlord and Tenant.

26.7           INTENTIONALLY OMITTED

26.8           EXCULPATION

Tenant agrees, on its behalf and on behalf of its successors and assigns, that, except as provided in the last sentence of this Section 26.8, any liability of Metropolitan Life Insurance Company with respect to this Lease shall never exceed the lesser of $10,000,000 or Metropolitan Life Insurance Company's equity in the Building, and Tenant shall not be entitled to any judgment in excess of such amount. Tenant agrees, on its behalf and on behalf of its successors and assigns, that, except as provided in the last sentence of this Section 26.8, any liability of any successor owner of the Building with respect to this Lease shall never exceed such successor owner's equity in the Building, and Tenant shall not be entitled to any judgment in excess of such amount. Subject to the terms of this Lease, Landlord (whether Metropolitan Life Insurance Company or a successor owner) shall be responsible for payment to Tenant of the Improvement Allowance and said obligation shall not be subject to this Section 26.8.

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26.9           ACCORD AND SATISFACTION

No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or any letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such installment or payment of Rent or pursue any other remedies available to Landlord. No receipt of money by Landlord from Tenant after the termination of this Lease or Tenant's right of possession of the Premises shall reinstate, continue or extend the Term or Tenant's right of possession of the Premises.

26.10         LANDLORD'S OBLIGATIONS ON SALE OF BUILDING

In the event of any sale or other transfer of the Building, Landlord shall be entirely freed and relieved of all agreements and obligations of Landlord hereunder accruing or to be performed after the date of such sale or transfer, provided that all of such Landlord's obligations hereunder are specifically assumed by the buyer or transferee.

26.11         BINDING EFFECT

This Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and permitted assigns.

26.12         CAPTIONS

The Article and Section captions in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Articles and Sections.

26.13         APPLICABLE LAW

This Lease shall be construed in accordance with the laws of the State of Illinois. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each item, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by Law.

26.14         ABANDONMENT

In the event Tenant abandons the Premises even though it is otherwise in compliance with all the terms, covenants and conditions of this Lease, Landlord shall: (a) have the right to enter into the Premises in order to show the space to prospective tenants; and (b) have the

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right to reduce the service provided to Tenant pursuant to the terms of this Lease to such levels as Landlord reasonably determines to be adequate services for an unoccupied premises.

26.15         LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES

If Tenant fails timely to perform any of its duties under this Lease or the Workletter, Landlord shall have the right (but not the obligation), to perform such duty on behalf and at the reasonable expense of Tenant upon notice to Tenant as provided in the following sentence, and all reasonable sums expended or expenses incurred by Landlord in performing such duty shall be deemed to be additional Rent under this Lease and shall be due and payable upon thirty (30) days demand by Landlord. Except as otherwise expressly set forth in this Lease and except in emergency situations, prior to performing any such duty on Tenant's behalf, Landlord shall give Tenant thirty (30) days prior written notice that Landlord intends to so act, and Landlord shall then have the right to so act unless Tenant performs such duty within the aforesaid 30-day period, or if the duty is such that it cannot reasonably be performed within thirty (30) days, unless Tenant commences to perform such duty within thirty (30) days and thereafter diligently performs such duty to completion.

26.16         COUNTERPARTS

This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the parties and all of which shall be construed together as but a single instrument.

26.17         RIDERS

All Riders attached hereto and executed both by Landlord and Tenant shall be deemed to be a part hereof and hereby incorporated herein.

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IN WITNESS WHEREOF, this Lease has been executed as of the date set forth in Section 1.1(4) hereof.

	LANDLORD
	METROPOLITAN LIFE INSURANCE
ATTEST:	COMPANY, a New York corporation
By [Signature Illegible]	By [Signature Illegible]
Its Asset Mgr	Its Vice-President
	TENANT
	KPMG PEAT MARWICK LLP, a Delaware
ATTEST:	limited liability partnership
By /s/ Kenneth J. Boland	By /s/ Joseph E. Heintz
Its  DIRECTOR	Its CHIEF FINANCIAL OFFICER
REAL ESTATE AND
FACILITIES PLANNING

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EXHIBIT A

(Consisting of 7 Pages)

PLAN OF PREMISES

[13th floor demising plan to be provided by Landlord when Tenant has established its

final requirement for the size of the Premises pursuant to Section 2.4]

[19th floor demising plan to be provided by Landlord when Tenant has established its final requirement for the size of the Premises pursuant to Section 2.4]

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EXHIBIT B

WORKLETTER AGREEMENT

1.            Landlord and Tenant Work. Under the Lease, Tenant has agreed to accept the Premises "as is," without any obligations for the performance of improvements or other work by Landlord, except for the work ("Landlord Work" or "Base Building Work") set forth on Attachment 1 which is attached to this Workletter Agreement and made a part hereof. All of the Base Building Work (except for the leveling of floors) shall be substantially completed by Landlord after the Delivery Date and while Tenant is performing the Tenant Work. If Landlord does not complete its floor levelling (other than the 13th floor) until after January 15, 1998 (i.e., the Delivery Date, provided that Tenant has completed its demolition of the Premises (except for the 13th floor) no later than October 31, 1997; otherwise, such January 15, 1998 date shall be delayed on a day-for-day basis for each day after October 31, 1997 that Tenant fails to complete its demolition (except for the 13th floor)) then such Landlord delay shall, on a day-for-day basis for each day after the Delivery Date that Landlord has not completed the floor levelling (other than the 13th floor), be applied to reduce the period of any Tenant Delay; and if there are no Tenant Delays, then such Landlord delay shall, on a day-for-day basis, delay the January 31, 1999 date set forth in Section 15 of the Rider. Both parties agree that they and their contractors shall cooperate reasonably and in good faith with one another so that the performance by either party of its work does not materially impair or delay the performance by the other party of its work.

Tenant desires to perform certain improvements to the Premises at the commencement of this Lease (the "Tenant Work"). Such Tenant Work shall be in accordance with the provisions of this Workletter Agreement, including without limitation the building standards ("Building Standards") attached hereto as Attachment 2, and to the extent not expressly inconsistent herewith, in accordance with the provisions of the Lease, including Article 9 thereof. Tenant shall be deemed to be in compliance with Attachment 2 if the materials and procedures used by Tenant equal or exceed ( in Landlord's sole judgment) the quality levels set forth in Attachment 2. Performance of the Tenant Work shall not serve to abate or extend the time for the commencement of Base Rent and Rent Adjustment Deposits under the Lease, except to the extent Landlord delays approvals beyond the times permitted below. The Landlord Work and Tenant Work are sometimes referred to collectively herein as "Work".

2.           Cost of the Work. Except as hereinafter provided, Tenant shall pay all costs (the "Costs of the Tenant Work") associated with the Tenant Work whatsoever, including without limitation, all permits, inspection fees, fees of space planners, architects, engineers, and contractors, utility connections, the cost of all labor and materials, bonds, insurance, and any structural or mechanical work, additional HVAC equipment or distribution of HVAC or sprinkler distribution or heads, or modifications to any Building mechanical, electrical, plumbing or other systems and equipment or relocation of any existing sprinkler heads, either within or outside the Premises required as a result of the layout, design, or construction of the Tenant Work. Tenant shall also pay the then-applicable Building charges for truck dock time and freight elevator

usage. These charges currently consist of $18.39/hr for security guard at truck dock (with 4-hour minimum) and $30.40/hr for starter at elevator (with 4-hour minimum); the foregoing charges apply from 4:00 p.m. until 8:00 a.m. There are no charges for use of the dock and freight elevator between 8:00 a.m. and 4:00 p.m., but use of the freight elevator for bulk deliveries of construction materials, furniture or other construction related items is not permitted during these hours. Subject to applicable weight limitations, Tenant shall have the right to use two (2) passenger elevators (which shall be padded and protected by Tenant) for the delivery of furniture and for Tenant's physical move to the Premises; such use shall be at no charge to Tenant except that Tenant shall reimburse Landlord for any union labor costs incurred by Landlord for such use by Tenant. If the nature of the Tenant Work requires that Tenant or its contractors enter space leased to other tenants in order to perform any part of the Tenant Work, then (i) Tenant shall pay for the cost of a security guard to be present during such entry into other tenant spaces; and (ii) all such work shall be done in a way that minimizes the disruption caused to any other tenant.

Of the Costs of the Tenant Work, Landlord shall reimburse Tenant a maximum of $45.00 per rentable square foot of the Initial Premises (the "Improvement Allowance"). In addition to application to the Costs of the Tenant Work, Tenant may use the Improvement Allowance for moving costs, furniture, telecommunications cabling or other fixed equipment or fixtures for the Premises provided that Tenant provides Landlord with such documentation of such costs as Landlord shall reasonably request. Landlord shall fund the Improvement Allowance in installments, not more frequently than monthly, based on applications for payment submitted by Tenant for contractors requesting progress payments, together with such architects' certificates, current lien releases and affidavits of payments by Tenant's general contractor and subcontractors contemplated therein, and such other documentation as Landlord may reasonably require; each such installment shall be subject to a retainage of 10% of the total amount of such installment. Subject to the condition that Landlord not be required to issue payments more frequently than monthly, Landlord shall make all required payments within thirty (30) days after Tenant's submittals containing all of the documentation required herein. The final payment (including the payment of all of the retainage) shall be conditioned upon Tenant's having submitted all invoices, lien waivers, affidavits of payment, as-built drawings and care and maintenance manuals, architects' completion certificate that the Tenant Work has been completed in accordance with this Exhibit B and all applicable Laws, a certificate of occupancy issued by the City of Chicago and such other evidence asLandlord may reasonably require that the cost of the Tenant Work has been paid for and that no mechanic's, materialmen's or other such liens have been or may be filed against the Property or the Premises arising out of the design or performance of the Tenant Work. Landlord shall issue checks to fund the Improvement Allowance directly to Tenant's general contractor or, at Tenant's option, Tenant's construction manager.

Up to ten percent (10%) of the Improvement Allowance may be applied by Tenant asa credit against Monthly Base Rent.

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In addition to the Improvement Allowance, Landlord shall reimburse Tenant for one-half (1/2) of the cost of the demolition of the following items: the ceiling grid, ceiling tiles and light fixtures. Tenant shall competitively bid the demolition work described in the preceding sentence and shall submit no fewer than three (3) detailed bids to Landlord. Tenant shall accept one of the three bids so submitted to Landlord, subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed.

Tenant shall not be required to pay any fee to Landlord in connection with review by Landlord or its consultants of Tenant's plans or for review and/or supervision of the construction of Tenant's Work.

3.           Space Plan and Specifications.

(a)          Tenant shall submit, no later than September 5, 1997, a demolition plan for Landlord's approval and, subject to Landlord's approval of said plan, expects to begin demolition of the Premises on September 20, 1997 and to complete such demolition by October 31, 1997 (except in space on the 13th floor then occupied by existing tenants, which space may not be available until the Delivery Date). Leveling of the floors within the Premises by Landlord shall take approximately thirty (30) days after completion of demolition by Tenant. No later than October 15, 1997, Tenant shall submit four (4) sets of a "Space Plan" (as described in Section 15) to Landlord for approval.

(b)          Landlord shall, within fifteen (15) days after receipt thereof, either approve said Space Plan, or disapprove the same advising Tenant of the reasons for such disapproval. In the event Landlord disapproves said Space Plan, Tenant shall modify the same, taking into account the reasons given by Landlord for said disapproval, and shall submit four (4) sets of the revised Space Plan to Landlord for approval.

(c)          Tenant shall take all steps necessary to provide that a final Space Plan, a reflected ceiling plan and partition plan in Autocad Release 14, shall have been approved by both Landlord and Tenant no later than December 5, 1997.

4.          Working Drawings and Engineering Drawings.

(a)          Promptly after receipt of Landlord's approval of the Space Plan and  in no event later than December 5, 1997, Tenant shall submit to Landlord for approval four (4) sets of "Working Drawings" (as defined in Section 15), and any required engineering drawings (the "Engineering Drawings") from Tenant's mechanical, structural, plumbing, air-conditioning, ventilation and heating and electrical engineers indicating any special heating, cooling, ventilation, electrical, load or other special or unusual requirements of Tenant, including, without limitation, the following: (1) any structural load exceeding 100 pounds per square

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foot; (2) any electrical load in excess of five (5) watts per square foot; and (3) Tenant's anticipated condenser water usage. It is specifically understood and agreed that the Tenant Work shall not include the mechanical attachment to the curtain wall of partitions or any other item.

(b)          Landlord shall, within fifteen (15) days after receipt thereof, either approve the Working Drawings and Engineering Drawings, or disapprove the same advising Tenant of the reasons for disapproval. If Landlord disapproves of the Working Drawings or Engineering Drawings, Tenant shall modify and submit revised Working Drawings, and a revised Engineering Drawings, taking into account the reasons given by Landlord for disapproval. In the event that the final Working Drawings and Engineering Drawings as approved by both parties require changes to be made in the previously approved reflected ceiling plan and/or partition plan, then such changes shall be deemed to be Change Orders under Section 7 of this Exhibit B and shall be a Tenant Delay if such changes delay Tenant's timely surrender of possession of the Existing Premises or delay timely completion of the Landlord Work.

(c)          Landlord reserves the right, to be exercised at the time that Landlord gives its final approval of the Working Drawings, to designate certain portions of Tenant's Work which must be removed (and the Premises repaired or, at Landlord's option, restored to their condition on the Delivery Date) upon expiration or earlier termination of the Lease. This designation shall include items such as computers floors, new stairwells and staircases, specialty plumbing, supplemental cooling units, bracing of floors, any structural alterations, vaults, safes or any other non-standard office improvements, but shall not include white noise systems, voice/data risers, cabling (except as otherwise provided in Section 19 of the Rider), wall coverings, floor coverings and lights. Landlord shall be deemed to have required the removal of any portion of Tenant's Work containing materials which, as of the Termination Date, are Hazardous Materials requiring remediation under applicable Laws, as provided in Section 12.1.

5.           Landlord's Approval. Landlord shall not unreasonably withhold or delay approval of any Space Plans, Working Drawings, or Engineering Drawings submitted hereunder if they are compatible with the Property's shell and core construction, and if no significant modifications will be required for the Property electrical, heating, air-conditioning, ventilation, plumbing, fire protection, life safety, or other systems or equipment (provided that any such modifications, whether significant or not, shall be at Tenant's expense), and will not require any structural modifications to the Property, whether required by heavy loads or otherwise.

6.           Space Planners, Architects, Engineers, and Contractors. The Space Plan, Working Drawings, Engineering Drawings and the Tenant Work shall be prepared and performed by such space planners, architects, engineers and contractors as shall be selected by

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Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), who will work in harmony with each other and Landlord and its contractors so as to ensure proper maintenance of good labor relationships, and in compliance with all applicable labor agreements existing between trade unions and the relevant chapter of the Association of General Contractors of America. Tenant shall have the right to replace any or all of the foregoing selections, subject to Landlord's right to approve any replacement as set forth above.

7.            Change Orders. No changes, modifications, alterations or additions to the approved Space Plan or Working Drawings ("Change Order") may be made without the prior written consent of the Landlord after written request therefor by Tenant; provided, however, that with respect to Change Orders for purely cosmetic changes (i.e., changes which do not affect the mechanical, plumbing, structural, electrical, HVAC, life safety or any other systems of the Building), Landlord shall receive reasonable prior notice and copies of such Change Orders but Landlord's consent to same shall not be required. Landlord shall not unreasonably withhold its consent to any Change Order if such Change Order is reasonable, practicable and generally consistent with the Plans theretofore approved by Landlord. In the event that the Premises are not constructed in accordance with said approved Space Plan and Working Drawings, then Landlord shall have the right, after thirty (30) days prior written notice to Tenant, to take such steps (at Tenant's expense) as are necessary to modify the Tenant Work so that the Premises reasonably comply in all respects with said approved Space Plan and Working Drawings; in such case, Base Rent and Rent Adjustment Deposits shall nevertheless commence to accrue and be payable as otherwise provided in the Lease.

8.           Compliance. The Tenant Work shall comply in all respects with the following: (a) all Laws including, without limitation, the Building Code of the City of Chicago and all other Federal, State, County, City or other laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other such person; (b) applicable standards of the National Board of Fire Underwriters and National Electrical Code, and (c) building material manufacturer's specifications. Tenant shall notify Landlord immediately if Tenant receives any notice of violation of any Law in connection with completion of any Tenant Work and shall immediately take such steps as are necessary to remedy such violation.

9.           Guarantees. Each contractor, subcontractor and supplier participating in the Tenant Work shall guarantee that the portion thereof for which he is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Every such contractor, subcontractor, and supplier shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract which shall become defective within one (1) year after completion thereof. The correction of such work shall include, without additional charge, all additional expenses and damages in connection with such removal or replacement of all or any part of the Tenant Work, and/or the Property and/or Common Areas, or work which may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Work shall be contained in the contract or subcontract which shall be written

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such that said warranties or guarantees shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give Landlord any assignment or other assurances necessary to effect such right of direct enforcement. Copies of all contracts and subcontracts shall be furnished to Landlord promptly after the same are entered.

Landlord's approval of Tenant's Space Plan and Working or Engineering Drawings, its inspections of the Tenant Work or its recommendations or approvals concerning contractors, subcontractors, space planners, engineers or architects shall not be deemed to be a warranty as to the quality or adequacy of the Tenant Work, or the design thereof, or of its compliance with Laws.

10.           Performance.

(a)          The Tenant Work shall be commenced after Landlord approves the Working Drawings, and shall thereafter be diligently prosecuted to completion, subject to delays for reasons beyond Tenant's control (except financial matters). All Tenant Work shall conform with the Working Drawings approved by Landlord in writing. Landlord shall have the right to inspect the Premises from time to time during the conduct of the Tenant Work for compliance with the Working Drawings and to monitor the quality of the Tenant Work. The Tenant Work shall be coordinated with the Landlord's Work being done or to be performed for or by other tenants in the Property so that the Tenant Work will not interfere with or delay the completion of any other construction work in the Property.

(b)          The Tenant Work shall be performed in compliance with all applicable Laws and otherwise in a safe, first class and workmanlike manner in conformity with the approved Space Plan and Working Drawings, and shall be in good and usable condition at the date of completion.

(c)          All required permits shall be submitted to Landlord prior to commencement of the Tenant Work.

(d)          Each contractor and subcontractor shall be required to obtain prior written approval from Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) for any space outside the Premises within the Property, which such contractor or subcontractor desires to use for storage, handling, and moving of his materials and equipment, as well as for the location of any facilities for his personnel.

(e)           The contractors and subcontractors shall be required to remove from the Premises and dispose of, at least once a week and more frequently as Landlord may reasonably direct, all debris and rubbish caused by or resulting from the construction. During performance of the Tenant Work Tenant shall be

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provided, at no expense to Tenant, with space reasonable close to the Building's service elevator for placement of the Tenant's contractor's dumpsters for waste disposal. Upon completion of the Tenant Work, the contractors and subcontractors shall remove all surplus materials, debris, rubbish and job boxes of whatever kind remaining within the Property which has been brought in or created by the contractors and subcontractors in the performance of the Tenant Work. If any contractor or subcontractor shall neglect, refuse or fail to remove any such debris, rubbish, surplus material or temporary structures within two (2) business days after notice to Tenant from Landlord with respect thereto, Landlord may cause the same to be removed by contract or otherwise as Landlord may determine expedient, and charge the cost thereof to Tenant as additional rent under the Lease.

(f)           Tenant shall obtain and furnish Landlord all approvals with respect to electrical, water and telephone work as may be required by the respective company supplying the service. Tenant shall obtain utility service, including meter (if not already existing), from the utility company supplying service, unless Landlord elects to supply service and/or meters. The costs of all such utilities shall be paid by Tenant.

(g)           Intentionally omitted.

(h)           Landlord's acceptance of the Tenant Work as being complete in accordance with the approved Space Plan and Working Drawings shall be subject to Landlord's inspection and written approval. Tenant shall give Landlord five (5) days prior written notification of the anticipated completion date of the Tenant Work.

(i)           If contemplated or permitted under the statutes of the State of Illinois, within ten (10) days after completion of construction of the Tenant Work, Tenant shall execute and file a Notice of Completion with respect thereto and furnish a copy thereof to Landlord upon recordation, failing which, Landlord may itself execute and file the same on behalf of Tenant as Tenant's agent for such purpose.

(j)           Tenant shall, at its cost and expense construct, purchase, install and perform any and all items of the Tenant Work and employ its personnel so as to obtain any governmentally required certificate of occupancy, including, without limitation, a certificate of occupancy issued by the City of Chicago.

(k)           If an expansion joint occurs within the Premises, Tenant shall install finish floor covering to or covering such joint in a workmanlike manner, and Landlord shall not accept responsibility for any finish floor covering applied to or installed over the expansion joint.

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(l)          Copies of architectural, mechanical, electrical and plumbing "as built" drawings shall be provided to Landlord no later than thirty (30) days after completion of the Tenant Work.

(m)           Intentionally omitted

(n)           Tenant shall conduct its labor relations and relations with employees so as to avoid strikes, picketing, and boycotts of, on or about the Premises or Property. If any employees strike, or if picket lines or boycotts or other visible activities objectionable to Landlord are established, conducted or carried out against Tenant, its employees, agents, contractors, subcontractors or suppliers, in or about the Premises or Property, Tenant shall immediately close the Premises and remove or cause to be removed all such employees, agents, contractors, subcontractors and suppliers until the dispute has been settled. Landlord shall, during the performance of Tenant's Work, use reasonable efforts to conduct its labor relations such that there is no interference with the conduct of Tenant's Work.

(o)           Landlord shall not be responsible for any disturbance or deficiency created in the air conditioning or other mechanical, electrical or structural facilities within the Property or Premises as a result of the Tenant Work. If such disturbances or deficiencies result, Tenant shall correct the same and restore the services to Landlord's reasonable satisfaction, within a reasonable time.

(p)           If performance of the Tenant Work shall require that additional services or facilities (including without limitation, extra or after-hours elevator usage or cleaning services) be provided, Tenant shall pay Landlord's reasonable charges therefor.

(q)           Tenant's contractors shall comply with the rules of the Property and Landlord's requirements respecting the hours of availability of elevators and manner of handling materials, equipment and debris as set forth in Attachment 3which is attached hereto. Tenant must coordinate its after-hours use of the freight elevator and truck dock with usage of the same by the cleaning crew of the Building. Demolition, trash-hauling and major materials deliveries must be performed before 7:00 a.m. or after 6:00 p.m. on weekdays or on weekends. Delivery of materials, equipment and removal of debris must be arranged to avoid any inconvenience or annoyance to other occupants. The Tenant Work and all cleaning in the Premises must be controlled to prevent dirt, dust or other matter from infiltrating into adjacent tenant or mechanical areas.

(r)           Any Tenant Work in Common Areas on occupied floors or the premises of other tenants shall be performed before 7:00 a.m. or after 6:00 on weekdays or on weekends, but not between 8:00 a.m. and 1.00 p.m. on Saturdays.

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(s)           Landlord may impose reasonable additional requirements from time to time in order to ensure that the Tenant Work, and the construction thereof does not disturb or interfere with any other tenants of the Property, or their visitors, contractors or agents, nor interfere with the efficient, safe and secure operation of the Property, nor damage the Building, including, without limitation, the Common Areas, freight elevators or loading docks.

11.           Insurance. All contractors and sub-contractors shall carry Worker's Compensation Insurance covering all of their respective employees in the statutory amounts, Employer's Liability Insurance in the amount of at least $500,000 per occurrence, comprehensive general liability insurance of at least $5,000,000 combined single limit for bodily injury, death, or property damage (except that for any contract or subcontract in the amount of $1,000,000 or more; such comprehensive public liability policy shall be at least $10,000,000 combined single limit) and any comprehensive automobile liability insurance covering the use of their respective owned, non-owned or hired automobiles and other vehicles with limits of not less than $1,000,000 combined single limit; and the policies therefor shall cover Landlord and its designees and Tenant, as additional insureds, as well as the contractor or subcontractor. Tenant shall carry builder's risk insurance coverage respecting the construction and improvements to be made by Tenant, in the amount of the anticipated cost of construction of the Tenant Work (or any guaranteed maximum price). All insurance carriers hereunder shall be rated at least A and X in Best's Insurance Guide. Certificates for all such insurance shall be delivered to Landlord before the construction is commenced or the contractor's equipment is moved onto the Property. All insurance provided by Tenant's contractors and subcontractors shall be primary and any insurance maintained by Landlord shall be excess and non-contributory. All policies of insurance must require that the carrier give Landlord thirty (30) days' advance written notice of any cancellation or reduction in the amounts of insurance. In the event that during the course of the Tenant Work any damage shall occur to the construction and improvements being made by Tenant, then Tenant shall repair the same at Tenant's cost.

12.           Signage. See Section 3 of the Rider.

13.           Intentionally omitted.

14.           Indemnity. Tenant shall indemnify, defend and hold harmless each of the Indemnitees from and against any claims, demands, losses, damages, injuries, liabilities, expenses, judgments, liens, encumbrances, orders, and awards, together with attorneys' fees and litigation expenses arising out of or in connection with the Tenant Work, or Tenant's failure to comply with the provisions hereof, or any failure by Tenant's contractors, subcontractors or their respective employees to comply with the provisions hereof, except to the extent caused by the intentional or negligent acts of Landlord or its agents, employees or contractors.

15.           Certain Definitions.

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(a)           "Space Plan" herein means a floor plan, drawn to scale, showing: (i) demising walls, corridor doors, interior partition walls and interior doors, including any special walls, glass partitions or special corridor doors, (ii) any restrooms, kitchens, computer rooms, file rooms and other special purpose rooms, and any sinks or other plumbing facilities, or other special facilities or equipment, and (iii) any other details or features required to reasonably delineate the Tenant Work to be performed.

(b)           "Working Drawings" herein means fully dimensioned architectural construction drawings and specifications, and any required Engineering Drawings, and shall include any applicable items described above for the Space Plan, and if applicable: (i) electrical outlet locations, circuits and anticipated usage therefor; (ii) reflected ceiling plan, including lighting, switching, and any special ceiling specifications; (iii) mechanical drawings for all heating, ventilating and air-conditioning equipment; (iv) details of all millwork; (v) dimensions of all equipment and cabinets to be built in; (vi) furniture plan showing details of space occupancy; (vii) hardware (including keying) schedule; (viii) lighting arrangement; (ix) location of print machines, equipment in lunch rooms, concentrated file and library loadings and any other equipment or systems (with brand names wherever possible) which require special consideration relative to air-conditioning, ventilation, electrical, plumbing, structural, fire protection, life-fire-safety system, or mechanical systems; (x) special heating, ventilating and air conditioning equipment and requirements; (xi) weight and location of heavy equipment, and anticipated loads for special usage rooms; (xii) demolition plan; (xiii) partition construction plan; (xiv) type and color of floor and wall-coverings, wall paint and any other finishes; (xv)plumbing drawings; (xvi) door schedules; (xvii) structural plans (if applicable); (xviii) riser diagrams; (ix) voice/data communication plans; and (xx)any other details or features required to completely delineate the Tenant Work to be performed.

16.           Taxes. Tenant shall pay prior to delinquency all taxes, charges or other governmental impositions (including without limitation, personal property taxes, sales tax or value added tax) assessed against or levied upon Tenant's fixtures, furnishings, equipment and personal property located in the Premises and the Work to the Premises under this Agreement, but excluding any taxes of which Tenant pays its Tenant's Share under Article 4 of the Lease. Whenever possible, Tenant shall cause all such items to be assessed and billed separately from the property of Landlord. In the event any such items shall be assessed and billed with the property of Landlord, Tenant shall pay its share of such taxes, charges or other governmental impositions to Landlord within thirty (30) days after Landlord delivers a statement and a copy of the assessment or other documentation showing the amount of such impositions applicable to Tenant.

17.           INCORPORATED INTO LEASE; DEFAULT. THE PARTIES AGREE THAT THE PROVISIONS OF THIS WORKLETTER AGREEMENT ARE

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HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and this Workletter Agreement, the latter shall govern and control. If Tenant shall default under this Workletter Agreement and such default creates or threatens to create a safety or health risk to persons within the Building (including the Premises) or a risk of damage to Landlord's property (including the Building) or the property of other tenants, then Landlord may order that all Work being performed in the Premises be stopped immediately, and that no further deliveries to the Premises be made, until such default is cured, without limitation as to Landlord's other remedies, including, without limitation, Landlord's right to cure such default and be reimbursed for the reasonable cost of such cure by Tenant. Any amounts payable by Tenant to Landlord hereunder shall be paid asadditional rent under the Lease. Any default by the other party hereunder shall constitute a default under the Lease and shall be subject to the remedies and other provisions applicable thereto under the Lease. If Tenant shall default under the Lease or this Workletter Agreement and fail to cure the same within the time permitted for cure under the Lease, and the Lease is terminated as a result of such Default, then all amounts paid or incurred by Landlord towards the Improvement Allowance shall become immediately due and payable asadditional Rent under the Lease.

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ATTACHMENT 1

TO WORKLETTER AGREEMENT

1.            Landlord will provide electrical capacity of five (5)watts per rentable square foot for lights and outlets ("Tenant Electric"). The risers that supply the electrical power and the meters to determine consumption for each floor or partial floor will be provided as part of the Base Building Work. In the event Tenant requires additional electrical capacity in the future, Landlord will provide riser capacity, if then available, to provide for up to a total of three (3)additional watts per rentable square foot (for a total of eight (8) watts per rentable square foot; 2 watts per rentable square foot for lighting and 6watts per rentable square foot for convenience outlets and business equipment). This additional capacity may require an additional transformer. Tenant shall be responsible for costs, if any, associated with the transformer, conduit and conductors and other related expenses to add capacity with or without a new transformer. Furthermore, if additional wattage is added, any requirement for additional cooling shall be at Tenant's expense.

2.            Landlord shall be responsible for modifications to meet ADArequirements as mandated outside of Tenant's Premises, as well as the existing Building core washrooms within the Premises. Except as provided in the prior sentence, Tenant shall be responsible for ADAcompliance within the Premises including the elevator lobbies and corridors on each full floor and any and all private washrooms within the Premises (other than the existing Building core washrooms). Landlord shall provide at its cost the Building infrastructure necessary to support Tenant's ADAlife-safety systems including the fire annunciators panels for audio-visual strobe systems.

3.           The Base Building Work shall include building standard blinds (in good repair) for all exterior windows.

4.           Wall-mounted fire extinguishers will be provided as required by fire codes in the mechanical and electrical rooms located in the core areas of the Premises.

5.           Completed standpipe connections and fire alarm communication speakers will be provided in the elevator lobbies and Building stairwells.

6.           The Building core doors shall be as currently exists in the Premises.

7 ..           The base Building currently provides for telephone service cables from the network point of presence distribution system to the telephone communications closet on each floor of the Premises. Telephone riser capacity to each of Tenant's floors shall be delivered "as is" as part of Base Building Work. The Landlord shall provide, in a location to be designated by Landlord, the equivalent of two (2) four (4) inch sleeves for Tenant's telecommunication needs for current and future requirements. For inter-floor wiring, Tenant should use satellite closets within the Premises, which is required for access and security purposes, not the Building riser closet.

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8.           The floor leveling standard shall be 1/2" over 10' non-cumulative. The Landlord shall provide a survey or comparable documentation of compliance prior to December 31, 1997, subject to Tenant's completion of demolition (except for the 13th floor) no later than October 31, 1997.

9.           Landlord shall provide for the installation of sprinklers in all Tenant's Initial Premises and such installation shall include fully recessed sprinkler heads within Tenant's Initial Premises distributed at the ratio of 1 per 200 rentable square feet. This work shall be coordinated with Tenant's interior improvements. Any costs incurred by Landlord for sprinklers (including installation) in excess of the preceding ratio shall be paid by Tenant.

10.           Any HVAC "rebalancing" that Landlord elects to complete in connection with this Lease shall be completed and coordinated with the other Base Building and Tenant Work. However, such HVAC "rebalancing" will not result in there being less VAV boxes on Tenant's floors than currently exist. Landlord shall provide an average of one (1) cubic foot per minute ("CFM") of air per square foot of the Premises.

Tenant may reserve the right to have the Landlord demolish the existing stair within the Premises with the Landlord's Work, including the restoration and reconstruction of the floor slab. Such right must be exercised, if at all, by written notice to Landlord no later than December 31, 1997.

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Revised July 25, 1997

ATTACHMENT 2

Building Standard Items

303 East Wacker Drive

1. Schlage latchset - D10S, Athens style, 612 finish.

2. Schlage lockset - D53PD, Athens style, 612 finish with cylinder keyed to building master key system.

3. Stanley hinges -F179 4-1/2" x 4-1/2" primed painted. (Used on Building Standard interior doors.)

4. Stanley hinges -FBBI79 4-1/2" x 4-1/2". (Used on 3'-6" x 8'-6 1/2" doors.)

5. LCN closer - 4010 x AL paint. (Used on secondary doors. Optional on interior doors.)

6. Quality floor stop - 431ES x US10.

7. Building standard hollow metal door - 3'-0" x 8'-6 1/2".

8. Building standard hollow metal frame - 3'-0" x 8'-7 1/2".

9. Building standard secondary hollow metal door - 3'-6" x 8'-6 1/2".

10. Building standard secondary hollow metal frame - 3'-6" x 8'-7 1/2".

11. 24" x 48" lay-in recessed fixture flush with ceiling tile 120V in-line fused, 3 tube with GE F32 T8/SP35 or equal with electronic ballast, 18 cell parabolic diffuser. Fixture must be City of Chicago air plenum approved and equipped with return air slots.

12. 24" x 48" lay-in emergency fixture, same as Item #11, with two (2) 6" long lead wires from ballast compartment EM fixture appropriately "tagged," fused once.

13. Acoustical Ceiling - Armstrong Second Look - 2 x 4 exposed grid ceiling system using Chicago Metallic Corp. #750 Series lo-gloss grid and Armstrong 2 x 4 x 3/4" Class A Second Look lay-in board, item #2765-C.

14. Vinyl tile - 12" x 12" x 1/8" thick composition. Vinyl tile, Armstrong Imperial Excelon.

15. Vinyl base - 2-1/2" or 4" high straight or cove. Roppe/VPI rubber base #93 black, brown, or black/brown.

16. Drywall - Demising Partition: 2-1/2" metal studs (25 ga.) at 24" on center erected to underside of slab with 2 layers of UL approved 5/8" gypsum board on both sides. Bottom layer is to extend within 12" of slab and second layer is to extend 6" above acoustical ceiling. 2" fiberglass batt insulation between studs.

Corridor Partition: 2-1/2" metal studs (25 ga.) at 24" on center erected to underside of slab with 2 layers of UL approved 5/8" gypsum board on both sides. Bottom layer extends to underside of slab and second layer extends to 3" above ceiling. 2" fiberglass batt insulation between studs.

Interior Partition: 2-1/2" metal studs (25 ga.) at 24" on center erected to underside of slab. One layer of UL approved 5/8" gypsum board on both sides erected approximately 3" above ceiling.

17. Building standard paint: Any light tone pastel color from Glidden's Color Chart is considered "Building Standard."

· One prime coat and two coats of flat latex paint on all partitions.

· From the second floor up (multi-tenant floors) the corridor doors are enamel and the elevator doors are electrostatic enamel paint both are Benjamin Moore #979.

· The plaza elevator doors are bronze.

· The revolving doors are painted PPG Duranar UC 50900.

· The concourse sign band, retail entrances and the Swissôtel and Columbus doors are PPG Super 600 Duracron UC 45311.

· The freight elevator vestibules are Benjamin Moore #856, upper portion and Benjamin Moore #979, lower portion.

· The janitor closets are Benjamin Moore #856, upper portion and Benjamin Moore #979, lower portion.

18. Window Coverings - Levelor dark bronze horizontal venetian blinds on all building perimeter windows.

19. Carpeting - Designweave Eastfair/Haddon Hall loop pile or Windswept cut pile.

20. VAV boxes - E.T.I. (Environmental Technology, Inc.) model SDR with Johnson Controls Metasys operator and Metastat thermostat.  (Note: Floor has to be wired for this system.)

21. Exit signs - Alcko Edge Glow RPL - 110E - GLR-AP, 120v.

22. Sprinklers should be installed per local/state/federal code and be fully recessed. Tenant shall provide reflected ceiling and partition plans in autocad format.

"CONTRACTOR REGULATIONS AND GUIDELINES

FOR TENANT IMPROVEMENT"

ATTACHMENT 3

(consisting of 10

pages)

1. Cushman & Wakefield State Street, Inc., (C&W) will be involved in the Tenant Improvement ("T.I.") process from "kick off" to "move in", including plan review, pre-testing, testing, pre-qualification of contractors and the coordination of building systems tie-in. C&W will coordinate the use of the loading dock and freight elevators.

The Contractor's superintendent is encouraged to make use of C&W experience with the building systems. C&W will make itself available for consultation during the entire process. They will attend all meetings with the contractors, subcontractors or space planners that involve building systems or major changes of scope and as such, expect to be informed of all meetings.

Plans and specifications must be approved by C&W prior to commencement of any work. Contractor is responsible for checking with C&W on the approval of the plans and specifications.

A "kick off" meeting will be scheduled by C&W prior to start of construction with tenant representative(s), designer representatives(s), contractor(s) and C&W, both Management and Construction Offices, to discuss guidelines. procedure, schedule, quality control and other items that will make the job run smoother for all parties.

All coordination of C&W services (i.e., use of loading deck, freight elevator, deliveries, after hours access. etc.) will be done by the General Contractor only, not individual subcontractors.

2. After hours access will be provided based upon the subcontractor list provided to the building management. Any deviation will require written explanation. After hours Access Request Forms (Attachment 1) may be obtained from C&W during normal business hours and submitted to C&W office no later than 3:00 p.m., Monday through Friday.

3. The Building is equipped with one freight elevator to serve all floors. All T.I. Contractors and Contractor personnel must use only the freight elevator for transportation of men, materials, and equipment. No Contractor/Subcontractor personnel or equipment are permitted within the finished passenger cabs. These are reserved for occupants of the Building and their guests. If any Contractor or Subcontractor personnel are found in the passenger cabs, the elevators will be immediately inspected for damage and all damages, whether a result of said use or not, shall be corrected by C&W at Contractor's expense.

4. Loading dock hours are Monday through Friday 8:00 a.m. to 4:00 p.m. unless otherwise specified by lease, anything before or after that is considered overtime and will be billable as such. Billable rates based upon local union contracts, in-place at this time and are available from the Office of the Building upon request. A Freight Elevator Request Form (Attachment 2) must be submitted to C&W. During the business day, reservations may be made in two hour increments on a first come first served basis. Reservations made for Saturday and Sunday or "after hours" that result in a "no show", will be billed a

four hour minimum unless canceled in writing 24 hours previous to the commencement time.

5. All Contractors and all personnel shall enter and exit through the loading dock at all times. Building Security personnel have the right to inspect all tool boxes of Contractors or Subcontractors upon departure from the building.

6. When working on a tenant occupied floor, all deliveries are to be accepted, moved and delivered to the contracted suite by 8:00 a.m. When accepting deliveries, masonite must be installed to protect wall and floor finishes. It is the Contractors' responsibility to keep public areas clean at all times.

7. All material deliveries shall be made at the loading/service dock. All deliveries consisting of bulk material must be made between the hours of 5:00 p.m. and 8:00 a.m., and must be scheduled with C&W. If deliveries are to be made at other times, approval must be obtained from C&W office. At no time will material be transported through the building lobby or public areas unless specifically authorized in writing.

Should the use of the freight elevator by the Contractor/Subcontractor delay the removal of rubbish from tenant occupied spaces at night, the Contractor/Tenant will bear the extra cost incurred for overtime.

8. All construction waste and debris shall be removed via the freight elevator to the loading dock. No construction waste or debris may be placed in the building Dumpster/compactor. The Contractor will provide for removal of waste and debris from the building at its own expense. If a Dumpster is required (space allowing), the location shall be authorized by C&W. A Dumpster Identification Card Form (Attachment 3) should list the company which will be handling the Contractor's Dumpster/hauling. This form must be completed and submitted to C&W prior to placement of a Dumpster.

9. Should the Contractor require access to another tenant's occupied space within the building, please notify C&W in writing at least 48 hours in advance with the After Hours Access Request Form (Attachment 1). The request should include the list of subcontractors who will be accessing the space, whether or not they will require ceiling access, the areas that will be worked on and the length of time needed to complete or perform work in the space. No drilling, hammering, loud noises or use of materials causing offensive odors will be allowed during the business day, from 8:30 a.m. to 6:00 p.m.

10. All corrective work or work performed in occupied spaces at any time must be immediately cleaned up by the workmen prior to leaving the job or at the end of the business day if the project is on-going. The Contractor shall be responsible for all costs incurred by C&W if this clean-up work is not performed satisfactorily.

11. Air conditioning to the space will not be provided until branch ducting and VAV boxes have been installed.

12. Contractors are required to erect and maintain dust barriers and proper dust covers on the floors at exit areas of construction. These are required on floors which are occupied by other tenants. Contractor is responsible for taking extra precaution to safeguard the

floors, walls and/or elevators from damage which may be caused by the movement of materials or debris.

13. Below is the procedure of draining and filling fire sprinkler systems on floors under construction. All draining is to be complete by 7:00 a.m. and filled by 2:30 p.m.

a) Prior to start of any work, Subcontractor personnel should contact the Building  Engineer through C&W office.

b) The sub-contractor must provide to the Office of the Building the name, company name, date, time of drain and area(s) to be worked on.

c) Building engineers will drain the system for the sub-contractor to complete the necessary work. It should be noted that no more than two (2) floors stacked are to be drained at one time.

d) Upon completion of work, Subcontractor shall check system for leaks and verify with Building Engineering that no leaks are visible.

e) Building engineers will then open the standpipe. Reassemble tamper switches in proper sequence.

f) Subcontractor personnel will notify Engineering of job completion. At this time, Engineering will acknowledge, restore and reset the fire alarm system.

At no time shall a floor be permitted to be dry after working hours. All work performed on fire sprinklers and/or fire standpipes should be scheduled with the Building Chief Engineer at least 24 hours in advance. Contractor must comply with the conditions of the Building Engineer's approval of shutting down, filling and/or opening up of a fire sprinkler and/or fire standpipe system.

14. Contractor shall keep the space clean at all times. All construction debris shall be removed through the service elevator or stairs on a daily basis and shall not be allowed to accumulate. In the event that the Contractor fails or refuses to keep the demised premises free of accumulated waste, C&W reserves the right to enter said premises and remove the debris at the Contractor's expense. In addition, all public areas, i.e., corridors, restrooms, janitor's closets, etc. shall be maintained and kept free of construction debris, dust, etc.

15. Removal of combustible objects such as cardboard, empty paint cans, paint rags and other combustible materials should occur on a daily basis; such objects should be disposed of in an approved receptacle and in a legal manner.

16. The storage of all flammable liquids (paint, lacquer thinners, paint thinners, etc.) shall be in UL approved fire rated (for flammable liquids) storage cabinets or the liquids are to be removed from the property daily. If such materials will be stored in the proper storage cabinets, C&W should be notified of their existence, location and quantity. At the end of the project, all remaining paint is to be removed from the property and disposed of legally.

17. No gasoline operated devices, i.e., concrete saws, coring machines, welding machines, etc. shall be permitted within the building premises. All work requiring such devices shall be performed by means of electrically operated substitutes.

18. All approved gas and oxygen canisters shall be properly chained and supported to eliminate all potential hazards. At the completion of use, said containers shall be promptly removed from the building.

19. All electrical rooms on construction floors are to be kept clean and orderly at all times and must be locked at the end of each work day. These rooms cannot be used as storage for tools or supplies. At the end of each day all garbage and wire remnants are to be removed and a clear pathway maintained to all panels. Initial access to electrical & telephone equipment rooms can be arranged through C&W. Tenant equipment may not be installed in electrical or telephone rooms. All panel covers are to be replaced and properly labeled upon completion. All penetrations through floors, walls and ceilings should be properly fire safed, upon completion.

20. Upon completion and termination of all electrical circuits and before energizing, notify Building Chief Engineer so that a neutral to ground bonding test can be performed.

21. Specific restrooms will be designated for Contractor use. Anyone found using restrooms other than specified, or anyone using the janitorial closets will be subject to dismissal. No one is permitted to use the janitorial closets without C&W permission. Janitors' slop sinks cannot be used for disposal of flammable, hazardous waste or drywall taping compound. Contractor is responsible for maintenance while using designated restrooms. Upon completion of each tenant improvement, the Contractor will be responsible for restoring the facility to its original state.

22. Any use of telephone room chase way must have prior approval from the General Manager.

23. During the construction, stairwells or fire doors leading to stairwells may not be blocked with trash. Fire doors may not be propped or blocked open in any fashion or in any way. Stairwells may not be used for the storage of any materials and they are to be kept clear at all times. During construction, air conditioning smoke dampers may not be propped open.

24. All smoke detectors on the base building system are to be protected during construction, demolition, sweeping or other clean up operations that may cause considerable dust or smoke. At the end of each work day, after the dust has settled, each smoke detector that had been protected during the day are to be uncovered to ensure proper operation.

25. All contractors are to take adequate precautions to prevent the accidental tripping of the fire alarm system. All management costs connected with resetting false alarms initiated by the Contractor or its Subcontractors will be charged to the Contractor's account.

At completion of every work day, fire, life, safety system shall be left trouble and alarm free. Contractor to notify Building Engineering of said status before leaving job site.

26. Contractors are required to keep at least four currently certified 10 pound ABC fire extinguishers on each floor during construction. They are to be placed inside the controlled area and all workers are to be informed as to their location and proper use. Construction workers should be informed by their supervisors on means of egress from the floor in case of an emergency, location of fire pull stations and locations of wet stand pipes.

27. All "J" boxes and fire/life safety conduit that are installed during tenant build-out, must be marked with red spray paint. All fire/life safety wiring must be kept strictly within the color code. There is a color code and chart for every floor located inside the panel in the electrical room on each floor. This chart should not be removed. Failure to adhere to the color code may result in costly time consuming rewiring. Only building authorized life safety contractors will be allowed to pull wire, install and connect life safety devices (i.e., speakers, pull stations and smoke detectors).

28. Prior to core drilling, the Contractor will submit a "scaled drawing" for approval by the Building's structural engineer, upon approval of such drawing the Contractor will inform C&W of the locations of the core drill for the review and approval of the Chief Engineer. All core drills are to be located from the underside to prevent damage to any of the exposed fire/life safety conduit on the underside of the decking. If cores are to be wet-drilled, slurry run-off shall be contained and must not be allowed to reach tenant areas below the construction. Any slurry that does migrate to the floor below shall be cleaned by the construction company in charge of the build-out above. Coring hours will be 6:00 p.m. to 2:00 a.m.

29. If applicable, upon completion of all tie-ins to heating hot water and/or condenser water loops, Contractor is to back flush with clean domestic water for two hours prior to introducing the system into the base building riser.

30. Any damage sustained during T.I. to electrical rooms, telephone rooms, storage closets, janitor closets, restrooms, or freight lobbies is the responsibility of the Contractor or tenant. A list of exceptions (punch list) to these areas should be submitted to the Management Office and the T.I. department prior to commencement and should be acknowledged by those offices.

31. All keying schedules and/or lock cylinders must be provided to Engineering three weeks prior to move-in. The Contractor, the Engineering Department and Management Office will have keys to the construction cylinders for access.

32. On partially occupied floors, painting and varnishing are to be done after hours when air conditioning is non-operational and dampers are closed. Please notify C&W at least 24 hours prior to commencing painting. Any spray painting with solvent based paints must be pre- approved by the City Code and C&W. Painting of elevator doors is to be supervised by the Elevator Maintenance Company (appropriate to the building). Please notify C&W at least 24 hours in advance.

33. No Contractor shall be allowed to start any work in the building without a current Certificate of Insurance on file with C&W. Contractor must keep current insurance certificates on all subcontractors. Any Contractor/Subcontractor performing work found to be without current insurance will be immediately ordered off the premises. Contractor,

in subcontractors' certificates of insurance, shall list the additional insureds as stated in the Client Information Package.

34. The Contractor/Subcontractor shall obtain at its expense, all permits and licenses necessary to perform the work and shall comply with all laws, ordinances, State and Federal government regulations, and with any Board or Commission or other duly qualified body regulations.

35. C&W reserves the right to inspect work, stop work and/or have a worker removed from the job at any time during the project.

36. The Contractor will be required to furnish the C&W with a list of subcontractors prior to commencement of the job. This list will include phone numbers and contacts for each Contractor/Subcontractor, including home and emergency telephone numbers.

37. No graffiti or vandalism will be tolerated. Any individual caught in the act shall be immediately removed from the premises and will not be allowed to return. In addition, all repairs will be at the Contractor's expense.

38. No tobacco smoking or chewing will be permitted in occupied or public areas. Smoking is allowed only in designated areas approved by C&W.

39. No radios or other non functional sound producing equipment will be permitted on any floor (unless required by Code or C&W).

40. Respect must be shown to the building tenants at all times. Rude and obscene behavior, including foul and abusive language, will not be tolerated. Offenders will be asked to remove themselves from the premises and shall not be permitted to return.

41. Wet paint sign must be posted in all public areas when appropriate.

42. The building shall provide electrical service consisting of 110V/220V outlets with 15A/20A capacity. Any power requirements in excess of that listed per the Lease Agreement shall be the responsibility of the Contractor/Subcontractor.

43. Contractor shall provide temporary electrical devices within the demised premises for its subcontractors use. Contractor will not be permitted to run extension cords through public space on occupied floors or through occupied tenant spaces.

44. The Contractor shall use reasonable measures to minimize energy consumption in the construction area when possible. The building shall pay for normal electrical consumption during the construction process. All lights and equipment must be extinguished at the end of the Contractor's business day. In the event that the Contractor continues to leave lights and equipment on during off hours, C&W reserves the right to receive just compensation for excessive electrical consumption.

45. Contractor/Subcontractor shall inaugurate and maintain an accident prevention program and an employee safety training program. All employees on the job, regardless of whose direct payroll they are on, are required to respond to safety instructions from the Contractor's supervisor. Persons who do not respond shall be removed from the job.

46. The Contractor should cover air transfers when working next to an occupied space to control the transmission of dust and dirt. Covering must be removed at the completion of daily construction. Keep all tenant entrance and exit doors closed to restrict the movement of dust or dirt. Close off temporary openings with polyurethane. Due to local fire codes, no openings may be made on a tenanted floor to the corridor unless the door remains closed except when materials are being delivered. Pre-filters should be installed over all return air openings until finished floors are installed. Verify with Building Engineer prior to installation of pre-filters.

"ATTACHMENT 1"

CUSHMAN & WAKEFIELD STATE STREET, INC.

THREE ILLINOIS CENTER

AFTER HOURS ACCESS REQUEST

DATE OF REQUEST FOR ACCESS:  _________

APPROXIMATE TIME OF ARRIVAL: ________          AM/PM (CIRCLE ONE)

CLIENT: _______________________________________________

FLOOR(S): _____________________________________    SUITE NO: ________

NAME OF GUEST (LIST ALL):

FREIGHT ELEVATOR:         YES / NO / ACCESS ONLY (CIRCLE ONE)

IF YES, PROVIDE SEPARATE FRT. ELEV. REQUEST

SPECIAL INSTRUCTIONS:

REQUESTED BY: ___________________________________________________

NAME & TITLE, and PLEASE PRINT

SIGNATURE: _______________________________________________________

PLEASE BRING THIS COMPLETED FORM TO THE OFFICE OF THE BUILDING PRIOR TO 3 PM

__________________________________________________________________________________

THIS SECTION TO BE COMPLETED BY THE OFFICE OF THE BUILDING:

CONFIRMED BY: _________________________________

ACCESS:          YES / NO                                COPY TO ENGINEERING: YES / NO

Distribution: Security Console - Dock - File - Client

"ATTACHMENT 2"

Cushman & Wakefield State Street, Inc.

THREE ILLINOIS CENTER

FREIGHT ELEVATOR REQUEST

Today's Date: ____________

Name of Client: ______________________________________

Scheduled Day/Date: __________________________________

Schedule Time: _______________________ To: _______________________

Floor for delivery/pickup: _____________________

Delivery/Moving Vendor: _____________________

Insurance Certificate of Vendor received by Management: Yes / No (circle one)

Name of Authorized Person making the Request: ________________________

Telephone Number: _______________________

Comments or Special Instructions:

________________________________________________________________________

(For Management use only)

Time Received: __________                  Approved By: ______________________________

Freight Elevator Operator/Starter: ________________             Car No: _________________

Job Completed: Yes / No           FEO _______________         VENDOR _______________

(signature of Operator)                   (signature of Foreman)

Comments:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Distribution: Security Console - Dock - Client - Operator - File

"ATTACHMENT 3"

Cushman & Wakefield State Street, Inc.

THREE ILLINOIS CENTER

DUMPSTER I.D.

To be used by Client or Contractor wishes to have a Dumpster delivered at the Dock.

Name of Client/Contractor: ___________________________

Job/Floor: _________________________________________           Client Alterations:

Contact Name: _______________________         Contact Phone No: _________________

Number of Days Project is expected to last: _________________________________

Date container will arrive at Loading Dock: _________________________________

Size of Container: _____________________

Special Instructions:

*All Dumpster are to be delivered after 5:00 P.M. and removed before 6:00 a.m., unless other arrangements have been made with the Management:

______________________________________________________________________________

(For use by Management only)

Date received: _________________                         Approved By: _______________________

Special arrangements if any:  ______________________________________________________

______________________________________________________________________________

______________________________________________________________________________

Distribution: Security Console - Dock - Client - Operator - Engineer - File

EXHIBIT C

SYSTEMS SPECIFICATIONS

Air-conditioning which shall, within tolerances normal in first-class buildings, be capable of maintaining inside space conditions of 78°F dry bulb and 50% relative humidity when outside conditions are 95°F dry bulb and 75°F wet bulb. Heating shall, within tolerances normal in first-class office buildings, be capable of maintaining inside space conditions of 72°F dry bulb when outside conditions are - -5°F dry bulb. The foregoing is based upon occupancy density of not more than one (1) person for each one hundred fifty (150) square feet of floor area within the Premises and a maximum electric lighting and office machine load of 5.0 watts per useable square foot connected load. Landlord shall provide an average of one (1) cubic foot per minute ("CFM") of air per square foot of the Premises.

EXHIBIT D

RULES AND REGULATIONS

1.           No sign, lettering, picture, notice or advertisement shall be placed on any outside window or in a position to be visible from outside the Premises and if visible from the outside or public corridors within the Building shall be installed in such manner and be of such character and style as Landlord shall approve in writing, which approval Landlord shall not unreasonably withhold, condition or delay.

2.           Tenant shall not use the name of the Building for any purpose other than Tenant's business address; Tenant shall not use the name of the Building for Tenant's business address after Tenant vacates the Premises; nor shall Tenant use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence. The preceding sentences shall not apply for so long as the Building is named after Tenant, as set forth in Section 16 of the Rider to the Lease.

3.           No article which is explosive or inherently dangerous is allowed in the Building, except for substances (including, without limitation, cleaning fluids and copy machine toners) customarily used in offices.

4.           Tenant shall not represent itself as being associated with any company or corporation by which the Building may be known or named. The preceding sentence shall not apply for so long as the Building is named after Tenant, as set forth in Section 16 of the Rider to the Lease.

5.           Sidewalks, entrances, passages, courts, corridors, halls, elevators and stairways in and about the Premises shall not be obstructed.

6.           No animals (except for dogs in the company of a blind person), pets, bicycles or other vehicles shall be brought or permitted to be in the Building or the Premises.

7.           Room-to-room canvasses to solicit business from other tenants of the Building are not permitted; Tenant shall not advertise the business, profession or activities of Tenant conducted in the Building in any manner which violates any code of ethics by any recognized association or organization pertaining to such business, profession or activities.

8.           Tenant shall not waste electricity, water or air-conditioning and shall cooperate fully with Landlord to assure the most effective and efficient operation of the Building's heating and air-conditioning systems.

9.           No locks or similar devices shall be attached to any door except by Landlord and Landlord shall have the right to retain a key to all such locks. Tenant may not install any locks without Landlord's prior approval except for any areas designated by Tenant as secure areas ("Secure Areas"). In the event that Tenant does not provide Landlord with copies of keys to

any Secure Area, Tenant waives all claims, against Landlord arising out of or resulting from Tenant's choice not to provide Landlord with a key to such Secure Area.

10.           Tenant assumes full responsibility of protecting the Premises from theft, robbery and pilferage; the Indemnitees shall not be liable for damage thereto or theft or misappropriation thereof. Except during Tenant's normal business hours, Tenant shall keep all doors to the Premises locked and other means of entry to the Premises closed and secured. All corridor doors shall remain closed at all times. If Tenant desires telegraphic, telephones, burglar alarms or other electronic mechanical devices, the Landlord will, upon request direct where and how connections and all wiring for such services shall be installed and no boring, cutting or installing of wires or cables is permitted without Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed.

11.           Except with the prior approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), all cleaning, repairing, janitorial, decorating, painting or other services and work in and about the Premises shall be done only by authorized Building personnel.

12.           The weight, size and location of safes, furniture, equipment, machines and other large or bulky articles shall be subject to Landlord's approval and shall be brought to the Building and into and out of the Premises at such times and in such manner as the Landlord shall direct and at Tenant's sole risk and cost. Prior to Tenant's removal of any of such articles from the Building, Tenant shall obtain written authorization of the Office of the Building and shall present such authorization to a designated employee of Landlord.

13.           Tenant shall not overload the safe capacity of the electrical wiring of the Building and the Premises or exceed the capacity of the feeders to the Building or risers.

14.           To the extent permitted by law, Tenant shall not cause or permit picketing or other activity which would interfere with the business of Landlord or any other tenant or occupant of the Building, or distribution of written materials involving its employees in or about the Building, except in those locations and subject to time and other limitations as to which Landlord may give prior written consent.

15.           Tenant shall not cook, otherwise prepare or sell any food or beverages in or from the Premises or use the Premises for housing accommodations or lodging or sleeping purposes except that Tenant may install and maintain vending machines, coffee/beverage stations and food warming equipment and eating and cooking facilities for the benefit of its employees or guests, provided the same are maintained in compliance with applicable laws and regulations and do not disturb other tenants in the Building with odor, refuse or pests.

16.           Tenant shall not permit the use of any apparatus for sound production or transmission in such manner that the sound so transmitted or produced shall be audible or

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vibrations therefrom shall be detectable beyond the Premises; nor permit objectionable odors or vapors to emanate from the Premises.

17.           No floor covering shall be affixed to any floor in the Premises by means of glue or other adhesive without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

18.           Tenant shall at all time maintain the window blinds in the lowered position, though Tenant may keep the louvers open.

19.           Tenant shall only use the freight elevator for mail carts, dollies and other similar devices for delivering material between floors that Tenant may occupy.

20.           No smoking, eating, drinking, loitering or laying is permitted in the Common Area except in designated areas.

21.           Landlord may require that all persons who enter or leave the Building identify themselves to security guards, by registration or otherwise. Landlord, however, shall have no responsibility or liability for any theft, robbery or other crime in the Building. Tenant shall assume full responsibility for protecting the Premises, including keeping all doors to the Premises locked after the close of business.

22.           Tenant shall conform to all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency and shall cooperate and participate in all reasonable security and safety programs affecting the Building.

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EXHIBIT E

THREE ILLINOIS CLEANING SPECIFICATIONS

I.           CLEANING SPECIFICATIONS - NIGHT

A.           CLIENT SUITES

GENERAL NOTE: The Contractor is responsible for damage to client space including any broken desks, plants, venetian blinds, etc.

1.           NIGHTLY

a.           Carpeted floors:All carpeted floors will be vacuumed nightly using a high quality vacuum, moving all light furniture such as chairs and stands. All furniture will be replaced to its original position. Vacuum under all desks and large furniture where possible. Spot clean, as required. Beater bar vacuum should be used when necessary

b.           Uncarpeted floors:All hard-surfaced floors will be dust-mopped nightly, using a treated dust mop, moving all light furniture. All furniture will be replaced to its original position. Dust-mop under all desks and large furniture where possible. Spot-clean where necessary to remove spills and smudges and buff as necessary.

c.           Dusting and cleaning:Wipe all furniture tops, legs, rungs and sides; wipe and disinfect telephones; move lamps, ashtrays, and other accessories (i.e. paper clips holder, rolodex, etc.) as necessary. Wipe all horizontal surfaces with reach, including window ledges, baseboards, ledges, molding an sills on glass and partitions. No feather dusters will be allowed. Papers or other personal items (i.e. pictures, keys, wallets, etc.) left on desk tops should not be removed.

d.           Furniture and Accessories:Dust, wipe clean and remove finger marks if necessary, from all furniture, file cabinets, mapboards, and telephones using treated cloth.

e.           Doors and Walls:All doors, jambs, walls and window mullions will be spot-cleaned to remove streaks, smudges, finger marks, spills and stains, paying particular attention to walls around switch plates and door jambs and doors around knobs and opening edges.

f.           Trash Removal:Collect and remove wastepaper, waste material and cardboard boxes (which Contractor will flatten) to designated area in or adjacent to the premises. Separate all wastepaper from other waste material and bag separately. Waste and/or rubbish bags shall be furnished by Contractor, if requested by Manager, and shall be adequate to hold contents without breaking. Manager shall have the right to approve trash removal containers and janitorial carts. Cardboard boxes should be placed in compactor, wood and metal should be placed in open dumpster. Contractor will participate in building recycling program, where applicable.

g.           Miscellaneous:Sweep private stairways, wash as necessary, vacuum carpeted stairways, dust handrails, balustrades and stringers and necessary.

Dust and clean all chair rails, paneling, trim, door and other architectural louvers, lattices and ornamental work, grilles, pictures, vinyl or fabric of chairs and, settees, ventilating louvers, charts and baseboards. Clean all directory board glass and display glass. Wash as needed and directed by Manager.

Remove all finger marks, smudges, gum or foreign matter from glass desk tops, glass table tops, glass entrances, private entrances to offices and elevator doors. Additionally, remove all marks and smudges from metal partitions and mail chutes (if any).

Clean glass entrance doors nightly.

Scour, wash clean all water fountains and coolers, emptying waste water as needed.

Mop up, wash or spot remove all coffee stain spills, foot tracks and smears throughout. Remove all ink stains as necessary.

Dust and wash all closet and coatroom shelving, coat racks and flooring.

Wipe clean and polish all brass, stainless steel, metal and other bright work, using a non-acid polish.

Upon completion of all nightly chores, all lights shall be turned off, windows closed, doors locked and offices left in a neat and orderly condition.

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Once entering a suite, the door is to be locked. Propping the doors open is not allowed.

2. WEEKLY

a.           Carpeted Floors: All carpeted floors will be edged with an edging tool, paying particular attention to comers, behind doors, and around furniture legs and bases. Baseboards will be washed with a mild soap, rinsed with clean water and wiped dry.

3. MONTHLY

a.           Uncarpeted Floors: All hard surfaced floors will be buffed with an electric rotary buffing machine as necessary, per manufacturer's specifications, but no less than once a month. All finish marks and/or residual cleaning fluids will be removed from baseboards, doors and frames.

b.           High Dusting: Perform all high dusting throughout on a monthly basis unless otherwise specified, including the following:

Vacuum and dust all pictures, frames, charts, graphs and similar wall hangings not reached in nightly cleaning. Damp dust as required.

Dust all overhead pipes, sprinklers, ventilating and air conditioning louvers and adjacent ceiling areas, ducts and other equipment items not reached in nightly cleaning.

Vacuum and dust all vertical surfaces such as walls partitions, doors, bucks and ventilating louvers, grills, high moldings and other surfaces not reached in nightly cleaning.

Dust all venetian blinds and window frames.

Dust exterior of lighting fixtures.

Wash all furniture glass

Upholstered furniture will be vacuumed to remove crumbs and dust.

Vacuum and dust ceiling tiles as required.

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Wipe clean and polish all aluminum, chrome, stainless steel, brass and other metal work, including trim and hardware, using a non-acid polish or other solution as directed by Manager.

4. BI-MONTHLY

a.           Hard-surfaced Floors:All hard-surfaced floors will be completely stripped, removing all finish. After the floors have been mopped, rinsed and dried, they will be refinished and machine polished to a uniformly bright, clean appearance, using manufacturer's recommended specifications. All wax spills and splashes will be removed from baseboards, doors, jambs, molding and walls.

b.           Wastebaskets:As requested by Manager or Client, thoroughly wash waste-baskets inside and out, dry, and return to their original location.

GENERAL NOTES: A non-staining floor finish that provides a high-degree of slip prevention shall be used on all floor maintenance work.

Contractor shall provide all required carpet maintenance for such installations throughout all areas of the building.

Complete floor maintenance shall be provided prior to the move-in of all new clients and a unit price shall be submitted for this work.

Provide Manager and keep on file, on site, all safety data sheets on all materials used.

5. ANNUALLY

a.           All building standard light fixtures will be removed, cleaned and replaced.

b.           All window blinds will be removed, cleaned and replaced

B.         RESTROOMS

1. General

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It is the intention of this specification to keep lavatories thoroughly clean and not to mask odors. If disinfectants are necessary, an odorless disinfectant shall be used. Remove all wastepaper and refuse, including sanitary napkins, to a designated area in the building and dispose of same. All wastepaper and sanitary napkins receptacles are to be thoroughly cleaned and washed, and new liners installed; liners to be installed so as to ensure maximum usage of receptacles. Fill toilet tissue holders, seat cover containers, soap dispensers, towel dispensers, and sanitary napkin dispensers. All supplies (i.e. toilet paper, hand towels, toilet seat covers and plastic trash receptacle liners) to be furnished by Manager. The filling of such dispensers to be in such quantity s to last the entire business day. Whenever possible, do not overfill and do not stock supplies on shelves, vanity tops or other visible areas. Immediately report all necessary repairs/replacements to the Manager including lights nor functioning properly. The sanitary dispenser machines will be maintained by Contractor. The products for the sanitary dispensers shall be purchased by the Contractor. Revenues collected by the Contractor on a regular basis shall be deemed the revenue of the Contractor.

All tasks detailed above are to be done on a nightly basis.

2. Nightly Cleaning

a.           Walls and Metal Partitions:Damp wipe all metal toilet partitions and tiled walls, removing graffiti with care taken not to damage surfaces. All surfaces are to be wiped dry so that all wipe marks are removed and surface has a uniformly bright appearance. Dust the top edges of all partitions, ledges and mirror tops.

b.           Floors and Tile:Floors will be swept clean and wet-mopped with a germicidal detergent approved by Manager using spray tank method. The floors will then be mopped dry and all watermarks and stains wiped from wall and metal partition bases, paying particular attention to comers. Scuff marks and footmarks are to be removed throughout.

c.           Metal Fixtures:Wash and polish all mirrors, powder shelves, bright work (including flushometers and exposed piping below wash basins and behind toilet fixtures), towel dispensers, receptacles and any other metal accessories. Contractor shall use only non-abrasive, non-acidic material to avoid damage to metal fixtures.

d.           Ceramic Fixtures:Scour, wash and disinfect all basins, including faucet handles, bowls, urinals and tile walls near urinals with

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approved germicidal detergent solution. Special care must be taken to inspect and clean areas of difficult access, such as the underside of the lip/rim of toilet bowls and urinals, to prevent buildup of calcium and iron oxide deposits. Wash both sides of all toilet seats with approved germicidal solution and wipe dry. Toilet seats are to be left in an upright position.

e.           Powder Rooms:If applicable, should be thoroughly cleaned and floors should be washed and waxed or vacuumed with spot removal, if applicable.

3. Weekly

a.           Floors:All floors will be machine scrubbed, using a germicidal solution, detergent and water. After scrubbing, floors will be rinsed with clean water and dried. All water marks will be removed from walls, partitions, and fixtures. An approved floor finish will be applied and buffed as needed.

b.           Floor Drains:Clean, disinfect, and fill with water to avoid the escape of sewer gasses. No acids are permitted.

4. Monthly

a.           Walls and Metal Partitions and Washable Ceiling:Wash with water and germicidal solution. Wipe dry and polish to a uniformly bright, clean condition.

b.           High Dusting and Cleaning:Perform all high dusting, inclusive of grilles and diffusers, vacuum and wash all ceilings and louvers, including washable acoustical tile.

The above shall be performed more frequently, if directed by Manager.

5. Quarterly

a.           Light Fixtures and Ceiling Grills:Specially trained employees will remove light lenses and ceiling grills. Wash thoroughly, dry and replace. This will be done as often as necessary, but not less often than quarterly. A proposed cleaning schedule providing for the cleaning in 25% of the building will be submitted with contractor's proposal for the proper care and maintenance of these fixtures. Such schedule will be subject to approval by Manager.

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C.         ELEVATORS/ESCALATORS(Below and Above Grades, including Freights)

1. Nightly

a.           Floors:All elevator carpets will be vacuumed and spot-cleaned nightly, using particular care to clean in comers and along edges. Soluble spots will be removed using a procedure without risk or injury to color or fabric. Uncarpeted floors will be swept and damp-mopped.

b.           Saddles:All saddles and door tracks will be wiped clean, removing all dirt and stains. All dirt and debris is to be removed from door tracks using brush, vacuum and/or edging tool. Saddles and tracks will be left in a uniformly bright, clean condition.

c.           Walls and Metalwork:All marks, streaks, smudges, gum and other sticky substances will be removed from walls, doors (interior and exterior), panels, granite, facing, grout, (removal of marks from grout must be accomplished without compromising the integrity of the grout), handrails and jambs and will be wiped down and polished to a uniformly clean and bright appearance. In a like manner, ceiling panels and above ceiling areas will be maintained in a uniformly clear and bright appearance. Any damage (such as scratches, graffiti or broker floor-call buttons) is to be reported to Manager.In addition, any lights not functioning properly are to be reported to Manager,noting elevator numbers.

d.           Escalators:All metal work on escalators will be wiped cleaned and polished and left in a uniformly clean and bright condition.

2. WEEKLY

a.           Floors:Shampoo carpets in elevator cabs, including spare carpets if made available, following manufacturer's specifications. Uncarpeted floors are to be machine scrubbed and sealed, as necessary.

D.         MAIN LOBBY AND CONCOURSE

1. Nightly

a.           Carpeted Areas:Any carpeted areas, including carpet behind consoles, will be vacuumed nightly. Vacuuming shall include nightly edging along baseboards, movement of cigarette urns and small furniture. All

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furniture and fixtures are to be replaced to their original position when vacuuming is finished. Carpet will be spot-cleaned where necessary each night.

b.           Uncarpeted Areas:Hard-surfaced floors are to be dust- mopped, using a treated mop to remove all loose dirt and grit, and then wet-mopped with clean water and dried. All mop marks and water splashes will be removed from walls, baseboards, carpeting and furniture, and all furniture and fixtures replaced to their original position when mopping is completed. Lobby planters are to be moved to allow for cleaning of floor, then put back in the same location, where possible.

c.           Walls and Doors:All walls (including granite), doors, and jambs will be cleaned to remove all dust, finger marks, smudges and spills (inclusive of stairway and utility doors). Special attention to all areas around call buttons.

NOTE: Care must be taken around and/or near all artwork and displays.

d.           Lobby Glass:All glass windows, doors, and jambs will be cleaned to remove all finger marks, smudges and spills, and will be left in a uniformly bright, clean condition.

e.           Miscellaneous Metalwork:All metalwork, such as mail chutes and boxes, door hardware and frames, metal lettering, mullions and sills, door knobs and kick plates, etc. will be wiped clean and polished and left in a bright condition, free of all dust and streaks.

f.           Elevator Doors, Panels, Granite and Saddles (Tracks):Elevator doors (interior and exterior) will be wiped down and polished (top to bottom) and lift in a bright condition, free of all dust and streaks. Elevator saddles will be wiped clean and all dirt and debris removed from door tracks, using a vacuum service tool. Spills and smudges will be removed so that the saddles and tracks are left in a bright, clean condition. Any and all scratches or marks should be reported to the supervisor for report to Manager.Special care should be taken when cleaning elevator control panels. Do not use water on control panels.

g           Cigarette Urns:Clean all cigarette urns, removing all butts and debris nightly using a sifting or screen tool. Refill with sand when necessary; sand to be no more than 1" from top. All material to be furnished by Contractor.

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h.           Dusting: All horizontal surfaces, including furniture tops and areas within reach which includes the security station (console) and seating areas, are to be dusted nightly using treated dust cloths. No feather dusters are to be used.

i.           Miscellaneous Displays:Clean all miscellaneous displays, except artwork (including sign holders, stanchions and newspaper trays nightly) and other displays as directed.

j.            Louvers:Dust all door louvers and other ventilating louvers within reach.

k.           Baseboards:Dust and clean all baseboards, electric fixtures and any other fixtures or fittings within reach.

l.            Escalators:All escalator rails and glass are to be thoroughly cleaned. All escalator metal is to be cleansed and polished.

m.          Mats: Sweep, vacuum, spot clean and scrub as required all mats and runners.

2. Weekly

a.           Carpeted Areas:Carpeted floors are to be vacuumed using a pile lifter to remove all embedded dirt and grit. The operation will include the same edging and detailing required for nightly vacuuming.

b.           Uncarpeted Areas:All hard-surfaced floors will be machine buffed following specified (Section D, paragraph 1 b) nightly procedures, using an electric rotary buffing machine to obtain maximum shine.

3. Monthly

a.           Carpeted Areas:All carpeted floors will be shampooed to remove any spots, stains or other spills, and be left in a uniformly clean condition. Any spots not removable by normal shampooing will be reported by the supervisor to Manager.

b.           Uncarpeted Areas:All hard-surfaced floors are to be completely machine scrubbed. After scrubbing, the floor will be re-sealed as needed. On completion of resealing, all water and other marks will be removed

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from walls, baseboards, doors, furniture mullions and adjacent carpeted areas. Lobby and concourse planters shall be moved in all possible cases and replaced. Special care should be given to ensure that planters or column bases are not damaged in the scrubbing process. Any repairs shall be made by Contractor at Contractor's sole cost and expense.

c.           Air Diffusers:All diffusers shall be cleaned using a treated dust cloth.

4. Semi-Annual

a.           Walls: All walls, doors and frames will be thoroughly cleaned, using methods reviewed and accepted by Manager,leaving no streaks, smudges, dust, or stains. Walls, doors and frames shall have a uniformly bright and clean appearance when completed. All nicks and scratches requiring more than routine touch-up will be reported by the supervisor to the Manager for repair. The Office of the Building shall be notified one week in advance of the semi-annual cleaning in order to schedule the removal and safekeeping of lobby art work and any other displays.

b.           Lights: Clean high lights, globes, fixtures and all other items not reached in nightly, weekly or quarterly cleaning.

NOTE: It is the intent of this Agreement and Contractor agrees to keep lobbies, concourse areas and entrance ways properly maintained and clean and presentable at all times, commensurate with first-class office buildings.

E. PUBLIC AREAS(Hallways, All Elevators Lobbies Which Include Passenger, Garage and Freights).

1. Nightly

a.           Carpeted Areas:All carpeted floors are to be vacuumed and edged with a small broom or edging tool, moving any and all furniture and accessories. Carpet will be spot-cleaned where necessary, using a method without risk of injury to color or fabric.

b.           Uncarpeted Areas:All hard-surfaced floors are to be mopped with a treated dust mop and buffed, as needed, to maintain a uniformly bright appearance, with particular attention to edges, comers, and behind doors. All spills and stains will be removed with a damp mop or cloth. Baseboards, frames (molding) and granite will be wiped down with a treated dust cloth.

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c.           Walls:All walls will be spot-cleaned to remove all smudges, stains, and hand marks, using only clean water or a mild cleansing agent, where necessary. When soap or cleaner is used, the wall will be rinsed with clean water and dried. No abrasive materials or solutions are to be used.

d.           Door and Jambs:All doors and jambs will be spot-cleaned to remove any hand marks, stains, spills or smudges. Use only clean water or a mild cleansing agent where necessary, and rinse with clean water and dry. When completed, doors and jambs shall have uniformly clean appearance.

e.           Glass Doors and Partitions:All glass doors and partitions, including any directory glass, will be spot-cleaned to remove any finger marks, smudges, or stains and will be left in a uniformly bright, clean condition.

f.           Miscellaneous Metalwork:All metalwork, such as mail chutes, door hardware and frames, metal lettering, and other metal accessories will be wiped clean and polished using a non-acid polish and left in a uniformly clean and bright condition, free of all dust and streaks.

g.           Elevator Doors and Saddles:Elevator doors, panels (granite or metal) and frames will be completely wiped down and polished, removing all dust, marks and stains, and left in a uniformly clean and bright condition.

h.           Cigarette Urns:Clean all cigarette urns, removing all butts and debris utilizing a sifter screen and fill to within 1" of top with clean sand as needed. Material to be provided by Contractor.

i.           Dusting:Dusting all accessories, ledges and all other horizontal surfaces, using a treated dust cloth. No feather dusters are to be used. All surfaces to be left in a clean, dust-free condition. Spot-clean as necessary.

j.            Furniture and Miscellaneous:All furniture is to be wiped, using treated dust cloth, paying particular attention to legs and surfaces near the floor. Vinyl or leather surfaces are to be dusted and spot-cleaned where necessary, fabric is to vacuumed as necessary.

2. Weekly

a.           Carpeted Areas:All carpeted floors will be vacuumed, using a pile lifter to remove all embedded dirt and grit and restore pile to a uniformly upright condition.

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b.           Uncarpeted Areas:All hard-surfaced floors will be wet-mopped. All residual wax and mop or scrubber marks will be removed from baseboards. Floors, chrome frames, granite walls and baseboards to be left in a uniformly bright, clean condition.

c.           Baseboardswill be cleaned with mild soap and water, rinsed with clean water and wiped dry after vacuuming of the carpets in complete.

3. Monthly

a.           Carpeted Areas:All carpeted areas will be shampooed removing all stains. Any damage (i.e., burns, rips, etc.) will be reported to supervisor for report to Manager.

b.           Uncarpeted Areas:All hard-surfaced floors are to be stripped of all wax or other coating, cleaned and dried, removing any and all marks or stains. Floors will then be refinished and polished and left in a uniformly bright, clean condition. All finish spills and splashes will be completely removed from baseboards, walls doors, granite and frames.

4. Periodic Cleaning and General Items

a.           Utility Areas:All telephone closets, utility closets and building storage areas shall be cleaned as directed by Manager,but not less than weekly.

b.           Vacant Spaces:Clean and sweep all vacant areas as needed or directed by Manager,but not less than weekly.

c.           Overhead Pipes:Dust all visible overhead pipes, sprinklers and equipment items not reached in nightly cleaning, as directed by Manager,but not less than monthly.

d.           High Dusting:All high dusting beyond the reach of the normal day-to-day dusting will be accomplished monthly. This will include, but not be limited to, all ledges, charts, picture frames, graphs, air diffusers, and other horizontal surfaces as well as all vertical surfaces such as walls and partitions.

e.           Doors and Jambs:All painted floors and jambs will be washed down with clean water, using a mild cleansing agent where necessary, rinsed

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with clean water and dried, leaving no streaks, marks, or smudges. Chips or scratches will be reported to supervisor for report to Manager.

f.           Air Diffusers:All air diffusers will be thoroughly washed and dried and left in a clean condition asoften as necessary, but not less often than once a month.

F.         JANITORS' STORAGE CLOSETS

All janitors' storage closets, restrooms, lunchrooms, and work/break areas (service areas) provided by the building for use of Contractor personnel will be kept in a neat, clean, sanitary and orderly condition at all times. The restrooms will be maintained in the same condition as the public restrooms as specified in Section B. Before leaving the premises each night, all of the service areas will be dust-mopped, and spot-cleaned, where necessary, and dusted. Tile floors will be stripped and waxed, asnecessary, but not less often than every sixty days. Concrete floors will be sealed (where necessary), dust- mopped nightly, and wet-mopped monthly. All doors and walls will be spot-cleaned nightly.

G.         STAIRWELLS

1. Weekly

a.           Cleaning:All doors, jambs and sills will be checked daily and, where needed, dusted (wiped down) and spot-cleaned to remove all finger marks, smudges and stains. Stairs and landings will be swept and spot-cleaned to remove all spills, stains and letter.

b.           Dusting:Handrails, baseboards, light fixtures, and all horizontal ledges and surfaces will be wiped with a treated dust cloth.

c.           Fire Equipment:All fire equipment, inclusive of extinguishers, hose cabinets or covers and communication devices, shall be dusted.

2. Quarterly

a.           High Dusting:All high dusting, including but not limited to door closures/smoke dampers and all other surfaces not reached during normal dusting operations, will be dusted or cleaned, asnecessary, but not less than every three months.

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3. Semi-Annually

a.           Stairs and Landings:All stairs and landings will be wet-mopped and dried. A schedule for this project shall be submitted in advance for approval.

H.         CONSTRUCTION/PRE-OCCUPANCY(To be considered an extra to contract cost.)

1. Client Areas

Prior to client occupancy of new or remodeled space, Contractor shall, if requested by client, render a thorough initial cleaning of all newly-constructed and rented space, including dusting, sweeping, vacuuming, polishing of metal and bright work, windows, and mullions, removal of plaster, dust and construction debris so that the premises are left in a clean, orderly condition ready for occupancy by client. Contractor shall also provide complete floor maintenance and initial waxing and polishing throughout the premises prior to move-in of all new clients.

2. Restrooms

Contractor shall perform a thorough initial cleaning of all floors, walls partitions, fixtures, and bright work as they are placed in operation, at no cost to the Building. No caustic materials will be used.

I.          RECYCLING PROGRAM

The Manager has instituted a recycling program which involves the client placing paper goods in centrally located bins for nightly removal.

The Contractor shall instruct its associates to use special care when removing this material from the building into compactors or dumpsters.

Specially colored liners shall be provided for recycled products by the Manager.

If client elects to have recycled products sorted at individual work areas rather than centrally located depots, Contractor agrees to provide this service at no additional cost to Manager or Client.

J.          LOADING DOCK (including compactor area and freight elevator lobby)

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1. Nightly

The loading dock shall be thoroughly cleaned using a mechanical scrubber and appropriate grease-cutting and sanitizing cleansers.

2. Monthly

a.           In addition to the nightly tasks, the dock area will be detailed around edges and comers once a month or asrequired by Manager.

NOTE: Freight elevator lobbies and the loading dock office are to be cleaned in accordance with the previously detailed NIGHT specifications.

II.         DAY CLEANING AND GENERAL MAINTENANCE EXPECTATIONS

The following is an overview and more detailed duties are provided under "DUTIES".

The Day Staff shall be trained and expected to perform the following duties aswell as any additional duties as may be directed by the Manager;in all activities, damage or exceptions (lights out, loose panels, etc.) are to be reported to supervisor for appropriate action.

A.         INTERIOR CLEANING

1.           Lobby: (including Concourse). Maintain entry lobby. Use of carpet sweeper and/or vacuum shall be used during the day. Treated dust mops shall be used for removing footprints from floors. Damp mop shall be used for spills. All glass and walls shall be spot cleaned, removing handprints, smudges, etc. throughout the day. Security Console and Client Directory shall be cleaned asneeded using a treated cloth but no less than twice a day. FEATHER DUSTERS ARE NOT TO BE USED. No scrubbing or buffing shall be done during the day in the Lobby or in Concourse Areas.

2.           Glass Interior and Exterior:Spot clean glass entry doors and windows throughout the day, as needed.

3.           Elevators:Maintain all elevator cabs. Carpeted elevators are to be vacuumed and spot-cleaned. Surface litter should be removed, and fingerprints and smudges on wall panels wiped down. This cleaning should be performed

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at least once in the morning and once in the afternoon. Metal damage and graffiti are to be reported to Manager immediately.

4.           Restrooms: Day Porters and Matrons shall be trained and assigned to perform the following duties and any additional duties as may be directed by the Manager:

a.           Metal Fixtures: Wash and polish all mirrors, powder shelves, towel dispensers, receptacles, and any other metal accessories.

b.           Ceramic Fixtures: Special care must be taken to inspect toilet seats, toilet bowls, sinks and faucet handles. Make sure they are clean.

c.           Walls and Metal Partitions: Damp wipe all metal toilet partitions and tiled walls, using approved germicidal solution, if necessary. Note any damage and/or graffiti and report immediately.

d.           General: Remove all wastepaper and refuse, including sanitary napkins, also fill toilet tissue holders, seat cover containers, soap and lotion dispensers, towel dispensers, and sanitary napkin dispensers.

Clean drinking fountains twicedaily.

Paper product refill stock is not to be visibly stored in any area of the restroom.

B.         EXTERIOR CLEANING

1.           Plazas: First thing each morning, day Porters are to police the entire exterior of the building, including walkways and lower/upper plazas, picking up cigarette butts, papers, leaves, and any other debris, mopping/sweeping up standing water, noting any damage or exceptions, and assuring that the area is in neat, orderly condition. Any discrepancies or clean-up required beyond the morning walk will be reported to Manager for attention during the day.

All plazas, courts, walkways, garden areas, seating areas, ponds, pools, handrails, etc., are to be checked and cleaned throughout the day with special attention to early morning 6:00 - 7:00 am, lunch time 11:30 am - 1:00 pm, and end of day 3:30 pm - 4:30 pm. All trash and cigarette receptacles to be emptied regularly. Benches to be cleaned regularly.

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2.           Exterior Granite:All exterior walks (including public sidewalks), stairs and open/covered plazas will be cleaned daily and scrubbed at least weekly with a mechanical scrubber/vacuum. After cleaning and sweeping, all standing water will removed by squeegee and the surfaces left in a clean, dirt-free condition. Caution signs and stanchions must be used during the operation. Timing of this scrubbing should not interfere with usage of the Plaza areas during lunch time or during morning and evening peak traffic times. Special attention should be given to the cleaning of grout; removal of efflorescence, accumulated dirt and stains.

3.           Safety:Set out rain mats, as necessary, and maintain them in a clean condition. Report damage or wear and tear. Mats are to be flat and located so as to meet traffic demands. (Back-rolling for storage.)

4.           Entrances:Keep entrance door glass and frames in a clean condition.

5.           Brass:Clean and polish all brass including but not limited to grates, railings, expansion joint covers, drain covers, grills, standpipes and fire hose connections as necessary and at least once a month.

6.           Railings:Dust handrails, stair stringers, risers and railings; wash as necessary.

7.           Stairwells: Clean, sweep, dust, mop, and pick up stairwells and landings.

8.           Special Events:Clean exterior walks and patios and set up for special occasions and events.

9.           Escalators:Escalator treads are to be mechanically scrubbed and buffed weekly. Sidewalls and flashing are to be cleaned daily, and handrails dusted throughout each day. Report damage or exceptions (e.g. missing or loose screws, squeaking sounds, etc.) for immediate action.

10.          Changing Rooms and Storage Area:All changing rooms and storage areas are to be maintained in a clean, orderly condition.

C.           LOADING DOCK(See also CLEANING; NIGHT)

1.           Maintain loading dock areas in a clean and sanitary condition. Report any problems with compactors to the Office of the Building immediately. Compactors to be kept locked, and all personnel with keys must be trained and

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certified in their proper use. When compactor is removed for dumping, area underneath it shall be swept, hosed and sanitized.

2.           Compactor Operation:Training of all persons operating compactor should be arranged with owner's Manager.Inspect daily and report to Manager if rubbish removal contractor does not clean and/or sanitize.

D.           DUTIES (Detailed list of overall responsibilities for Day Matrons and Day Porters).

1.         Duties of Day Matrons: Contractor agrees to furnish day matrons, as outlined in this specification, to perform the following duties and any additional duties as may be directed by Manager.

Matrons shall be properly attired in freshly laundered, starched uniforms and equipped with an appropriate carry-all approved by Manager (shopping bags, travel bags, etc. are not acceptable). Matrons shall use freight cars only when traveling with supplies.

a.           Police all ladies' restrooms and lavatories, keeping them I clean condition as previously specified, but not less than twice per day.

b.           Matron to fill toilet tissue, soap, sanitary napkin and towel dispensers in ladies' restrooms on all floors.

c.           Perform such other duties as mat be directed by Manager.

2.         Duties of Day Porters:

Contractor agrees to furnish day porters, as outlined in this specification, to perform the following duties and any additional duties which may be directed by the Manager.

Contractor also agrees to provide sufficient porters for client work, which in no way will delete from building staff, unless approved by Manager.

The number of porters added to the building staff for client work shall be charged to Manager.

Sufficient day porters shall be assigned to perform the following services and any additional chores as directed by building management.

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These services include but are not limited to the following:

a.           Police entire lobby areas and exterior areas including concourse and plaza.

b.           Police and maintain elevator cabs, including floors as required. If carpeted floors in elevators, cabs to be vacuumed and spots to be removed, as required, if resilient tile, clean buff and wax floors, as required.

c.           Police all floor men's lavatories, to be checked a minimum of twice a day, morning and afternoon.

d.           Check and fill, as necessary, toilet tissue and soap dispensers and towel dispensers, materials to be furnished by Contractor.

e.           Clean basement (including all levels below first floor), corridors, utility areas; police employer's lockers rooms so they are kept in clean condition at all times.

f.           Sweep and hose building entrance sidewalks and all exterior areas, as required, but not less than once each week. All equipment, including steam and washing equipment to clean plaza and sidewalks to be provided by Contractor and such equipment to be of a type and manufacture as approved by Manager.

g.           Set out and remove weather mats on an as needed basis; keep in clean condition.

h.           Keep entrance door glass and frames in clean condition

i.           Clean and polish standpipes and sprinkler Siamese connections as necessary.

j.           Properly maintain exterior of all buildings at ground level, including canopy trim and painted underside of canopies, store fronts, and other applicable areas; all garden areas to be policed.

k.           Clean loading dock areas as needed,

1.           Sweep and dust stairways and fire tower. Dust handrails, spindles, newels and stair stringers; wash stairs as necessary.

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m.           Remove snow when necessary from building entrance ways, sidewalks and plaza. All materials and equipment, including powered snow removal, steam and washing equipment to clean plaza, to be furnished by Contractor,and such equipment to be of a type of manufacture as set forth by Manager.This is to be considered an extra to the base contract cost when required on overtime. Provide a list of people to be called in for snow removal.

n.           As directed by Manager,equipment rooms, fan rooms, and other utility rooms, shall be swept regularly.

o.           Perform such other duties as may be directed by Manager.

p.           Clean basement corridors and utility areas, including floors, walls, ceilings, fixtures and other areas. All such areas shall be kept in clean condition to the satisfaction of the Manager.

III.        STANDARDS AND SPECIAL CONDITIONS

A.         CLEANING STANDARDS

The following cleaning standards shall be used in evaluating janitorial services:

1.           Dusting:A properly dusted surface is free of all dirt, dust, dust streaks, lint and cobwebs.

2.           Plumbing Fixture and Dispenser Cleaning:Plumbing fixtures and dispensers are clean when free of all deposits and stains so that an item is left with dust streaks, film, odor or stains.

3.           Sweeping: Aproperly swept floor is free of all dirt, dust, grit, lint and debris except embedded dirt and grit.

4.           Spot-Cleaning:A surface adequately spot-cleaned is free of all stains and deposits and is substantially free of cleaning marks.

5.           Damp-Mopping:A satisfactorily damp-mopped floor is without dirt, dust, marks, film, streaks, debris, water spots or standing water.

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6.            Metal Cleaning: All cleaned metal surfaces are without deposits or tarnish, with a uniformly bright appearance, and the cleaner is removed from adjacent surfaces.

7.           Glass Cleaning: Glass is clean when all glass surfaces are without streaks, film, deposits, and stains and has a uniformly bright appearance and adjacent surfaces have been wiped clean.

8.           Wax Removal/Application: Wax removal is accomplished when surfaces have all wax removed down to floor material, floor is left free of all dirt, stains, deposits, debris, cleaning solution and standing water, and the floor has a uniform appearance when dry. Application of wax shall be complete when a thin, evenly applied layer of wax is clear and dry and ready for buffing to a uniform, glossy appearance.

9.           Scrubbing (Manual): Scrubbing is satisfactorily performed when all surfaces are without embedded dirt, cleaning solution, film, debris, stains, marks and standing water, and the floor has a uniformly clean appearance.

10.           Light Fixture Cleaning: Light fixtures are considered clean when all components, including bulbs, tubes and adjacent surfaces, reflective and otherwise, are without insects, dirt, lint, film and streaks. All lenses that have been removed are to be reinstalled immediately, per specs.

11.           Wall Washing: Walls are considered clean when the walls, the ceiling, exposed pipes and equipment will have a uniformly clean appearance, free from dirt, stains, streaks, lint and cleaning marks. Painted surfaces must not be damaged. Hard finish glazed ceramic tile surfaces must be bright, free of film, streaks, and deposits.

12.           Buffing of Waxed Surfaces: All waxed surfaces will be considered buffed sufficiently when the surface has maximum gloss and a uniform appearance.

As used in this cleaning specification, "Approved Product" or "Approved Cleaner" shall mean a product or cleaner approved in writing by Manager prior to Contractor's use of product or cleaner in the building.

13.           Mechanical Scrubber: The mechanical scrubber shall at all times be clean in appearance and operation and shall be maintained free of hazards to persons or property.

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B.          EQUIPMENT STANDARDS

The Contractor shall provide all equipment necessary for the effective and efficient cleaning of the Building in accordance with the intent and the letter of specifications. All cleaning equipment shall be state-of-the-art and consistent with good cleaning practices. All equipment shall be kept in first class working order and clean (spotless, like new) at all times. Acceptably maintained equipment meets the following standards:

1.           Equipment is replaced when obsolete or defective as determined by Manager.

2.           Equipment is kept clean and neat at all times reflecting a "like new" appearance and operates like new equipment both mechanically and functionally.

3.           Modifications to equipment required to prevent damage to any of the architectural finishes of the Building is made at the direction and with the written approval of the owner at no additional cost to the Owner or Manager.

4.           Electrical machinery (vacuums, polishers, scrubbers, et al) must be kept free of sharp edges and any other condition that presents a hazard to persons or property.

5.           Damaged equipment is to be repaired to the standard defined in #2 above before reuse.

6.           Wheels and rolling parts on carts are to be maintained so as to roll easily; carts have wide (min. 1") wheels with a minimum 4" diameter in order to avoid getting caught in ridges and cracks; carts have area large enough to accommodate all equipment without having to strap on contents.

7.           Dents/scratches on equipment are repaired immediately. Any and all parts (squeegees, bumpers, etc.) of the equipment damaged or worn shall be replaced at the expense of the Contractor.

8.           Mechanical equipment (wet-vac, scrubbing machine, et al) is free of dirt and residue; containers/nozzles for spray liquids are to be maintained in clean condition, without buildup of dirt or liquid.

9.           Brooms have even bristles that do not scratch surfaces being swept.

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10.           Dustmops (treated and untreated) are maintained in clean condition.

11.           Wet mops are washed with clear water and at least once a week with bleach or disinfectant. Two (2) mops are located in each work area and are dried between use (alternated every other day). When mops are not in use, they are to be stored with the mop "end up".

12.           Rags and cleaning cloths are maintained in clean condition - rags used with water only kept separate from rags used with solvent only.

13.           All buckets/receptacles are free of accumulated dirt, grease, grime, etc.

14.           All signs are clean (like new) and neat at all times with lettering clear and distinct.

C.         SUPPLIES

All supplies required for the effective cleaning and maintenance of the Building in accordance with the specifications will be supplied by the Contractor,including but not limited to cleansers, waxes, disinfectants, sand for ash urns, ammonia, etc. The disposable supplies used in client suites and restrooms (plastic liners, hand towels, seat covers, toilet tissue and hand soap) will be purchased by Manager or Contractor,if requested to do so.

D.          UNIFORMS

The Contractor shall provide complete uniforms (winter and summer) for all Janitorial personnel, if directed.

The Manager shall select and approve all uniforms and direct, when necessary, the modification, repair or replacement of all uniforms.

Night personnel would be provided with a minimum of two (2) changes per week and day personnel would be provided with a minimum of three (3) changes per week.

Proper identification tags shall be worn by the Contractor's personnel, including Manager's specialized name badge if $7.50 and will need to be replaced at the associate's annual anniversary date, at cost of Contractor.

Contractor would clean and maintain uniforms in a neat appearance to the satisfaction of the Manager.

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All personnel shall be equipped as required with appropriate and adequate outer garments and protective gear for both inclement and cold weather.

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EXHIBIT F

(12TH FLOOR EXPANSION SPACE)

EXHIBIT G

(20TH FLOOR EXPANSION SPACE)

EXHIBIT H

(21ST FLOOR EXPANSION SPACE)

EXHIBIT I

SUBORDINATION

NON-DISTURBANCE AND ATTORNMENT AGREEMENT

NOTICE: THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is entered into between _________________________________, a (“Tenant”) and ___________________________ a(n) _________________ (“Lender”) and affects the red property described in Exhibit A attached hereto, together with the improvements thereon (the “Property”).This Agreement is entered into with reference to the following facts:

A.           _________________________, a ______________________ (“Landlord”) and Tenant have entered into a certain lease (the “Lease”) dated as of _______________, covering certain space in the improvements located in and upon the Property (the “Premises”);

B.           Whereas, Lender is the holder of a Mortgage and Security Agreement dated as of _____________, encumbering the Property on which the Premises form a part, executed by Landlord, as Mortgagor, in favor of Lender (the “Mortgage”) which Mortgage secures repayment of the loan (the “Loan”) evidenced by the Note secured by Mortgage in the original principal amount of $__________ (the “Note”) and which Mortgage was recorded in the records of the County in which the Property is located.

C ..           Whereas, Tenant has requested that Lender agree not to disturb Tenant’s possessory rights in the Premises in the event Lender should foreclose its Mortgage, provided that Tenant is not in default under the Lease and, provided that Tenant attorns to Lender or the purchaser in the event of any acquisition by the exercise of a power of sale or at any such foreclosure sale; and

D.           Whereas, Lender is willing to so agree on the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.           Subordination. Notwithstanding anything to the contrary set forth in the Lease, the Lease and the leasehold estate created thereby and all of Tenant’s rights thereunder

shall be and shall at all times remain subject, subordinate and inferior to the Mortgage and the lien thereof, and all rights of Lender thereunder and to any and all renewals, modifications, consolidations, replacements and extensions thereof.

2           Acknowledgment and Agreement by Tenant. Tenant acknowledges and agrees that:

(a)           Lender, in making any disbursements to Landlord, is under no obligation or duty to oversee or direct the application of the proceeds of such disbursements, and such proceeds may be used by Landlord for purposes other than improvement of the Property.

(b)           From and after the date hereof, in the event of any act or omission by Landlord which would give Tenant the right, either immediately or after the lapse of time, to terminate the Lease or to claim a partial or total eviction, Tenant will not exercise any such right:

(i)           until it has given written notice of such act or omission to Lender; and

(ii)           until Lender has had an opportunity to cure such act or omission of Landlord as provided in Section 23.2 of the Lease.

(c)           It has notice that the Lease and the rent and all other sums due thereunder have been assigned or are to be assigned to Lender as security for the Loan secured by the Mortgage. In the event that Lender notifies Tenant of a default under the Mortgage and demands that Tenant pay its rent and all other sums due under the Lease to Lender, Tenant shall honor such demand and pay its rent and all other sums due under the Lease directly to Lender or as otherwise required pursuant to such notice.

(d)           It shall send a copy of any notice or statement under the Lease to Lender at the same time such notice or statement is sent to Landlord.

(e)           It has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

(f)           That the term of the Lease has commenced and is presently in full force and effect and unmodified.

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(g)           That Tenant has accepted possession of the Premises and that any improvements required by the terms of the Lease have been completed to the satisfaction of the Tenant.

(h)           That no rent under the Lease has been paid more than one (1) month in advance of its due date.

(i)           That Tenant, as of this date, has no charge, lien or claim of offset under the Lease or otherwise, against the rents or other charges due or to become due to Landlord thereunder.

(j)           This Agreement satisfies any condition or requirement in the Lease relating to the granting of a non-disturbance agreement.

3.           Foreclosure and Sale. In the event of foreclosure of the Mortgage, or upon a sale of the Property pursuant to a power of sale contained therein, or upon a transfer of the Property by conveyance in lieu of foreclosure, then:

(a)           Non-Disturbance. So long as Tenant complies with this Agreement and is not in default under any of the terms, covenants, or conditions of the Lease, the Lease shall continue in full force and effect as a direct lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, except as otherwise set forth herein, for the balance of the term of the Lease. Tenant hereby agrees to adhere to and accept any such successor owner as landlord under the Lease, and to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any such successor owner of the Property, will not disturb the possession of Tenant, and will be bound by all of the obligations imposed on the Landlord by the Lease, except as otherwise set forth herein; provided however, that Lender, or any purchaser at a sheriff’s sale or any successor owner of the Property shall not be:

(i)           liable for any act or omission of a prior landlord (including Landlord) or subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except to the extent said default is ongoing, relates to the physical condition of the Property and is not diligently cured by Lender after Lender takes possession of the Property, in which case Lender shall, subject to the terms of the Lease, be liable for damages arising on and after the date it succeeded to Landlord’s title under the Lease; or

(ii)           subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), but Tenant shall not be obligated to pay to Lender or any purchaser at a sheriff’s sale or any successor owner of the Property any credits properly taken before Lender or any purchaser at a sheriff’s sale or any successor owner of the Property succeeded to such interest; or

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(iii)           bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord) unless and until Lender or such other purchaser has actually received for its own account as landlord the full amount of such deposit; or

(iv)           bound by any amendment or modification of the Lease made without the written consent of Lender or such other purchaser.

(b)           Intentionally omitted.

(c)           Intentionally omitted

(d)           Intentionally omitted

(e)           Lender shall have no liability to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property, including, but not limited to, any provisions relating to renewal options and options to expand, and in the event of such a conflict, Tenant shall have no right to cancel the Lease or take any other remedial action against Lender or action against any other party for which Lender would be liable.

4.           Acknowledgment and Agreement by Landlord. Landlord, as landlord under the Lease and mortgagor under the Mortgage, acknowledges and agrees for itself and its heirs, successors and assigns, that:

(a)           This Agreement does not:

(i)           constitute a waiver by Lender of any of its rights under the Mortgage; and/or

(ii)           in any way release Landlord from its obligations to comply with the terms, provisions, conditions, covenants, agreements and clauses of the Mortgage,

(b)           The provisions of the Mortgage remain in full force and effect and must be complied with by Landlord; and

(c)           In the event of a default under the Mortgage, Tenant may pay all rent and all other sums due under the Lease to Lender as provided in this Agreement.

5 ..           No Obligation of Lender. Lender shall have no obligation or incur any liability with respect to the erection or completion of the improvements in which the Premises

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are located or for completion of the Premises or any improvements for Tenant’s use and occupancy, either at the commencement of the term of the Lease or upon any renewal or extension thereof or upon the addition of additional space, pursuant to any expansion rights contained in the Lease.

6 ..           Notice. All notices hereunder to Lender shall be deemed to have been duly given if mailed by United States registered or certified mail, with return receipt requested, postage prepaid to Lender at its address set forth below (or at such other address as shall be given in writing by Lender to Tenant) and shall be deemed complete upon any such mailing:

________________________

________________________

________________________

7.           Casualty or Condemnation. Lender agrees that in the event of a casualty or taking by eminent domain which affects the Building, unless the Lease is terminated as a result thereof, Lender shall make the insurance or condemnation proceeds available to the Landlord for repair or restoration of the Building provided that there remain leases in effect with tenants in occupancy of the Building which together yield income sufficient to meet all Operating Expenses, Taxes and debt service payments under the Note secured by the Mortgage.

8.           Miscellaneous.

(a)           This Agreement supersedes any inconsistent provision of the Lease.

(b)           Nothing contained in this Agreement shall be construed to derogate from or in any way impair or affect the lien and charge or provisions of the Mortgage.

(c)           Neither Lender nor any other successor owner of the Property shall have any obligation or incur any liability with respect to any representations or warranties of any nature whatsoever, whether pursuant to the Lease or otherwise, including without limitation, any representations or warranties respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability, fitness or purpose of possession.

(d)           In the event that Lender shall acquire title to the Premises or the Property, Lender shall have no obligation, nor incur any liability, beyond Lender’s then equity interest, if any, in the Premises, and Tenant shall look

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exclusively to such equity interest of Lender, if any, in the Premises for the payment and discharge of any obligations imposed upon Lender hereunder or under the Lease, and Lender is hereby released and relieved of any other obligations hereunder and under the Lease.

(e)           This Agreement shall inure to the benefit of the parties hereto, their respective successors and permitted assigns; provided however, that in the event of the assignment or transfer of interest of Lender, all obligations and liabilities of Lender under this Agreement shall terminate, and thereupon all such obligations and liabilities shall be the responsibility of the party to whom Lender’s interest is assigned or transferred; and provided further that the interest of Tenant under this Agreement may not be assigned or transferred without the prior written consent of Lender.

(f)           This Agreement shall be governed by and construed in accordance with the laws of the State of which the Property is located.

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IN WITNESS WHEREOF, the parties have executed this Subordination, Non-Disturbance, and Attornment Agreement as of __________________, ___________.

NOTICE: THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT CONTAINS PROVISIONS WHICH ALLOW THE PERSON OBLIGATED ON THE LEASE TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE PROPERTY.

TENANT:

__________________________________

a(n) ______________________________

By _______________________________

Its _______________________________

LENDER:

__________________________________,

a(n) ______________________________

By _______________________________

Its _______________________________

LANDLORD:

__________________________________,

a(n) ______________________________

By _______________________________

Its _______________________________

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Exhibit A

Legal Description

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STATE OF _____________________	)
	) SS.
COUNTY OF ___________________	)

On _____________________, _________________, before me, the undersigned, a Notary Public in and for said County and State, duly commissioned and sworn, personally appeared __________________________, known to me to be the ___________________ of ____________________, a(n) ______________________, the corporation that executed the foregoing instrument and known to me to be the person who executed said instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same pursuant to its By-laws or a resolution of its Board of Directors.

WITNESS my hand and official seal

Notary Public

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STATE OF _____________________	)
	) SS.
COUNTY OF ___________________	)

On _____________________, _________________, before me, the undersigned, a Notary Public in and for said County and State, duly commissioned and sworn, personally appeared __________________________, known to me to be the ___________________ of ____________________, a(n) ______________________, the corporation that executed the foregoing instrument and known to me to be the person who executed said instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same pursuant to its By-laws or a resolution of its Board of Directors.

WITNESS my hand and official seal

Notary Public

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STATE OF _____________________	)
	) SS.
COUNTY OF ___________________	)

On _____________________, _________________, before me, the undersigned, a Notary Public in and for said County and State, duly commissioned and sworn, personally appeared __________________________, known to me to be the ___________________ of ____________________, a(n) ______________________, the corporation that executed the foregoing instrument and known to me to be the person who executed said instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same pursuant to its By-laws or a resolution of its Board of Directors.

WITNESS my hand and official seal

Notary Public

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EXHIBIT J

(22ND FLOOR EXPANSION SPACE)

EXHIBIT K

DISCHARGE OF MEMORANDUM OF LEASE

DISCHARGE OF MEMORANDUM OF LEASE made this ____ day of ___________, _____, by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, having an office c/o Cushman & Wakefield State Street, Inc., 303 East Wacker Drive, Suite 1031, Chicago, Illinois 60601 (“Landlord”); and KPMG PEAT MARWICK LLP, a Delaware limited liability partnership, having an office at Three Chestnut Ridge Road, Montvale, New Jersey 07645 (“Tenant”).

WHEREAS, Landlord and Tenant entered into a certain written lease dated August __, 1997 (the “Lease”) wherein Landlord leased to Tenant and Tenant leased from Landlord the premises consisting of approximately 200,502 square feet on the thirteenth (13th), fourteenth (14th), fifteenth (15th), sixteenth (16th), seventeenth (17th), eighteenth (18th), nineteenth (19th) and twenty-first (21st) [or 22nd Floor] (if applicable) floors of the building located at 303 East Wacker Drive, Chicago, Illinois; and

WHEREAS, the parties executed a certain Memorandum of Lease, which Memorandum was recorded on _____________, 1997 in the Office of the Recorder of Cook County in Book __________ at Page __________ et seq; and

WHEREAS, all rights of the Tenant under the Lease have terminated, and the parties now desire to cancel and discharge of record the said Memorandum of Lease.

NOW, THEREFORE, the Recorder of Cook County, Illinois is hereby authorized and directed to cancel and discharge of record the said Memorandum of Lease, it being understood and agreed by the parties hereto that the recordation of this Discharge of Memorandum of Lease shall not affect any rights or obligation of the parties which by their terms survive termination of the Lease.

IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument on the day and year first above written.

	LANDLORD:
	METROPOLITAN LIFE INSURANCE
	COMPANY
ATTEST:
By _______________________________	By _______________________________
Its _______________________________	Its _______________________________
	TENANT:
	KPMG PEAT MARWICK LLP
ATTEST:
By _______________________________	By _______________________________
Its _______________________________	Its _______________________________

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ACKNOWLEDGMENT

STATE OF	)
	) SS
COUNTY OF	)

I, ___________________________, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT ____________________________________ of _________________________, a(n) ______________ corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that ____ he signed and delivered said instrument as _______ own free and voluntary act and as the free and voluntary act of said corporation for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _______ day of _______________, 19__.

Notary Public

My Commission Expires:

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ACKNOWLEDGMENT

STATE OF	)
	) SS
COUNTY OF	)

I, ___________________________, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT ____________________________________ of _________________________, a(n) ______________ corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that ____ he signed and delivered said instrument as _______ own free and voluntary act and as the free and voluntary act of said corporation for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _______ day of _______________, 19__.

Notary Public

My Commission Expires:

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RIDER

OTHER PROVISIONS

1.           Contingency. The parties acknowledge that a portion of the Premises consisting of 186,945 square feet on floors 13 through 19 (the “Needham Space”) is currently leased to DDB Needham, Chicago, Inc. (“Needham”) pursuant to a Lease dated September 28, 1978, as amended (the “Needham Lease”). This Lease is expressly subject to and contingent upon execution and delivery of an agreement between Tenant and Needham no later than August 29, 1997 providing for Tenant to pay $1,150,000.00 to Needham in exchange for Needham’s agreement to vacate the Needham Space and terminate the Needham Lease with respect to the Needham Space. Provided that the foregoing agreement is executed and delivered by both parties, Landlord agrees to use commercially reasonable efforts to terminate the Needham Lease with respect to the Needham Space. This Lease is also contingent upon Landlord’s ability to enter into a commercially reasonable termination agreement no later than August 29, 1997 with Needham with respect to the Needham Space.

2.           Base Rent, Taxes and Operating Expenses for Existing Premises. The parties acknowledge that Tenant is currently leasing approximately 229,739 square feet (the “Existing Premises”) in the Building from Landlord pursuant to a lease dated as of May 10, 1979 (the “Existing Lease”), as amended to date. Notwithstanding the terms of the Existing Lease and the fact that Tenant may not have taken possession of the Premises under this Lease by September 1, 1997, Tenant shall pay the Monthly Base Rent set forth in Section 1.1(8) of this Lease and Tenant’s Share of Taxes and Operating Expenses from and after September 1, 1997 in lieu of payment of monthly base rent, operating expenses and taxes, as provided in the Existing Lease (notwithstanding that the Existing Premises is larger than the Premises). When the final size of the Initial Premises is established pursuant to Section 2.4 of the Lease, all Rent obligations of Tenant under this Section shall be adjusted retroactively to September 1, 1997. It is the intent of the parties that while the Rent as set forth in this Lease shall apply from and after September 1, 1997 (notwithstanding the fact that Landlord need not deliver possession of the Premises until a later date), Tenant shall pay such Rent for the Existing Premises until Tenant occupies the Premises hereunder and thereafter shall pay such Rent for the Premises hereunder. There shall be no double rent unless Tenant remains in the Existing Premises after January 31, 1999, as said date may be extended for reasons of Force Majeure but not for any Tenant Delays.

3.           Signage. Tenant shall be the only occupant of the Building having the right to install signage on the exterior of the Building or at Tenant’s elevator bank in the lobby of the Building, except for Landlord’s installation of the address and/or other identification of the Building or as otherwise required by Law.

Tenant shall also have the right to install, at its expense, an exterior monument sign in the plaza of the Building with Tenant’s name and logo. Such monument sign shall be at

Tenant’s sole cost and expense. Notwithstanding the foregoing, Landlord reserves its rights to install other non-exclusive monument signs in the plaza with the names of other tenants or occupants of the Building.

The location, materials, size, design and other matters with respect to all Tenant’s signs permitted hereunder shall be mutually and reasonable agreed upon by Landlord (and its architect) and Tenant, and shall comply with all applicable Laws. Tenant shall pay all costs with respect to such signage, including, without limitation, all costs of design, fabrication, installation, illumination (if sign is electrical), maintenance and removal (including repair of damage caused by such removal) upon expiration or earlier termination of this Lease or if such removal is desired by Tenant. Repairs of damage shall mean cleaning and repair of wall or other surface where the sign in question was mounted.

Tenant shall be provided with sufficient space in the Building directory to list all of its partners, managers and other key personnel who have their principal office in the Building and to list permitted assignees and subtenants. Landlord shall not charge Tenant any fee for the initial installation of such names in the Building directory but reserves the right to charge Tenant a reasonable rate not to exceed the lowest amount charged to other Building tenants for any changes or additions to the names initially installed.

No other signage may be installed or placed outside the Premises by Tenant, except as provided in this Section 3 or as otherwise permitted by the Building standard signage policy. All of the rights set forth in this Section 3 are personal to KPMG Peat Marwick LLP and shall not be exercisable by any other person or entity, regardless of whether or not such person or entity has succeeded to some or all of Tenant’s other rights under this Lease.

4.           Exclusive; Other Restrictions. During the Term of this Lease: (1) Landlord shall not enter into a lease of any space in the Building to any of the following: Arthur Andersen & Co.; Anderson Consulting; Deloitte & Touche; Ernst & Young; Price Waterhouse; Coopers & Lybrand and any of their respective Affiliates; and (2) Landlord shall not enter into a lease of any space in the Building to schools or U.S. Government agencies unless such school or agency is a high-end, professional organization. Tenant acknowledges and agrees, however, that Landlord does not have the right to interfere with the subleasing of space or the assignment of any lease existing as of the date of this Lease by other tenants or occupants of the Building to the entities named above or to schools or U.S. Government agencies pursuant to the terms of the leases of such tenants or other occupants.

5.           Storage Space. Landlord shall lease storage space (“Storage Space”) to Tenant on the following terms and conditions:

(1)           Commencing on September 1, 1997, Tenant shall have the right to lease up to approximately 7,500 square feet of Storage Space in the Building to be used by Tenant for the storage of books, papers and documents, only. Tenant shall make its final determination as to the maximum amount of Storage Space which it wishes to lease no later

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than December 31, 1997, and the terms set forth herein shall only apply to storage space leased by Tenant prior to December 31, 1997. Any storage space which Tenant is leasing as of September 1, 1997 pursuant to the Existing Lease shall be deemed to be part of (i.e., shall count toward) the total square footage of storage space which Tenant is leasing hereunder. Storage Rent for the Storage Space shall be as follows:

(a)           Storage Space up to and including 3,916 square feet: $10.00 per square foot for the period commencing on September 1, 1997 and ending on August 31, 1998. Thereafter, on each September 1 during the Term, such Storage Rent shall be increased by 2.25% over the Storage Rent for the preceding 12-month period.

(b)           Storage Space over 3,916 square feet up to and including 7,500 square feet: $11.00 per square foot for the period commencing on September 1, 1997 and ending on August 31, 1998. Thereafter, on each September 1 during the Term, such Storage Rent shall be increased by 2.25% over the Storage Rent for the preceding 12-month period.

The Storage Space Rent shall be payable as and when Monthly Base Rent is payable, commencing on the date that possession of the Storage Space is delivered to Tenant. Notwithstanding the foregoing, for purposes of calculating Tenant’s Share, the Storage Space shall not be included in the Rentable Area of the Premises.

(2)           Tenant shall not be required to pay Taxes or Operating Expenses with respect to the Storage Space but shall be responsible for all electricity charges with respect to the Storage Space. Tenant agrees to keep the Storage Space in a neat and orderly fashion and to keep all stored items in cartons, file cabinets or other suitable containers.

(3)           The Storage Space shall be made available to Tenant in broom clean condition. Landlord has no obligation to make any improvement to the Storage Space other than to install a single light fixture, a door with a lock and demising walls; provided, however, that Tenant shall pay the costs of any demising work. Tenant’s use of the Storage Space shall at all times be in compliance with the provisions of this Lease.

(4)           Landlord may from time to time upon thirty (30) days prior notice to Tenant relocate, at Landlord’s expense, any or all of the Storage Space to other storage areas in the Building (“New Storage Space”) in which event the New Storage Space shall be deemed to be the Storage Space hereunder. Landlord shall pay the actual and reasonable expenses of physically moving Tenant’s property to the New Storage Space.

6.           Renewal Options.

(a)           Tenant shall have two (2) consecutive options to extend the Expiration Date for this Lease of the Premises for five (5) years each as follows:

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(i)           from the day after the Expiration Date of the Initial Term to the fifth anniversary of such Expiration Date, hereinafter referred to as the “Second Expiration Date,” (“First Renewal Option”) and

(ii)           from the day after the Second Expiration Date to the fifth anniversary of such Second Expiration Date (“Second Renewal Option”).

Tenant’s exercise of each option is subject to the following notice requirements: No later than the date which is twelve (12) months prior to the Expiration Date of the Initial Term for the First Renewal Option or the date which is twelve (12) months prior to the Second Expiration Date for the Second Renewal Option, Tenant, if it wishes to exercise the First or Second Renewal Option, as applicable, shall give written notice (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 6) of the same to Landlord (the “First Renewal Notice” or “Second Renewal Notice,” as applicable).

(b)           The Monthly Base Rent rate for the Premises during the First or Second Extension shall equal the then-current Prevailing Market as agreed to by the parties during the thirty (30) day period following Landlord’s receipt of the First Renewal Notice or Second Renewal Notice, as applicable, or, if the parties are unable to agree, then as determined pursuant to Subsection (c)(ii) below.

(c)           For purposes hereof, the following terms shall have the following meanings:

(i)           “First Extension” means the period commencing on the fifteenth (15th) anniversary of the Commencement Date and ending on the fifth anniversary of the Expiration Date; i.e., the Second Expiration Date. “Second Extension” means the period commencing on the twentieth (20th) anniversary of the Commencement Date and ending on the fifth anniversary of the Second Expiration Date.

(ii)           “Prevailing Market” means the Monthly Base Rent and provisions for Operating Expenses, Taxes and electricity charges which are being offered or which would be offered by Landlord and other landlords of comparable downtown Chicago highrise office buildings to bona fide prospective tenants at that time, for leases with a comparable term for comparable office space fully improved with then-building standard office space improvements for general office purposes, taking into account concessions which are or would be offered in renewals or expansions, as the case may be, and all other relevant factors, including but not limited to location of the space in question, the creditworthiness of Tenant and the age of the Building. If Landlord and Tenant are unable to agree as to the

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Prevailing Market during the 30-day period following Landlord’s receipt of the First or Second Renewal Notice, Prevailing Market shall be determined as follows:

Within ten (10) days after Landlord and Tenant determine that they cannot reach an agreement as to Prevailing Market as provided above, Landlord and Tenant, at their respective expense, shall each cause an Illinois licensed MAI real estate appraiser not affiliated with either party with not less than ten years of experience in the downtown Chicago market and then actively engaged in the real estate appraisal business in such area to determine the Prevailing Market on a basis consistent with the terms of this Lease, said determination to be made within thirty (30) days of their appointment by Landlord and Tenant, respectively. In the event that the determination differs by less than ten percent (10%), the Prevailing Market shall be the average of the two. In the event that the determination differs by more than ten percent (10%), then the two appraisers shall select a third real estate appraiser with the aforesaid qualifications within fifteen (15) days, the fees and expenses of which third appraiser shall be paid fifty percent (50%) by Landlord and fifty percent (50%) by Tenant. If the two appraisers cannot agree upon a third appraiser within said fifteen (15)-day period, then either Landlord or Tenant may request (such request to be made within ten (10) days after the end of such 15-day period) that one be appointed by the local office of the American Arbitration Association, such appointment to be made within ten (10) days after the request therefor. Said third appraiser shall, within fifteen (15) days of his selection (or appointment, as applicable), determine Prevailing Market, which determination shall be made only by designating which of the two determinations made by said appraisers selected by Landlord and Tenant most accurately reflects Prevailing Market. The determination made in accordance with the foregoing shall be final and binding on Landlord and Tenant.

(d)           Tenant’s right to exercise the Second Renewal Option is subject to and conditioned upon Tenant’s valid exercise of the First Renewal Option.

(e)           All of the Premises as to which Tenant seeks to exercise the First or Second Renewal Option must be contiguous, must include at least one entire floor (which must be at the top or bottom of an elevator bank), and may include only one (1) partial floor.

(f)           See Section 12 of this Rider for additional provisions.

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7.           Expansion Options.

(a)           Subject to the provisions of this Section 7, Tenant shall have the following options (each, an “Expansion Option”) to lease additional space in the Building (each, an “Expansion Space”) on the terms and conditions set forth herein:

Option			Exercise		Lease
No.	Location	Size of Option Space	Date	Delivery Date	Exhibit
1A	12th Floor	Any portion which	12/31/97	No later than	F
		becomes available for		12/31/98
		lease directly from
		Landlord prior to 12/31/98
1B	12th Floor	The remainder of the floor	12/31/1998	December 31, 1999	F
		in quarter-floor increments
		so long as the space not
		being leased by Tenant is
		a Marketable Unit
1C	12th Floor	1. One-third (1/3) of floor	1/1/2004	January 1, 2005	F
				through June 30,
				2006
		2. One-third (1/3) of floor	1/1/2008	January 1, 2009	F
				through June 30,
				2010
		3. One-third (1/3) of floor	1/1/2011	January 1, 2012	F
				through June 30,
				2013 (provided that
				Tenant has
				exercised the First
				Renewal Option)

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Option			Exercise		Lease
No.	Location	Size of Option Space	Date	Delivery Date	Exhibit
2	20th Floor	Up to one (1) full floor in	4/1/2006	April 1, 2007	G
		quarter-floor increments		through December
		so long as the space not		31, 2008
		being leased by Tenant is
		a Marketable Unit
3	21st Floor	Up to one (1) full floor in	1/1/2011	January 1, 2012	H
		quarter-floor increments		through January 30,
		so long as the space not		2013 (provided that
		being leased by Tenant is		Tenant has
		a Marketable Unit		exercised the First
				Renewal Option)
4	21st floor	28,631 rsf	11/1/97	30-60 days after	H,J
	or 22nd	28,186 rsf		Tenant completes
	floor			demolition of the
				floor and surrenders
				possession of same
				to Landlord

(b)           The exact size, location and timing of delivery of possession of each Expansion Space shall be determined by Landlord in its sole discretion so long as the Expansion Space meets the parameters hereinbefore set forth. With respect to Option 4, the Expansion Space shall be the 21st floor unless Christie’s International Catering Co., Ltd. has made a commitment by November 1, 1997 to lease the 21st floor from Landlord, in which case the Expansion Space for Option 4 shall be the 22nd floor. Tenant shall exercise any Expansion Option by sending written notice to Landlord (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 7) of its exercise of any Expansion Option no later than the applicable Exercise Date (“Expansion Notice”).

(c)           Tenant shall pay Base Rent during the Initial Term for Expansion Space taken pursuant to the Options 1A or 1B or 4 at a rate equal to Tenant’s then-current Base Rent per rentable square foot pursuant to the schedule set forth in Section 1.1(8). Tenant shall pay Base Rent for Expansion Space taken pursuant to any other Expansion Option at the Prevailing Market as defined in Section 6(c)(ii)of this Rider, taking into account the actual term of the lease of the Expansion Space. Prevailing Market for purposes of this Section shall take into account the fact that Landlord will install sprinklers in the any mid-rise or high-rise Expansion Space: Any Expansion Space in the low-rise will not be required to be

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delivered with sprinklers in place except for the following: If Tenant leases one-half a floor or more, Landlord shall install the primary loop with heads turned up until such time as the system becomes wet. Tenant understands that the preceding reference to “the system” means the system not just for any low-rise Expansion Space but for the entire low-rise portion of the Building (i.e., floors 1 through 11), and that the system for the low-rise portion of the Building shall become wet according to Landlord’s plan for installation of sprinklers in the Building, which may occur after delivery of possession of any low-rise Expansion Space to Tenant. At such time as the system for the low-rise portion of the Building becomes wet, Landlord shall, at its expense, change the ceiling and as necessary and turn down the sprinklers in any low-rise Expansion Space of one-half floor or more.

(d)           Effective on the commencement date (as hereinafter defined) of any Expansion Option, the applicable Expansion Space shall be deemed added to the Premises and the Rentable Area of the Premises and Tenant’s Share shall be increased accordingly. Monthly Base Rent, Rent Adjustment Deposits and Rent Adjustments for the Expansion Space (except for Expansion Space pursuant to Option 4) shall commence on the commencement date for such Expansion Space, which shall be the earlier to occur of ninety (90) days after Landlord delivers possession of the Expansion Space to Tenant or the date Tenant occupies the Expansion Space for the purpose of doing business, but as to Expansion Space taken pursuant to Option 1A, the commencement date shall be no later than December 31, 1998. Monthly Base Rent, Rent Adjustment Deposits and Rent Adjustments and the commencement date for Expansion Space pursuant to Option 4 shall be four (4) months after delivery of possession of such Expansion Space to Tenant. Landlord shall complete floor levelling of such Option 4 Expansion Space prior to delivery of possession to Tenant; it being agreed that all other Landlord work shall be completed by Landlord concurrently with any Tenant Alterations being done by Tenant. If Landlord does not complete its floor levelling until after delivery of the Option 4 Expansion Space to Tenant, then such Landlord delay shall, on a day-for-day basis for each day after the delivery date that Landlord has not completed the floor levelling, be applied to reduce the period of any Tenant Delay; and if there are no Tenant Delays, then such Landlord delay shall, on a day-for-day basis, delay the January 31, 1999 date set forth in Section 15 of this Rider. However, Tenant shall be subject, with respect to any Expansion Space, to all of the terms, covenants and conditions of the Lease (except for the payment of Monthly Base Rent and Tenant’s Share of Operating Expenses and Taxes) as of the date possession of such Expansion Space is delivered to Tenant if such delivery of possession is prior to the commencement date for the Expansion Space.

(e)           All of the Expansion Space shall be tendered to and accepted by Tenant in its “as-is” condition (subject to Landlord’s obligations, if any, with respect to sprinklers as set forth in Subsection (c) above) and “as-built”

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configuration existing on the date Landlord delivers possession of the Expansion Space to Tenant. Landlord shall provide Tenant with an improvement allowance of (i) $35.00 per rentable square foot for Expansion Space taken pursuant to Option 1A, (ii) $25.00 per rentable square foot for Expansion Space taken pursuant to Expansion Option 1B and (iii) for each rentable square foot of Expansion Space taken pursuant to Option 4, an amount equal to $35.00 multiplied by a fraction, the numerator of which is number of months that Tenant leases such Expansion Space during the Initial Term (e.g., the number of months starting with the month in which the commencement date for such Expansion Space occurs) and the denominator of which is 180. (The parties shall execute a Workletter Agreement substantially similar to Exhibit B for any work which Tenant elects to do in any such Expansion Space at the commencement of the term thereof, except no “Landlord’s Work” (except for floor levelling for Expansion Space pursuant to Option 4) shall be required thereunder other than installation of sprinklers).

(f)           With respect to Option 1A Landlord shall notify Tenant within thirty (30) days after any Expansion Space under Option 1A becomes legally available to lease or, at Landlord’s option, such earlier time as Landlord shall be in a position to project when such Expansion Space will be legally available to lease, advising Tenant of such projected date.

(g)           If Tenant exercises any Expansion Option as to less than one (1) full floor, then Tenant shall be required to pay for all Demising Work with respect to such expansion.

(h)           The term for any Expansion Space shall be coterminous with the Term for the Initial Premises under this Lease.

(i)           See Section 12 of this Rider for additional provisions.

8.           Parking. Landlord shall cause the operator (“Operator”) of the Building automobile parking facility to make one hundred (100) monthly parking privileges (“Parking Privileges”) available to Tenant upon occupancy of the Premises for the use of Tenant’s employees and/or business invitees. Tenant shall: (a) pay the monthly charge for the Parking Privileges at the prevailing rate charged by the Operator from time to time; (b) contract with Operator for the Parking Privileges within thirty (30) days after its occupancy of the Premises; and (c) follow the rules, regulations, terms and conditions for such Parking Privileges as Landlord or Operator may establish from time to time. If Tenant fails to pay the aforesaid monthly charge, Landlord need no longer cause the Parking Privileges not paid for to be made available; provided, however, that no default in connection with Tenant’s use of its Parking Privileges shall be a Default under the Lease. However, if Tenant fails to initially contract for or thereafter voluntarily reduces the number of its Parking Privileges, Tenant shall retain the

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right to contract for the maximum number of spaces to which Tenant is entitled from time to time on a first-come, first-served basis.

The maximum number of Parking Privileges to which Tenant shall be entitled during the Term shall be 1 Parking Privilege per 2,000 square feet of the Premises.

Tenant shall be entitled to designate one of its parking spaces as reserved. Landlord shall mark such space as reserved but shall thereafter have no responsibility to prevent unauthorized persons from parking in such reserved parking space.

In addition to the foregoing rights with respect to parking, Tenant shall have the right to use fifty (50) parking spaces after 5:00 p.m. on business days and at any time on non-business days so long as the spaces are vacated prior to 7:00 a.m. of the following day at a flat rate of $5.00 per car. Landlord shall have the right to increase this flat rate by the amount of any increases in parking taxes and/or the CPI. Increases in the CPI shall be calculated as follows: If the CPI on any Adjustment Date shall be greater than the CPI for the Commencement Date, the monthly charge for each Parking Privilege commencing on the Adjustment Date shall be adjusted by adding an amount (the “CPI Escalation Amount”) equal to the product obtained by multiplying: (a) the initial monthly charge for each Parking Privilege, by (b) the percentage increase in the CPI from the Commencement Date through the Adjustment Date. “Adjustment Date” shall mean each January 1 during the Term. “CPI” shall mean the Consumer Price Index for All Urban Consumers, All Items (Base year 1982-1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics (or if a separate Index is published by the Bureau of Labor Statistics for a metropolitan area within 100 miles of the Property, then such metropolitan index). If the Bureau of Labor Statistics substantially revises the manner in which the CPI is determined, an adjustment shall be made in the revised index which would produce results equivalent, as nearly as possible to those which would be obtained hereunder if the CPI were not so revised. If the 1982-1984 average shall no longer be used as an index of 100, such change shall constitute a substantial revision. If the CPI becomes unavailable to the public because publication is discontinued, or otherwise, Landlord shall substitute therefor a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by a governmental agency, major bank, other financial institution, university or recognized financial publisher. If the CPI is available on a monthly (or alternating monthly) basis, the CPI for the months in which (or immediately preceding, as the case may be) the Commencement Date and Adjustment Date respectively occur shall be used.

Tenant and its employees and invitees shall have access to the parking garage at all times (i.e., 24 hours per day, seven (7) days per week, 365 days per year), under such regulations as Landlord or Operator prescribes for security purposes, and subject to temporary closings for necessary repairs. Any such regulations shall be enforced and applied on a non-discriminatory basis.

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9.           Reduction Options.

(a)           Tenant shall have the right to reduce the size of the Premises by up to one (1) full floor on the highest or lowest floor of the Premises then being leased by Tenant and leaving no more than one (1) partial floor in the Premises, such reduction to be effective as of the last day of the fifth (5th) Lease Year (“First Reduction Option”). Tenant shall also have the right to reduce the size of the Premises by up to one (1) full floor on the highest or lowest floor of the Premises then being leased by Tenant and leaving no more than one (1) partial floor in the Premises, such reduction to be effective as of the last day of the tenth (10th) Lease Year (“Second Reduction Option”). Tenant’s right to exercise the First and Second Reduction Options shall be subject to and conditioned upon Tenant’s satisfaction of all of the following terms and conditions:

(i)           Landlord receives notice of reduction from Tenant (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 9) as to Tenant’s exercise of the First Reduction Option no later than the last day of the fourth (4th) Lease Year (“First Reduction Notice”). Together with the First Reduction Notice, there shall be a payment by Tenant to Landlord of the First Reduction Amount (as defined below). For any portion of the Initial Premises plus Expansion Space (if any) leased by Tenant pursuant to Options No. 1A or 4 as set forth in Section 7 of this Rider, the First Reduction Amount shall be equal to $78.14 per rentable square foot multiplied by the number of rentable square feet of Initial Premises as to which Tenant is exercising the First Reduction Option, plus $60.24 per rentable square foot multiplied by the number of rentable square feet of Expansion Space leased by Tenant pursuant to Option No. 1A and $59.93 per rentable square foot multiplied by the number of rentable square feet of Expansion Space leased by Tenant pursuant to Option No. 4. For Expansion Space and Refusal Space other than Expansion Space leased by Tenant pursuant to Options No. 1A or 4, the First Reduction Amount shall be equal to the number of rentable square feet of Expansion Space and Refusal Space as to which the First Reduction Option is being exercised multiplied by Landlord’s actual unamortized costs (all of which shall be amortized over the remaining Initial Term of the Lease at the commencement of the term of such space, taking into account an interest component at the rate of ten percent (10%) per annum, compounded monthly, and which costs shall include, without limitation, brokerage commissions, legal fees, tenant improvement allowance, rent abatements and other financial concessions or commissions, if any, incurred by Landlord in connection with this Lease) and revenue shortfall plus an amount equal to Base Rent, Taxes and Operating Expenses for four (4) months allocable on a per rentable square foot basis for the actual portion of the Expansion Space and Refusal Space as to which the First Reduction Option is being exercised.

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(ii)           Landlord receives notice of reduction from Tenant (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 9) as to Tenant’s exercise of the Second Reduction Option no later than the last day of the ninth (9th) Lease Year (“Second Reduction Notice”). Together with the Second Reduction Notice, there shall be a payment of the Second Reduction Amount as defined below. For any portion of the Initial Premises plus Expansion Space (if any) leased by Tenant pursuant to Options No. 1A or 4, as set forth in Section 7 of this Rider, the Second Reduction Amount shall be equal to $57.07 per rentable square foot multiplied by the number of rentable square feet of Initial Premises as to which Tenant is exercising the Second Reduction Option, plus $45.93 per rentable square foot multiplied by the number of rentable square feet of Expansion Space leased by Tenant pursuant to Option No. 1A and $45.67 per rentable square foot multiplied by the number of rentable square feet of Expansion Space leased by Tenant pursuant to Option No. 4. For Expansion Space and Refusal Space other than Expansion Space leased by Tenant pursuant to Options No. 1A or 4, the Second Reduction Amount shall be equal to the number of rentable square feet of Expansion Space and Refusal Space as to which the Second Reduction Option is being exercised multiplied by Landlord’s actual unamortized costs (all of which shall be amortized over the remaining Initial Term of the Lease at the commencement of the term of such space taking into account an interest component at the rate of ten percent (10%) per annum, compounded monthly, and which costs shall include, without limitation, brokerage commissions, legal fees, tenant improvement allowance, rent abatements and other financial concessions or commissions, if any, incurred by Landlord in connection with this Lease) and revenue shortfall plus an amount equal to Base Rent, Taxes and Operating Expenses for four (4) months allocable on a per rentable square foot basis for the actual portion of the Expansion Space and Refusal Space as to which the Second Reduction Option is being exercised.

(iii)           It is understood and agreed that the First and/or Second Reduction Amount (as applicable) is being paid as and for a termination fee resulting from the early termination of this Lease for the Reduction Space and not as a penalty. The First or Second Reduction Amount (as the case may be) shall be increased to reflect the Landlord’s unamortized actual costs (including, without limitation, brokerage commissions, legal fees, rent abatements, tenant improvement allowance and other financial concessions or commissions, if any) and revenue shortfall plus an amount equal to Base Rent, Taxes and Operating Expenses for four (4) months for that part of any space which was added to the Initial Premises (other than Expansion Space and Refusal Space which shall be governed by subsections (i) and (ii) above) which is subject to the Reduction Option; such costs having been amortized over the term of the Lease of such additional space taking into account an interest component at the rate of ten percent (10%) per annum compounded monthly.

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(iv)           The Reduction Space shall be a Marketable Unit (as defined in Section 10.1 of the Lease), shall be returned to Landlord in accordance with Article 12 of the Lease, and shall be located on either the highest or lowest floor then being leased by Tenant.

(b)           Tenant shall remain obligated and liable for all Rent and other obligations (including without limitation requirements as to the condition of the Reduction Space upon surrender of possession) accrued under this Lease with respect to the First or Second Reduction Space (as applicable) up to and including the termination date established pursuant to the First or Second Reduction Notice and the applicable Reduction Amendment (even if billings for same occur subsequent to such termination date). All Rent reductions shall be calculated on a uniform per rentable square foot basis (excluding any Refusal Space, Expansion Space or other space added to the Initial Premises).

(c)           Tenant shall, at its expense, perform all work required to demise the Reduction Space from the remaining balance of the Premises, including without limitation, the Demising Work. All of the Demising Work shall be performed prior to the effective date of the subtraction of the First or Second Reduction Space (as applicable) from the Premises. Landlord reserves the right to perform, at Tenant’s reasonable expense, any of the preceding work which affects the mechanical or utility systems or structure of the Building.

(d)           See Section 12 of this Rider for additional provisions.

10.           Termination Option.

(a)           Tenant shall have the right to terminate the Lease for the Premises prior to the scheduled Expiration Date (“Termination Option”), such termination to be effective as of the last day of the tenth (10th) Lease Year (“Early Termination Date”) provided that Tenant satisfies all of the following terms and conditions :

(i)           Landlord receives notice of termination (“Termination Notice”) from Tenant (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 10) no later than the last day of the ninth (9th) Lease Year; and

(ii)           Together with the Termination Notice there shall be a payment by Tenant to Landlord of that portion of the Termination Amount (as defined below) consisting of four (4) months’ Base Rent, Taxes and Operating Expenses for the entire Premises, including any Expansion Space and Refusal Space. The balance of the Termination Amount shall be paid sixty (60) days prior to the Early Termination Date. The Termination Amount shall be $57.07 per

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rentable square foot of the Initial Premises, $45.93 per rentable square foot of Expansion Space (if any) leased by Tenant pursuant to Option No. 1A and $45.67 per rentable square foot of Expansion Space (if any) leased by Tenant pursuant to Option No. 4, as set forth in Section 7 of this Rider, plus, with respect to any Expansion Space and Refusal Space other than Expansion Space leased by Tenant pursuant to Options No. 1 A or 4, an amount equal to Landlord’s actual unamortized costs with respect to such space, including, without limitation, brokerage commissions, legal fees, rent abatements, tenant improvement allowances and other financial concessions or commissions, if any incurred by Landlord (such costs being amortized over the term of the Lease of such additional space taking into account an interest component at the rate of ten percent (10%) per annum compounded monthly), and revenue shortfall plus an amount equal to Base Rent, Taxes and Operating Expenses for four (4) months for such space. It is understood and agreed that the Termination Amount is being paid as and for a termination fee resulting from the early termination of this Lease and not as a penalty.

(b)           Tenant shall remain obligated and liable for all Rent and all other obligations accrued under this Lease up to and including the Early Termination Date (including without limitation requirements as to the condition of the Premises upon surrender of possession) even if billings occur subsequent to the Early Termination Date.

(c)           See Section 12 of this Rider 12 for additional provisions.

11.           Right of First Refusal.

(a)           Tenant shall have the following continuing rights of first offer/refusal (each, a “ROFR”) to lease the following space:

(i)           During the Initial Term of this Lease but ending two (2) years prior to the Termination Date of the Term, any or all space in the mid-rise elevator bank and floors 21 (unless Christie’s International Catering Co., Ltd. has made a commitment by November 1, 1997 to lease the 21st floor from Landlord, in which case floor 24 shall be substituted for floor 21 hereunder), 22 or 23 (the “Mid/High-rise Refusal Space, and

(ii)           During the period commencing on the Commencement Date and ending on August 31, 2003, any or all space on floors 2 through 11 (the “Low-rise Refusal Space).

The term “Refusal Space” is used herein for provisions which apply to both the Mid/High-rise Refusal Space and the Low-rise Refusal Space.

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Such leasing shall be on the terms and conditions set forth in this Section 11; provided, however, that Tenant’s rights under this ROFR with respect to the Low-rise Refusal Space shall not apply to any space wherein an existing tenant of such space wishes to extend or renew the term of its lease or expand its premises, whether such renewal, extension or expansion is pursuant to an option contained in such lease or otherwise. When Landlord has a prospective tenant (“Prospect”) interested in leasing all or any part of any Refusal Space, Landlord shall, prior to or simultaneously with transmission of the Prospect Terms (as hereinafter defined) to the Prospect, so advise Tenant in writing (the “Advice”) of the terms upon which Landlord is willing to lease the Refusal Space to the Prospect (the “Prospect Terms”), and which Advice shall set forth the date on which the Refusal Space shall be available for lease by Tenant. If the term of the lease for the Refusal Space set forth in the Prospect Terms is greater than the remaining Term of this Lease, including any exercised renewal options, then Landlord and Tenant shall, during the five or ten business day period (as applicable, pursuant to subsection (b) below) prior to the date when Tenant must exercise its rights hereunder, negotiate in good faith as to the rental terms to be applicable to the Refusal Space. If’ Tenant elects to lease the Refusal Space by sending the Notice of Exercise, then such Notice of Exercise shall specify whether Tenant is electing to lease the Refusal Space on the Prospect Terms or on the rental terms agreed to by Landlord and Tenant, if such an agreement was reached. If the term offered to the Prospect is less or equal to the remaining Term of this Lease, including any exercised renewal options, then the Prospect Terms shall not apply and the terms shall be Prevailing Market as defined in Section 6(c)(ii) of this Rider. Subject to the provisions of this Section 11, Tenant shall have the right to lease all but not less than all of the Refusal Space.

(b)           The ROFR shall be exercised by Tenant by delivery to Landlord of written notice (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 11) of exercise (the “Notice of Exercise”) within ten (10) business days after the date of the Advice for the Mid/High-rise Refusal Space and within five (5) business days after the date of the Advice for the Low-rise Refusal Space.

(c)           The term for the Refusal Space shall be coterminous with the Term of this Lease, including any exercised renewal options. If Tenant is leasing the Refusal Space on the Prospect Terms and the term offered to the Prospect is greater than the then-remaining Term of this Lease, including any exercised renewal options, then in order to make the term of the Refusal Space coterminous with this Lease, Landlord shall prorate concessions (including, but not limited to, Landlord work and rent abatement) to Tenant with respect to the Refusal Space in order to achieve the same net effective rent to Landlord whether the Refusal Space is leased to Tenant or to the Prospect. Rent for the Refusal Space

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shall commence on the date provided therefor in the Advice. Notwithstanding the commencement date which is established for any Refusal Space, Tenant shall be subject, with respect to such Refusal Space, to all of the terms, covenants and conditions of the Lease (except for the payment of Monthly Base Rent and Tenant’s Share of Operating Expenses and Taxes) as of the date possession of such Refusal Space is delivered to Tenant if such delivery of possession is prior to the commencement date for such Refusal Space.

(d)           The Refusal Space shall be accepted by Tenant in its as-is condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Refusal Space or as of the date the term for such Refusal Space commences, except as may be expressly provided in the Advice and except as follows: Landlord shall deliver Mid/High-rise Refusal Space with sprinklers in place. Any Low-rise Refusal Space will not be required to be delivered with sprinklers in place except for the following: If Tenant leases one-half a floor or more, Landlord shall install the primary loop with heads turned up until such time as the system becomes wet. Tenant understands that the preceding reference to “the system” means the system not just for any Low-rise Refusal Space, but for the entire low-rise portion of the Building (i.e., floors 1 through 11), and that the system for the low-rise portion of the Building shall become wet according to Landlord’s plan for installation of sprinklers in the Building, which may occur after delivery of possession of any Low-rise Refusal Space to Tenant. At such time as the system for the low-rise portion of the Building becomes wet, Landlord shall, at its expense, change the ceiling grid as necessary and turn down the sprinklers in any Low-rise Refusal Space of one-half floor or more.

(e)           The rights of Tenant under this Section 11 with respect to the Mid/High-rise Refusal Space shall terminate on the date which is ten (10) business days after the date of the Advice, if Landlord is obligated to send an Advice, and Tenant does not deliver a Notice of Exercise to Landlord within said ten (10) business day period. The rights of Tenant under this Section 11 with respect to the Low-rise Refusal Space shall terminate on the date which is five (5) business days after the date of the Advice, if Landlord is obligated to send an Advice, and Tenant does not deliver a Notice of Exercise to Landlord within said five (5) business day period. Notwithstanding the foregoing, Tenant’s ROFR shall remain in effect as to future Refusal Space, provided that Landlord is then obligated to send an Advice.

(f)           If Landlord has a Prospect for any Refusal Space and Landlord is not obligated to send Tenant an Advice under subsections (g) or (h) below or Section 12 of this Rider, Landlord may lease the Refusal Space to the Prospect or any other prospective tenants on whatever terms Landlord deems appropriate and Tenant shall have no further rights with respect to the Refusal

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Space under this Section 11. In addition, where Landlord sends an Advice and Tenant does not exercise its rights hereunder, Landlord may lease the Refusal Space to the Prospect or any other prospective tenants, provided that Landlord shall re-offer the Refusal Space to Tenant following the Advice procedure hereinbefore set forth prior to entering into a lease with the Prospect or any other prospect where the bottom line rent to be paid by the Prospect or other prospective tenant: (i) for the Mid/High-rise Refusal Space, is less than 90% of the bottom line rent contained in the Prospect Terms or the bottom line rent is $1.00 per square foot less than the bottom line rent contained in the Prospect Terms, and (ii) for the Low-rise Refusal Space, is more than $5.00 per square foot and the deviation is at least 10% less than the bottom line rent contained in the Prospect Terms, or if the bottom line rent is equal to or less than $5.00 per square foot and the deviation is at least 20% less than the bottom line rent contained in the Prospect Terms. The term “bottom line rent” as used in the preceding sentence shall mean the net base rent, using a 10% discount rate, calculated as described below. So, for example, if the net base rent for the Refusal Space set forth in the Advice for a ten year term is $10.00 per square foot, with a $25.00 per square foot allowance for tenant improvements, six months of base rent abatement at the start of the ten year term, an additional $5.00 per square foot allowance for tenant’s moving expenses, etc. and leasing commissions of $7.50 per square foot, the “bottom line rent” would be $3.28 per square foot, computed as follows:

	10 Year Term
	10% Discount Rate
	Present Value/S.F.
Net Base Rent $10.00/S.F.	$10.00
Less: Tenant Improvements ($25.00/S.F.)	(3.97)
Abatement (6 months)	(.77)
Additional allowance ($5.00/S.F.)	(.79)
Leasing commissions ($7.50/S.F.)	(1.19)
Bottom Line Rent	$3.28

(g)           Notwithstanding anything contained herein to the contrary, Tenant’s rights under this Section 11 shall end two (2) years prior to the Termination Date of the Term.

(h)           Notwithstanding anything contained herein to the contrary, if Tenant exercises a ROFR for any space which is also covered by Tenant’s Expansion Options as set forth in Section 7 of this Rider, then Tenant’s leasing of such space shall be governed by the terms and conditions contained in Section 7 with respect to such space rather than by the terms and conditions of this Section 11.

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(i)           See Section 12 of this Rider for additional provisions.

12.           General Option Provisions. Notwithstanding anything contained elsewhere in this Rider to the contrary, the following additional provisions shall apply to and govern Tenant’s exercise of any option or election contained in Sections 6, 7, 9, 10 or 11 of this Rider:

(a)           Tenant’s purported exercise of any option is subject to the condition (which may be waived by Landlord in its sole discretion) that at the time Landlord receives any notice by which Tenant seeks to exercise an option or election (and additionally, for the ROFR, at the time that Landlord would otherwise be required to send Tenant an Advice), no monetary Default has occurred which remains uncured and no non-monetary default has occurred which Tenant is not then diligently and continuously attempting to cure.

(b)           Except as expressly modified by the terms of the specific option or election being exercised, all of the provisions, terms and conditions of this Lease shall apply to any additional space added to the Premises and to any extension of the Term, except that no inducements, allowances or credits set forth in the Lease with respect to the commencement of the Initial Term shall apply thereto.

(c)           If Tenant is able to and properly exercises the applicable option or election, Landlord shall prepare an amendment (the “Option Amendment”) to reflect the changes in terms of the Lease resulting from such exercise, including without limitation any increase or decrease in the size of the Premises, changes in Base Rent, Rent Adjustment Deposits, Rent Adjustments, Rentable Area of the Premises, Tenant’s Share and other appropriate terms. A copy of the Option Amendment shall be:

(i)           sent to Tenant within a reasonable time after Landlord receives Tenant’s notice exercising the option or election; and

(ii)           executed by Tenant and returned to Landlord within thirty (30) days after receipt thereof by Tenant. Notwithstanding the foregoing, an otherwise valid exercise of the option or election by Tenant shall, at Landlord’s option, be fully effective and binding on Landlord and Tenant, whether or not the Option Amendment is executed (including without limitation, any increase or decrease in the size of the Premises, changes in Base Rent, Rent Adjustment Deposits, Rent Adjustments, Rentable Area of the Premises, Tenant’s Share and other appropriate terms).

(d)           Notwithstanding anything contained herein to the contrary, Tenant’s rights to exercise any option or election shall terminate, at Landlord’s

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election, if, after Tenant’s delivery of the notice exercising the option or election but prior to the effective date of the option or election a Default occurs under the Lease.

(e)           Tenant agrees that time is of the essence in connection with the valid exercise of its rights under any option or election.

(f)           The rights of Tenant under each option are personal to the original Tenant named in this Lease and are not assignable to any other person or entity, except as otherwise provided in Section 10.6.

(g)           Base Building work consisting of the core loop for the sprinkler system is to exist or be performed by Landlord, at Landlord’s expense, in any Expansion or Refusal Space subject to this Section 12.

13.           After-hours HVAC. The current rates for after-hours HVAC usage for the Building as of the date of this Lease are as follows (which rates are subject to increase or decrease by Landlord provided that such increases or decreases shall be reasonable and correspond to increases or decreases in Landlord’s actual out-of-pocket utility or energy costs, labor expenses, water costs and costs of chemicals but not including any profit to Landlord):

(a)           Air conditioning only: $139.03 per hour for floors 1 through 11 and $181.88 per hour for floors 12 through 20;

(b)           Heating only: $116.31 per hour for floors 1 through 11 and $153.88 per hour for floors 12 through 20; and

(c)           Ventilation only: $89.93 per hour for floors 1 through 11 and $127.86 per hour for floors 12 through 20.

Such after-hours charges shall be divided proportionately among all tenants in the applicable zone (i.e., floors 1 through 11 or 12 through 20) requesting the after-hours service.

14.           Fire Stairwell. Tenant and its agents and employees shall have access to, and the right to use (so long as such use is permitted by applicable codes), on a non-exclusive basis, the fire stairwell for movement between the floors of Tenant’s Premises. Tenant shall have the right to paint and/or carpet the fire stairwell provided that such alterations have been approved by Landlord and are permitted by all applicable laws, regulations and codes, including, without limitation, the building and fire safety codes of the City of Chicago. Further, in connection with Tenant’s use of said stairwell, Tenant shall, at its sole option and expense, install a card reader system approved by Landlord so as to prevent non-Building personnel from accessing the Premises floors from such stairwell. Tenant shall maintain all improvements made by Tenant in good, safe condition and repair throughout the Term. Provided that Tenant has exercised its rights to improve the fire stairwell, for purposes of Tenant’s obligations under Article 17 of the Lease, the Premises shall be deemed to include

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the fire stairwell with respect to any claims arising out of Tenant’s failure to maintain the improvements in the fire stairwell made by Tenant in good, safe condition and repair. Provided that Tenant has exercised its rights to use the fire stairwell, for purposes of Tenant’s obligations under Article 17 of the Lease, the Premises shall be deemed to include the fire stairwell with respect to any claims arising out of the use of the fire stairwell by Tenant, its agents or employees or invitees.

15.           Termination of Existing Lease. The Existing Lease shall be deemed to be terminated and Tenant agrees to surrender possession of the Existing Premises in the condition required by the Existing Lease upon the earlier to occur of the date Tenant occupies the Premises under this Lease (other than for purposes of completing Tenant’s Work) and January 31, 1999, said January 31, 1999 to be extended for Force Majeure and Landlord delays (as provided in Section 1 of Exhibit B and Section 7(d)) but not for Tenant Delays.

16.           Name of Building. As of the Commencement Date, the Building shall be known as KPMG Peat Marwick Plaza, Three Illinois Center or 303 East Wacker Drive. Landlord agrees that it shall not change the name of the Building without Tenant’s consent unless Tenant has assigned the Lease other than to an Affiliate or occupies less than 50% of the Premises, and the portion of the Premises not occupied by Tenant is sublet for all or substantially all of the Term. Notwithstanding the foregoing, for so long as Tenant is occupying more space in the Building than any other tenant, Tenant shall retain its Building name and exterior sign rights (i.e., Tenant shall retain such rights until another tenant leases more space in the Building than Tenant is then leasing).

All of the rights set forth in this Section 16 are personal to KPMG Peat Marwick LLP and shall not be exercisable by any other person or entity, regardless of whether or not such person or entity has succeeded to some or all of Tenant’s other rights under this Lease.

17.           Tenant’s Exculpation. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed that neither the constituent members of Tenant (including, without limitation, the officers, members, directors, partners and trustees of Tenant), nor their respective successors shall be personally liable for the performance of Tenant’s obligations under this Lease, and that Landlord shall look solely to Tenant to enforce Tenant’s obligations hereunder and shall not seek any damages (including consequential damages) against any of the other parties hereinabove described in this sentence. The foregoing limitation of liability shall be noted in any judgment secured against Tenant. The foregoing provisions of this subsection shall be applicable with respect to KPMG Peat Marwick LLP (and its successors by merger, consolidation or otherwise) only and shall not apply to any other person or entity including, without limitation, its assignees, other than an Affiliate to which this Lease is assigned. In no event shall any officers, directors, trustees, partners or constituent members of Tenant be liable for consequential damages arising from this Lease.

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18.           Publicity. Landlord and Tenant shall mutually and reasonably agree upon any and all information to be conveyed to the media and/or business community whether in the form of formal or informal discussions, press releases, direct mail or broadly distributed announcements regarding discussions, negotiations, lease signing, occupancy by Tenant or subsequent discussions or agreements.

19.           Satellite Dish. Strictly subject to the terms and conditions hereof, Tenant is hereby granted a non-exclusive license during the Term to install; repair, maintain and remove telecommunication equipment to include but not be limited to parabolic antenna (e.g., a satellite dish) with a maximum diameter of approximately eighteen inches (18”) on the roof of the Building. Tenant shall install said equipment and cables solely in a location designated by Landlord (not to exceed 500 square feet on the roof and one (1) 1-inch cable in the riser space in a telephone closet) and in a manner and pursuant to plans (the “Plans”) approved in writing in advance by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. In no event shall the telecommunication equipment or related equipment or cables be visible from any of the streets or sidewalks adjacent to the Building. Tenant shall use reasonable efforts to provide that the equipment complies with the reasonable architectural standards established by Landlord. All installation, repair, maintenance and removal work shall be performed by contractors approved in advance by Landlord, which approval shall not be unreasonably untitled, conditioned or delayed. All costs of installation (including additional coring, power or conduit, if necessary) shall be at Tenant’s expense. Tenant shall employ the roofer designated by Landlord in connection therewith so that the warranty on the roof is not impaired or reduced in any way as a result of such installation, repair, maintenance or removal work. In no event shall Tenant install or replace any equipment which differs from that described in the Plans without Landlord’s consent which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall promptly provide Landlord with such other information concerning the equipment and cables (collectively, the “System”) and the installation thereof, as Landlord may reasonably request from time to time. Tenant shall deliver to Landlord as soon as practicable after completion of the installation of the System two sets of “as built” plans for the System. All of the work shall be performed by Tenant and its contractors in a safe, good and workmanlike manner, strictly in conformance with all applicable Laws, including without limitation, the Chicago Building Code and zoning ordinances, as well as the commercially reasonable recommendations of Landlord’s casualty insurers. Tenant acknowledges and agrees that Landlord has made no representation or warranty of any land as to (i) the suitability of any location approved by Landlord for any portion of the System for Tenant’s intended use thereof or (ii) the conformance of the Plans with zoning or any other applicable Law; and no approval by Landlord of the Plans or any other matter requested by Tenant shall be construed to create any such representation or warranty. If Landlord determines that it is reasonably necessary to have engineering, architectural or similar services performed on its behalf in reviewing the Plans or otherwise in connection with the installation, operation, repair, maintenance or removal of the System (or any portion thereof), Tenant shall reimburse Landlord for the reasonable cost thereof (limited to Landlord’s actual direct costs) upon receipt of each bill therefor.

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Tenant shall, at its sole cost and expense, obtain and maintain all governmental permits, licenses and approvals necessary in order to install, operate, maintain or remove the System. Tenant shall comply with all laws and regulations in connection with the installation, operation, maintenance and removal of the System.

Tenant shall, at its sole cost and expense, maintain the System in a clean, safe and good working order and repair and shall make replacements of any portion of the System when necessary. However, in no event shall any replacement parts (including any replacement antenna) be materially different (including as to shape, size or color) from those originally installed pursuant to this Section without Landlord’s prior written approval thereof in each instance, which approval shall not be withheld, delayed or conditioned. Tenant shall routinely inspect the System. All work and inspections performed by Tenant and its contractors shall be done in a safe, good and workmanlike manner. At or before the end of the Term (due to the lapse of time or otherwise), Tenant shall, at its sole cost and expense, remove the entire System (except such portions of the cables, any equipment and/or any electricity meters or submeters as Landlord may specify in writing to Tenant, which items shall remain in the Building after the Term and then become Landlord’s property without any payment therefor being due Tenant) and repair any damage to the Building caused thereby.

Tenant shall pay for all utilities consumed in the installation, operation, maintenance and removal of the System. If required by Landlord, Tenant shall, at its sole cost and expense, cause a separate electricity meter or submeter to be installed to measure the electrical consumption of the System, which meter shall be part of the System and installed in a location approved by Landlord.

Except in the event of an emergency, Tenant shall give Landlord reasonable advance notice each time access to the Building roof or telephone closet required by Tenant or its contractors in connection with the installation, inspection, repair, operation, maintenance or removal of the System. Landlord may require Tenant’s employees or contractors to be accompanied by Building personnel while on the roof or in other non-common areas of the Building outside of the Premises.

Except to the extent caused by the acts, omissions or wilful misconduct of Landlord or its agents, employees or contractors, Tenant shall indemnify, defend (with counsel reasonably satisfactory to Landlord) and hold harmless the Landlord and the Indemnitees from and against any claim of liability, loss, cost, damage or expense of any nature whatsoever (including without limitation, reasonable attorneys’ fees and expenses), including without limitation, injury to persons, damage to the Building, damage to any other property and consequential damages, resulting from or arising out of (i) the installation, inspection, repair, operation, maintenance, existence or removal of the System or any part thereof, or (ii) any act or omission of Tenant, its employees, agents or contractors in connection with the System or any part thereof.

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Without limiting the generality of this Section, the insurance policies Tenant is obligated to maintain pursuant to this Lease shall also cover the System, both as to casualty and liability policies.

Tenant and each of its contractors shall assume responsibility for the prevention of accidents to its employees and agents and shall take all reasonable safety precautions with respect to any work to be performed in or about the Building and shall comply with all reasonable safety measures initiated by Landlord and with all applicable Laws for the safety of persons or property. Tenant shall, and shall advise its contractors to, report to Landlord any injury to any of its employees or agents and shall furnish Landlord a copy of the accident report filed with its insurance carrier promptly after its occurrence.

In no event shall the System or its operation interfere with the use of any other antennas or equipment or communications system on or at the Building, nor shall Landlord permit any other system installed after Tenant’s System is installed to interfere with the operation of Tenant’s System.

Commencing on the date that Tenant begins installing the System and ending on the date that Tenant removes the System (if removal is required by Landlord) and repairs any damage to the Building caused by such removal, Tenant shall pay Landlord additional rent hereunder as hereinafter provided. Commencing on the above-described commencement date and ending twelve (12) full calendar months thereafter, the monthly additional rent in connection with the System shall be $500. For each subsequent 12-month period, the monthly rent shall increase to 104% of the monthly rent for the preceding 12-month period.

Landlord shall have the right upon thirty (30) days prior written notice to relocate the System so long as such relocation does not unreasonably interfere with Tenant’s communication service. Since relocation shall be at Landlord’s expense, if the reason for such relocation was reasonably within Landlord’s control; otherwise, such relocation shall be at Tenant’s expense.

The System is to be used for communication for Tenant’s business only and no part of the System or services provided by the System shall be resold.

From and after the date of this Lease, Landlord will not itself and will not allow any other tenant or third party to install any systems or devices in or on the Building that would unreasonably interfere with the operation of the System.

20.           Consents/Approvals. Wherever the consent or approval of either party is required or requested to be given under this Lease, the party whose consent or approval is required or requested shall not unreasonably withhold, condition or delay such consent or approval, provided, however, that any more specific provisions with respect to any particular consent or approval which is required or requested shall control over this Section.

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21.           Memorandum of Lease. This Lease shall not be recorded by either Landlord or Tenant. However, either party may request that a memorandum of this Lease be recorded in a form reasonably acceptable to both parties. The requesting party shall pay all costs of recording. In the event of such recordation, Tenant shall deposit with Landlord a Discharge of Lease substantially in the form attached hereto as Exhibit K (revised to reflect any changes to the Initial Premises during the Term) to be held by Landlord in escrow until the Lease has been terminated. Upon such termination, Landlord shall have the right, at its expense, to record such Discharge of Lease.

In addition, in the event that a memorandum of leave has been recorded and the Initial Premises are thereafter expanded or reduced pursuant to options contained in this Lease or otherwise, either party may request that an amendment to the memorandum of lease be recorded in a form reasonably acceptable to both parties. The requesting party shall pay the costs of recording.

22.           Self-Help by Tenant. If, in Tenant’s reasonable opinion, “self-help” to cure a default by Landlord (such self-help to be limited to repairs to or remedial action within the Premises) is necessary in an emergency situation to prevent significant physical damage to Premises or a significant interruption in the operation of the Tenant’s business, Tenant may exercise such self-help after giving Landlord such notice of Tenant’s intent to exercise the intended self-help as is reasonable under the circumstances (including oral notice). Such self-help by Tenant shall be limited to non-structural repairs or remedial action within the Premises which does not affect other tenants, the Common Areas or the utility, mechanical, life-safety or other systems of the Building outside of the Premises. Tenant shall have the right to recover the reasonable cost of such self-help from Landlord upon Tenant’s request for reimbursement, which request shall be accompanied by receipted bills or other documentation evidencing the cost of such self-help. If Landlord fails to reimburse Tenant within thirty (30) days of Tenant’s request for reimbursement, Tenant shall have: (a) the right to offset the cost of such self-help against the Monthly Base Rent next coming due, provided that the amount of such offset shall not exceed one (1) month’s Monthly Base Rent at the rate in effect at the time of such self-help, and (b) the right to seek a judgment against Landlord for the amount of such reimbursement from any court of competent jurisdiction.

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EX-10.2

Exhibit 10.2

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (“Amendment”) is made and entered into effective as of the 1st day of March, 2004 (“Effective Date”), by and between 303 WACKER REALTY L.L.C., a Delaware limited liability company (hereinafter referred to as “Landlord”), and CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC., a Delaware corporation (hereinafter referred to as “Tenant”).

R E C I T A L S:

A.           Landlord (as successor in interest to Metropolitan Life Insurance Company) and Tenant are parties to that certain Office Lease dated January 1, 1996 (“Original Lease”), as amended by First Amendment to Lease dated effective as of October 1, 1999 (the “First Amendment”) and by Second Amendment to Lease dated as of January 22, 2001 (the “Second Amendment”) (such Original Lease, as so amended by the First Amendment and the Second Amendment and as amended hereby and as further amended from time to time, and including, without limitation, that certain Commencement Date Agreement dated January 1, 1996 [i.e., being “Rider l”]and “Rider 2”incorporated as part of the Original Lease, being collectively referred to herein as the “Lease”), demising premises stipulated to contain 74,234 square feet situated on the 5th, 6th and 12th floors of the Building commonly known as 303 East Wacker Drive, Chicago, Illinois for a term expiring September 30, 2006; and

B.           Landlord and Tenant desire to amend the Lease to, among other things, extend the term of the Lease and to include additional space on the 9th and 10th floors as part of the Premises, and for other matters, all upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend the Lease in the following respects only and hereby agree as follows:

1.           Defined Terms.  As used in this Amendment, the following terms shall have the respective meanings indicated below:

(a)           “Additional Premises” shall mean the premises on the 9th and 10th floors of the Building, stipulated to contain 43,145 square feet of Rentable Area (being the entire 9th floor consisting of 29,852 square feet of Rentable Area, and a portion of the 10th floor, consisting of 13,293 square feet of Rentable Area), as shown on Exhibit A attached hereto and made a part hereof.

(b)           “Additional Premises Commencement Date” shall mean the first to occur of (i) October 1, 2004 and (ii) the date Tenant occupies all or any part of the Additional Premises for the conduct of business operations therefrom, in any case subject to the abatements of rent attributable to the Additional Premises as provided in Paragraphs 4(d) and 5(d) below.

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(c)           “Existing Premises”shall mean the Premises being leased under the Lease immediately prior to the date of this Amendment, as described in Recital A above, consisting of 74,234square feet of Rentable Area on the 5th, 6thand 12thfloors of the Building.

(d)           “Existing Premises Area A”shall mean that portion of the Existing Premises located on the 5thand 6thfloors of the Building, as described in the Original Lease, consisting of 56,520square feet of Rentable Area.

(e)           “Existing Premises Area B”shall mean that portion of the Existing Premises located on the 12thfloor of the Building, as described in the Second Amendment as the “Additional Premises”, consisting of 17,714square feet of Rentable Area.

All other capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Lease. For purposes of the Lease, the term “Rent”shall specifically include the rental payments due with respect to the Additional Premises and the Existing Premises as described in Paragraphs 4and 5 hereinbelow.

2.         Additional Premises.  Effective as of the Additional Premises Commencement Date and for a lease term expiring concurrently with the end of the Term for the remainder of the Premises, as it may be sooner terminated or extended as provided herein or in the Lease:

(a)           the Premises shall include the Additional Premises; and

(b)           the Rentable Area of the Premises shall be increased by the Rentable Area of the Additional Premises.

3.         Extension of Term; Lease Governs.  The expiration date of the term of the Lease is hereby extended from September 30, 2006to September 30, 2014(subject to further extension thereof as provided in Paragraphs 9 and 10below). Such extension of the term shall be upon all of the terms and conditions as set forth in the Lease, as expressly amended hereby. Without limitation of the foregoing, from and after the Additional Premises Commencement Date and through the end of the term of the Lease (as extended hereby), all provisions of the Lease (as expressly amended hereby) shall be in full force and effect with respect to, and shall govern Tenant's possession of, both the Additional Premises and the Existing Premises.

4. Monthly Base Rent.

(a)           From and after the Additional Premises Commencement Date, Monthly Base Rent under the Lease with respect to the Additional Premises (herein, “Monthly Additional Premises Base Rent”) shall be payable in the amounts and at the annual rates per square of foot of Rentable Area of the Additional Premises for the respective periods hereafter described:

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Period	Monthly	Annually	Rate/SF
Additional Premises	$58,425.52*	$701,106.25*	$16.25
Commencement Date through
September 30, 2005
October 1, 2005 through	$59,612.01	$715,344.10	$16.58
September 30, 2006
October 1, 2006 through	$60,798.50	$729,581.95	$16.91
September 30, 2007
October 1, 2007 through	$62,020.94	$744,251.25	$17.25
September 30, 2008
October 1, 2008 through	$63,279.33	$759,352.00	$17.60
September 30, 2009
October 1, 2009 through	$65,184.90	$782,218.85	$18.13
September 30, 2010
October 1, 2010 through	$67,126.43	$805,517.15	$18.67
September 30, 2011
October 1, 2011 through	$69,139.86	$829,678.35	$19.23
September 30, 2012
October 1, 2012 through	$71,225.20	$854,702.45	$19.81
September 30, 2013
October I. 2013 through	$73,346.50	$880,158.00	$20.40
September 30, 2014

*subject to abatement as described in Paragraph 4(d) below.

Monthly Additional Premises Base Rent shall be payable at such times and at such place and in accordance with such provisions as otherwise set forth in the Lease relative to the payment of Monthly Base Rent thereunder.

(b)           Monthly Base Rent under the Lease with respect to that portion of the Existing Premises constituting Existing Premises Area A shall continue to be payable in such amounts and in accordance with such provisions as are set forth in the Lease from and after the Effective Date hereof and through September 30, 2006 (which Monthly Base Rent is set forth in the last line item in Section 1.01(8) of the Original Lease and is also reflected in the following Monthly Base Rent schedule for information purposes), subject to Paragraph 4(e) below regarding a certain one-month abatement thereof. From and after October 1, 2006, Monthly Base Rent for Existing Premises Area A shall be payable by Tenant in the following amounts and at the following rates per square foot of Rentable Area for the respective periods hereinafter described:

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Period	Monthly	Annually	Rate/SF
Effective Date through	$64,688.44*	$776,261.28*	$13.73
September 30, 2006
October 1, 2006 through	$79,646.10	$955,753.20	$16.91
September 30, 2007
October 1, 2007 through	$81,247.50	$974,970.00	$17.25
September 30, 2008
October 1, 2008 through	$82,896.00	$994,752.00	$17.60
September 30, 2009
October 1, 2009 through	$85,392.30	$1,024,707.60	$18.13
September 30, 2010
October 1, 2010 through	$87,935.70	$1,055,228.40	$18.67
September 30, 2011
October 1, 2011 through	$90,573.30	$1,086,879.60	$19.23
September 30, 2012
October 1, 2012 through	$93,305.10	$1,119,661.20	$19.81
September 30, 2013
October 1, 2013 through	$96,084.00	$1,153,008.00	$20.40
September 30, 2014

*subject to abatement as described in Paragraph 4(e) below.

The foregoing Monthly Base Rent for Existing Premises Area A shall be payable at such times and at such place and in accordance with such provisions as otherwise set forth in the Lease relative to the payment of Monthly Base Rent thereunder.

(c)           Monthly Base Rent under the Lease with respect to that portion of the Existing Premises constituting Existing Premises Area B shall continue to be payable in such amounts and in accordance with such provisions as are set forth in the Lease from and after the Effective Date hereof and through September 30, 2004 (which Monthly Base Rent is set forth in Paragraph 4 of the Second Amendment and is also reflected in the following Month's Base Rent schedule for information purposes). From and after October 1, 2004, Monthly Base Rent for Existing Premises Area B shall be payable by Tenant in the following amounts and at the following rates per square foot of Rentable Area for the respective periods hereinafter described (notwithstanding anything in said Paragraph 4 of the Second Amendment to the contrary):

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Period	Monthly	Annually	Rate/SF
Effective Date through	$27,412.42	$328,948.98	$18.57
May 31, 2004
June 1, 2004 through	$28,239.07	$338,868.82	$19.13
September 30, 2004
October 1, 2004 through	$23,987.71	$287,852.50	$16.25
September 30, 2005
October 1, 2005 through	$24,474.84	$293,698.12	$16.58
September 30, 2006
October 1, 2006 through	$24,961.98	$299,543.74	$16.91
September 30, 2007
October 1, 2007 through	$25,463.88	$305,566.50	$17.25
September 30, 2008
October 1, 2008 through	$25,890.53	$311,766.40	$17.60
September 30, 2009
October 1, 2009 through	$26,762.90	$321,154.82	$18.13
September 30, 2010
October 1, 2010 through	$27,560.03	$330,720.38	$18.67
September 30, 201 1
October 1, 2011 through	$28,386.69	$340,640.22	$19.23
September 30, 2012
October 1, 2012 through	$29,242.86	$350,914.34	$19.81
September 30, 2013
October 1, 2013 through	$30,113.80	$361,365.60	$20.40
September 30, 2014

*subject to abatement as described in Paragraph 4(e) below.

The foregoing Monthly Base Rent for Existing Premises Area B shall be payable at such times and at such place and in accordance with such provisions as otherwise set forth in the Lease relative to the payment of Monthly Base Rent thereunder.

(d)           Notwithstanding anything herein or in the Lease to the contrary, provided that Tenant is not otherwise in default under the Lease at any time during a respective “Additional Premises Abatement Month” (as hereinafter defined) which default has not been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord, Monthly Base Rent attributable to the Additional Premises shall abate for each full or partial calendar month commencing with the Additional Premises Commencement Date and continuing through October 31, 2004 (each such full or partial calendar month, an “Additional Premises Abatement Month”); provided that Tenant shall remain responsible for all other obligations of Tenant under the Lease during each of the aforedescribed Additional Premises Abatement Months, and provided further that such abatement of Monthly Additional Premises Base Rent shall not apply for any Additional Premises Abatement Month during which Tenant, at any time, is otherwise in default under the Lease which default has not

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been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord.

(e)            Notwithstanding anything herein or in the Lease to the contrary, provided that Tenant is not otherwise in default under the Lease at any time during the “Existing Premises Abatement Month” (as hereinafter defined) which default has not been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord, Monthly Base Rent attributable to theExisting Premises shall abate for the month of October, 2004 (the “Existing Premises Abatement Month”) ; provided that Tenant shall remain responsible for all other obligations of Tenant under the Lease during such Existing Premises Abatement Month, and provided further, that such abatement of Monthly Base Rent attributable to the Existing Premises shall not apply for such Existing Premises Abatement Month if Tenant, at any time during such Existing Premises Abatement Month, is otherwise in default under the Lease which default has not been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord.

5. Additional Premises Rent Adjustments.

(a)           For the calendar year in which the Additional Premises Commencement Date falls, Tenant's Share of Operating Expenses and Taxes (i.e., Rent Adjustments under the Lease) provided for in Article Four of the Lease shall be calculated separately for the Additional Premises apart from the remainder of the Premises, but not for any subsequent years of the Term of the Lease. In subsequent years, Rent Adjustments shall be calculated for the Additional Premises together with the remainder of the Premises. Rent Adjustments for the Additional Premises for the calendar year in which the Additional Premises Commencement Date falls (herein, the “Additional Premises Rent Adjustments”) shall be prorated by multiplying the Rent Adjustments attributable to the Additional Premises by a fraction, the numerator of which is the number of days remaining in such calendar year following the Additional Premises Commencement Date and the denominator of which is 365.

(b)            For purposes of calculating Additional Premises Rent Adjustments (i.e., being the Rent Adjustments payable on account of the Additional Premises for the calendar year in which the Additional Premises Commencement Date falls), “Tenant's Share” shall be 5.6023%. For purposes of calculating Rent Adjustments payable on account of both the Additional Premises and the remainder of the Premises (i.e., being the “Existing Premises” as described herein) for all subsequent calendar years (or partial calendar years) within the Term of the Lease, “Tenant's Share” shall be 15.2415% (and Section 1.01(13) of the Lease is hereby amended accordingly). Rent Adjustments for the Existing Premises shall continue to be calculated and paid in accordance with Article Four of the Lease for the calendar year in which the Additional Premises Commencement Date falls.

(c)           All Rent Adjustments described in this Paragraph 5 shall be payable at such times, in suchmanner, and in accordance with such procedures (i.e, including

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payment of “Rent Adjustment Deposits” and final reconciliations) as set forth in Article Four of the Lease relative to payment of Rent Adjustments thereunder.

(d)           Notwithstanding anything herein or in the Lease to the contrary, it is agreed that, provided that Tenant is not in default under the Lease during any applicable Additional Rent Abatement Month (as hereinafter defined) which default has not been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord, then, Tenant shall be entitled to an abatement of Rent Adjustments and Rent Adjustment Deposits attributable to the Additional Premises being leased hereunder for each full or partial calendar month commencing with the Additional Premises Commencement Date and continuing through September 30, 2004 (each such full or partial calendar month, an “Additional Rent Abatement Month”).The foregoing abatement of Rent Adjustments and Rent Adjustment Deposits attributable to the Additional Premises shall not otherwise affect Tenant's obligation to pay all other amounts due and owing under the Lease during each such respective Additional Rent Abatement Month, nor shall it affect any other obligations of Tenant hereunder or under the Lease; and provided further, that Tenant shall not be entitled to any such abatement of Rent Adjustments and Rent Adjustment Deposits for any Additional Rent Abatement Month during which Tenant is, at any time, in default under the Lease which default has not been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord.

6.        Condition; Tenant Improvements.

(a)           Without limitation of the terms of Paragraphs 6(b) and 6(c) below, Tenant hereby accepts the Additional Premises in their “as is”condition as of the Turnover Date described in Paragraph 7 below, subject to Paragraphs 6(b) and 6(c) below, and Tenant hereby accepts the Existing Premises in their “as is”condition as of the date hereof, and Tenant acknowledges and agrees that Landlord shall not be required to make any improvements to the Additional Premises (except as provided in Paragraph 6(c) below) or the Existing Premises for Tenant's use and occupancy during the term of the Lease (as extended hereby). Without limitation of the foregoing, it is acknowledged that Tenant shall, at its sole cost and expense (subject to application of the Allowance as defined in the hereafter described “Initial Premises Workletter”), perform any work at the Existing Premises and/or the Additional Premises as may be necessary or desired by Tenant to improve the Existing Premises and/or the Additional Premises for occupancy, all subject to and in accordance with the provisions of the Workletter Agreement attached hereto as Exhibit B (the “Initial Premises Workletter”).All work completed by Tenant on or after the Turnover Date (as defined in Paragraph 7 below) and on or before the one hundred eightieth (180th) day following the Additional Premises Commencement Date as referenced in this Paragraph 6(a) is hereinafter referred to as “Tenant's Work”.

(b)           Notwithstanding the terms of Paragraph 6(a) above, Landlord shall maintain and make necessary repairs to the electrical, plumbing, heating, ventilation and air-conditioning systems of the Building so that the same continue to function in good working order, all as and to the extent described in Section 8.01 of the Original Lease. Further, Landlord shall maintain the Common Areas of the Building (as well as attached

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parking structures, if applicable) in compliance, in all material respects, with applicable Laws, including without limitation, the Americans with Disabilities Act and any and all environmental Laws to the extent applicable. For purposes of this Paragraph 6(b), it is understood and agreed that (i) any costs incurred by Landlord relative to its maintenance, repair and/or compliance activities as described in this Paragraph 6(b), including costs of capital improvements, may be included as part of “Operating Expenses” under the Lease (subject to any other limitations expressly described in the definition of “Operating Expenses” under the Lease and subject to the terms of the last sentence of this Paragraph 6(b) hereinbelow), and (ii) Tenant shall have no claim against Landlord relative to Landlord's failure to perform maintenance or repair obligations under this Paragraph 6(b) or under the Lease or relative to Landlord's noncompliance of Laws under this Paragraph 6(b) or under the Lease, if any such failure or any such noncompliance of Laws does not adversely or financially impact Tenant's use and quiet enjoyment of any portion of the Premises in accordance with the terms of the Lease, and (iii) Tenant shall reasonably cooperate with Landlord in allowing access to the Premises, subject to prior scheduling with Tenant, to enable Landlord to perform any maintenance, repair and/or compliance work which is required within the Premises. Notwithstanding the foregoing, if the Building is in violation of any such Laws (as now existing) as of the date of this Amendment (i.e., meaning that the Building was obligated to take action to comply with such Laws on or before the date of this Amendment, and has failed to do so) including, without limitation, any environmental Laws, then the costs of any capital improvements or other compliance activities made to the Building after the date of this Amendment in order to cure such violations of Laws shall not be included in recoverable “Operating Expenses” under the Lease.

(c)           Landlord shall perform, or cause to be performed, certain sprinkler work at that portion or the Additional Premises located on the 10th floor, which work is described in Exhibit E hereto (the “Work”), at no cost to Tenant. Landlord shall use commercially reasonable efforts to tender possession of the Additional Premises to Tenant, with the Work being substantially completed therein, on or before June 1, 2004, all as and to the extent and subject to the terms and conditions provided in Paragraph 7 below. For purposes hereof, the term “substantially completed”, “substantially complete”, “substantial completion”, or words of similar import, shall mean completion of the Work, except for minor and insubstantial details of construction, detail, finishes or mechanical adjustments which remain to be done, to the extent that such remaining incomplete items would not materially interfere with the use of the Additional Premises for Tenant's office operations under the Lease. In the event of any dispute as to whether the Work is substantially complete, the decision of Landlord's architect shall be final and binding on the parties. Following delivery of the Additional Premises to Tenant in accordance with the terms of this Amendment, Landlord shall proceed diligently to complete the balance (if any) of the Work in a reasonable time frame. Tenant hereby acknowledges that, following Landlord's delivery of possession to Tenant of the Additional Premises, Landlord may be completing any then unfinished portions of the Work in or about the Additional Premises during normal business hours while Tenant is performing work or otherwise conducting other activities therein. Tenant hereby agrees to reasonably cooperate with Landlord with regard to scheduling times for the

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performance of said balance of the Work and coordinating Tenant's activities in the Additional Premises with Landlord's performance of same.

7.           Possession.  Landlord shall use commercially reasonable efforts to deliver possession of the Additional Premises to Tenant, with the “Work” being “substantially completed” therein (as such terms are defined in Paragraph 6(c) above), no later than June 1, 2004, in order for Tenant to proceed with the Tenant's Work. The date Landlord so delivers possession of the Additional Premises is referred to herein as the “Turnover Date”.If Landlord should be unable, due to fire or other casualty, a holdover tenant or any other reason beyond Landlord's reasonable control, to so deliver possession of the Additional Premises on or before June 1, 2004, Landlord shall not be subject to any liability for failure to deliver possession. Such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant under the Lease or be construed to extend the expiration of the term of the Lease either as to the respective Additional Premises or the balance of the Premises; provided, however, that under such circumstances (A) the stated Additional Premises Commencement Date set forth in Paragraph l(b)(i) above shall be extended by one day for each day of delay beyond June 1, 2004 in delivery of possession of such Additional Premises to Tenant, and (B) Landlord shall continue to use reasonable efforts to so deliver possession of the Additional Premises to Tenant as soon thereafter as reasonably practicable. Any occupancy of the Additional Premises from and after the Turnover Date and continuing through the day immediately prior to the Additional Premises Commencement Date shall be subject to all of the terms and provisions set forth in the Lease, except that (i) Tenant shall not be obligated to pay Monthly Base Rent or Rent Adjustments attributable to the Additional Premises for any such period prior to the Additional Premises Commencement Date, and (ii) Landlord shall be obligated to furnish janitorial or other base building services within the Additional Premises for any such period prior to the Additional Premises Commencement Date.

8.           Right of First Offer.  Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant the right to lease, on the terms and conditions hereinafter set forth, each portion of the First Offer Space (as hereinafter defined) which becomes available for leasing during the First Offer Period (as hereinafter defined).

(a)           A portion of the First Offer Space shall be deemed to be “available for leasing”upon the occurrence of the following events.

(i)           the expiration of an Existing Lease (as hereinafter defined) of such portion of the First Offer Space (including any renewals or extensions thereof, whether or not pursuant to options currently set forth therein), provided that such portion of the First Offer Space is not then subject to a right or option to lease such space granted in another Existing Lease;

(ii)           if such portion of the First Offer Space is subject to a right or option granted in another Existing Lease, which right or option is not exercised, the later to occur of (A) the expiration of such right or option unexercised and (B) the expiration of the Existing Lease of such portion of the First Offer Space (including any renewals or extensions thereof, whether or not pursuant to options currently set forth therein); or

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(iii)            if such portion of the First Offer Space is subject to a right or option granted in another Existing Lease, which option is exercised, the expiration of the term of such other Existing Lease (including any renewals or extensions thereof, whether or not pursuant to options currently granted therein) or any later date on which the term of the demise of such portion of the First Offer Space created by the exercise of such right or option (including any renewals or extensions thereof, whether or not pursuant to options currently granted in such Existing Lease) expires.

(b)           Prior to Landlord's offering to the public for lease, or leasing, or granting options to lease, any portion of space on floors 4, 7, 10 or 12 of the Building (herein, the “First Offer Space”), which is not otherwise leased to Tenant and which becomes available for leasing during the First Offer Period, Landlord shall give Tenant written notice of the location and Rentable Area of such portion of the First Offer Space, the date of commencement of the term of the demise, as determined by Landlord, with respect to such portion of the First Offer Space (the “First Offer Space Commencement Date”) and the rental rate for such portion of the First Offer Space (determined as hereinafter provided) (such notice being referred to as a “Landlord Initial Notice”). The First Offer Space Commencement Date shall not be less than sixty (60) days after the date such Landlord Initial Notice is given by Landlord. Tenant's right to lease the First Offer Space described in such a Landlord Initial Notice from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said right given not later than ten (10) business days after such Landlord Initial Notice is given, time being of the essence. If such right is not so exercised, Landlord shall have the right to thereafter market such space for leasing or for granting options to lease, subject to Tenant's continuing first offer rights described in Paragraph 8(c) below. Tenant may not elect to lease less than the entire area of the First Offer Space described in any such Landlord Initial Notice.

(c)           If Tenant does not validly exercise its first offer option with respect to any applicable First Offer Space as provided in Paragraph 8(b) above, then Landlord shall have the right to market the applicable First Offer Space for leasing or for options to lease, to any person or entity; provided that prior to Landlord leasing, or granting options to lease, all or any portion of such applicable First Offer Space for a term commencing during the First Offer Period, Landlord shall give Tenant written notice of the location and Rentable Area of such applicable portion of the First Offer Space and the then proposed First Offer Space Commencement Date therefor and the then determined rental rate therefor (determined as hereinafter provided) (such notice being referred to as a “Landlord Second Notice”). The then proposed First Offer Space Commencement Date shall not be less than sixty (60) days after the date such Landlord Second Notice is given by Landlord. Tenant's right to lease the First Offer Space described in such a Landlord Second Notice from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said right given not later than five (5) business days after the applicable Landlord Second Notice is given, time being of the essence. If such right is not so exercised, Tenant's right of first offer shall thereupon terminate as to such portion of the First Offer Space, and Landlord may thereafter lease or grant options to lease all or any portion of such applicable First Offer Space without notice to Tenant

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and free of any right in Tenant; provided, however, that if Landlord shall not have leased, or granted options to lease, the applicable First Offer Space described in any applicable Landlord Second Notice within the period ending one hundred eighty (180) days following the date of such Landlord Second Notice (plus, if Landlord is negotiating with a particular potential tenant at the time such period expires, such additional period during which Landlord continues to negotiate with such potential tenant), Landlord shall not lease or grant options to lease such portion of the First Offer Space for a term commencing during the First Offer Period without again giving a Landlord Second Notice to Tenant as described above, and, in such event, Tenant shall again have the first offer right with respect to such applicable First Offer Space in accordance with the terms and provisions set forth in this Paragraph 8. Tenant may not elect to lease less than the entire area of the First Offer Space described in a Landlord Second Notice. Further, if Tenant does not exercise its first offer rights as described in this Paragraph 8(c), and if Landlord thereafter leases or grants options to lease the applicable First Offer Space, then Tenant shall again have first offer rights under this Paragraph 8 with respect to such space if and when such First Offer Space again becomes “available for leasing” during the First Offer Period.

(d)           Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise its right to lease a portion of the First Offer Space, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of said right and on the pertinent First Offer Space Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary default under the Lease, or (ii) in non-monetary default under the Lease, and in either event, such default is not cured by Tenant in the time and manner described in the Lease after written notice from Landlord, and (inasmuch as this right of first offer is intended only for the benefit of the original Tenant named in this Amendment) at least two-thirds of the Rentable Area of the Premises (inclusive of the Additional Premises described herein) are occupied by the original Tenant named in this Amendment and/or one or more permitted Affiliates under Article Ten of the Lease, and said Tenant has not assigned the Lease (other than to a permitted Affiliate), or sublet greater than one-third of the Rentable Area of the Premises (other than to one or more permitted Affiliates). Without limitation of the foregoing, no sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise any first offer right hereunder, and, unless Landlord otherwise agrees (at its sole discretion), no exercise of any first offer right hereunder by the original Tenant named in this Amendment or by a permitted Affiliate assignee shall be effective in the event said Tenant assigns the Lease (other than a permitted Affiliate assignee) or subleases all or greater than one-third of the Rentable Area of the Premises (other than to one or more permitted Affiliates) prior to the pertinent First Offer Space Commencement Date. If the original Tenant named in this Amendment has assigned the Lease to an assignee which is a permitted Affiliate assignee under Article Ten of the Lease, as of the time of Tenant's exercise of any first offer rights under this Paragraph 8 or on the pertinent First Offer Space Commencement Date, then, at Landlord's option, any such exercise of the first offer right under this Paragraph 8 shall need to be executed by the original named Tenant in this Amendment and each such permitted Affiliate assignee in order to be effective for purposes hereof (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate, such as

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is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such first offer exercise notice hereunder). Notwithstanding anything to the contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its first offer rights under this Paragraph 8, as such conditions are described above in this Paragraph 8(d), whereupon Tenant's prior exercise of such first offer rights shall be valid and in full force and effect and in all respects. Any such waiver by Landlord must be in writing in order to be effective for purposes of the preceding sentence.

(e)           If Tenant has validly exercised its right to lease a portion of the First Offer Space, then effective as of the First Offer Space Commencement Date such portion of the First Offer Space shall be included in the Premises, subject to all of the terms, conditions and provisions of the Lease, except that the rent per square foot of Rentable Area for such portion of the First Offer Space, including concessions, shall be equal to the ROFO Market Rental Rate (as hereinafter defined). Without limitation of the foregoing:

(i)           the Rentable Area of the Premises shall be increased by the Rentable Area of such portion of the First Offer Space (and “Tenant's Share” shall be increased accordingly);

(ii)           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

(iii)           the First Offer Space shall be rented in its“as is”condition as of the First Offer SpaceCommencement Date (inasmuch as tenant improvement work, allowances, free-rent during tenant construction periods and other concessions, if any, as will be reflectedin ROFO Market Rental Rate as described in Paragraph 8(i) below).

(f)           If Tenant has validly exercised its right to lease a portion of the First Offer Space, within thirty (30) days after request by either party hereto, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to such portion of the First Offer Space as determined in accordance herewith.

(g)           If Tenant has validly exercised its right to lease a portion of the First Offer Space, Landlord shall use commercially reasonable efforts to deliver possession of such First Offer Space to Tenant on the pertinent First Offer Space Commencement Date (including, the filing and diligent prosecution of eviction proceedings, if necessary, with respect to any holdover tenant therein), but in the event Landlord should be unable for any reason to do so, then Landlord shall not be subject to any liability for failure to deliver possession except as provided below in this Paragraph 8(g). Such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant thereunder or be construed to extend the expiration of the term of the Lease either as to such portion of the First Offer Space or the balance of the

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Premises; provided that in such event, the First Offer Space Commencement Date shall be extended until Landlord is able to deliver possession (i.e., with any rental abatement periods under Paragraph 8(e)(iii) hereof, as applicable, being deferred accordingly). Without limitation of the foregoing, in the event Landlord fails to deliver possession of any portion of the First Offer Space, which failure continues for ninety (90) days beyond the pertinent First Offer Space Commencement Date (the “Outside First Offer Space Commencement Date”)for any reason whatsoever (including reasons beyond Landlord's reasonable control), then Tenant shall have the additional ongoing right, exercised upon thirty (30) days' written notice thereof to Landlord delivered at any time following such 90-day period and prior to such time as Landlord has tendered the applicable First Offer Space to Tenant (time being of the essence) and Landlord's failure to deliver possession of such First Offer Space to Tenant within such 30-day period, to revoke its earlier exercise of such applicable first offer right, whereupon the Lease shall continue in full force and effect without regard to such First Offer Space, and neither party shall have any further rights or obligations with respect thereto (provided that Landlord shall again give Tenant a Landlord Second Notice under this Paragraph 8, and Tenant shall again have first offer rights as provided in this Paragraph 8, prior to Landlord leasing or granting options to lease such First Offer Space which remains available for leasing for a term commencing during the First Offer Period). If Tenant fails to so revoke its prior exercise notice within the time periods set forth in the preceding sentence Tenant shall be deemed to have waived such right, and the remaining terms of this Paragraph 8(g) shall continue to apply.

(h)           In the event any portion of the First Offer Space is leased to Tenant other than pursuant to the right of first offer described herein, such portion of the First Offer Space shall thereupon be deleted from the First Offer Space.

(i)           As used herein, the following terms shall have the following meanings:

(i)           the term “First Offer Period”shall mean the term of the Lease and all extensions and renewals thereof; provided, however, that the First Offer Period shall not include the last two (2) years of the stated term (as extended by this Amendment) or the last two (2) years of any renewal period hereunder, unless Tenant has then validly exercised any option granted to Tenant under this Amendment to extend the term for any further renewal period described herein, (in which event the First Offer Period shall not include the last two (2) years of any such renewal period);

(ii)           the term “Existing Lease”shall mean a lease of any space in the Building in effect as of the date hereof, as amended from time to time (including extensions or renewals thereof, whether or not pursuant to options granted therein), whether or not the term of such lease has yet commenced;

(iii)           the term “ROFO Market Rental Rate”per square foot of Rentable Area shall mean (i) the annual rate of net rent reasonably determined by Landlord to be the prevailing market net rental rate in downtown Chicago, Illinois for comparable previously improved office space (taking into consideration the

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duration of the terms for which such space is being leased, location and/or floor level within the applicable buildings, when the applicable rate first becomes effective, quality, condition and location of the applicable buildings and the applicable space, rental concessions, brokerage commissions, and other comparable factors) and reflecting (i.e., reduced, if applicable, to reflect any prevailing concessions which are not being provided to Tenant in kind) prevailing concessions such as, but not limited to, rental concessions, tenant improvement work, allowances, time for construction of tenant improvements, etc.), for terms commencing on or about the First Offer Space Commencement Date, plus (ii) additional components of the ROFO Market Rental Rate determined by Landlord, which may include, among the other then prevailing components of rent, periodic adjustments or additions to a fixed rent based on a share of real estate taxes and other expenses (such as Rent Adjustments); and which may also include a market-level security deposit based upon security deposits then being imposed upon other tenants in downtown Chicago, Illinois, having comparable concession packages and being of comparable credit worthiness as that of Tenant at the time ROFO Market Rental Rate is being determined. Completed lease transactions at the Building and/or bona fide written offers to lease comparable space at the Building received by Landlord from third parties (at arm's length) and/or letters of intent or other proposals for the leasing of space at the Building submitted or otherwise executed by third parties (at arm's length) may be used by Landlord and thereupon have preferential value as an indication of the ROFO Market Rental Rate.

(iv)           Tenant's first offer rights under this Paragraph 8 are expressly subject to the terms of Paragraph 12(g) below.

9.           First Renewal Option.  Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant an option to extend the term of the Lease for all or a “First Renewal Designated Portion” (as hereinafter described) of the Premises on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for one period of five (5) years (the “First Renewal Period”) after the expiration of the stated term of the Lease (as extended by this Amendment), which First Renewal Period shall commence on October 1, 2014 (the “First Renewal Period Commencement Date”) and end on the day before the fifth (5th) anniversary of the First Renewal Period Commencement 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 First Renewal Period Commencement Date, time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire. Tenant shall have the right, as part of its exercise notice, to designate only a portion of the Premises (the “First Renewal Designated Portion”) for which the Term shall be extended, provided that such First Renewal Designated Portion (i) shall be no less than fifty percent (50%) of the Rentable Area of the initial Premises hereunder (i.e., meaning the Existing Premises and the Additional Premises, as described herein), and (ii) must include in any event, all space included as part of the then Premises on any given floor at the Building (e.g., if Tenant desires the fifth floor of the Premises to be included as part

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of the First Renewal Designated Portion, then the First Renewal Designated Portion must include the entire fifth floor space then included as part of the Premises, and may not include only a portion of such space). If Tenant properly exercises its renewal option designating a First Renewal Designated Portion meeting the criteria as described above, then the Term of the Lease shall expire as to the balance of the Premises on the then stated expiration date, without regard to any such extension or renewal hereunder. If Tenant does not properly designate a First Renewal Designated Portion meeting the above stated criteria as part of its exercise notice, then Tenant shall be deemed, as part of any renewal exercise notice hereunder, to have exercised its renewal option as to the entire then Premises.

(b)           Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of said option and on the First Renewal Period Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary default under the Lease or (ii) in non-monetary default under the Lease, and in either event, such default is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord, and (inasmuch as said option is intended only for the benefit of the original Tenant named in this Amendment) not less than fifty percent (50%) of the Rentable Area of the then Premises are occupied by the original Tenant named in this Amendment and/or one or more permitted Affiliates under Article Ten of the Lease, and said Tenant has not assigned the Lease (other than to a permitted Affiliate) or sublet greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates). Without limitation of the foregoing, no sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise said option, and, unless Landlord otherwise agrees (at its sole discretion), no exercise of said option by the original Tenant named in this Amendment or by a permitted Affiliate assignee shall be effective in the event said Tenant assigns the Lease (other than a permitted Affiliate assignee), or subleases greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates) prior to the First Renewal Period Commencement Date. In the event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease as of the time of Tenant's exercise of said option under this Paragraph 9 or as of the First Renewal Period Commencement date, then, at Landlord's election, any exercise of said option under this Paragraph 9 must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice hereunder). Notwithstanding anything herein to the contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its renewal rights under this Paragraph 9, as such conditions are described above in this Paragraph 9(b), whereupon Tenant's prior exercise of such renewal rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to be effective for purposes of the preceding sentence.

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(c)           Rent per square foot of Rentable Area of the Premises payable during the First Renewal Period with respect to all space included in the Premises as of the First Renewal Period Commencement Date, as well as corresponding concessions, shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of the Market Rental Rate (including concessions) within thirty (30) days following Tenant's request therefor, provided that Tenant's written request shall be given no earlier than twelve (12) months prior to the First Renewal Period Commencement Date.

(d)           If Tenant has validly exercised said renewal option, then within thirty (30) days after the request of either party and final determination of the Market Rental Rate, Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the First Renewal Period as determined in accordance herewith, with such revisions to the rental provisions of the Lease as may be necessary to conform such provisions to the Market Rental Rate.

10.           Second Renewal Option.  Subject to the provisions hereinafter set forth, if Tenant has validly exercised its first renewal option under Paragraph 9 above, then Landlord hereby grants to Tenant an additional option to extend the term of the Lease for all or a “Second Renewal Designated Portion” (as hereinafter defined) of the Premises on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for one additional period of five (5) years (the “Second Renewal Period”) after the expiration of the First Renewal Period, which Second Renewal Period shall commence on October 1, 2019 (the “Second Renewal Period Commencement Date”) and end on the day before the fifth (5th) anniversary of the Second Renewal Period Commencement 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 Second Renewal Period Commencement Date, time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire. Tenant shall have the right, as past of its exercise notice, to designate only a portion of the Premises (the “Second Renewal Designated Portion”) for which the Term shall be extended, provided that such Second Renewal Designated Portion (i) shall be no less than fifty percent (50%) of the Rentable Area of the initial Premises hereunder (i.e., meaning the Existing Premises and the Additional Premises, as described herein), and (ii) must include in any event, all space included as part of the then Premises on any given floor at the Building (e.g., if Tenant desires the fifth floor of the Premises to be included as part of the Second Renewal Designated Portion, then the Second Renewal Designated Portion must include the entire fifth floor space then included as part of the Premises, and may not include only a portion of such space). If Tenant properly exercises its renewal option designating a Second Renewal Designated Portion meeting the criteria as described above, then the Term of the Lease shall expire as to the balance of the Premises on the then stated expiration date, without regard to any such extension or renewal hereunder. If Tenant does not properly designate a Second Renewal Designated Portion meeting the above stated criteria as part of its exercise notice, then Tenant shall be deemed, as part of any renewal exercise notice hereunder, to have exercised its renewal option as to the entire then Premises.

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(b)           Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of said option and on the Second Renewal Period Commencement Date, the Lease is in full force and effect and Tenant is not (i) in monetary default under the Lease or (ii) in non-monetary default under the Lease, and in either event, such default is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord, and (inasmuch as said option is intended only for the benefit of the original Tenant named in this Amendment) not less than fifty percent (50%) of the Rentable Area of the then Premises are occupied by the original Tenant named in this Amendment and/or one or more permitted Affiliates under Article Ten of the Lease, and said Tenant has not assigned the Lease (other than to a permitted Affiliate) or sublet greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates). Without limitation of the foregoing, no sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise said option, and, unless Landlord otherwise agrees (at its sole discretion), no exercise of said option by the original Tenant named in this Amendment or by a permitted Affiliate assignee shall be effective in the event said Tenant assigns the Lease (other than a permitted Affiliate assignee), or subleases greater than fifty percent (50%) of the Rentable Area of the then Premises (other than to one or more permitted Affiliates) prior to the Second Renewal Period Commencement Date. In the event of an assignment to a permitted Affiliate assignee under Article Ten of the Lease as of the time of Tenant's exercise of said option under this Paragraph 10 or as of the Second Renewal Period Commencement date, then, at Landlord's election, any exercise of said option under this Paragraph 10 must be signed by both the original named Tenant and each such permitted Affiliate assignee in order to be effective (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate assignee, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such renewal exercise notice hereunder). Notwithstanding anything herein to the contrary, Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant's valid exercise of its renewal rights under this Paragraph 10, as such conditions are described above in this Paragraph 10(b), whereupon Tenant's prior exercise of such renewal rights shall be valid and in full force and effect in all respects. Any such waiver by Landlord must be in writing to be effective for purposes of the preceding sentence.

(c)           Rent per square foot of Rentable Area of the Premises payable during the Second Renewal Period with respect to all space included in the Premises as of the Second Renewal Period Commencement Date, as well as corresponding concessions, shall be equal to the Market Rental Rate (as hereinafter defined). Landlord shall give Tenant written notice of the Market Rental Rate (including concessions) within thirty (30) days following Tenant's request therefor, provided that Tenant's written request shall be given no earlier than twelve (12) months prior to the Second Renewal Period Commencement Date.

(d)           If Tenant has validly exercised said renewal option, then within thirty (30) days after the request of either party and final determination of the Market Rental Rate,

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Landlord and Tenant shall enter into a written amendment to the Lease confirming the terms, conditions and provisions applicable to the Second Renewal Period as determined in accordance herewith, with such revisions to the rental provisions of the Lease as may be necessary to conform such provisions to the Market Rental Rate.

(e)           Tenant shall have no right to renew or extend the term of the Lease beyond the Second Renewal Period hereunder.

11.           Market Rental Rate.  As used herein, the term “Market Rental Rate”per square foot of Rentable Area shall mean (i) the annual rate of net rent reasonably determined by Landlord to be the prevailing market net rental rate for leases of comparable previously improved office space in comparable office buildings in downtown Chicago, Illinois (taking into consideration the duration of the terms for which such space is being leased, location and/or floor level within the applicable buildings, size of the applicable space, when the applicable rate becomes effective, quality, condition and location of the applicable buildings and the applicable space, rental concessions brokerage commissions, and other comparable factors) and reflecting (i.e., reduced, if applicable, to reflect any prevailing concessions which are not being provided to Tenant in kind) prevailing concessions such as, but not limited to, rental concessions, tenant improvement work, allowances, time for construction of tenant improvements, etc.) (as the case may be) for lease terms commencing on or about the First Renewal Period Commencement Date or Second Renewal Period Commencement Date (as the case may be), plus (ii) additional components of the Market Rental Rate determined by Landlord, which may include, among the other then prevailing components of rent, periodic adjustments or additions to a fixed rent based on a share of real estate taxes and other expenses (such as Rent Adjustments) and which may also include a market-level security deposit based upon security deposits then being imposed upon tenants at other comparable first class office buildings in downtown Chicago, Illinois having comparable concession packages and being of comparable credit-worthiness as that of Tenant at the time Market Rental Rate is being determined. Completed lease or lease renewal transactions at the Building and/or bona fide written offers, letters of intent or proposals to renew or to enter into new leases of comparable space at the Building received by Landlord from third parties (at arm's length) and otherwise executed by third parties (at arm's length) may be used by Landlord and thereupon have preferential value as an indication of the Market Rental Rate.

12.           Partial Termination OfLease.

(a)           Tenant may elect to terminate the Lease with respect to either (i) that portion of the Additional Premises described herein which is located on the 10th floor of the Premises, consisting of 13,293 square feet of Rentable Area, or (ii) that portion of the Additional Premises described herein which is located on the 9th floor of the Building, consisting of 29,852 square feet of Rentable Area, or (iii) the entire Additional Premises (which election as to the space described in either clauses (i), (ii) or (iii) above shall be made by Tenant as hereinafter provided) (in either case, the “Excluded Premises”)by notice of such partial termination election given by Tenant to Landlord, in writing no later than January 1, 2009 (time being of the essence). Tenant's exercise notice, in order to be effective, shall specify which of the three (3) spaces described in subclauses (i), (ii) and (iii) above shall constitute the Excluded Premises. If Tenant fails to so timely and validly exercise its partial termination right as provided above in this Paragraph 12, then

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such right shall thereupon terminate, and this Paragraph 12 shall be null and void. If Tenant so timely and validly exercises its partial termination option, then, the lease of the Excluded Premises shall terminate as of October 1, 2009 (the “Exclusion Date”) as though the Lease had expired by lapse of time on the Exclusion Date with respect to the Excluded Premises. From and after the Exclusion Date, the remainder of the Premises (the “Remainder Leased Premises”) shall be deemed to be the leased premises under the Lease.

(b)           Tenant shall vacate and deliver possession of the Excluded Premises to Landlord in the manner set forth in, and in the condition required by, the Lease for surrender of the Premises, on or before the Exclusion Date. Any retention of possession by Tenant of all or part of the Excluded Premises after the Exclusion Date shall be deemed a holding over under Article Thirteen of the Original Lease without consent of Landlord, and shall be subject to the terms and conditions of said Article Thirteen of the Original Lease with respect to such holdover.

(c)           Effective as of the Exclusion Date, Monthly Base Rent provided to be paid under the Lease for the leased premises shall be reduced for the remainder of the Lease term based on the Monthly Base Rent applicable to the Excluded Premises as set forth in Paragraph 4 above. Rent Adjustments for the calendar year which includes the Exclusion Date shall be calculated separately for the Excluded Premises and the Remainder Leased Premises as follows:

(i)           Rent Adjustments attributable to the Excluded Premises shall be prorated pursuant to Article Four of the Lease for the calendar year which includes the Exclusion Date as though the Lease will terminate on the Exclusion Date. Share attributable to the Excluded Premises for said calendar year shall be computed pursuant to the definition of “Tenant's Share” set forth in Section 1.03(37) of the Original Lease, using as the numerator of the ratio described therein the Rentable Area of the Excluded Premises.

(ii)           Tenant's Share with respect to the Remainder Leased Premises for such calendar year and for the remainder of the term thereafter shall be computed pursuant to the definition of “Tenant's Proportionate Share” set forth in Section 1.03(37), of the Original Lease, using as the numerator of the ratio described therein the total Rentable Area of the Remainder Leased Premises.

(d)           In the event Tenant exercises its option to terminate the Lease as provided in this Paragraph 12 with respect to the Excluded Premises, then, notwithstanding anything contained in this Paragraph 12 to the contrary, Tenant shall pay Landlord one-half of the Excluded Premises Termination Fee (as hereinafter defined) with respect to the Excluded Premises within three (3)months after Tenant delivers its written termination notice under this Paragraph 12, and Tenant shall pay the remaining one-half of said Excluded Premises Termination Fee on or before the Exclusion Date. The foregoing payments shall (at Landlord's option) be an express condition of the effectiveness of Tenant's early termination election hereunder. Payment of the Excluded Premises Termination Fee shall be made in cash or by certified or cashier's check or wire

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transfer of same day funds. For purposes hereof, the term “Excluded Premises Termination Fee”shall mean an amount equal to (A) the “Unamortized Space Cost Allocation” (as hereinafter defined), plus (B) if (and only if) the Excluded Premises includes the entire Additional Premises (i.e., as described in subclause (iii) under Paragraph 12(a) above), then, in addition to the Unamortized Space Cost Allocation, the Excluded Premises Termination Fee shall also include an amount equal to six (6) months’ prospective Base Rent and Rent Adjustments attributable to said Additional Premises (calculated based on the rate of Base Rent and the monthly Rent Adjustments in effect for the Additional Premises as of the Exclusion Date). For purposes hereof, the term “Unamortized Space Cost Allocation”shall mean the sum of (A) with respect to those components of “Unamortized Space Costs” (as hereinafter defined) attributable to the Allowance and to brokerage commissions, the entire Unamortized Space Cost amount attributable thereto, and (B) with respect to all other components of Unamortized Space Costs, the product of (i) all such other “Unamortized Space Costs” (as hereinafter defined) divided by 117,379 square feet (i.e., being the overall Rentable Area of the Existing Premises and the Additional Premises), multiplied by (ii) the number of square feet of Rentable Area comprising the Excluded Premises. Further, for purposes hereof, the term “Unamortized Space Costs”shall mean an amount calculated by determining the outstanding principal balance of a loan as of the Exclusion Date, which loan has (A) an original principal balance equal to the amount of all tenant improvement costs, allowances (including, without limitation, the “Allowance” and “Space Plan Allowance” described in the Workletter and the “Existing Lease Allowance” described in Paragraph 22 below), rental abatements, legal fees and brokerage commissions given or incurred by Landlord hereunder or in connection with this Amendment (it being understood that, for purposes of the foregoing calculations in this subclause (A), the initial amount of the “Allowance” is hereby stipulated to be $35.00 multiplied by the number of square feet of Rentable Area of the applicable Excluded Premises and the initial amount of brokerage commissions is hereby stipulated to be $12.00 multiplied by the number of square feet of Rentable Area of the applicable Excluded Premises), (B) an interest rate of eight percent (8%) per annum, (C) a term and full amortization period equal to the scheduled initial term of the Lease (as extended under Paragraph 3 hereof) (i.e., meaning from and after October 1, 2004 and through the expiration of the initial term of the Lease, as so extended under Paragraph 3 hereof), and (D) payments of principal and interest made in equal monthly installments, with interest paid in arrears, and assuming that the first payment was made as of the first month anniversary of October 1, 2004.

(e)           Tenant may not, unless Landlord otherwise agrees, exercise such right to terminate the Lease with respect to the Excluded Premises, as provided in this Paragraph 12, and, unless Landlord otherwise agrees, no such exercise shall be effective, at any time that Tenant is (i) in monetary default under the Lease; or (ii) in non-monetary default under the Lease, which default, in either event, is not cured by Tenant in the time and manner set forth in the Lease after written notice from Landlord. Further, no termination hereunder shall be effective if Tenant fails to pay any applicable portion of the termination fee when due under this Paragraph 12 (unless Landlord otherwise agrees). Any notice to terminate shall be irrevocable once given.

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(f)           If Tenant exercises its option to terminate under this Paragraph 12, unless Landlord otherwise agrees, Tenant shall represent and warrant to Landlord that the following shall be true on the Exclusion Date (which representation and warranty shall, at Landlord's option, be a condition to the effectiveness of such termination right of Tenant):

(i)           The original named Tenant under this Amendment or a permitted Affiliate assignee under Article Ten of the Lease owns and holds the entire interest of Tenant under the Lease;

(ii)           There shall exist no subleases affecting the Excluded Premises which shall survive the Exclusion Date;

(iii)           Tenant shall not have assigned or encumbered Tenant's interest under the Lease or any part thereof which shall in any manner affect the Excluded Premises and which shall survive the Exclusion Date; and

(iv)           No work shall have been performed at the Excluded Premises that has not been fully paid for prior to the Exclusion Date and that is of a nature which could give rise to a mechanics' lien or other claims against the Premises, the Building and/or Landlord.

(g)           In the event Tenant exercises its first offer right at any time under Paragraph 8 above, then, notwithstanding anything herein to the contrary, Tenant shall no longer have any termination rights under this Paragraph 12, and this Paragraph 12 shall be deemed null and void. Further, if Tenant exercises its termination right under this Paragraph 12, then Tenant shall have no further first offer rights under Paragraph 8 above, notwithstanding anything in this Amendment to the contrary, and said Paragraph 8 shall thereafter become null and void.

13.           Assignment/Subletting.  Article Ten of the Original Lease is hereby amended by eliminating any further “recapture” rights of Landlord thereunder (it being acknowledged and agreed that Landlord shall have no further recapture rights under Article Ten of the Original Lease from and after the date hereof).

14.           Signage.

(a)           Full Floor/Exterior Signage. At Tenant's cost and expense, (i) Tenant shall have the right to install and maintain interior identification signage for Tenant located in the elevator lobby of any full floor being leased by Tenant as part of the Premises, and (ii) if Landlord, at any time during the Term, at its sole discretion, installs an additional monument base on the exterior of the Building for identification of one or more tenants at the Building, then so long as the original named Tenant and/or any one or more permitted Affiliates under Article Ten hereof continue to occupy not less than seventy-five percent (75%) of the Rentable Area of the Premises for the conduct of business operations therefrom, Tenant shall have the non-exclusive right to install and maintain, at Tenant's expense, identification signage for Tenant located on such exterior monument (herein, in any case under subclause (i) or (ii) above, the “Identification

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Signage”), all in accordance with the following terms and conditions. The parties hereby agree that (i) the foregoing Identification Signage permitted under subclause (ii) above (i.e., the exterior monument signage) shall be limited to the name of the original named Tenant or the name of a permitted Affiliate assignee under Article 10 of the Lease designated by Tenant in writing to Landlord (it being understood that only one such party shall have the right, at any given time, to have Identification Signage hereunder and if Tenant or any such Affiliate assignee replaces signage previously installed, Tenant (or such assignee, as applicable) shall be fully responsible for removing, at its sole cost and expense, any then existing signage being so replaced), (ii) the width and length of the letters comprising the Identification Signage permitted hereunder shall, as it relates to exterior signage, be consistent with building-standard exterior identification signage requirements, (iii) the length and width of the letters comprising the Identification Signage permitted in any elevator lobby of the Building and the design and color of and materials used for any Identification Signage in any elevator lobby of the Building shall be consistent with Landlord's building-standard lobby signage requirements, and the design and color of and materials used for any Identification Signage located external to the Building shall be consistent with Landlord's building standard exterior identification signage requirements; and (iv) all Identification Signage shall otherwise be located at an exact area designated by Landlord and reasonably approved by Tenant. Upon Tenant's request for Identification Signage, and provided that the conditions for Tenant's signage rights under this Paragraph 14 have then been satisfied, Tenant shall cause its architect to prepare plans and specifications relative to the Identification Signage (which plans and specifications shall be consistent with the requirements specified above), which plans and specifications shall be delivered to Landlord for its review and approval. All work performed under this Paragraph 14 shall comply with the terms and conditions described in the Workletter (i.e., if included as part of the Tenant's Work) or in Article Nine of the Lease (i.e., if included as subsequent Tenant Alterations); provided however, that Landlord reserves the right, at is discretion, to install any such Identification Signage on Tenant's behalf, using Landlord's designated contractors, agents or employees, all at Tenant's cost and expense. The signage rights of Tenant set forth in subclause (ii) of this Paragraph 14 (i.e., the exterior monument signage) are personal to the original named Tenant hereunder and any permitted Affiliate assignee under Article Ten of the Lease and may not be exercised by any assignee (other than an Affiliate assignee under Article Ten of the Lease and so designated by Tenant in writing to Landlord) or sublessee, or any other party, unless Landlord otherwise consents thereto (at Landlord's sole discretion).

(b)           Door Signage.  Tenant shall have the right to install and maintain, during the Term, at Tenant's expense, identification signage for Tenant and/or any of its permitted assignee(s) or subtenant(s) located on the entry doors of the Premises hereunder (“Entry Door Identification”). Such Entry Door Identification shall be designed, and use materials, and be of size and color, consistent with Landlord's building-standard entry door signage requirements, and plans and specifications therefor shall be subject to the review and approval of Landlord, such approval not to be unreasonably withheld. All work performed under this Paragraph 14(b) shall comply and be performed in accordance with the terms and conditions described in the Workletter (i.e., if included as part of the Tenant's Work) or in Article Nine of this Lease (i.e., if included as subsequent Tenant Alterations), in either case subject to the terms and conditions therein

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described; provided, however, that Landlord reserves the right, at its discretion, to install any such Entry Door Identification on Tenant's behalf, using Landlord's designated contractors, agents or employees, all at Tenant's cost and expense.

15.           Building Security.  Landlord, as an “Operating Expense” of the Building, shall provide twenty-four (24) hour on-site Building security, equipment, personnel, procedures and systems, all if, as and to the extent determined by Landlord from time to time to be consistent with the customary practices of other comparable first class office buildings in downtown Chicago, Illinois.

16.           Building Directory.  At no cost or expense to Tenant, Landlord shall provide Tenant with space on any Building directory existing from time to time in the lobby of the Building for entries for the name of Tenant, its sublessees, assignees and a reasonable number of each such party's designated personnel (but with total entries not exceeding Tenant's Share of total available directory space unless Landlord otherwise agrees in its sole discretion). Tenant shall pay Landlord for Landlord's cost (if any) of any substitution in name entries following the initial installation of Tenant's directory entries (i.e., meaning any substitutions occurring later than three (3) months following the Additional Premises Commencement Date).

17.           Parking.  During the Term, Tenant shall be entitled to have up to thirty-five (35) cars parked in the garage below the concourse level of the Building (the “Parking Spaces”), all subject to the terms and conditions, including parking rules and regulations, applicable from time to time to parking in the garage. In addition, if Tenant does not initially elect to utilize all thirty-five (35) of said Parking Spaces from and after the Effective Date hereof, then Tenant shall have the right, exercised by written notice thereof to Landlord given on or before October 1, 2005 (time being of the essence), to use up to the balance of such aforedescribed thirty-five (35) Parking Spaces, which were not so initially being used by Tenant, all subject to the terms and conditions, including parking rules and regulations, applicable from time to time to parking in the garage. Tenant shall pay the parking charges in effect from time to time in the garage (at monthly rates, if monthly rates are then being charged) for all parking spaces that it elects to use under this Paragraph 17. In connection with the Parking Spaces, Tenant may be required to periodically execute parking agreements. Subject to the terms of the second sentence of this Paragraph 17, Tenant shall pay parking charges for all spaces provided for hereunder, whether or not Tenant does, in fact, utilize such parking. If Tenant, at any time, fails to contract for, or otherwise pay the parking charges relating to, any one or more of the spaces being made available to Tenant under this Paragraph 17, and Tenant does not cure any such failure within seven (7) days after its receipt of written notice thereof from Landlord (each such parking space being referred to as a “Waived Space”), then, subject to the terms of the second sentence of this Paragraph 17, Tenant shall forfeit its rights relative to each such Waived Space, and Landlord shall have no further obligation to offer such Waived Space to Tenant during the balance of the Term of the Lease. Landlord shall not be liable to Tenant in damages or otherwise under any circumstances for failure to provide parking if at any time Landlord or the garage operator is legally restricted from operating a parking garage or providing parking below the concourse level of the Building or otherwise unable to do so for reasons beyond its reasonable control, and in no event shall Tenant have any right to terminate the Lease due to Landlord’s failure to make parking available as required under this Section. Spaces will not be reserved for Tenant.

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18.           National Holidays.  It is agreed that the “National Holidays” described in Section 1.03(20) of the Original Lease shall not include Martin Luther King Day, President's Day or Veterans Day for purposes of Landlord's HVAC services required under Section 6.01(a)(1) of the Original Lease.

19.           After-Hours HVAC Use.  Without limitation of the terms of Section 6.03 of the Original Lease, the following terms shall apply relative to after-hours HVAC services:

(a)           There are no minimum hourly requirements for after-hours HVAC usage contiguous with standard hours of operation. Non-contiguous requests shall have a minimum of four (4) hours.

(b)           Rates for such overtime charges shall be based on the actual costs as reasonably estimated by Landlord based on projected electrical usage, engineer salary and fringe benefits, equipment maintenance and accelerated wear and tear.

(c)           For information purposes, only, it is acknowledged that the current low-rise after-hours HVAC charges, as of the Effective Date hereof, are $118 per hour for heating and $140 per hour for cooling.

20.           Holdover Rent.  The last two (2) sentences of Article Thirteen of the Original Lease are hereby deleted and the following language is hereby substituted therefor:

“In addition to and without limiting any other rights and remedies which Landlord may have on account of such holding over by Tenant, Tenant shall indemnify Landlord from and against any and all damages suffered by Landlord on account of such holding over by Tenant, including any damages and claims by tenants entitled to future possession, subject to the further conditions set forth in this Article Thirteen. Upon Tenant's written request, made at any time within the last six (6) months of the Term, Landlord shall notify Tenant, within five (5) business days after Landlord's receipt of such written request, of any then current or proposed leasing agreements relative to the Premises (or any portion thereof) for a term commencing following the termination of this lease, which may give rise to indemnification obligations of Tenant pursuant to this Article Thirteen (the “Affected Agreements”). If, following such Tenant request, Landlord so notifies Tenant of any such Affected Agreements, then Tenant shall not be obligated to indemnify Landlord for Landlord's consequential damages unless such holdover continues for more than forty-five (45) days. If, following such Tenant request, Landlord does not so notify Tenant of any such Affected Agreements, then Tenant shall not be obligated to indemnify Landlord for Landlord's consequential damages unless such holdover continues for more than ninety (90) days (i.e., irrespective of whether Landlord has then entered into, or thereafter enters into, any such Affected Agreements). No occupancy by Tenant after the expiration or other termination of this lease shall be construed to extend the Term, and Tenant's continued occupancy of the Premises shall be as a

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tenancy at sufferance. The provisions of this Article Thirteen shall not be deemed to limit or constitute a waiver of any rights or remedies of Landlord as provided herein or at law or equity.”

21.           Competitors.  Landlord hereby acknowledges and agrees that, for so long as the original named Tenant hereunder and/or one or more permitted Affiliates under Article Ten of the Lease are occupying at least 74,234 square feet of Rentable Area of the Premises being demised from time to time under the Lease for the conduct of business therefrom, then during the Term of the Lease (i.e., inclusive of any renewal or extension of such Term as provided herein), Landlord shall not hereafter enter into any lease for space in the lower elevator bank at the Building nor grant any exterior signage rights upon the exterior of or upon any monument in front of the Building, directly with or to any of the entities listed on Exhibit C to this Amendment (the “Unpermitted Tenants”).Landlord shall not be in violation of the Paragraph 21 if any such Unpermitted Tenants succeeds to the interest of any tenant of the Building or to any tenant's leasehold interest at the Building following such time as Landlord has so entered into a lease or so granted such exterior signage rights with or to the predecessor tenant. Subject to the last sentence of this Paragraph 21, Tenant shall have the right, by written notice delivered to Landlord, to substitute for any of the Unpermitted Tenants then being listed on Exhibit C hereto a different entity (in which case such revised list shall thereafter be deemed the “Umpermitted Tenants” under this Paragraph 21); provided that any such new entity (i) shall be a competitor of Tenant engaged in substantially the same business as that of the original named Tenant hereunder; (ii) shall not be an entity that is then leasing or subleasing space in the Building; and (iii) shall not be an entity which Landlord is then negotiating with for space at the Building (as evidenced by the execution of a written proposal, offer or letter of intent by such prospective tenant); and provided further, that the addition of such entity to the list of Unpermitted Tenants hereunder, and Landlord's agreements under the Paragraph 21 with respect thereto, shall not give rise to a violation by Landlord of any then existing contractual or legal obligations of Landlord. If and to the extent that Tenant so validly delivers notice to Landlord substituting a new Unpermitted Tenant, as contemplated above, then, at the request of either Landlord or Tenant, the parties shall enter into an amendment to this Lease substituting a new Exhibit C for the exhibit then attached to this Lease. The restrictions set forth in this Paragraph 21 shall not apply to any current tenant or occupant at the Building or its affiliates. Further, Tenant may not substitute more than two (2) Unpermitted Tenants on Exhibit C, in the aggregate, during the Term.

22.           Existing Lease Allowance.  Provided that Tenant is not otherwise in default under the Lease at any time during a respective “Existing Lease Rent Credit Month” (as hereinafter defined) which default has not been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord, Tenant shall be entitled to be reimbursed from Landlord an overall amount not exceeding the aggregate sum of $4,000,000.00 (the “Existing Lease Allowance”),payable monthly commencing October, 2004 and continuing monthly until the first to occur of (i) the entire Existing Lease Allowance having being disbursed or (ii) the date that no further rents are due and owing under the Existing Lease (as hereinafter defined) (each such calendar month, an “Existing Lease Rent Credit Month”)in the amount, for each such calendar month, that Tenant and/or its affiliate has paid in rent for such month to its existing landlord under its existing lease for space at 401 East Illinois Street, Chicago, Illinois (said lease, as existing as of the date hereof, a copy of which having heretofore

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been delivered by Tenant to Landlord, is referred to herein as the “Existing Lease”); provided that (A) Tenant has delivered reasonable evidence to Landlord of Tenant's and/or its affiliate's payment to its existing landlord of rental amounts attributable to such Existing Lease Rent Credit Month for which Tenant is seeking credit under this paragraph (herein, the “Payment Evidence”), and (B) in no event shall the aggregate amount to be disbursed by Landlord under this paragraph exceed $4,000,000.00 (and once Tenant has received reimbursement from Landlord under this Paragraph of up to $4,000,000.00, Tenant shall no longer be entitled to any further credit amounts under this paragraph), and (C) in no event shall Landlord be obligated to disburse more than $148,150.00 under this Paragraph 22 herein during any one Existing Lease Rent Credit Month, and (D) Tenant shall remain responsible for all obligations of Tenant hereunder during each of the Existing Lease Rent Credit Months, and provided further, that such obligation of Landlord to disburse the Existing Lease Allowance shall not apply for any Existing Lease Rent Credit Month during which Tenant, at any time, is otherwise in (a) monetary default under the Lease (provided that if any such monetary default is cured by Tenant in the time and manner described in the Lease after written notice from Landlord, then Tenant shall again be entitled to such disbursement in accordance with the other terms and conditions hereof) or (b) non-monetary “Default” under the Lease (i.e., meaning a non-monetary default which has not been cured by Tenant in the time and manner described in the Lease after written notice from Landlord). Landlord shall make monthly payments of the Existing Lease Allowance required under this Paragraph 22: (a) on or before the 10th day of the calendar month next succeeding the calendar month in which Tenant delivers the applicable corresponding Payment Evidence to Landlord, in the event such Payment Evidence is so delivered on or before the 20th day of any given calendar month, or (b) on or before the 10th day of the second calendar month following the month in which Tenant delivers the applicable corresponding Payment Evidence to Landlord, in the event such Payment Evidence is so delivered following the 20th day of any given calendar month (in either case, the “Outside Required Payment Date”). Notwithstanding the forgoing, in the event Tenant and/or its affiliate negotiates a one-time termination fee with its landlord under the Existing Lease, then Tenant may notify Landlord of such occurrence, and upon delivery of Payment Evidence to Landlord evidencing Tenant's and/or its affiliate's payment of such termination fee, (1) the overall “Existing Lease Allowance” required hereunder shall automatically be reduced to $3,649,571.00 (the “Discounted Existing Lease Allowance”), and (2) Landlord shall reimburse Tenant, on or before the corresponding Outside Required Payment Date relative to the delivery of such Payment Evidence, an amount which is the lesser of (i) the amount paid to the existing landlord as such termination fee, as evidenced by the Payment Evidence, or (ii) the amount of (1) the Discounted Existing Lease Allowance less (2) all payments of the Existing Lease Allowance theretofore made by Landlord, all in accordance with the other terms and conditions for disbursement described in this Paragraph 22. Without limitation of the foregoing, in the event Tenant has not utilized the entire Existing Lease Allowance or Discounted Existing Lease Allowance (as the case may be) at a time when no further payments are due and owing under the Existing Lease, then in lieu of receiving such remaining Existing Lease Allowance or such remaining Discounted Existing Lease Allowance (as the case may be) towhichTenant would otherwise be entitled hereunder, Tenant shall have the right to add such remaining Existing Lease Allowance or Discounted Existing Lease Allowance (as the case may be) to the “Allowance” amount otherwise provided for in Paragraph 9 of the Workletter attached hereto as Exhibit B or to offset such Existing Lease Allowance or Discounted Existing Lease Allowance (as the case may be  against Monthly Base Rent due under

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the Lease, subject, however to the following terms and conditions: (1) in no event shall the Existing Lease Allowance or Discounted Existing Lease Allowance (as the case may be) so offset against Monthly Base Rent Exceed $148,150.00 during any one calendar month, and (2) in no event shall the overall sum of the Existing Lease Allowance or Discounted Existing Lease Allowance (as the case may be) so added to the “Allowance” or otherwise so offset against Monthly Base Rent, together with the amount of Existing Lease Allowance and the Discounted Existing Lease Allowance )as the case may be) previously disbursed by the Landlord hereunder, exceed $4,000,000.00 in the aggregate (as it relates to the Existing Lease Allowance) or $3,649,571.00 in the aggregate (as it relates to the Discounted Existing Lease Allowance), as applicable, and (3) in no event shall Tenant be entitled to an offset against Monthly Base Rent pursuant to this Paragraph 22 in excess of $1,000,000.00 in the aggregate (and any excess of the remaining unused Existing Lease Allowance or Discounted Existing Lease Allowance (as the case may be) over $1,000,000.00 may, at Tenant’s option, be thereafter added to the “Allowance” amount otherwise provided for in Paragraph 9 of the Workletter attached hereto as Exhibit B), and (4) in no event shall Tenant be entitled to an offset against Monthly Base Rent pursuant to this Paragraph at any time prior to October 1, 2006, and (5) in no event shall Tenant be entitled to any such offset against Monthly Base Rent under this Paragraph 22 during any calendar month in which Landlord has otherwise disbursed any portion of the Existing Lease Allowance or Discounted Existing Lease Allowance (as the case may be) or during any calendar month in which Tenant, at any time, is otherwise in default under the Lease, which default has not been or is not thereafter cured by Tenant in the time and manner described in the Lease after written notice from Landlord.

23.           Inapplicable Provisions.  It is acknowledged and agreed that the following provisions no longer apply, and are hereby deemed null and void:

(a)           Original Lease - Rider 2, except, however, for Paragraph 9 (entitled “Storage Space”) thereof (as modified by Paragraph 3 of the First Amendment) (which Paragraph 9 of said Rider 2, as modified by Paragraph 3 of the First Amendment, shall continue to apply during the Term of the Lease, as extended hereby);

(b)           First Amendment - Paragraphs 4 and 5, together with Exhibit A to said First Amendment (which Exhibit A was incorporated as Exhibit G to the Original Lease);

(c)           Second Amendment - Paragraphs 6(c) and 13; and

(d)           Generally - - Any further obligations of Landlord to disburse or give credit for any allowance proceeds or other tenant improvement concessions of any nature under the Lease, other than such allowance proceeds expressly required of Landlord under this Amendment.

24.           Intentionally Omitted.

25.           Guaranty.  As material consideration for the agreements of Landlord contained herein, and to induce Landlord to enter into this Amendment, Tenant shall cause AECOM Technology Corporation, a Delaware corporation, being the parent company of Tenant and being benefited by this Amendment, to execute and deliver to Landlord (concurrent with Tenant's

27

execution and delivery of this Amendment to Landlord) that certain Guaranty in the form of Exhibit D attached hereto.

26.           Real Estate Brokers.  Landlord and Tenant each represent and warrant to the other that such party making the representation has not dealt with any broker in connection with this Amendment other than Cushman & Wakefield (whose commissions shall be payable by Landlord pursuant to its separate written commissions agreement with said broker). Landlord and Tenant each agree to indemnify and hold the other harmless from all loss, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising from any claims or demands of any other broker or brokers or finders with whom the indemnifying party dealt for any commission alleged to be due such other broker, brokers or finders.

27.           Present Status.  Tenant certifies to Landlord that as of the execution and delivery of this Amendment by both Tenant and Landlord, Landlord is not in default under the Lease by reason of failure to perform any obligations thereunder. Such certificate is given to the actual knowledge of Tenant.

28.           Entire Agreement.  The entire agreement of the parties with respect to the subject matter hereof is set forth in this Amendment and in the Lease as amended hereby. No prior agreement or understanding with respect to the Lease and this Amendment shall be valid or of any force or effect.

29.           Offer.  This Amendment shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of this Amendment to Tenant does not constitute a reservation of or option for the Additional Premises or for the renewal of the Term being effectuated hereby, except that, upon execution and delivery by Tenant, it shall constitute an irrevocable offer on the part of Tenant in effect for ten (10) business days to lease the Additional Premises and extend the Term on the terms and conditions herein contained.

30.           Lease in Full Force and Effect.  Except as amended hereby, all the terms and provisions of the Lease shall remain in full force and effect, and are hereby ratified and confirmed. Without limitation of the foregoing, Section 26.08 of the Lease (as amended by Paragraph 6 of the First Amendment) shall apply to this Amendment and to the Lease (as amended hereby).

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the day and year first above written.

TENANT:	LANDLORD:
CONSOER TOWNSEND	303 WACKER REALTY L.L.C., a Delaware
ENVIRODYNE ENGINEERS, INC.,	limited liability company
a Delaware corporation
	By:	Hines Three Illinois Center Associates
		Limited Partnership,
By: /s/ Kenneth Z. Crumrie		its managing member
Name:
Title:		By:	Hines Three Illinois Center L.L.C.,a
			general partner
ATTEST:
			By:	Hines Interests Limited
By: /s/ Arlana Z. Fischer				Partnership, a member
Name: Arlana Z. Fischer
Title: Ass't. Secretary				By: Hines Holdings, Inc.,its
				general partner
				By: /s/ CK Shannahan
				Name: Shannahan
				Title: EVP

29

EXHIBIT A
ADDITIONAL PREMISES

29,852 RSF on the 9th Floor

A-1 

ADDITIONAL PREMISES

13,293 RSF on the 10th Floor

A-2 

EXHIBIT B

INITIAL PREMISES WORKLETTER AGREEMENT

THIS INITIAL PREMISES WORKLETTER AGREEMENT is hereby incorporated as part of that certain Third Amendment to Lease made and entered into as of the ____day of ______, 2004 by and between 303 WACKER REALTY L.L.C., a Delaware limited liability company ("Landlord"), and CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC., a Delaware corporation ("Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant have entered into a certain Third Amendment to Lease to which this Workletter is attached (the "Third Amendment"), which Third Amendment further amends a certain Office Lease dated January 1, 1996, as amended by First Amendment dated effective as of October 1, 1999 and by Second Amendment dated as of January 22, 2001 (collectively, the "Lease"; all capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Third Amendment or in the balance of the Lease, as applicable); and

WHEREAS, pursuant to the Third Amendment, Tenant will be leasing certain demised premises referred to therein as the "Existing Premises" and the "Additional Premises" (collectively herein, the "Premises") consisting of 117,379 square feet of Rentable Area located on the 5th, 6th, 9th, 10th and 12th floors of the office building located at 303 East Wacker Drive, Chicago, Illinois (the "Building"); and

WHEREAS, certain tenant improvement work is to be completed on the Premises;

NOW, THEREFORE, for and in consideration of the agreement to lease the Premises and pay rent and the mutual covenants contained herein, the parties agree as follows:

1.           POSSESSION.Tenant is currently in possession of that portion of the Premises referred to in the Third Amendment as the "Existing Premises". Landlord shall deliver possession of that portion of the Premises referred to in the Third Amendment as the "Additional Premises" as of the Turnover Date described in said Third Amendment.

2.           TENANT'S WORK.Tenant, at its sole cost and expense, but subject to payment of the Allowance (as hereinafter defined) as provided under Paragraph 9 below, shall perform, or cause to be performed, the Tenant's Work (as defined in the Third Amendment) in the Premises provided for in the Plans (as hereafter defined) submitted to and approved by Landlord. The Tenant's Work shall be constructed in a good and workmanlike fashion, in accordance with the requirements set forth herein and in compliance with all applicable statutes, laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, including, without limitation, the Americans with Disabilities Act and its regulations (the "ADA"). Landlord's review and approval of the Plans or any other submission of Tenant shall create no responsibility or liability on the part of Landlord for such compliance or for their

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completeness or design sufficiency. Tenant shall commence the construction of the Tenant's Work promptly following completion of the pre-construction activities provided for in Paragraph 3 below and shall diligently proceed with all such construction in order to complete the Tenant's Work prior to the Additional Premises Commencement Date (as defined in the Third Amendment) or as soon thereafter as is reasonably practicable. Tenant shall coordinate the Tenant's Work so as avoid interference with any other work being performed by or on behalf of Landlord and other tenants at the Building.

3.           PRE-CONSTRUCTION ACTIVITIES.

(a)           Prior to commencing any of the Tenant's Work, Tenant shall submit the following information and items to Landlord for Landlord's review and approval with respect thereto:

(i)           A detailed construction schedule containing the major components of the Tenant's Work and the time required for each, including the scheduled commencement date of construction of the Tenant's Work, milestone dates and the estimated date of completion of construction.

(ii)           An itemized statement of estimated construction costs, including permits and architectural and engineering fees.

(iii)           The names and addresses of Tenant's contractors (and the contractor's subcontractors as well as any vendors who will be delivering materials directly to the Building site) to be engaged by Tenant for the Tenant's Work and of any construction manager proposed to be engaged by Tenant for the Tenant's Work (collectively, "Tenant's Contractors"). Landlord has the right to approve or disapprove Tenant's Contractors, which approval shall not be unreasonably withheld or delayed. Landlord shall give its approval or disapproval of the proposed Tenant's Contractors designated by Tenant within ten (10) days after Tenant's submittal thereof to Landlord. Tenant shall not employ as Tenant's Contractors any persons or entities so disapproved by Landlord. If Landlord has affirmatively approved only certain contractor(s) and/or subcontractor(s) from Tenant's list, Tenant shall employ as Tenant's Contractors only those persons or entities so approved. Landlord may, at its election, designate a list of approved contractors for performance of work affecting electrical, mechanical, plumbing or life safety systems ("Approved Building System Contractors"), from which Tenant must select its contractors for such work. Without limitation of the foregoing, Landlord hereby confirms that any of the contractors listed on Attachment 1(a) hereto will be an approved general contractor for Tenant to engage relative to the performance of the Tenant's Work and any of the contractors listed on Attachment l(b) hereto shall be an Approved Building System Contractor for Tenant or the general contractor to engage for performance of work affecting electrical mechanical, plumbing or life safety systems. For purposes hereof, the term "life safety systems" shall include the Building's fire protection/sprinkler system, strobes, and speakers connected to the Building's annunciator panel.

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(iv)           A written statement from Tenant, acting in its capacity as architect for the Tenant's Work, stating that Tenant has visited the site, inspected and verified existing conditions as such conditions affect the Plans and construction of the Tenant's Work.

(v)           Certified copies of insurance policies or certificates of insurance as hereinafter described. Tenant shall not permit Tenant's Contractors to commence work until the required insurance has been obtained and certified copies of policies or certificates have been delivered to Landlord.

(vi)           The Plans for the Tenant's Work, which Plans shall be subject to Landlord's approval in accordance with Paragraph 3(b) below.

Tenant will update such information and items by notice to Landlord of any changes, which changes shall be subject to Landlord's prior approval hereunder. Landlord shall promptly (or as otherwise required by this Workletter) review all submissions made by Tenant.

(b)           As used herein the term "Plans" shall mean full and detailed architectural and engineering plans and specifications covering the Tenant's Work (including, without limitation, architectural, mechanical, electrical, life safety, fire protection and plumbing working drawings for the Tenant's Work). The Plans shall include the minimum information shown on Attachment 2 attached hereto and incorporated herein. Subject to the Allowance (as hereinafter defined) and the Space Plan Allowance (as hereinafter defined), Tenant shall pay all costs and expenses of preparing the Plans. The Plans shall be subject to Landlord's approval (not to be unreasonably withheld) and the approval of all local governmental authorities requiring approval, if any. Landlord shall give its approval or disapproval (giving reasons in case of disapproval) of the Plans within ten (10) business days after their delivery to Landlord. Landlord agrees not to unreasonably withhold its approval of said Plans; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord's reasonable opinion: (i) the Tenant's Work is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and its occupants; (ii) the Tenant's Work would adversely affect Landlord's ability to furnish services to Tenant or other tenants; (iii) the Tenant's Work would increase the cost of operating the Building (unless Tenant agrees to pay any such increased costs); (iv) the Tenant's Work would violate any governmental laws, rules or ordinances; (v) the Tenant's Work contains or would require the use of hazardous or toxic material in any unlawful manner; (vi) the Tenant's Work would adversely affect (A) the exterior appearance of the Building or (B) the interior appearance of the Building if visible from the common corridors or other common or public areas on any floor in which Tenant is not leasing the entire such floor as part of the Premises; or (vii) the Tenant's Work would adversely affect another tenant's premises. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. Landlord shall cooperate with Tenant by discussing or reviewing preliminary plans and specifications at Tenant's request prior to completion of the full, final detailed Plans in order to expedite the preparation of and the subsequent approval process concerning the final Plans. If Landlord notifies Tenant that changes are

B-3

required to the final Plans submitted by Tenant, Tenant shall submit to Landlord, for its approval, the Plans amended in accordance with the changes so required. Such submission of revised Plans shall be accompanied by a written point by point response from Tenant specifically responding to any disapprovals or other responses delivered by Landlord to Tenant. Landlord shall give its approval or disapproval (giving reasons in case of disapproval) of any such revised Plans within five (5) business days after their delivery to Landlord. The Plans shall also be revised, and the Tenant's Work shall be changed, to incorporate any work required in the Premises by any local governmental field inspector. Landlord's approval of the Plans shall in no way be deemed to be acceptance or approval of any element therein contained which is in violation of any applicable statutes, laws, ordinances, orders, codes, rules, regulations, building or fire codes or other governmental requirements.

(c)           Upon Landlord's approval of the Plans, at Tenant's express written request, Landlord shall designate in writing any affixed appurtenances which are part of Tenant's Work which Tenant shall be required to remove upon the expiration of the Lease. Any such agreement entered into in writing by Landlord shall be binding on Landlord at expiration of the Lease.

(d)           No Tenant's Work shall be undertaken or commenced by Tenant in the Premises until:

(i)           The Plans for the Premises have been submitted to and approved by Landlord (which approval shall not be unreasonably withheld or delayed as provided in Section 3(b) hereinabove).

(ii)           All necessary building permits have been obtained by Tenant.

(iii)           All required insurance coverages have been obtained by Tenant, it being understood that failure of Landlord to receive evidence of such coverage upon commencement of the Tenant's Work shall not waive Tenant's obligations to obtain such coverages.

(iv)           Items required to be submitted to Landlord prior to commencement of construction of the Tenant's Work have been so submitted and have been approved, where required.

(e)           Tenant, at Tenant's option, may retain Landlord as construction manager for all or any portion of Tenant's Work, if Landlord agrees to perform such construction management services. In the event that Tenant elects to retain Landlord as construction manager and Landlord agrees to perform such construction management services, Tenant and Landlord shall, at Landlord's request, enter into Landlord's standard form of workletter or tenant construction agreement for similar work in the Building, subject to Tenant's approval thereof and with mutually agreed upon changes thereto and with agreed-upon fees payable to Landlord in connection therewith in the amount of three percent (3%) of the "hard" costs associated with the applicable Tenant's Work. In the event Tenant does not so engage Landlord as construction manager, then Tenant shall

B-4

have the right to retain its own construction manager or general contractor for construction of the Tenant's Work, subject to Landlord's reasonable approval as provided herein, whereupon Landlord shall not be entitled to any general coordination/supervision fee relative to the Tenant's Work, except as expressly provided in Paragraph 5 below.

4.           DELAYS. In the event Tenant fails to deliver or deliver in sufficient and accurate detail the information required under Paragraph 3 on or before the respective dates specified in said paragraph, or in the event Tenant, for any reason, fails to complete the Tenant's Work on or before the Additional Premises Commencement Date, Tenant shall be responsible for Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and all other obligations as set forth in the Third Amendment and the balance of the Lease from the Additional Premises Commencement Date, regardless of the degree of completion of the Tenant's Work on such date, and no such delay in completion of the Tenant's Work shall affect the Additional Premises Commencement Date, or relieve Tenant of any of its obligations under the Third Amendment or the balance of said Lease. Notwithstanding any of the foregoing, if the Tenant's Work being performed within the Additional Premises (as defined in the Third Amendment) (herein the "Additional Premises Tenant's Work") is not substantially completed on or before the later of (i) the stated Additional Premises Commencement Date of October 1, 2004, and (ii) the date set forth in Tenant's construction schedule delivered under Paragraph 3(a)(i) as the scheduled date for completion of the Additional Premises Tenant's Work (herein, the "Target Date"), and if any such delay in substantial completion of the Additional Premises Tenant's Work is attributable to Landlord Delay (as hereinafter defined) or a Contractor Strike Delay (as hereinafter defined), then the Additional Premises Commencement Date shall be extended by the period of delay in the Tenant's Work beyond the Target Date which was attributable to the Landlord Delay or the Contractor Strike Delay (i.e., as opposed to being attributable to any other matter causing such delay). As used herein, the term "Landlord Delay" means Landlord's delay in responding to Tenant's Plans or Tenant's request for approval of Tenant's Contractors, as and when required under Paragraph 3(a)(iii) and/or Paragraph 3(b) hereof, or any default by Landlord of its obligations hereunder, in any case to the extent delaying substantial completion of the Additional Premises Tenant's Work. For purposes hereof, the term "Contractor Strike Delay" shall mean any delay in substantial completion of the Additional Premises Tenant's Work resulting from (a) a strike or organized labor work stoppage of all Approved Building System Contractors designated by Landlord under Paragraph 3(a)(iii) above (which strike or work stoppage was not caused in whole or in part by Tenant or its contractors or any actions of said parties), and (b) Landlord's failure, within three (3) business days after written notice from Tenant of the situation described in subclause (a), to either (i) designate one or more other Approved Building System Contractors who are not then on strike or involved with any other organized work stoppage, or (ii) expressly allow Tenant to engage its own such contractors to perform any of Tenant's Work affecting Building systems (subject, however, to Landlord's reasonable approval of said contractors as provided herein). Landlord Delay or Contractor Strike Delay shall not include any delay in substantial completion of the Additional Premises Tenant's Work that would in any event (i.e., even if the Landlord Delay or Contractor Strike Delay had not occurred) have resulted from other causes. Tenant shall notify Landlord, in writing, of any claim for Landlord Delay or Contractor Strike Delay, which notice shall be delivered within five (5) business days following receipt by Tenant or its contractors or other representatives of knowledge of the event claimed by Tenant to give rise to such Landlord Delay

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 or Contractor Strike Delay (time being of the essence); Tenant's failure to notify Landlord within said five (5) business days shall be deemed a waiver of the subject claim of delay.

5.           CHARGES AND FEES.Subject to Paragraph 9 below, Tenant shall be responsible for all costs and expenses attributable to the Tenant's Work, including payment to Landlord of a supervisory fee equal to the amount of all out-of-pocket costs and expenses incurred by Landlord in reviewing the Plans and other submittals hereunder (e.g., third party structural and MEP engineering review), which fee shall not, in any event, exceed the amount of $15,000.00, and which payment to Landlord shall be made within thirty (30) days following Landlord's request therefor from time to time. Except as provided in the preceding sentence or as otherwise provided in Paragraph 3(e) above, Landlord shall not be entitled to any additional supervision fee relative to the Tenant's Work.

6.           CHANGE ORDERS.All changes (other than deminimius changes based on field conditions as more particularly described in Paragraph 7(k) below) to the final Plans requested by Tenant must be approved by Landlord in advance of the implementation of such changes as part of the Tenant's Work. Subject to Paragraph 9 below, Tenant shall be responsible for all costs and expenses attributable to any changes, including a supervisory fee to Landlord in an amount equal to the amount of all out-of-pocket costs and expenses incurred by Landlord in reviewing the change order request and related materials (which payment to Landlord shall be made within thirty (30) days following Landlord's request therefor from time to time) or such other amount as provided in Paragraph 3(e) above if applicable. All delays caused by Tenant initiated change orders, including, without limitation, any stoppage of work during the change order review process, are solely the responsibility of Tenant and shall cause no delay in the Additional Premises Commencement Date, or payment of Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and performance of all other obligations set forth in the Third Amendment or the balance of the Lease.

7.           STANDARDS OF DESIGN AND CONSTRUCTION AND CONDITIONS OFTENANT'S PERFORMANCE.All work done in or upon the Premises by Tenant shall be done according to the standards set forth in this Paragraph 7, except as the same may be modified in the Plans approved by both Landlord and Tenant

(a)           Tenant's Plans and all design and construction of the Tenant's Work shall comply with all applicable statutes, ordinances, regulations, laws, codes and industry standards, including, but not limited to, requirements of Landlord's fire insurance underwriters and the requirements of the ADA (i.e., as such ADA requirements pertain to the space within the Premises, and not to any areas external thereto). Approval by Landlord of the Plans shall not constitute a waiver of this requirement or assumption by Landlord of responsibility for compliance. Where several sets of the foregoing laws, codes and standards must be met, the strictest shall apply where not prohibited by another law, code or standard.

(b)           Tenant shall, at its own cost and expense, but subject to payment by Landlord of the Allowance under Paragraph 9 below, obtain all required building permits and, when construction has been completed, shall, at its own cost and expense, obtain an occupancy permit for the Premises, which shall be delivered to Landlord. Tenant's

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failure to obtain such permits shall not cause a delay in the Additional Premises Commencement Date, or the payment of Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and performance of all other obligations under the Third Amendment or the balance of the Lease.

(c)           Tenant's Contractors shall be licensed contractors, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord's contractors and subcontractors and with other contractors and subcontractors in the Building. All work shall be coordinated with any other construction or other work in the Building in order not to adversely affect construction work being performed by or for Landlord or its tenants, it being understood that in the event of any conflict, Landlord and its contractors and subcontractors shall have priority over Tenant and Tenant's Contractors; provided, however, notwithstanding such priority, Landlord shall not unreasonably inhibit Tenant's Contractors from performing their work.

(d)           Landlord shall have the right, but not the obligation, upon not less than 72 hours' prior written notice thereof to Tenant (provided that no such notice shall be required in the event of an emergency), to perform, on behalf of and for the account of Tenant, subject to reimbursement by Tenant (provided that the Allowance may be used for such purposes), any work (i) which Landlord deems necessary to be done on an emergency basis or (ii) which pertains to structural components, building systems, the general utility systems for the Building or connecting the Tenant's Work with any other work in the Building (but only to the extent the Tenant's Work impacts the structural components of the Building or any Building systems, and Landlord, in good faith determines that action is warranted), or (iii) which pertains to the erection of temporary safety barricades or signs during construction.

(e)           Tenant shall use only new, quality materials in the Tenant's Work, except where explicitly shown in the Plans approved by Landlord and Tenant. Tenant shall obtain, promptly after completion of the Tenant's Work, warranties of at least one (1) year duration from the completion of the Tenant's Work against defects in workmanship and materials on all work performed and equipment installed in the Premises as part of the Tenant's Work, a copy of which warranties shall be delivered to Landlord upon Tenant's receipt of the same. It is acknowledged that the foregoing required warranties, to the extent issued by the general contractor, shall satisfy the minimum requirements of this Paragraph 7(e).

(f)           Tenant and Tenant's Contractors, in performing work, shall do so in conformance with the "303 East Wacker Drive Contractor Regulations and Guidelines for Tenant Improvements" (a copy of which has heretofore been made available to Tenant) and shall not unreasonably interfere with other tenants and occupants of the Building. Tenant and Tenant's Contractors shall make all reasonable efforts and take all reasonable steps appropriate to construction activities undertaken in a fully-occupied first-class office building so as not to interfere with the operation of the Building and shall, in any event, comply with all other reasonable rules and regulations existing from time to time at the Building. Tenant and Tenant's Contractors shall take all reasonable precautionary steps to minimize dust, noise and construction traffic, and to protect their facilities and

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the facilities of others affected by the Tenant's Work and to properly police same. Tenant shall not permit noise from construction of Tenant's Work to unreasonably or materially disturb other tenants in the Building. Tenant's Work which does so unreasonably or materially disturb other tenants shall be performed after regular working hours. Construction equipment and materials are to be kept within the Premises and delivery and loading of equipment and materials shall be done at such locations and at such time as Landlord shall direct so as not to burden the construction or operation of the Building.

(g)           Landlord shall have the right, upon 24 hours' prior written notice to Tenant (except that no notice shall be required in the case of an emergency), to order Tenant or any of Tenant's Contractors who violate the requirements imposed on Tenant or Tenant's Contractors as set forth herein in performing work to cease work and remove its equipment and employees from the Building. No such action properly exercised by Landlord shall delay the Additional Premises Commencement Date, or the payment of Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and performance of all other obligations under the Third Amendment or the balance of the Lease.

(h)           Utility costs or charges for any service (including, but not limited to, HVAC, electrical, and the like) to the Additional Premises (as defined in the Third Amendment) shall be the responsibility of Tenant from the date Tenant is obligated to commence or commences the Tenant's Work and shall be paid for by Tenant at Landlord's rates; provided that Tenant shall not be responsible for any usage charges for HVAC to the Additional Premises during standard building office hours at any time prior to the Additional Premises Commencement Date. Tenant shall not be responsible for any usage charges for freight elevator service during standard building office hours at any time prior to the Additional Premises Commencement Date. Tenant shall apply and pay for all utility meters required. Tenant shall remain responsible for utility costs and other charges associated with the Existing Premises (as defined in the Third Amendment) as and to the extent otherwise provided in the Lease. Use of freight elevators is subject to scheduling by Landlord. Any use of the freight elevators outside of normal building office hours will be at Tenant's expense, in an amount equal to one hundred six percent (106%) of the out-of-pocket expenses incurred by Landlord relative to security personnel or union operators necessitated by such after-hours freight elevator usage. Tenant shall arrange and pay for removal of construction debris and shall not place debris in the Building's waste containers.

(i)           Tenant shall permit access to the Premises, and the Tenant's Work shall be subject to inspection, by Landlord and Landlord's architects, engineers, contractors and other representatives, at all times during the period in which the Tenant's Work is being constructed and installed and following completion of the Tenant's Work.

(j)           Tenant shall proceed with its work expeditiously, continuously and efficiently, from the date Landlord tenders possession of the Additional Premises to Tenant for the construction of the Tenant's Work. Tenant shall notify Landlord upon substantial completion and upon final completion of the Tenant's Work and shall furnish

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Landlord and Landlord's title insurance company with such further documentation as may be necessary under Paragraph 9 below.

(k)           Tenant shall have no authority to deviate from the Plans in performance of the Tenant's Work, except as authorized by Landlord and its designated representative in writing and except for deminimus changes based on field conditions and not affecting the overall basic design and construction evidenced by such Plans and not impacting the base Building systems or structural components of the Building. Tenant shall furnish to Landlord "as-built" drawings of the Tenant's Work consisting of record drawings of the installed condition of each component of the Tenant's Work completed from the Plans marked up daily in the field by the various trades. Such record drawings shall be submitted in a final package by Tenant's general contractor to Landlord within ninety (90) days after completion of the Tenant's Work. Final disbursement of any remaining amounts of the Allowance will not occur until such record drawings have been received by Landlord (the "Record Drawing Allowance Condition"); provided that if all other conditions hereunder to the final disbursement of the Allowance have been satisfied, then Landlord shall not withhold more than two percent (2%) of the total Allowance being contributed hereunder as a result of the Record Drawing Allowance Condition having not yet been satisfied.

(1)           Landlord shall have the right to require Tenant to install and maintain proper access panels to utility lines, pipes, conduits, duct work and component parts of mechanical and electrical systems existing or installed in the Premises in accordance with the Lease.

(m)           Tenant shall impose on and enforce all applicable terms of this Workletter against Tenant's Architect, Tenant's Engineer and the Tenant's Contractors.

8.           INSURANCE AND INDEMNIFICATION.

(a)           In addition to any insurance which may be required under the Lease, Tenant shall secure, pay for and maintain or cause Tenant's Contractors to secure, pay for and maintain during the continuance of construction and fixturing work within the Building or Premises, insurance in the following minimum coverages and limits of liability:

(i)           Worker's Compensation and Employer's Liability Insurance with limits of not less than $1,000,000.00, or such higher amounts as may be required from time to time by any employee benefit acts or other statutes applicable where the work is to be performed, and in any event sufficient to protect Tenant's Contractors from liability under the aforementioned acts.

(ii)           Commercial General Liability Insurance including Broad Form Contractual, Broad Form Property Damage, Personal Injury, Completed Operations and Products coverages (such Completed Operations and Products shall be provided for a period of three (3) years after the date of final acceptance of the Tenant's Work), and deletion of any exclusion pertaining to explosion,

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collapse and underground property damage hazards, with limits of not less than $10,000,000.00 per occurrence and having a general aggregate amount on a per location basis of not less than $10,000,000.00.

(iii)           Comprehensive Automobile Liability Insurance including Owned, Non-Owned and Hired Car coverages, with limits of not less than $2,000,000.00 combined single limit for both bodily injury and property damage.

(iv)           "All-risk" builder's risk insurance upon the entire Tenant's Work to the full insurable value thereof. This insurance shall include the interests of Landlord and Tenant (and their respective contractors and subcontractors of any tier to the extent of any insurable interest therein) in the Tenant's Work and shall insure against the perils of fire and extended coverage and shall include "all-risk" builder's risk insurance for physical loss or damage including, without duplication of coverage, theft, vandalism and malicious mischief. If any portion of the Allowance has been disbursed with respect to portions of the Tenant's Work which are stored off the site of the Building or in transit to said site, then to the extent such portions of the Tenant's Work are not covered under said "all-risk" builder's risk insurance, Tenant shall secure and maintain similar property insurance on such portions of the Tenant's Work. Any loss insured under said "all-risk" builder's risk insurance is to be adjusted between Landlord and Tenant and made payable to Landlord as trustee for the insureds, as their interests may appear.

All policies (except the worker's compensation policy) shall be endorsed to include as additional insured parties Landlord and its partners, directors, officers, members, employees and agents, Landlord's contractors, Landlord's architects, and such additional persons as Landlord may designate. The waiver of subrogation provisions contained in the Lease shall apply to all insurance policies (except the worker's compensation policy) to be obtained by Tenant pursuant to this paragraph. The insurance policy endorsements shall also provide that all additional insured parties shall be given thirty (30) days' prior written notice of any reduction, cancellation or non-renewal of coverage (except that ten (10) days' notice shall be sufficient in the case of cancellation for non-payment of premium) and shall provide that the insurance coverage afforded to the additional insured parties thereunder shall be primary to any insurance carried independently by said additional insured parties. Additionally, where applicable, each policy shall contain a cross-liability and severability of interest clause.

(b)           Without limitation of the indemnification provisions contained in the Lease, to the fullest extent permitted by law Tenant agrees to indemnify, protect, defend and hold harmless Landlord, its partners, directors, officers, employees and agents, from and against all claims, liabilities, losses, damages and expenses of whatever nature arising out of or in connection with the Tenant's Work or the entry of Tenant, Tenant's Architect, Tenant's Engineer or Tenant's Contractors into the Building and the Premises, including, without limitation, mechanic's liens or the cost of any repairs to the Premises or Building necessitated by activities of Tenant, Tenant's Architect, Tenant's Engineer or Tenant's Contractors and bodily injury to persons or damage to the property of Tenant, its employees, agents, invitees, licensees or others, except and to the extent that such claims,

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liabilities, losses, damages and expenses arise out of the negligent act or omission of Landlord. It is understood and agreed that the foregoing indemnity shall be in addition to the insurance requirements set forth above and shall not be in discharge of or in substitution for same or any other indemnity or insurance provision of the Lease.

9.           ALLOWANCE; PERIODIC PAYMENTS.

(a)           Landlord shall make a contribution (the "Allowance") towards the "hard costs" and the "soft costs" of Tenant's Work (as such terms are hereinafter defined), in an amount equal to $3,011,645.00 (i.e., being approximately $25.66 per square foot of Rentable Area of the Premises), on the terms and conditions hereinafter set forth. If the cost of the Tenant's Work exceeds the Allowance, Tenant shall have sole responsibility for the payment of such excess cost, and shall pay any such excess when due from time to time (i.e., based on estimates from time to time of the total cost of the Tenant's Work) prior to any further disbursement of the Allowance. It is acknowledged that Landlord intends that not less than $2,307,371.00 (i.e., being approximately $19.66 per square feet of Rentable Area of the Premises) of the overall Allowance be contributed to so-called "hard" construction costs for the Tenant's Work (which "hard" construction costs, for purposes hereof, shall include all costs and fees payable under the construction contract with Tenant's general contractor or under any other construction contracts entered into by Tenant relative to the construction of the Tenant's Work, together with all costs associated with permits and other governmental approvals, the "supervisory fees" payable to Landlord under Paragraph 5 hereof, and all costs associated with the installation of telephone and cabling lines into the walls of the Premises), and it is hereby agreed that no more than $704,274.00 (i.e., being $6.00 per square foot of Rentable Area of the Premises) of the overall Allowance (herein, the "Available Soft Cost Contribution") may be applied by Tenant to pay for so-called "soft" costs associated with Tenant's construction of the Tenant's Work, including moving/relocation to the Premises (which "soft" costs, for purposes hereof, shall include all architectural and engineering costs and fees, moving expenses, relocation costs, consulting fees and other reimburseable expenses; all costs of furniture, fixtures and equipment; telephone and cabling costs associated with the interior of the Premises; and all other costs and expenses paid by Tenant to Landlord hereunder, other than the "supervisory fees" specifically set forth in Paragraph 5 of this Agreement).

(b)           Periodically, but not more frequently than once per month, Tenant may submit to Landlord a payment request for costs of the Tenant's Work incurred and not previously paid naming the parties to be paid and the respective amounts of such payments, which payment request shall be accompanied by:

(i)           A statement in writing under oath signed by Tenant stating the various contracts entered into by Tenant for the Tenant's Work and with respect to each: the total contract price of all labor, work, services and materials; the amounts theretofore paid thereon; the amount requested for the current disbursement; and the balance due for such labor, work, services and materials, after payment of the current disbursement, to complete the Tenant's Work in accordance with the Plans;

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(ii)           A written application for payment from each of Tenant's Contractors disclosed in the aforesaid sworn Tenant's statement wherein each of Tenant's Contractors certifies completion and the cost of that portion of the Tenant's Work for which payment is requested and further certifies that the cost to complete the Tenant's Work remaining to be done under said contract will not exceed the balance due thereunder (without including in such balance any required retainages) and a statement in writing under oath or verified by affidavit of Tenant's Contractor stating: the names of all persons, firms, associations, corporations or other parties by whom labor, materials, services or work will he rendered or furnished pursuant to the contract with Tenant's Contractor; the nature of labor, work, services and materials to be rendered or furnished by each of the foregoing; the amounts (in the case of firm subcontracts) and estimated amounts (in other cases) to be paid for such labor, work, services and materials; the amounts theretofore paid thereon; the amount requested for the current disbursement; and the balance due for such labor, work, services and materials, after payment of the current disbursement, to complete the work described in such subcontract;

(iii)           A statement from each of the subcontractors and materialmen disclosed in the aforesaid Tenant's Contractor's sworn statement, in writing under oath or verified by affidavit of a duly authorized agent of such subcontractor of the parties furnishing materials and labor to it or for their account, and of the amounts due or to become due each;

(iv)           Certificate for payment executed by Tenant, acting in its capacity as the architect for the Tenant's Work, on American Institute of Architect's Form G-703;

(v)           Originals of partial waivers of lien from each of Tenant's Contractors and all materialmen and vendors requesting payment covering such requested payment; and

(vi)           Evidence reasonably satisfactory to Landlord that Tenant has paid or will pay, simultaneous with payment by Landlord, Tenant's required share of the costs of the Tenant's Work.

Provided that the foregoing deliveries have been made, and so long as Tenant is not then in default hereunder or under the Lease, Landlord shall disburse portions of the Allowance in the amount of the requested disbursement no later than thirty (30) days after each such request therefor.

(c)           Landlord may make payments of the Allowance through a construction escrow established with Landlord's title insurance company pursuant to which escrow said title company shall examine the sworn statements and lien waivers provided by Tenant and Tenant's Contractors and, if so required by Landlord, insure against mechanic lien claims for work done through the date of Tenant's Contractors' most recent request for payment, in which case Tenant agrees to comply with the reasonable terms and

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conditions of such construction escrow. The escrowee's charges therefor shall be deemed part of the costs of the Tenant's Work. Notwithstanding anything to the contrary contained herein or in the Lease, in the event Landlord makes payments of the Allowance through a construction escrow as provided in this paragraph, Tenant's Contractors may, at their own expense, arrange to provide "trailing" waivers (lien waivers which are dated up to thirty (30) days earlier than the contractor's request for payment) if Landlord's lender so permits and Landlord's title insurance company nevertheless provides the insurance called for by this paragraph.

(d)           Within thirty (30) days after final completion and installation of the Tenant's Work, Tenant shall submit to Landlord a detailed breakdown of the total amount of the costs of the Tenant's Work, together with final waivers of liens, contractors' affidavits, and architects' certificates in such form as may be reasonably required by Landlord, Landlord's title insurance company and Landlord's lender, if any, from all parties performing labor or supplying materials or services in connection with the Tenant's Work, showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building.

(e)           Landlord has no obligation to disburse any portion of the Allowance during any period when Tenant is in (A) monetary default hereunder or under the Lease (provided that if Tenant cures any such monetary default in the time and manner provided in the Lease after written notice from Landlord, then Tenant shall again be entitled to disbursement of the Allowance in accordance with the other terms and conditions set forth herein) or (B) non-monetary "Default" hereunder or under the Lease (i.e., meaning a non-monetary default which has not been cured by Tenant in the time and manner described in the Lease after written notice from Landlord). Disbursement of any portion of the Allowance shall not be deemed a waiver of Tenant's obligation to comply with such provisions. Tenant shall be responsible for the appropriateness and completeness of the contractors' affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any of the foregoing.

(f)           Landlord shall have the right to withhold a 10% retainage from the Allowance until final disbursement of the Allowance is due hereunder (subject, however, to the terms of Paragraph 7(k) above). Subject to Paragraph 7(k) above, Landlord shall make final disbursement of the Allowance, upon Tenant's satisfaction of the terms of Paragraphs 9(b) and 9(d) above and Tenant's final request for payment (which request shall be made no earlier than the Additional Premises Commencement Date) and certification that the entire Tenant's Work has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be made within thirty (30) days after presentation by Tenant to Landlord of request for payment and appropriate and complete contractor's affidavits and waivers of lien showing that the work covered thereby has been performed in the Premises.

(g)           In the event that the cost of Tenant's Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant shall be entitled to receive such difference as a credit against Monthly Base Rent for the Premises next coming due under the Lease; provided that Tenant shall

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not be so entitled to any portion of such difference exceeding $1,467,237.50 (i.e., being $12.50 per square foot of Rentable Area of the Premises), and in no event shall such credit against Monthly Base Rent exceed $733,618.75 (i.e., being $6.25 per square foot of Rentable Area) in any one calendar year.

(h)           Without limitation of the foregoing terms regarding the "Allowance" due and owing from Landlord hereunder, Landlord hereby agrees to make the following contribution (the "Space Plan Allowance") pursuant to the following terms and conditions:

(i)           A contribution toward the fees and costs due and owing from Tenant to its space planner in connection with the preparation of the initial space plans (and up to two (2) revisions thereof) for Tenant's Work in the amount not to exceed $4,314.50 (i.e., being $.10 per square foot of Rentable Area of the Additional Premises, as defined in the Third Amendment).

Within thirty (30) days following submission by Tenant to Landlord of a payment request with respect to the Space Plan Allowance, which request shall include a copy of the invoice(s) showing amounts due and owing to Tenant's space planner in connection with said space plans, or an invoice showing the fees and costs expensed internally by Tenant or one of its Affiliates to prepare the space plan, and, if requested by Landlord, a lien waiver from said space planner showing that all amounts so due and owing in connection with the preparation of the space plans have been fully paid, Landlord shall disburse the Space Plan Allowance to Tenant or, at Tenant's direction, directly to the aforedescribed space planner. Landlord has no obligation to disburse any portion of the Space Plan Allowance during any period when Tenant is in (A) monetary default hereunder or under the Lease or under any Tenant Construction Agreement applicable to the Tenant's Work (provided that if Tenant cures any such monetary default in the time and manner provided in the Lease after written notice from Landlord, then Tenant shall again be entitled to disbursement of the Space Plan Allowance in accordance with the other terms and conditions set forth herein), or (B) non-monetary "Default" hereunder or under the Lease or under any Tenant Construction Agreement applicable to the Tenant's Work (i.e., meaning a non-monetary default which has not been cured by Tenant in the time and manner described in the Lease after written notice from Landlord). Disbursement of any portion of the Space Plan Allowance shall not be deemed a waiver of Tenant's obligation to comply with such provisions. In the event that the fees and costs payable by Tenant to its space planner in connection with preparation of the foregoing space plans is, for any reason, less than the full amount of the Space Plan Allowance, then Tenant shall not be entitled to receive any such difference. In the event that the foregoing fees and costs are greater than the Space Plan Allowance, Tenant shall be fully responsible for the payment of all such excess costs and fees.

10.          MISCELLANEOUS.

(a)           Except as herein expressly set forth or in the Lease, Landlord has no agreement with Tenant and has no obligation to do any work with respect to the Premises.

(b)           Time is of the essence under this Workletter

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(c)           [Intentionally Omitted]

(d)           If Tenant fails to make any payment relating to the Tenant's Work as required hereunder, Landlord, at its option, may complete the Tenant's Work pursuant to the approved Plans and continue to hold Tenant liable for the costs thereof and all other costs due to Landlord. Tenant's failure to pay any amounts owed by Tenant hereunder when due, which failure continues for ten (10) business days after written notice to Tenant of such failure, or Tenant's failure to perform any other obligations hereunder, which failure continues for fifteen (15) business days after written notice to Tenant of such failure (which 15-business day period shall be extended for the time reasonably required to complete such cure, not to exceed, in any event, an additional seventy-five (75) day period, if such failure cannot reasonably be cured within said 15-business day period and Tenant commences to cure such failure within said 15-business day period and thereafter diligently and continuously proceeds to cure such failure), shall, in each such case, also constitute a Default under the Lease and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of any amounts owed thereunder or failure by Tenant to perform its obligations thereunder.

(e)           Notices under this Workletter shall be given in the same manner as under the Lease.

(f)           The liability of Landlord hereunder or under any amendment hereto or any instrument or document executed in connection herewith shall be limited as provided in Section 26.08 of the Lease.

(g)           The headings set forth herein are for convenience only.

(h)           This Workletter and the Lease sets forth the entire agreement of Tenant and Landlord regarding the Tenant's Work. This Workletter may only he amended if in writing, duly executed by both Landlord and Tenant.

(i)           Tenant shall act as architect (sometimes referred to herein as "Tenant's Architect") for purposes of preparing the architectural portions of the Plans for the Tenant's Work and Tenant shall also act as engineer (sometimes referred to herein as "Tenant's Engineer") for purposes of preparing the mechanical, plumbing, electrical, fire protection and life safety portions of the Plans.

(j)           Except for the "Premises" as defined herein, this Agreement shall not be deemed applicable to any additional space added to the leased premises under the Lease at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the leased premises under the Lease or any additions thereto in the event of a renewal or extension of the original term of the Lease, whether by any options under the Lease or otherwise, except as expressly provided in any amendment or supplement to the Lease.

11.           DESIGNATED REPRESENTATIVES: COOPERATION.

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(a)           Landlord and Tenant shall each appoint one qualified and readily available representative with the authority to give and receive notices, other materials and information relating to the Tenant's Work, and approvals under this Agreement. Initially, Landlord's representative shall be Michael Kaiser, whose address is c/o Hines Interests Limited Partnership, 303 East Wacker Drive, Chicago, Illinois 60601 and whose telephone number is (312) 819-3770, and Tenant's representative shall be Michael R. Kolloway, whose address is c/o Consoer Townsend Envirodyne Engineers, Inc., 303 East Wacker Drive, Suite 600, Chicago, Illinois 60601 and whose telephone number is (312) 861-4123.

(b)           Tenant and Landlord agree to make their respective architects and engineers available to the other to answer questions and provide clarifications and additional information as is reasonable for the timely progress and completion of the Tenant's Work.

[END OF WORKLETTER - ATTACHMENTS FOLLOW]

B-16

ATTACHMENT 1(a) TO WORKLETTER

APPROVED GENERAL CONTRACTORS

1. Clune Construction

2. Interior Construction Group

3. Krahl Construction

4. Turner Construction

5. The McClier Corporation

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ATTACHMENT 1(b) TO WORKLETTER

APPROVED BUILDING SYSTEM CONTRACTORS

Mechanical - Controls

Siemens Building Technologies Inc.

Landis Division

580 Slawin Court

Mount Prospect, IL 60056

phone:    (847) 803-2700

fax: (847) 375-0907

contact:  Russell Smith

Mechanical - Balancing

Aero Testing and Balancing Systems Inc.

2225 W. Hubbard Street

Chicago, IL 60612

phone:    (312) 666-3097

fax:        (312) 226-4050

contact:  John Vitkovic

Fire Protection - Sprinklers:

Great Lakes Plumbing & Heating Co.

4521 West Diversey Avenue

Chicago, IL 60639

phone:    (773) 489-8121

fax:        (773) 489-8152

contact:  Jim Smoll

Fire Protection - Controls

Siemens Building Technologies, Inc.

Siemens Cerberus Division

8340 S. Madison Street, #10

Burr Ridge, IL 60521

phone:    (630) 325-9120

Fax:       (630) 325-9155

contact:  Patrick Finnegan

Structural Engineer

Bowman, Barrett & Associates, Inc.

130 East Randolph Street

Suite 2650

Chicago, IL 60601

phone:    (312) 228-0100

fax:        (312) 228-0706

contact:  Jason Loo

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ATTACHMENT 2 TO WORKLETTER

MINIMUM INFORMATION FOR PLANS

Plans and specifications (including architectural, engineering and structural, as applicable, working drawings) required for the supply, installation and finishing of the Tenant's Work and including, without limitation: finish schedule; material submittals; graphics and signage; interior and demising partitions; doors, frames and hardware; ceilings; wiring; lights and switches; telephone and electrical outlets; floor coverings; wall coverings; all millwork and built-ins; appliances; plumbing fixtures; refrigeration equipment; and other equipment, equipment connections and facilities attached to and forming a part of the Building.

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EXHIBIT C

UNPERMITTED TENANTS

[To be furnished by Tenant and approved by Landlord]

C-1 

GUARANTY

THIS GUARANTY (the "Guaranty") is made and entered into effective as of the4th day of March, 2004, by the undersigned (the "Guarantor”), being the owner of all or substantially all of the ownership interests of Tenant (as hereinafter defined), who, having received (1) a copy of that certain Third Amendment to Lease dated concurrently herewith (the "Third Amendment") between 303 WACKER REALTY L.L.C., a Delaware limited liability company ("Landlord"), and CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC., a Delaware corporation ("Tenant"), which Third Amendment amends that certain Office Lease dated January 1, 1996, as amended by First Amendment to Lease dated effective as of October 1, 1999 and by Second Amendment to lease dated as of January 22, 2001 (said Office Lease, as so amended and as amended from time to time, the "Lease"), and (2) a copy of the balance of the Lease, has examined the Third Amendment and the balance of the Lease and is familiar with all the terms, covenants and provisions contained therein, and as an inducement to Landlord to enter into the Third Amendment, does hereby unconditionally guarantee to Landlord: (i) the full and prompt payment of all Base Rent, Rent Adjustments and other items of Rent and all other sums and charges payable by Tenant under the Lease; (ii) the full and timely performance and observance of all the covenants, terms, conditions, and agreements therein provided to be performed and observed by Tenant; (iii) the full and prompt payment of all costs, expenses and reasonable attorneys' fees incurred by Landlord in enforcing the Lease and/or this Guaranty (herein "Enforcement Costs"); and (iv) the full and prompt payment to Landlord of the amount of any payments made to Landlord which are recovered from Landlord by a trustee, receiver or creditor of the Guarantor or Tenant pursuant to applicable law; and the Guarantor hereby covenants and agrees to and with Landlord that (a) if default shall at any time be made by Tenant in the payment of any Base Rent, Rent Adjustments, other items of Rent, or any other sum or charge payable by Tenant under said Lease, or (b) if Tenant should default in the performance and observance of any of the covenants, terms, conditions, or agreements contained in said Lease, and in the case of either of the events described in (a) or (b), if such default is not cured in the time and manner described in the Lease after written notice from Landlord to Tenant, then the Guarantor will forthwith pay such rent and such other sums and charges to Landlord, and any arrears thereof, and shall forthwith faithfully perform and fulfill all of such terms, covenants, conditions, and agreements contained in the Lease. It is acknowledged that the Third Amendment amends the Lease to, among other things, extend the term of the Lease and to include additional space as part of the Premises, and includes the giving by Landlord of certain allowance and other concessions as therein described, and Landlord would not agree to enter into said Third Amendment or any of the agreements therein set forth in the absence of the execution and delivery of this Guaranty by Guarantor.

This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection. It shall be enforceable against the Guarantor without the necessity of any suit or proceedings on Landlord's part of any kind or nature whatsoever against Tenant and, except for notices expressly required herein or in the Lease, without the necessity of any notice of nonpayment, nonperformance or nonobservance or of any notice of acceptance of this Guaranty or of any other notice or demand to which the Guarantor might otherwise be entitled, all of which the Guarantor hereby expressly waives; and the Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of the Guarantor hereunder shall in no way be terminated, affected, diminished, or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, or against Tenant's successors and assigns, any of the rights or

1

remedies reserved to Landlord pursuant to the provisions of said Lease or by relief of Tenant from any of Tenant's obligations under the Lease based on the rejection of said Lease in connection with proceedings under the bankruptcy laws now or hereafter in effect or otherwise based on any applicable bankruptcy, fraudulent conveyance, debtor-creditor, insolvency or other similar laws now or hereafter in effect. Without limitation of the foregoing, if a trustee in bankruptcy (which shall include the "Tenant" as a debtor in possession) shall assume the Lease, or assume and assign the Lease, all duties and obligations of the undersigned pursuant to this Guaranty shall continue and remain in full force and effect. Further, notwithstanding anything contained herein or in the Lease to the contrary, in the event that Tenant, or a trustee in bankruptcy, rejects the Lease pursuant to the provisions of any applicable bankruptcy laws, the personal liability of the undersigned pursuant to this Guaranty, shall not be subject to any limitations imposed under Section 365 or Section 502(b)(6) of the federal bankruptcy code or any other applicable provisions of said bankruptcy code or any limitations imposed under any comparable state bankruptcy laws now or hereafter in effect.

Except as specifically provided herein, this Guaranty shall be a continuing guaranty and the liability of the Guarantor hereunder shall in no way be affected, modified or diminished by reason of any assignment, renewal, modification, or extension of the Lease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions, or provisions of the Lease, or by reason of any extension of time that may be granted by Landlord to Tenant, or a changed or different use of the leased premises, or by reason of any dealings or transactions or matters or things occurring between Landlord and Tenant, whether or not notice thereof is given to the Guarantor.

The Guarantor hereby unconditionally waives (a) presentment, notice of dishonor, protest, demand for payment, and all notices of any kind, including, without limitation, notice of acceptance hereof; notice of nonpayment, non-performance, or other default under the Lease; and notice of any action taken to collect upon or enforce any of the terms and provisions of the Lease; (b) any subrogation to the rights of Landlord against Tenant until all of the obligations of Tenant under the Lease have been fully complied with and the Lease has expired or terminated and such payments made by the Guarantor are not subject to a right of recovery; (c) any and all defenses of suretyship; and (d) any setoffs or counterclaims against Landlord which would otherwise impair Landlord's rights against the Guarantor hereunder.

The assignment by Landlord of the Lease and/or the rents, profits, avails, and/or proceeds thereof made either with or without notice to the Guarantor shall in no manner whatsoever release the Guarantor from any liability as Guarantor.

This Guaranty shall be governed by and construed in accordance with the laws of the State of Illinois.

All of the provisions of this Guaranty shall inure to the benefit of Landlord and its grantees, successors and assigns and shall inure to the benefit of any future owner of the fee title of which the leased premises are a part, and all the provisions of this Guaranty shall be binding upon the Guarantor and its heirs, legal representatives, successors, and assigns. All of Landlord's rights and remedies under the Lease and under this Guaranty shall be distinct, separate and cumulative and no such right or remedy shall be exclusive of or a waiver of any of the others.

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If Guarantor consists of more than one person or entity, each person or entity comprising the Guarantor shall be jointly and severally liable hereunder with every other person or entity so comprising the "Guarantor" of the Lease. Without limitation of the foregoing, each person or entity comprising Guarantor shall be jointly and severally liable with Tenant for all obligations and liabilities of the "Tenant" under the Lease.

Guarantor hereby submits to personal jurisdiction in the State of Illinois for the enforcement of this Guaranty and waives any and all personal rights to object to such jurisdiction for the purposes of litigation to enforce this Guaranty. Guarantor agrees that all actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to or from this Guaranty shall be litigated, in Landlord's sole discretion and at Landlord's sole election, only in courts having a situs within the County of Cook, State of Illinois. For the purposes of the foregoing, Guarantor hereby waives any right to a trial by jury in any action to enforce or defend any matter arising from or related to this Guaranty and irrevocably consents and submits to the jurisdiction of any local, state or federal court located within the County of Cook, State of Illinois. Guarantor hereby waives any right Guarantor may have to transfer or change the venue of any litigation brought against Guarantor in accordance with this paragraph. Nothing in this paragraph shall affect or impair Landlord's right to serve legal process in any manner permitted by law or Landlord's right to bring any action or proceeding against Guarantor or its property in the courts of any other applicable jurisdiction.

In any action or proceeding pursuant to, or in order to enforce the terms of, this Guaranty and/or the Lease, Landlord shall be entitled to recover from Guarantor all costs and expenses incurred by Landlord in such action or proceeding, including reasonable attorney's fees, costs and expenses.

Notwithstanding any provision of this Guaranty to the contrary, if at any time on or after the fifth (5th) anniversary of the Additional Premises Commencement Date (as defined in the Third Amendment), Tenant shall not be in default of any of its obligations under the Lease, then this Guaranty shall automatically terminate, subject to the next succeeding paragraph, and if applicable, the immediately preceding paragraph.

Notwithstanding anything to the contrary contained in this Guaranty, Guarantor agrees that, to the extent that Tenant makes a payment or payments to Landlord and the obligation to make such payments arose under the Lease prior to the fifth (5th) anniversary of the Additional Premises Commencement Date described in the Third Amendment (or if later, prior to the earliest date after the fifth (5th) anniversary of the Additional Premises Commencement Date on which no default by Tenant under the Lease was continuing), which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to Tenant, its estate, trustee, receiver or any other party, including, without limitation, Guarantor, under any bankruptcy law, state or federal law, common law or equitable theory (collectively the "Rescinded Payments"), then to the extent of such Rescinded Payments, Tenant's obligations under the Lease with respect to same, and Guarantor's obligations hereunder with respect to same, shall be reinstated and continued in full force and effect, to the fullest extent permitted by law.

Initially capitalized terms used but not otherwise defined herein have the same meanings given them in the Lease.

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Guarantor acknowledges that (a) it is a principal and affiliate of Tenant and will receive direct benefits from the Third Amendment and the Lease (as amended) described herein, and (b) that this Guaranty is required as a condition to Landlord's agreement to enter into such Third Amendment. This Guaranty is being delivered for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Guarantor.

IN WITNESS WHEREOF, the undersigned has executed this Guaranty effective as of the date first written above.

GUARANTOR:

AECOM TECHNOLOGY CORPORATION, a

Delaware corporation

By: /s/ Eric Chen 

Name: Eric Chen

Title: Senior Vice President, Corporate

Finance, and General Counsel

Address: 555 S. Flower Street, Suite 3700

Los Angeles, California 90071

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EXHIBIT E

DESCRIPTION OF THE WORK

Sprinkler - Landlord will install new main and branch pipe configuration in the 10th floor additional premises to accommodate standard office building sprinkler density as required by City of Chicago code.

E-1 

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE ("Amendment")is made and entered into this 22nd day of January, 2001, by and between 303 WACKER REALTY L.L.C.,a Delaware limited liability company (hereinafter referred to as "Landlord"), and CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC., a Delaware corporation (hereinafter referred to as "Tenant").

RECITALS:

A.           Landlord (as successor in interest to Metropolitan Life Insurance Company) and Tenant are parties to that certain Office Lease dated January 1, 1996 (“Original Lease”),as amended by First Amendment to Lease dated effective as of October 1, 1999 (the "First Amendment”)(such Original Lease, as so amended by the First Amendment and as amended from time to time, and including, without limitation, that certain Commencement Date Agreement dated January 1, 1996 [i.e., being “Rider 1”]and “Rider 2”incorporated as part of the Original Lease, being collectively referred to herein as the “Lease”),demising premises (the "Premises") stipulated to contain 56,520 square feet situated on the 5th and 6th floors of the Building commonly known as 303 East Wacker Drive, Chicago, Illinois for a term expiring September 30, 2006; and

B.           Landlord and Tenant desire to amend the Lease to, among other things, include additional space on the 12th floor as part of the Premises, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE,in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend the Lease in the following respects only:

1.           Defined Terms.As used in this Amendment, the following terms shall have the respective meanings indicated below:

(a)           “Additional Premises”shall mean the premises on the 12"' floor of the Building, stipulated to contain 17,714 square feet of Rentable Area, as shown on Exhibit A attached hereto and made a part hereof.

(b)           “Additional Premises Commencement Date”shall mean June 1, 2001.

All other capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Lease. For purposes of the Lease, the term “Rent” shall specifically include the rental payments due with respect to the Additional Premises as described in Paragraphs 4 and 5 hereinbelow.

2.           Additional Premises.Effective as of the Additional Premises Commencement Date and for a lease term expiring concurrently with the end of the Term for the remainder of the Premises, as it may be sooner terminated or extended as provided herein or in the Lease:

(a)           the Premises shall include the Additional Premises; and

(b)           the Rentable Area of the Premises shall be increased by the Rentable Area of the Additional Premises.

3.           Lease Governs. Except as expressly provided herein, from and after the Additional Premises Commencement Date and through the end of the Term of the Lease, all provisions of the Lease shall be in full force and effect with respect to, and shall govern Tenant's possession of, the Additional Premises.

4.           Monthly Additional Premises Base Rent. From and after the Additional Premises Commencement Date, Monthly Base Rent under the Lease with respect to the Additional Premises (herein, "Monthly Additional Premises Base Rent") shall be payable in the amounts and at the annual rates per square of foot of Rentable Area of the Additional Premises for the respective periods hereafter described:

Period	Monthly	Annually	Rate/SF
06/01/01 through 05/31/02	$25,832.92	$309,995.00	$17.50
06/01/02 through 05/31/03	$26,615.29	$319,383.42	$18.03
06/01/03 through 05/31/04	$27,412.42	$328,948.98	$18.57
06/01/04 through 05/31/05	$28,239.07	$338,868.82	$19.13
06/01/05 through 05/31/06	$29,080.48	$348,965.80	$19.70
06/01/06 through 09/30/06	$29,951.42	$359,417.06	$20.29

Monthly Additional Premises Base Rent shall be payable at such times and at such place and in accordance with such provisions as otherwise set forth in the Lease relative to the payment of Monthly Base Rent thereunder.

5.           Additional Premises Rent Adjustments.

(a)           For the calendar year in which the Additional Premises Commencement Date falls, Tenant's Share of Operating Expenses and Taxes (i.e., Rent Adjustments under the Lease) provided for in Article Four of the Lease shall be calculated separately for the Additional Premises apart from the remainder of the Premises, but not for any subsequent years of the Term of the Lease. In subsequent years, Rent Adjustments shall be calculated for the Additional Premises together with the remainder of the Premises. Rent Adjustments for the Additional Premises for the calendar year in which the Additional Premises Commencement Date falls (herein, the "Additional Premises Rent Adjustments") shall be prorated by multiplying the Rent Adjustments attributable to the Additional Premises by a fraction, the numerator of which is the number of days remaining in such calendar year following the Additional Premises Commencement Date and the denominator of which is 365.

(b)           For purposes of calculating Additional Premises Rent Adjustments (i.e., being the Rent Adjustments payable on account of the Additional Premises for the calendar year in which the Additional Premises Commencement Date falls), "Tenant's Share" shall be 2.3001%. For purposes of calculating Rent Adjustments payable on account of both the Additional Premises and the remainder of the Premises for all subsequent calendar years (or partial calendar years) within the Term of the Lease, "Tenant's Share" shall be 9.6391% (and Section 1.01(13) of the Lease is hereby amended accordingly). Rent Adjustments for the initial Premises leased under the Original Lease shall continue to be calculated and paid in accordance with the Original Lease for the calendar year in which the Additional Premises Commencement Date falls.

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(c)           All Rent Adjustments described in this Paragraph 5 shall be payable at such times, in such manner, and in accordance with such procedures (i.e., including payment of "Rent Adjustment Deposits" and final reconciliations) as set forth in Article Four of the Lease relative to payment of Rent Adjustments thereunder.

6.           Condition: Tenant Improvements.

(a) Except as expressly provided in Paragraph 6(c) below, Tenant hereby accepts the Additional Premises in their "as is" condition as of the date hereof and acknowledges that Landlord shall not be required to make any improvements to the Additional Premises for Tenant's use and occupancy. Without limitation of the foregoing, it is acknowledged that Tenant shall, at its sole cost and expense (subject to application of the Allowance as defined in the hereafter described "Additional Premises Workletter"), perform any work at the Additional Premises as may be necessary or desired by Tenant to improve the Additional Premises for occupancy (including without limitation, the items described in Paragraph 6(b) below) all subject to and in accordance with the provisions of the Workletter Agreement attached hereto as Exhibit B (the "Additional Premises Workletter"). All work completed by Tenant on or before the one hundred eightieth (180th) day following the Additional Premises Commencement Date as referenced in this Paragraph 6(a) is hereinafter referred to as "Tenant's Work".

(b) Without limitation of the foregoing terms of this Paragraph 6, Tenant, at its sole cost and expense (subject to application of the Allowance as described in the Additional Premises Workletter), as part of the "Tenant's Work" described above, shall perform all work described in Exhibit C hereto (the "Required Tenant's Work"). The foregoing Required Tenant's Work shall be completed, in any event, on or before the first to occur of (i) the Additional Premises Commencement Date, and (ii) the date Tenant occupies the Additional Premises for the performance of any business operations therefrom.

(c) Landlord shall review any areas in the Additional Premises which are identified by Tenant's architect, prior to commencement of any of Tenant's Work at the Additional Premises, as problem areas due to the height of the fire sprinklers in those areas. Except for any sprinkler lines which cannot be raised due to the obstructions represented by the main HVAC trunk ducts on the 12th floor of the Building, Landlord shall raise the height of sprinkler lines which would, if not raised, require that sprinkler heads in any portion of the Additional Premises to protrude below the Building's standard ceiling height of [8'10"] when the sprinkler heads are not extended. Any work described in this Paragraph 6(c) (herein, the "Landlord's Sprinkler Work") shall be performed prior to or concurrently with Tenant's construction of Tenant's Work in the Additional Premises, and Tenant shall fully cooperate with Landlord and its contractors (i) to allow proper access to the Additional Premises for Landlord to so perform the Landlord's Sprinkler Work, and (ii) to coordinate the Landlord's Sprinkler Work with any of the ongoing Tenant's Work then being performed at the Additional Premises.

7.           Possession. Landlord shall deliver possession of the Additional Premises to Tenant concurrently with the mutual execution and delivery of this Amendment by Landlord and Tenant, in order for Tenant to proceed with the Tenant's Work.

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8.           Real Estate Brokers. Landlord and Tenant each represent and warrant to the other that such party making the representation has not dealt with any broker in connection with this Amendment other than Julien J. Studley (whose commissions shall be payable by Landlord pursuant to its separate written commissions agreement with said broker). Landlord and Tenant each agree to indemnify and hold the other harmless from all loss, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising from any other claims or demands of any broker or brokers or finders with whom the indemnifying party dealt for any commission alleged to be due such broker, brokers or finders.

9.           Present Status. Tenant certifies to Landlord that as of the execution and delivery of this Amendment by both Tenant and Landlord, Landlord is not in default under the Lease by reason of failure to perform any obligations thereunder. Such certificate is given to the actual knowledge of Tenant.

10.         Deletions. Section 4 of Rider 2, as amended by Paragraph 4 of the First Amendment (i.e., entitled "First Expansion Option"), and Section 6 of Rider 2 (i.e., entitled "Continuing Right of First Offer") are each hereby deleted in their entirety, and shall be deemed null and void. Further, Tenant's exercise notice dated September 27, 2000 regarding certain expansion rights under the Lease is hereby deemed null and void in its entirety.

11.         Acceleration Option. It is hereby confirmed that the "First Acceleration Option", as set forth in Paragraph 2 of Rider 2, is no longer applicable, and is hereby deemed null and void. With respect to the "Second Acceleration Option" (i.e., September 30, 2003), it is hereby confirmed that, notwithstanding the terms of Paragraph 2.A.2 or 2.A.3 of Rider 2, the "Second Acceleration Amount", as defined in Paragraph 2.A.3 of Rider 2, shall be increased as a result of the Additional Premises hereunder, which increase shall be in the amount of $719,188.00 (i.e., being the sum of all brokerage commissions payable by Landlord in connection with this Amendment and the amount of the Allowance contributed by Landlord under the Additional Premises Workletter, without any further amortization thereof). As a result, the total Second Acceleration Amount shall be in the amount of $2,075,668.00 (i.e., being $719,188.00 attributable to the Additional Premises, and $1,356,480.00 attributable to the balance of the Premises), subject to further increase as provided in Paragraph 2.A.3 of Rider 2 in the event any additional space is added to the leased premises after the date hereof.

12.         First Amendment - Modifications. The First Amendment, as defined in Recital Ahereof, is hereby amended in the following respects:

(a)           The following language is added as a new Paragraph 3(d) of said First Amendment:

"(d) Notwithstanding the foregoing, the additional rent due and owing for the Storage Space as described in Paragraph 3(b) above shall abate for the period of May 1, 2001 through July 31, 2001"

(b)           The following language is added as a new Paragraph 3(e) of said First Amendment

"(e) Notwithstanding anything to the contrary contained herein or in Section 9 of Rider 2 to the Lease, Tenant may elect to terminate the lease of the Storage Space as of any date by giving not less than sixty (60) days' prior written notice to Landlord, which notice shall designate the effective date of termination. Said notice shall be effective to terminate the lease of the Storage Space (but not as to the balance of the leased premises under the Lease) on the date designated in such notice. If the lease of the Storage Space is so terminated, the term of said lease shall be deemed to have expired

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by lapse of time on the specified termination date, and Tenant shall vacate the Storage Space and surrender possession thereof in the same condition and in accordance with the same terms as otherwise required for surrender of the balance of the leased premises at the end of the term, as provided in Article 12 of the Lease (failing of which shall be deemed a holding over of such space, subject to the terms and conditions of Article 13 of the Lease with respect thereto)."

13.           Renewal Option. It is hereby acknowledged that KPMG Peat Martwick LLC ("Existing Tenant") has heretofore been granted, among other rights, two (2) fixed expansion rights (the "First Fixed Expansion Right" and the "Second Fixed Expansion Right", respectively, and collectively, the "Superior Expansion Rights") relating to the 12th floor of the Building which, if both exercised, may affect all or a substantial portion of the Additional Premises during portions of the renewal period described in Paragraph 3 of Rider 2 to the Lease. It is further acknowledged that (a) the exercise of the First Fixed Expansion Right does not directly relate to the Additional Premises, but would thereafter result in all or a substantial portion of the Additional Premises being the potential subject of a subsequent exercise of the Second Fixed Expansion Right, and (b) in the event that the First Fixed Expansion Right is not exercised, then any subsequent exercise of the Second Fixed Expansion Right would not affect the Additional Premises in any manner. Based on the foregoing, it is hereby acknowledged and agreed that Tenant's "Renewal Option", as described in Paragraph 3 of Rider 2 to the Lease, as it relates to the Additional Premises demised hereunder, is expressly subject and subordinate to the Superior Expansion Rights, and in the event Existing Tenant, or any successor tenant under Existing Tenant's lease at the Building, exercises its First Fixed Expansion Right, then the "Renewal Option" under Paragraph 3 of said Rider 2 shall only apply with respect to the balance of the leased premises under the Lease (i.e., excluding the Additional Premises being demised hereunder). Tenant shall have the right, at any time after February 1, 2004, to deliver written notice to Landlord requesting Landlord to inform Tenant as to whether Existing Tenant has exercised the aforedescribed First Fixed Expansion Right, and Landlord shall respond to such written request within ten (10) business days after receipt thereof. In the event that Existing Tenant exercises the aforedescribed First Fixed Expansion Right, and if Tenant thereafter exercises its Renewal Option with respect to the balance of the leased premises (i.e., excluding the Additional Premises), in accordance with Paragraph 3 of Rider 2 (as such Paragraph 3 is amended by this Paragraph 13), then the term of the Lease with respect to the Additional Premises shall terminate as of September 30, 2006, as if such date were the stated expiration date of the term of the Lease, and Tenant shall vacate and surrender possession of the Additional Premises as of such date in the same condition and in accordance with the same terms as otherwise required for surrender of the balance of the leased premises at the end of the term, as provided in Article 12 of the Lease (failing of which shall be deemed a holding over of such space, subject to the terms and conditions of Article 13 of the Lease with respect thereto). In the event Tenant exercises its Renewal Option for the leased premises (including the Additional Premises) prior to Existing Tenant having exercised its First Fixed Expansion Right, and if Existing Tenant subsequently exercises such First Fixed Expansion Right, then Landlord shall so notify Tenant, in writing, of such subsequent exercise by Existing Tenant, and Tenant shall have ten (10) business days thereafter (time being of the essence) to withdraw its prior exercise of the Renewal Option by written notice thereof to Landlord with said 10-business day period, in which event the term of the Lease shall expire as of September 2006 in accordance with its terms and without regard to Tenant's prior exercise of said Renewal Option.

14.           Entire Agreement. The entire agreement of the parties with respect to the subject matter hereof is set forth in this Amendment and in the Lease as amended hereby. No prior agreement or understanding with respect to the Lease and this Amendment shall be valid or of any force or effect.

15.           Offer. This Amendment shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of this Amendment to Tenant does not

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constitute a reservation of or option for the Additional Premises, except that, upon execution and delivery by Tenant, it shall constitute an irrevocable offer on the part of Tenant in effect for ten (10) business days to lease the Additional Premises on the terms and conditions herein contained.

16.           Lease in Full Force and Effect. Except as amended hereby, all the terms and provisions of the Lease shall remain in full force and effect, and are hereby ratified and confirmed. Without limitation of the foregoing, Section 26.08 of the Lease (as amended hereby) shall apply to this Amendment and to the Lease (as amended hereby).

[SignaturePage to Follow]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the day and year first above written.

TENANT:	LANDLORD:
CONSOER TOWNSEND ENVlRODYNE	303 WACKER REALTY L.L.C., a Delaware limited
ENGINEERS, INC.,	liability company
a Delaware corporation
	By:	Hines Three Illinois Center Associates Limited
By: /s/ Kenneth Z. Crumrine		Partnership,
Name: Kenneth Z. Crumrine		its managing member
Title: President
		By:	Hines Three Illinois Center L.L.C., a
			general partner
ATTEST:
			By:	Hines Interests Limited
By: /s/ Michael R. Kolloway				Partnership, a member
Name: Michael R. Kolloway
Title: Secretary				By: Hines Holdings, Inc., its
					general partner
					By: /s/ C. Kevin Shannahan
					Name: C. Kevin Shannahan
					Title:	Executive Vice President

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EXHIBIT A

ADDITIONAL PREMISES

[Attached]

A-1 

EXHIBIT B

ADDITIONAL PREMISES WORKLETTER AGREEMENT

THIS ADDITIONAL PREMISES WORKLETTER AGREEMENT is hereby incorporated as part of that certain Second Amendment to Lease made and entered into as of the 22nd day of January, 2001 by and between 303 WACKER REALTY L.L.C., a Delaware limited liability company ("Landlord"), and CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC.,a Delaware corporation ("Tenant").

WITNESSETH:

WHEREAS,Landlord and Tenant have entered into a certain Second Amendment to Lease to which this Workletter is attached (the "Second Amendment"), which Second Amendment further amends a certain Office Lease dated January 1, 1996, as amended by First Amendment dated effective as of October 1, 1999 (collectively, the "Lease"; all capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Second Amendment or in the balance of the Lease, as applicable); and

WHEREAS,pursuant to the Second Amendment, Tenant will be leasing certain demised premises (herein, the "Premises") located on the 12th floor of the office building located at 303 East Wacker Drive, Chicago, Illinois (the "Building"); and

WHEREAS, certain tenant improvement work is to be completed on the Premises;

NOW, THEREFORE,for and in consideration of the agreement to lease the Premises and pay rent and the mutual covenants contained herein, the parties agree as follows:

1.           POSSESSION.Landlord shall deliver possession of the Premises concurrent with the mutual execution and delivery of the Second Amendment by Landlord and Tenant, in order for Tenant to perform the Tenant's Work, all as otherwise described in Paragraph 7 of the Second Amendment.

2.           TENANT'S WORK.Tenant, at its sole cost and expense, but subject to payment of the Allowance (as hereinafter defined) as provided under Paragraph 9 below shall perform, or cause to be performed, the Tenant's Work (as defined in the Lease) in the Premises provided for in the Plans (as hereafter defined) submitted to and approved by Landlord. The Tenant's Work shall be constructed in a good and workmanlike fashion, in accordance with the requirements set forth herein and in compliance with all applicable statutes, laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, including, without limitation, the Americans with Disabilities Act and its regulations (the “ADA”). Landlord's review and approval of the Plans or any other submission of Tenant shall create no responsibility or liability on the part of Landlord for such compliance or for their completeness or design

sufficiency. Tenant shall commence the construction of the Tenant's Work promptly following completion of the pre-construction activities provided for in Paragraph 3below and shall diligently proceed with all such construction in order to complete the Tenant's Work prior to the Additional Premises Commencement Date or as soon thereafter as is reasonably practicable. Tenant shall coordinate the Tenant's Work so as avoid interference with any other work being performed by or on behalf of Landlord and other tenants at the Building.

3.           PRE-CONSTRUCTION ACTIVITIES.

(a)           Prior to commencing any of the Tenant's Work, Tenant shall submit the following information and items to Landlord for Landlord's review and approval with respect thereto:

(i)           A detailed construction schedule containing the major components of the Tenant's Work and the time required for each, including the scheduled commencement date of construction of the Tenant's Work, milestone dates and the estimated date of completion of construction.

(ii)           An itemized statement of estimated construction costs, including permits and architectural and engineering fees.

(iii)           The names and addresses of Tenant's contractors (and the contractor's subcontractors as well as any vendors who will be delivering materials directly to the Building site) to be engaged by Tenant for the Tenant's Work and of any construction manager proposed to be engaged by Tenant for the Tenant's Work (collectively, "Tenant's Contractors"). Landlord has the right to approve or disapprove Tenant's Contractors, which approval shall not be unreasonably withheld or delayed. Landlord shall give its approval or disapproval of the proposed Tenant's Contractors designated by Tenant within ten (10) days after Tenant's submittal thereof to Landlord. Tenant shall not employ as Tenant's Contractors any persons or entities so disapproved by Landlord. If Landlord has affirmatively approved only certain contractor(s) and/or subcontractor(s) from Tenant's list, Tenant shall employ as Tenant's Contractors only those persons or entities so approved. Landlord may, at its election, designate a list of approved contractors for performance of work affecting electrical, mechanical, plumbing or life safety systems ("Approved Building System Contractors"), from which Tenant must select its contractors for such work. Without limitation of the foregoing, Landlord hereby confirms that any of the contractors listed on Attachment 1(a) hereto will be an approved general contractor for Tenant to engage relative to the performance of the Tenant's Work and any of the contractors listed on Attachment 1(b) hereto shall be an Approved Building System Contractor for Tenant or the general contractor to engage for performance of work affecting electrical mechanical, plumbing or life safety systems. For purposes hereof, the term "life safety systems" shall include the Building's fire protection/sprinkler system, strobes, and speakers connected to the Building's annunciator panel.

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(iv)           A written statement from Tenant, acting in its capacity as architect for the Tenant's Work, stating that Tenant has visited the site, inspected and verified existing conditions as such conditions affect the Plans and construction of the Tenant's Work.

(v)           Certified copies of insurance policies or certificates of insurance as hereinafter described. Tenant shall not permit Tenant's Contractors to commence work until the required insurance has been obtained and certified copies of policies or certificates have been delivered to Landlord.

(vi)           The Plans for the Tenant's Work, which Plans shall be subject to Landlord's approval in accordance with Paragraph 3(b) below.

Tenant will update such information and items by notice to Landlord of any changes. Landlord shall promptly (or as otherwise required by this Workletter) review all submissions made by Tenant.

(b)           As used herein the term "Plans" shall mean full and detailed architectural and engineering plans and specifications covering the Tenant's Work (including, without limitation, architectural, mechanical, electrical, life safety, fire protection and plumbing working drawings for the Tenant's Work). The Plans shall include the minimum information shown on Attachment 2 attached hereto and incorporated herein. Subject to the Allowance (as hereinafter defined), Tenant shall pay all costs and expenses of preparing the Plans. The Plans shall be subject to Landlord's approval (not to be unreasonably withheld) and the approval of all local governmental authorities requiring approval, if any. Landlord shall give its approval or disapproval (giving reasons in case of disapproval) of the Plans within ten (10) business days after their delivery to Landlord. Landlord agrees not to unreasonably withhold its approval of said Plans; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord's reasonable opinion: (i) the Tenant's Work is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and its occupants; (ii) the Tenant's Work would adversely affect Landlord's ability to furnish services to Tenant or other tenants; (iii) the Tenant's Work would increase the cost of operating the Building; (iv) the Tenant's Work would violate any governmental laws, rules or ordinances; (v) the Tenant's Work contains or would require the use of hazardous or toxic material in any unlawful manner; (vi) the Tenant's Work would adversely affect the appearance of the Building; or (vii) the Tenant's Work would adversely affect another tenant's premises. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. Landlord shall cooperate with Tenant by discussing or reviewing preliminary plans and specifications at Tenant's request prior to completion of the full, final detailed Plans in order to expedite the preparation of and the subsequent approval process concerning the final Plans. If Landlord notifies Tenant that changes are required to the final Plans submitted by Tenant, Tenant shall submit to Landlord, for its approval, the Plans amended in accordance with

3

the changes so required. Such submission of revised Plans shall be accompanied by a written point by point response from Tenant specifically responding to any disapprovals or other responses delivered by Landlord to Tenant. Landlord shall give its approval or disapproval (giving reasons in case of disapproval) of any such revised Plans within five (5) business days after their delivery to Landlord. The Plans shall also be revised, and the Tenant's Work shall be changed, to incorporate any work required in the Premises by any local governmental field inspector. Landlord's approval of the Plans shall in no way be deemed to be acceptance or approval of any element therein contained which is in violation of any applicable statutes, laws, ordinances, orders, codes, rules, regulations, building or fire codes or other governmental requirements.

(c)           Upon Landlord's approval of the Plans, at Tenant's express written request, Landlord shall designate in writing any affixed appurtenances which are part of Tenant's Work which Tenant shall be required to remove upon the expiration of the Lease. Any such agreement entered into in writing by Landlord shall be binding on Landlord at expiration of the Lease.

(d)           No Tenant's Work shall be undertaken or commenced by Tenant in the Premises until:

(i)           The Plans for the Premises have been submitted to and approved by Landlord (which approval shall not be unreasonably withheld or delayed as provided in Section 3(b) hereinabove).

(ii)           All necessary building permits have been obtained by Tenant.

(iii)           All required insurance coverages have been obtained by Tenant, it being understood that failure of Landlord to receive evidence of such coverage upon commencement of the Tenant's Work shall not waive Tenant's obligations to obtain such coverages.

(iv)           Items required to be submitted to Landlord prior to commencement of construction of the Tenant's Work have been so submitted and have been approved, where required.

4.           DELAYS. In the event Tenant fails to deliver or deliver in sufficient and accurate detail the information required under Paragraph 3on or before the respective dates specified in said paragraph, or in the event Tenant, for any reason, fails to complete the Tenant's Work on or before the Additional Premises Commencement Date, Tenant shall be responsible for Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and all other obligations as set forth in the Second Amendment and the balance of the Lease from the Additional Premises Commencement Date, regardless of the degree of completion of the Tenant's Work on such date, and no such delay in completion of the Tenant's Work shall affect the Additional Premises Commencement Date, or relieve Tenant of any of its obligations under the Second Amendment or the balance of said Lease. Notwithstanding any of the foregoing, if the Tenant's Work is not substantially completed on or before the later of (i) the stated

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Additional Premises Commencement Date of June 1, 2001, and (ii) the date set forth in Tenant's construction schedule delivered under Paragraph 3(a)(i) as the scheduled date for completion of Tenant's Work (herein, the "Target Date"), and if any such delay in substantial completion of the Tenant's Work is solely attributable to Landlord Delay (as hereinafter defined) or a Contractor Strike Delay (as hereinafter defined), then the Additional Premises Commencement Date shall be extended by the period of delay in the Tenant's Work beyond the Target Date which was attributable to the Landlord Delay or the Contractor Strike Delay (i.e., as opposed to being attributable to any other matter causing such delay), but not beyond the day Tenant first begins to conduct any of its customary business operations in the Premises. As used herein, the term "Landlord Delay" means Landlord's delay in responding to Tenant's Plans or Tenant's request for approval of Tenant's Contractors, as and when required under Paragraph 3(a)(iii) and/or Paragraph 3(b) hereof, or any default by Landlord of its obligations hereunder, in any case to the extent delaying substantial completion of the Tenant's Work. For purposes hereof, the term "Contractor Strike Delay" shall mean any delay in substantial completion of the Tenant's Work resulting from (a) a strike or organized labor work stoppage of all Approved Building System Contractors designated by Landlord under Paragraph 3(a)(iii) above (which strike or work stoppage was not caused in whole or in part by Tenant or its contractors or any actions of said parties), and (b) Landlord's failure, within three (3) business days after written notice from Tenant of the situation described in subclause (a), to either (i) designate one or more other Approved Building System Contractors who are not then on strike or involved with any other organized work stoppage, or (ii) expressly allow Tenant to engage its own such contractors to perform any of Tenant's Work affecting Building systems (subject, however, to Landlord's reasonable approval of said contractors as provided herein). Landlord Delay or Contractor Strike Delay shall not include any delay in substantial completion of the Tenant's Work that would in any event (i.e., even if the Landlord Delay or Contractor Strike Delay had not occurred) have resulted from other causes. Tenant shall notify Landlord, in writing, of any claim for Landlord Delay or Contractor Strike Delay, which notice shall be delivered within five (5) business days following receipt by Tenant or its contractors or other representatives of knowledge of the event claimed by Tenant to give rise to such Landlord Delay or Contractor Strike Delay (time being of the essence); Tenant's failure to notify Landlord within said five (5) business days shall be deemed a waiver of the subject claim of delay.

5.           CHARGES AND FEES.Subject to Paragraph 9 below, Tenant shall be responsible for all costs and expenses attributable to the Tenant's Work, including payment to Landlord of a supervisory fee equal to the amount of all out-of-pocket costs and expenses incurred by Landlord in reviewing the Plans and other submittals hereunder or otherwise incurred in supervising or coordinating the Tenant's Work (which fees shall not exceed, in any event, the amount of $6,200.00 and which payment to Landlord shall be made within thirty (30) days following Landlord's request therefor from time to time). Except as provided in the preceding sentence, Landlord shall not be entitled to any additional supervision fee relative to the Tenant's Work.

6.           CHANGE ORDERS. All changes (other than deminimius changes based on field conditions as more particularly described in Paragraph 7(k) below) to the final Plans requested by Tenant must be approved by Landlord in advance of the implementation of such changes as part of the Tenant's Work. Subject to Paragraph 9 below, Tenant shall be responsible

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for all costs and expenses attributable to any changes, including a supervisory fee to Landlord in an amount equal to the amount of all reasonable and customary out-of-pocket costs and expenses incurred by Landlord in reviewing the change order request and related materials or otherwise incurred in supervising or coordinating the change order work (which payment to Landlord shall be made within thirty (30) days following Landlord's request therefor from time to time). All delays caused by Tenant initiated change orders, including, without limitation, any stoppage of work during the change order review process, are solely the responsibility of Tenant and shall cause no delay in the Additional Premises Commencement Date, or payment of Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and performance of other obligations set forth in the Second Amendment or the balance of the Lease.

7.           STANDARDS OF DESIGN AND CONSTRUCTION AND CONDITIONS OF TENANT'S PERFORMANCE.All work done in or upon the Premises by Tenant shall be done according to the standards set forth in this Paragraph 7, except as the same may be modified in the Plans approved by both Landlord and Tenant.

(a)           Tenant's Plans and all design and construction of the Tenant's Work shall comply with all applicable statutes, ordinances, regulations, laws, codes and industry standards, including, but not limited to, requirements of Landlord's fire insurance underwriters and the requirements of the ADA (i.e., as such ADA requirements pertain to the space within the Premises, and not to any areas external thereto). Approval by Landlord of the Plans shall not constitute a waiver of this requirement or assumption by Landlord of responsibility for compliance. Where several sets of the foregoing laws, codes and standards must be met, the strictest shall apply where not prohibited by another law, code or standard.

(b)           Tenant shall, at its own cost and expense, but subject to payment by Landlord of the Allowance under Paragraph 9 below, obtain all required building permits and, when construction has been completed, shall, at its own cost and expense, obtain an occupancy permit for the Premises, which shall be delivered to Landlord. Tenant's failure to obtain such permits shall not cause a delay in the Additional Premises Commencement Date, or the payment of Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and performance of other obligations under the Second Amendment or the balance of the Lease.

(c)           Tenant's Contractors shall be licensed contractors, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord's contractors and subcontractors and with other contractors and subcontractors in the Building. All work shall be coordinated with any other construction or other work in the Building in order not to adversely affect construction work being performed by or for Landlord or its tenants, it being understood that in the event of any conflict, Landlord and its contractors and subcontractors shall have priority over Tenant and Tenant's Contractors; provided, however, notwithstanding such priority, Landlord shall not unreasonably inhibit Tenant's Contractors from performing their work.

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(d)           Landlord shall have the right, but not the obligation, upon not less than 72 hours' prior written notice thereof to Tenant (provided that no such notice shall be required in the event of an emergency), to perform, on behalf of and for the account of Tenant, subject to reimbursement by Tenant (provided that the Allowance may be used for such purposes), any work (i) which Landlord deems necessary to be done on an emergency basis or (ii) which pertains to structural components, building systems, the general utility systems for the Building or connecting the Tenant's Work with any other work in the Building (but only to the extent the Tenant's Work impacts the structural components of the Building or any Building systems, and Landlord, in good faith determines that action is warrented), or (iii) which pertains to the erection of temporary safety barricades or signs during construction.

(e)           Tenant shall use only new, quality materials in the Tenant's Work, except where explicitly shown in the Plans approved by Landlord and Tenant. Tenant shall obtain, promptly after completion of the Tenant's Work, warranties of at least one (1) year duration from the completion of the Tenant's Work against defects in workmanship and materials on all work performed and equipment installed in the Premises as part of the Tenant's Work, a copy of which warranties shall be delivered to Landlord upon Tenant's receipt of the same. It is acknowledged that the foregoing required warranties, to the extent issued by the general contractor, shall satisfy the minimum requirements of this Paragraph 7(e).

(f)           Tenant and Tenant's Contractors, in performing work, shall do so in conformance with the "303 East Wacker Drive Contractor Regulations and Guidelines for Tenant Improvements" (a copy of which has heretofore been made available to Tenant) and shall not unreasonably interfere with other tenants and occupants of the Building. Tenant and Tenant's Contractors shall make all reasonable efforts and take all reasonable steps appropriate to construction activities undertaken in a fully-occupied first-class office building so as not to interfere with the operation of the Building and shall, in any event, comply with all other reasonable rules and regulations existing from time to time at the Building. Tenant and Tenant's Contractors shall take all reasonable precautionary steps to minimize dust, noise and construction traffic, and to protect their facilities and the facilities of others affected by the Tenant's Work and to properly police same. Tenant shall not permit noise from construction of Tenant's Work to unreasonably disturb other tenants in the Building. Tenant's Work which does so unreasonably disturb other tenants shall be performed after regular working hours. Construction equipment and materials are to be kept within the Premises and delivery and loading of equipment and materials shall be done at such locations and at such time as Landlord shall direct so as not to burden the construction or operation of the Building.

(g)           Landlord shall have the right, upon 24 hours' prior written notice to Tenant (except that no notice shall be required in the case of an emergency), to order Tenant or any of Tenant's Contractors who violate the requirements imposed on Tenant or Tenant's Contractors as set forth herein in performing work to cease work and remove its equipment and employees from the Building. No such action properly exercised by Landlord shall delay the Additional Premises Commencement Date, or the payment of

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Monthly Additional Premises Base Rent, Additional Premises Rent Adjustments and performance of other obligations under the Second Amendment or the balance of the Lease.

(h)           Utility costs or charges for any service (including, but not limited to, HVAC, electrical, hoisting and the like) to the Premises shall be the responsibility of Tenant from the date Tenant is obligated to commence or commences the Tenant's Work and shall be paid for by Tenant at Landlord's rates. Tenant shall apply and pay for all utility meters required. Use of freight elevators is subject to scheduling by Landlord. Any use of the freight elevators outside of normal construction hours will be at Tenant's expense, in an amount equal to one hundred six percent (106%) of the out-of-pocket expenses incurred by Landlord relative to security personnel necessitated by such after-hours freight elevator usage. Tenant shall arrange and pay for removal of construction debris and shall not place debris in the Building's waste containers.

(i)           Tenant shall permit access to the Premises, and the Tenant's Work shall be subject to inspection, by Landlord and Landlord's architects, engineers, contractors and other representatives, at all times during the period in which the Tenant's Work are being constructed and installed and following completion of the Tenant's Work.

(j)           Tenant shall proceed with its work expeditiously, continuously and efficiently, from the date Landlord tenders possession of the Premises to Tenant for the construction of the Tenant's Work. Tenant shall notify Landlord upon Substantial Completion and upon final completion of the Tenant's Work and shall furnish Landlord and Landlord's title insurance company with such further documentation as may be necessary under Paragraph 9 below.

(k)           Tenant shall have no authority to deviate from the Plans in performance of the Tenant's Work, except as authorized by Landlord and its designated representative in writing and except for deminimus changes based on field conditions and not affecting the overall basic design and construction evidenced by such Plans and not impacting the base Building systems or structural components of the Building. Tenant shall furnish to Landlord "as-built" drawings of the Tenant's Work consisting of record drawings of the installed condition of each component of the Tenant's Work completed from the Plans marked up daily in the field by the various trades. Such record drawings shall be submitted in a final package by Tenant's general contractor to Landlord within ninety (90) days after completion of the Tenant's Work. Final disbursement of any remaining amounts of the Allowance will not occur until such record drawing have been received by Landlord (the "Record Drawing Allowance Condition"); provided that if all other conditions hereunder to the final disbursement of the Allowance have been satisfied, then Landlord shall not withhold more than two percent (2%) of the total Allowance being contributed hereunder as a result of the Record Drawing Allowance Condition having not yet been satisfied.

(l)           Landlord shall have the right to require Tenant to install and maintain proper access panels to utility lines, pipes, conduits, duct work and component parts of

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mechanical and electrical systems existing or installed in the Premises in accordance with the Lease.

(m)           Tenant shall impose on and enforce all applicable terms of this Workletter against Tenant's Architect, Tenant's Engineer and the Tenant's Contractors.

8.         INSURANCE AND INDEMNIFICATION.

(a)           In addition to any insurance which may be required under the Lease, Tenant shall secure, pay for and maintain or cause Tenant's Contractors to secure, pay for and maintain during the continuance of construction and fixturing work within the Building or Premises, insurance in the following minimum coverages and limits of liability:

(i)           Worker's Compensation and Employer's Liability Insurance with limits of not less than $1,000,000.00, or such higher amounts as may be required from time to time by any employee benefit acts or other statutes applicable where the work is to be performed, and in any event sufficient to protect Tenant's Contractors from liability under the aforementioned acts.

(ii)           Commercial General Liability Insurance including Broad Form Contractual, Broad Form Property Damage, Personal Injury, Completed Operations and Products coverages (such Completed Operations and Products shall be provided for a period of three (3) years after the date of final acceptance of the Tenant's Work), and deletion of any exclusion pertaining to explosion, collapse and underground property damage hazards, with limits of not less than $10,000,000.00 per occurrence and having a general aggregate amount on a per location basis of not less than $10,000,000.00.

(iii)           Comprehensive Automobile Liability Insurance including Owned, Non-Owned and Hired Car coverages, with limits of not less than $2,000,000.00 combined single limit for both bodily injury and property damage.

(iv)           "All-risk" builder's risk insurance upon the entire Tenant's Work to the full insurable value thereof. This insurance shall include the interests of Landlord and Tenant (and their respective contractors and subcontractors of any tier to the extent of any insurable interest therein) in the Tenant's Work and shall insure against the perils of fire and extended coverage and shall include "all-risk" builder's risk insurance for physical loss or damage including, without duplication of coverage, theft, vandalism and malicious mischief. If any portion of the Allowance has been disbursed with respect to portions of the Tenant's Work which are stored off the site of the Building or in transit to said site, then to the extent such portions of the Tenant's Work are not covered under said "all-risk” builder's risk insurance, Tenant shall secure and maintain similar property insurance on such portions of the Tenant's Work. Any loss insured under said "all-risk" builder's risk insurance is to be adjusted between Landlord and Tenant

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and made payable to Landlord as trustee for the insureds, as their interests may appear.

All policies (except the worker's compensation policy) shall be endorsed to include as additional insured parties Landlord and its partners, directors, officers, members, employees and agents, Landlord's contractors, Landlord's architects, and such additional persons as Landlord may designate. The waiver of subrogation provisions contained in the Lease shall apply to all insurance policies (except the worker's compensation policy) to be obtained by Tenant pursuant to this paragraph. The insurance policy endorsements shall also provide that all additional insured parties shall be given thirty (30) days1 prior written notice of any reduction, cancellation or non-renewal of coverage (except that ten (10) days' notice shall be sufficient in the case of cancellation for non-payment of premium) and shall provide that the insurance coverage afforded to the additional insured parties thereunder shall be primary to any insurance carried independently by said additional insured parties. Additionally, where applicable, each policy shall contain a cross-liability and severability of interest clause.

(b)           Without limitation of the indemnification provisions contained in the Lease, to the fullest extent permitted by law Tenant agrees to indemnify, protect, defend and hold harmless Landlord, its partners, directors, officers, employees and agents, from and against all claims, liabilities, losses, damages and expenses of whatever nature arising out of or in connection with the Tenant's Work or the entry of Tenant, Tenant's Architect, Tenant's Engineer or Tenant's Contractors into the Building and the Premises, including, without limitation, mechanic's liens or the cost of any repairs to the Premises or Building necessitated by activities of Tenant, Tenant's Architect, Tenant's Engineer or Tenant's Contractors and bodily injury to persons or damage to the property of Tenant, its employees, agents, invitees, licensees or others, except and to the extent that such claims, liabilities, losses, damages and expenses arise out of the negligent act or omission of Landlord. It is understood and agreed that the foregoing indemnity shall be in addition to the insurance requirements set forth above and shall not be in discharge of or in substitution for same or any other indemnity or insurance provision of the Lease.

9.           ALLOWANCE; PERIODIC PAYMENTS.

(a)           Landlord shall make a contribution (the "Allowance") towards the "hard costs" and the "soft costs" of Tenant's Work (as such terms are hereinafter defined), in an amount equal to $619,990.00 (i.e., being $35.00 per square foot of Rentable Area of the Premises), on the terms and conditions hereinafter set forth. If the cost of the Tenant's Work exceeds the Allowance, Tenant shall have sole responsibility for the payment of such excess cost, and shall pay any such excess when due from time to time (i.e., based on estimates from time to time of the total cost of the Tenant's Work) prior to any further disbursement of the Allowance. It is acknowledged that Landlord intends that not less than $513,706.00 (i.e., being $29.00 per square feet of Rentable Area of the Premises) of the overall Allowance be contributed to so-called "hard" construction costs for the Tenant's Work (which "hard" construction costs, for purposes hereof, shall include all costs and fees payable under the construction contract with Tenant's general contractor or

10

under any other construction contracts entered into by Tenant relative to the construction of the Tenant's Work, together with all costs associated with permits and other governmental approvals, the "supervisory fees" payable to Landlord under Paragraph 5 hereof, and all costs associated with the installation of telephone and cabling lines into the walls of the Premises), and it is hereby agreed that no more than $106,284.00 (i.e., being $6.00 per square foot of Rentable Area of the Premises) of the overall Allowance (herein, the "Available Soft Cost Contribution") may be applied by Tenant to pay for so-called "soft" costs associated with Tenant's construction of the Tenant's Work, including moving/relocation to the Premises (which "soft" costs, for purposes hereof, shall include all architectural and engineering costs and fees, moving expenses, relocation costs, consulting fees and other reimburseable expenses; all costs of furniture, fixtures and equipment; telephone and cabling costs associated with the interior of the Premises; and all other costs and expenses paid by Tenant to Landlord hereunder, other than the "supervisory fees" specifically set forth in Paragraph 5 of this Agreement).

(b)           Periodically, but not more frequently than once per month, Tenant may submit to Landlord a payment request for costs of the Tenant's Work incurred and not previously paid naming the parties to be paid and the respective amounts of such payments, which payment request shall be accompanied by:

(i)           A statement in writing under oath signed by Tenant stating the various contracts entered into by Tenant for the Tenant's Work and with respect to each: the total contract price of all labor, work, services and materials; the amounts theretofore paid thereon; the amount requested for the current disbursement; and the balance due for such labor, work, services and materials, after payment of the current disbursement, to complete the Tenant's Work in accordance with the Plans;

(ii)           A written application for payment from each of Tenant's Contractors disclosed in the aforesaid sworn Tenant's statement wherein each of Tenant's Contractors certifies completion and the cost of that portion of the Tenant's Work for which payment is requested and further certifies that the cost to complete the Tenant's Work remaining to be done under said contract will not exceed the balance due thereunder (without including in such balance any required retainages) and a statement in writing under oath or verified by affidavit of Tenant's Contractor stating: the names of all persons, firms, associations, corporations or other parties by whom labor, materials, services or work will be rendered or furnished pursuant to the contract with Tenant's Contractor; the nature of labor, work, services and materials to be rendered or furnished by each of the foregoing; the amounts (in the case of firm subcontracts) and estimated amounts (in other cases) to be paid for such labor, work, services and materials; the amounts theretofore paid thereon; the amount requested for the current disbursement; and the balance due for such labor, work, services and materials, after payment of the current disbursement, to complete the work described in such subcontract;

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(iii)           A statement from each of the subcontractors and materialmen disclosed in the aforesaid Tenant's Contractor's sworn statement, in writing under oath or verified by affidavit of a duly authorized agent of such subcontractor of the parties furnishing materials and labor to it or for their account, and of the amounts due or to become due each;

(iv)           Certificate for payment executed by Tenant, acting in its capacity as the architect for the Tenant's Work, on American Institute of Architect's Form G-703;

(v)           Originals of partial waivers of lien from each of Tenant's Contractors and all materialmen and vendors requesting payment covering such requested payment; and

(vi)           Evidence reasonably satisfactory to Landlord that Tenant has paid or will pay, simultaneous with payment by Landlord, Tenant's proportionate share of the costs of the Tenant's Work.

Provided that the foregoing deliveries have been made, and so long as Tenant is not then in default hereunder or under the Lease, Landlord shall disburse portions of the Allowance in the amount of the requested disbursement no later than thirty (30) days after each such request therefor.

(c)           Landlord may make payments of the Allowance through a construction escrow established with Landlord's title insurance company pursuant to which escrow said title company shall examine the sworn statements and lien waivers provided by Tenant and Tenant's Contractors and, if so required by Landlord, insure against mechanic lien claims for work done through the date of Tenant's Contractors' most recent request for payment, in which case Tenant agrees to comply with the reasonable terms and conditions of such construction escrow. The escrowee's charges therefor shall be deemed part of the costs of the Tenant's Work. Notwithstanding anything to the contrary contained herein or in the Lease, in the event Landlord makes payments of the Allowance through a construction escrow as provided in this paragraph, Tenant's Contractors may, at their own expense, arrange to provide "trailing" waivers (lien waivers which are dated up to thirty (30) days earlier than the contractor's request for payment) if Landlord's lender so permits and Landlord's title insurance company nevertheless provides the insurance called for by this paragraph.

(d)           Within thirty (30) days after final completion and installation of the Tenant's Work, Tenant shall submit to Landlord a detailed breakdown of the total amount of the costs of the Tenant's Work, together with final waivers of liens, contractors' affidavits, and architects' certificates in such form as may be reasonably required by Landlord, Landlord's title insurance company and Landlord's lender, if any, from all parties performing labor or supplying materials or services in connection with the Tenant's Work, showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building.

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(e)           Landlord has no obligation to disburse any portion of the Allowance during any period when Tenant is in default hereunder or under the Lease. Disbursement of any portion of the Allowance shall not be deemed a waiver of Tenant's obligation to comply with such provisions. Tenant shall be responsible for the appropriateness and completeness of the contractors' affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any of the foregoing.

(f)           Landlord shall have the right to withhold a 10% retainage from the Allowance until final disbursement of the Allowance is due hereunder (subject, however, to the terms of Paragraph 7(k) above). Landlord shall make final disbursement of the Allowance, upon Tenant's satisfaction of the terms of Paragraphs 9(b) and 9(d) above and Tenant's final request for payment (which request shall be made no earlier than the Additional Premises Commencement Date) and certification that the entire Tenant's Work has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be made within thirty (30) days after presentation by Tenant to Landlord of request for payment and appropriate and complete contractor's affidavits and waivers of lien showing that the work covered thereby has been performed in the Premises.

(g)           In the event that the cost of Tenant's Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant shall be entitled to receive such difference either in cash or as a credit against Monthly Additional Premises Base Rent for the Additional Premises next coming due under the Lease (with such choice being made at Tenant's sole election); provided that Tenant shall not be so entitled to any portion of such difference exceeding the unused portion of the "Available Soft Cost Contribution" (i.e., meaning that portion of the Available Soft Cost Contribution not otherwise used to fund "soft" costs as described in Paragraph 9(a) above).

10.        MISCELLANEOUS.

(a)           Except as herein expressly set forth or in the Lease, Landlord has no agreement with Tenant and has no obligation to do any work with respect to the Premises.

(b)           Time is of the essence under this Workletter.

(c)           Any person signing this Workletter on behalf of Landlord and Tenant warrants and represents he has authority to do so.

(d)           If Tenant fails to make any payment relating to the Tenant's Work as required hereunder, Landlord, at its option, may complete the Tenant's Work pursuant to the approved Plans and continue to hold Tenant liable for the costs thereof and all other costs due to Landlord. Tenant's failure to pay any amounts owed by Tenant hereunder when due, which failure continues for ten (10) business days after written notice to

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Tenant of such failure, or Tenant's failure to perform any other obligations hereunder, which failure continues for fifteen (15) business days after written notice to Tenant of such failure (which 15-business day period shall be extended for the time reasonably required to complete such cure, not to exceed, in any event, an additional seventy-five (75) day period, if such failure cannot reasonably be cured within said 15-business day period and Tenant commences to cure such failure within said 15-business day period and thereafter diligently and continuously proceeds to cure such failure), shall, in each such case, also constitute a Default under the Lease and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of any amounts owed thereunder or failure by Tenant to perform its obligations thereunder.

(e)           Notices under this Workletter shall be given in the same manner as under the Lease.

(f)           The liability of Landlord hereunder or under any amendment hereto or any instrument or document executed in connection herewith shall be limited as provided in Section 26.08 of the Lease.

(g)           The headings set forth herein are for convenience only.

(h)           This Workletter and the Lease sets forth the entire agreement of Tenant and Landlord regarding the Tenant's Work. This Workletter may only be amended if in writing, duly executed by both Landlord and Tenant.

(i)           Tenant shall act as architect (sometimes referred to herein as "Tenant's Architect") for purposes of preparing the architectural portions of the Plans for the Tenant's Work and Tenant shall also act as engineer (sometimes referred to herein as "Tenant's Engineer") for purposes of preparing the mechanical, plumbing, electrical, fire protection and life safety portions of the Plans.

(j)           Except for the Premises being leased under the Second Amendment, this Agreement shall not be deemed applicable to any additional space added to the leased premises under the Lease at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the leased premises under the Lease or any additions thereto in the event of a renewal or extension of the original term of the Lease, whether by any options under the Lease or otherwise, except as expressly provided in any amendment or supplement to the Lease.

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11.         DESIGNATED REPRESENTATIVES; COOPERATION.

(a)           Landlord and Tenant shall each appoint one qualified and readily available representative with the authority to give and receive notices, other materials and information relating to the Tenant's Work, and approvals under this Agreement. Initially, Landlord's representative shall be Suzanne Hendrick, whose address is Hines Interests Limited Partnership, 303 East Wacker Drive, Chicago, Illinois 60601 and whose telephone number is (312) 819-3770, and Tenant's representative shall be Michael R. Kolloway, whose address is c/o Consoer Townsend Envirodyne Engineers, Inc., 303 East Wacker Drive, Suite 600, Chicago, Illinois 60601 and whose telephone number is (312) 861-4123.

(b)           Tenant and Landlord agree to make their respective architects and engineers available to the other to answer questions and provide clarifications and additional information as is reasonable for the timely progress and completion of the Tenant's Work.

[END OF WORKLETTER - ATTACHMENTS FOLLOW]

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ATTACHMENT 1(a) TO WORKLETTER

APPROVED GENERAL CONTRACTORS

1. Clune Construction

2. Interior Construction Group

3. Krahl Construction

4. Turner Construction

1(a)-1 

ATTACHMENT 1(b) TO WORKLETTER

APPROVED BUILDING SYSTEM CONTRACTORS

[Attached]

1(b)-1   

303 East Wacker

PRE-APPROVED SUB-CONTRACTOR LIST

Electrical:
Shamrock Electric Co,	P.E.I., Inc.
566W. Adams	6859W. 176th Street
Suite 404	Tinley Park,IL 60477
Chicago, IL60606	phone:    (708)633-0459
phone:    (312)876-2970	fax:        (708)633-0534
fax:(312)876-3908	contact:  MikeChambers
contact:  LeeMattson, VP
Mechanical:
Hayward,Inc.	F. E. Moran Inc.
109S. Wood Dale Road	2265Carlson drive
Suite 706	Northbrook, IL, 60062-6797
Wood Dale, IL 60191	phone:    (847) 498-4800
phone:    (312)251-0506	fax:        (847) 498-9091
fax:        (847) 671-1689	contact:  Jeff Knoble
contact:  Tom Salamoun
Mechanical - Controls	Mechanical - Balancing
Siemens Building Technologies Inc.	Aero Testing and Balancing Systems Inc.
LandisDivision	2225W. Hubbard Street
580Slawin Court	Chicago, IL 60612
Mount Prospect, IL 60056	phone:    (312) 666-3097
phone:    (847) 803-2700	fax:        (312) 226-4050
fax:        (847) 375-0907	contact:  John Vitkovic
contact:  Barry Ocello
Plumbing:
Great Lakes Plumbing & Heating Co.	Fettes, Love & Sieben
4521 West Diversey Avenue	4325 N.Lincoln Avenue
Chicago, IL 60639	Chicago, IL 60618
phone:    (773) 489-0040	phone:    (312) 935-7260
fax:        (773) 489-1492	fax:        (312) 935-9395
contact:  Ben Seno	contact:  Hugh Ludwig

Fire Protection – Sprinklers:
Great Lakes Plumbing & Heating Co.
4521West Diversey Avenue
Chicago, L 60639
phone:    (773) 489-8121
fax:        (773) 489-8152
contact:  Jim Smoll
Fire Protection Controls
Siemens Building Technologies, Inc.	Contech MSI Co.
Siemens Cerberus Division	Fire Detection & Signaling System
8340 S.Madison Street, #10	5200Newport Drive
Burr Ridge, IL 60521	Rolling Meadows, IL 60008
phone:    (630) 325-9120	phone:    (847) 342-9932
fax:        (630) 325-9155	fax:        (847) 342-9937
contact:  Daniel P. Finnegan	contact:  Bob Forss
Carpeting/Flooring:
Flooring Resources Corporation	Peerless RugCompany
600 PrattBoulevard	3033North Lincoln Avenue
ElkGrove Village, IL 60007	Chicago, IL 60657
phone:    (847) 640-2404	phone:    (773) 525-9034
fax:        (847) 640-9631	fax:        (773) 525-4055
contact:  Keith W. Krueger	contact:  HalNagel

Carpentor

McNulty Bros. Company

2009 SouthLumber Street

Chicago,IL 60616

Phone:   (312) 850-6400

fax:        (312) 850-2965

contact:  Duane J. Feldner

Harware/Locks

Suburban Door Check& Lock Service, Inc.

415 West Ogden Avenue

Westmont, IL 60559

Phone:   (630) 968-4727

fax:        (630) 968-5443

contact:  Dean Meyers or Bill Knotek

Structural Engineer

Bowman, Barrett& Associates, Inc.

130 East Randolph Street

Suite 2650

Chicago, IL 60601

phone:    (312) 228-0100

fax:        (312) 228-0706

contact:  Jason Loo

Telecommunications:

Infrastructure Management Company

100 S. Wacker Drive

Suite 1710

Chicago, IL 60606

phone:    (312) 423-7700

fax:        (312) 423-7800

contact:  PatrickCurtin

ATTACHMENT 2 TO WORKLETTER

MINIMUM INFORMATION FOR PLANS

Plans and specifications (including architectural, engineering and structural, as applicable, working drawings) required for the supply, installation and finishing of the Tenant's Work and including, without limitation: finish schedule; material submittals; graphics and signage; interior and demising partitions; doors, frames and hardware; ceilings; wiring; lights and switches; telephone and electrical outlets; floor coverings; wall coverings; all millwork and built-ins; appliances; plumbing fixtures; refrigeration equipment; and other equipment, equipment connections and facilities attached to and forming a part of the Building.

EXHIBIT C

REQUIRED TENANT'S WORK

Sprinkler work at the Additional Premises as required by City of Chicago code.

C-1 

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE ("Amendment") is made effective as of the 1stday of October, 1999by and between 303 WACKER REALTY L.L.C., a Delaware limited liability company (hereinafter referred to as "Landlord"), and CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC., a Delaware corporation (hereinafter referred to as "Tenant").

RECITALS

A.           Landlord (as successor-in-interest to the original named landlord), as landlord, and Tenant are parties to that certain Office Lease dated January 1, 1996(the "Original Lease"), which Original Lease includes as a part thereof that certain Commencement Date Agreement dated January 1,1996(i.e., being Rider 1)and Rider 2("Rider 2") (said Original Lease, as amended hereby and as further amended from time to time, the "Lease"), whereby Tenant leases certain premises ("Premises") stipulated to contain 56,520square feet situated on the 5thand 6thfloors of the Building commonly known as 303East Wacker Drive, Chicago, Illinois; and

B.Landlord and Tenant desire to amend the Lease with respect to certain expansion rights and storage space rights set forth in the Lease and for other matters hereinafter described.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.           Incorporation of Recitals and Exhibits. The foregoing Recitals and the Exhibit attached to this Amendment are, by this reference, hereby incorporated herein as if the same had been fully set forth in this Amendment.

2.           Defined Terms. All capitalized and other terms used but not otherwise defined in this Amendment shall have the same meaning as set forth in the Lease.

3.           Storage Space. The parties acknowledge that, pursuant to Section 9of Rider 2,Tenant is currently leasing certain Storage Space located on the 29th Floor of the Building and stipulated to contain 1,800square feet of Rentable Area (which Storage Space is being leased in lieu of the initial Storage Space located on the concourse level of the Building as originally provided in said Section 9).Notwithstanding anything contained in said Section 9of Rider 2to the contrary, it is hereby agreed as follows:

(a)           Pursuant to Section 9of Rider 2to the Lease, Tenant hereby notifies Landlord, and the parties hereby agree, that Tenant shall continue to lease the above described Storage Space during the entire Term of the Lease, upon all of the terms and

conditions as set forth in Section 9 of Rider 2 to the Lease (as said Section is amended by this Section 3),including, without limitation, Landlord's right to relocate such Storage Space as provided in subsection C of said Section 9;

(b)           Commencing on the date hereof and continuing for the balance of the Term of the Lease, Tenant shall pay additional rent for the Storage Space at the annual rate of $23,000.00 for the balance of calendar year 1999 (prorated for that portion of 1999 that Tenant so leases the Storage Space) and calendar year 2000, with a compounding increase of 3% per calendar year (or portion thereof) for each year (or portion thereof) thereafter occurring within the Term of the Lease; and

(c)           Tenant hereby acknowledges that it has accepted the foregoing Storage Space, and that it shall continue to lease the same, in its "as-is" condition existing as of the date hereof.

4.           First Expansion Option. Section 4 of Rider 2 is hereby deleted from the Lease in its entirety and the following provision is hereby inserted in lieu thereof:

"4. First Expansion Option.

A. Subject to the provisions of this Section 4, Tenant shall have the option (the "First Expansion Option") to lease an area (the "First Expansion Space") of the Building consisting of a portion of the space identified on Exhibit G to this Lease, which First Expansion Space shall be comprised of no less than 6,300 rentable square feet and no more than 11,000 rentable square feet (provided that the exact size and location of the First Expansion Space shall be determined by Landlord in its sole and absolute discretion), if:

1.           Landlord receives notice (the "First Expansion Notice") from Tenant of its exercise of its First Expansion Option no later than September 30, 2000 (which notice shall be irrevocable on Tenant's part, but Tenant's rights shall be subject to the provisions of this Section 4); and

2.           at the time Tenant delivers the First Expansion Notice:

a.           a Default under this Lease has not occurred and is then continuing; and

b.           the original named Tenant herein or its Affiliates continues to occupy at least one full floor of the Building pursuant to this Lease; and

c.           Tenant has not exercised its Acceleration Option in accordance with Section 2 of this Rider 2; and

2

3.           the First Expansion Space is intended for the exclusive use of Tenant and its Affiliates during the Term.

B.           During the Term of the Lease, Tenant shall pay Monthly Base Rent for the First Expansion Space at the "Prevailing Market for the Expansion Space" (as defined in subsection I below) and Rent Adjustment for the First Expansion Space.

C.           Within a reasonable time after receipt of the First Expansion Notice, Landlord shall prepare an amendment (the "First Expansion Amendment") to reflect the size and location of the First Expansion Space, commencement date (the "First Expansion Commencement Date") of the term for the First Expansion Space (which shall be a date determined in Landlord's sole and absolute discretion, provided that said First Expansion Commencement Date shall be no earlier than October 1, 2001 and no later than September 30, 2003) and the changes in Monthly Base Rent, Rentable Area of the Premises, Tenant's Share, Acceleration Amounts (under Section 2 of this Rider 2 above), and other appropriate terms on account of the addition of the First Expansion Space to the Premises. The First Expansion Amendment shall be executed by Tenant and returned to Landlord within ten (10) days after its submission to Tenant.

D.           Effective on the First Expansion Commencement Date, the First Expansion Space shall be deemed added to the Premises subject to all the terms and conditions of the Lease, except as otherwise provided in this Section 4 and except that no allowances, credits, abatements or other rent limitations set forth in the Lease shall apply to the First Expansion Space except to the extent included in the Prevailing Market for the Expansion Space.

E.           The First Expansion Space shall be tendered to and accepted by Tenant in its "as-is" condition and "as-built" configuration existing on the earlier of the date Tenant takes possession of the First Expansion Space or as of the First Expansion Commencement Date.

F.           If Tenant exercises its rights hereunder by sending the First Expansion Notice as provided in subsection A.1, Tenant's rights hereunder shall, at Landlord's sole option, nevertheless terminate if, after Tenant's delivery of the First Expansion Notice but prior to the commencing of the term for the First Expansion Space, Tenant commits a default under the Lease, or assigns the Lease (other than to an Affiliate), or the original named Tenant herein or its Affiliates cease to occupy at least one full floor of the Building pursuant to this Lease or Tenant exercises its Acceleration Option pursuant to Section 2.

G.           Tenant agrees that time is of the essence in connection with the valid exercise of its rights hereunder.

3

H.           The rights of Tenant under this Section 4 are personal to the original Tenant named in this Lease and its Affiliates and are not assignable to any other person or entity.

I.           For purposes of this Section 4, "Prevailing Market for the Expansion Space" means the monthly base rent and electricity charges which are being offered or which would be offered by Landlord and other landlords of comparable downtown Chicago highrise office buildings to bona fide prospective tenants with a reputation and financial condition similar to Tenant's at that time, for leases with a term commencing at or about the First Expansion Commencement Date and continuing for the period of the lease of the space in question for comparable office space and improvements therein, taking into account concessions which are or would be offered in such circumstances. If Landlord and Tenant are unable to agree as to what the Prevailing Market for the Expansion Space is for the balance of the Term with thirty (30) days after Landlord's receipt of the First Expansion Notice, the Prevailing Market for the Expansion Space for the balance of the Term shall be determined as follows:

Within ten (10) days after Landlord and Tenant determine that they cannot reach an agreement as to Prevailing Market for the Expansion Space as provided above, Landlord and Tenant, at their respective expense, shall each cause an independent MAI appraiser with not less than ten years of experience in the downtown Chicago market and then actively engaged in the real estate appraisal business in such area to determine the Prevailing Market for the Expansion Space on a basis consistent with the terms of this Lease, said determination to be made within thirty (30) days of their appointment by Landlord and Tenant, respectively. In the event that the determination differs by less than ten percent (l0%), the Prevailing Market for the Expansion Space shall be the average of the two. In the event that the determination differs by more than ten percent (l0%), then the two appraisers shall select a third independent MAI appraiser with the aforesaid qualifications within fifteen (15) days, the fees and expenses of which third appraiser shall be paid fifty percent (50%) by Landlord and fifty percent (50%) by Tenant. If the two appraisers cannot agree upon a third appraiser within said fifteen (15)-day period, then either Landlord or Tenant may request that one be appointed by the local office of the American Arbitration Association. Said third appraiser shall, within fifteen days of his selection (or appointment, as applicable), designate which of the two determinations made by said MAI appraisers selected by Landlord and Tenant most accurately reflects Prevailing Market for the Expansion Space. The determination made in accordance with the foregoing shall be final and binding on Landlord and Tenant."

5.           Exhibit G. The parties hereby agree that Exhibit A to this Amendment shall be deemed to be Exhibit G to the Original Lease.

4

6.           Second Expansion Option. Section 5 of Rider 2 attached to and incorporated as part of the Lease (i.e., being entitled "Second Expansion Option") is hereby deleted in its entirety from the Lease and shall be deemed null and void.

7.           Real Estate Brokers. Tenant represents and warrants that Tenant has not dealt with any brokers in connection with this Amendment. Tenant agrees to indemnify and hold Landlord, its partners, its members, the managing agent and the leasing agent of the Building harmless from all losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from any claims or demands of any broker or brokers or finders with whom Tenant dealt for any commission alleged to be due such broker or brokers or finders in connection with this Amendment.

8.           Notice. Landlord's notice address as described in Article Twenty-Four of the Original Lease is hereby deleted and the following is substituted therefor:

Notices to Landlord shall be addressed to:

303 Wacker Realty L.L.C.

c/o Hines

303 East Wacker Drive

Chicago, Illinois 60601

Attention: Property Manager

with an additional copy to:

Hines Interests Limited Partnership

70 West Madison Street

Suite 440

Chicago, Illinois 60602

Attention:  C. Kevin Shannahan

and to:

303 Wacker Realty L.L.C.

c/o J.P. Morgan Investment Management Inc.

522 Fifth Avenue

New York, New York 10036

Attention:  Ann E. Cole

5

9.           Exculpatory Provisions. The following additional language is hereby added to the end of Section 26.08 of the Original Lease:

Without limitation of the foregoing terms of this Section 26.08, it is hereby understood and agreed that the liability of any Landlord under this Lease or any amendment to this Lease, or any instrument or document executed in connection with this Lease, shall be limited to and enforceable solely against the assets of such Landlord constituting an interest in the Building and not any other assets of such Landlord. Assets of a Landlord which is a partnership or limited liability company do not include the assets of the partners or members of such Landlord, and any negative capital account of a partner or member in a partnership or limited liability company which is a Landlord, and any obligation of a partner or member to contribute capital to the partnership or limited liability company which is Landlord, shall not be deemed to be assets of the partnership or limited liability company which is the Landlord. No directors, officers, employees, managers, members, partners or shareholders of any corporation, partnership or limited liability company which is Landlord shall have any personal liability arising from or in connection with this Lease (as the same may be amended from time to time).

10.           Inapplicable Provisions. The parties hereby acknowledge and agree that the terms of (i) the Workletter Agreement attached and Exhibit B to the Original Lease shall not be applicable to any space other than the initial Premises leased under the Original Lease, and (ii) Section 8 of Rider 2 (i.e., such Section 8 being entitled "Available Space Option"), are no longer applicable.

11.           Entire Agreement. The entire agreement between Landlord and Tenant is set forth in this Amendment and in the Lease (as amended hereby). No prior agreement or understanding with respect to the Lease and this Amendment shall be valid or of any force or effect.

12.           Lease in Full Force and Effect. Except as herein provided, all of the terms and provisions of the Lease shall remain in full force and effect, and are hereby ratified and confirmed. Without limitation of the foregoing, Section 26.08 of the Lease (as amended hereby) shall apply to this Amendment and to the Lease (as amended hereby).

[SIGNATURES ON FOLLOWING PAGE]

6

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year hereinabove set forth.

TENANT:	LANDLORD:
CONSOER TOWNSEND	303 WACKER REALTY L.L.C., a
ENVIRODYNE ENGINEERS, INC.,	Delaware limited liability company
a Delaware corporation
	By:	Hines Three Illinois Center Associates
		Limited Partnership, its managing member
By:  /s/ Robert H. Fischer
Name: Robert H. Fischer		By: Hines Three Illinois Center L.L.C.,
Title: President		a general partner
		By: Hines Interests Limited
ATTEST:		Partnership, a member
		By: Hines Holding, Inc.,
By:  /s/ Michael R. Kalloway		its general partner
Name: Michael R. Kalloway
Title: Secretary
		By: /s/ C. Kevin Shannahan
		Name: C. Kevin Shannahan
		Title:    Executive Vice President

7

Exhibit A

303 East Wacker Drive, Chicago, IL

FLOOR
28	Not included in Possible Expansion Space
27	Not included in Possible Expansion Space
26	Not included in Possible Expansion Space
25	Not included in Possible Expansion Space
24	Not included in Possible Expansion Space
23	Not included in Possible Expansion Space
22	Not included in Possible Expansion Space
21	Not included in Possible Expansion Space
20	Not included in Possible Expansion Space
19	Not included in Possible Expansion Space
18	Not included in Possible Expansion Space
17	Not included in Possible Expansion Space
16	Not included in Possible Expansion Space
15	Not included in Possible Expansion Space
14	Not included in Possible Expansion Space
13	Not included in Possible Expansion Space
12	Not included in Possible Expansion Space
11	Possible Expansion Space
10	Possible Expansion Space
9	Possible Expansion Space
8	Possible Expansion Space
7	Possible Expansion Space
6	Possible Expansion Space
5	Possible Expansion Space
4	Possible Expansion Space
3	Possible Expansion Space
2	Possible Expansion Space
Lobby	Not included in Possible Expansion Space
Concourse	Not included in Possible Expansion Space

OFFICE LEASE

BETWEEN

METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD)

AND

CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC.,

a Delaware corporation (TENANT)

DATED: January 1, 1996

TABLE OF CONTENTS

PAGE

ARTICLE ONE – BASIC LEASE PROVISIONS	1
1.01 BASIC LEASE PROVISIONS	1
1.02 ENUMERATION OF EXHIBITS	2
1.03 DEFINITIONS	2
ARTICLE TWO – PREMISES, TERM AND FAILURE TO GIVE POSSESSION	8
2.01 LEASE OF PREMISES	8
2.02 TERM	8
2.03 FAILURE TO GIVE POSSESSION	8
2.04 AREA OF PREMISES	9
2.05 CONDITION OF PREMISES	9
ARTICLE THREE – RENT	9
ARTICLE FOUR – RENT ADJUSTMENTS AND PAYMENTS	10
4.01 RENT ADJUSTMENTS	10
4.02 STATEMENT OF LANDLORD	10
4.03 BOOKS AND RECORDS	11
4.04 PARTIAL OCCUPANCY	12
ARTICLE FIVE – INTENTIONALLY OMITTED	13
ARTICLE SIX – SERVICES	13
6.01 LANDLORD’S GENERAL SERVICES	13
6.02 ELECTRICAL SERVICES	14
6.03 ADDITIONAL AND AFTER-HOUR SERVICES	15
6.04 PHONE SERVICES	15
6.05 DELAYS IN FURNISHING SERVICES	16
ARTICLE SEVEN – POSSESSION, USE AND CONDITION OF PREMISES	17
7.01 POSSESSION AND USE OF PREMISES	17
7.02 LANDLORD ACCESS TO PREMISES	18
7.03 QUIET ENJOYMENT	19
ARTICLE EIGHT – MAINTENANCE	20
8.01 LANDLORD’S MAINTENANCE	20
8.02 TENANT’S MAINTENANCE	20
ARTICLE NINE – ALTERATIONS AND IMPROVEMENTS	21
9.01 TENANT’S ALTERATIONS	21

i

9.02 LIENS	23
ARTICLE TEN – ASSIGNMENT AND SUBLETTING	23
10.01 ASSIGNMENT AND SUBLETTING	23
10.02 RECAPTURE	25
10.03 EXCESS RENT	25
10.04 TENANT LIABILITY	26
10.05 ASSUMPTION AND ATTORNMENT	26
ARTICLE ELEVEN – DEFAULT AND REMEDIES	27
11.01 EVENTS OF DEFAULT	27
11.02 LANDLORD’S REMEDIES	28
11.03 ATTORNEY’S FEES	29
11.04 BANKRUPTCY	29
ARTICLE TWELVE – SURRENDER OF PREMISES	31
12.01 IN GENERAL	31
12.02 LANDLORD’S RIGHTS	32
ARTICLE THIRTEEN – HOLDING OVER	32
ARTICLE FOURTEEN – DAMAGE BY FIRE OR OTHER CASUALTY	32
14.01 SUBSTANTIAL UNTENANTABILITY	33
14.02 INSUBSTANTIAL UNTENANTABILITY	34
14.03 RENT ABATEMENT	34
ARTICLE FIFTEEN – EMINENT DOMAIN	34
15.01 TAKING OF WHOLE OR SUBSTANTIAL PART	34
15.02 TAKING OF PART	35
15.03 COMPENSATION	35
ARTICLE SIXTEEN – INSURANCE	36
16.01 TENANT’S INSURANCE	36
16.02 FORM OF POLICIES	36
16.03 LANDLORD’S INSURANCE	37
16.04 WAIVER OF SUBROGATION	37
16.05 NOTICE OF CASUALTY	39
ARTICLE SEVENTEEN – WAIVER OF CLAIMS AND INDEMNITY	39
17.01 WAIVER OF CLAIMS	39
17.02 INDEMNITY BY TENANT	40
ARTICLE EIGHTEEN – RULES AND REGULATIONS	40
18.01 RULES	40

ii

18.02 ENFORCEMENT	40
ARTICLE NINETEEN – LANDLORD’S RESERVED RIGHTS	41
ARTICLE TWENTY – ESTOPPEL CERTIFICATE	42
20.01 IN GENERAL	42
20.02 ENFORCEMENT	42
ARTICLE TWENTY-ONE – RELOCATION OF TENANT	42
ARTICLE TWENTY-TWO – REAL ESTATE BROKERS	43
ARTICLE TWENTY-THREE – MORTGAGEE PROTECTION	44
23.01 SUBORDINATION AND ATTORNMENT	44
23.02 MORTGAGEE PROTECTION	44
ARTICLE TWENTY-FOUR – NOTICES	45
ARTICLE TWENTY-FIVE – INTENTIONALLY OMITTED	46
ARTICLE TWENTY-SIX – MISCELLANEOUS	46
26.01 LATE CHARGES	46
26.02 WAIVER OF JURY TRIAL	47
26.03 DEFAULT UNDER OTHER LEASE	47
26.04 OPTION	47
26.05 TENANT AUTHORITY	47
26.06 ENTIRE AGREEMENT	47
26.07 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE	48
26.08 EXCULPATION	48
26.09 ACCORD AND SATISFACTION	48
26.10 LANDLORD’S OBLIGATIONS ON SALE OF BUILDING	48
26.11 BINDING EFFECT	49
26.12 CAPTIONS	49
26.13 APPLICABLE LAW	49
26.14 ABANDONMENT	49
26.15 LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES	49
26.16 RIDERS AND EXHIBITS	50

Exhibits and Rider

EXHIBIT A.      Plan of Premises

EXHIBIT B.      Workletter Agreement

EXHIBIT C.      Building Specifications

EXHIBIT D.      Rules and Regulations

EXHIBIT E.       Intentionally Deleted

iii

EXHIBIT F.       Cleaning Specifications

RIDER 1.           Commencement Date Agreement

RIDER 2.           Additional Provisions

iv

OFFICE LEASE

ARTICLE ONE

BASIC LEASE PROVISIONS

1.01 BASIC LEASE PROVISIONS - In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control.

(1)        BUILDING AND ADDRESS:

303 East Wacker Drive

Chicago, Illinois  60601-5210

(2)        LANDLORD AND ADDRESS:

METROPOLITAN LIFE INSURANCE COMPANY

c/o MS Management Services

303 East Wacker Drive - Concourse Level

Chicago, Illinois  60601-5212

(3)        TENANT AND CURRENT ADDRESS:

CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC.

(4)        DATE OF LEASE:  January 1, 1996

(5)        LEASE TERM:  ten (10) years

(6)        PROJECTED COMMENCEMENT DATE:  October 1, 1996

(7)        PROJECTED EXPIRATION DATE: 120 months after the Commencement Date

(8)        MONTHLY BASE RENT:

(a)           For the Premises:

Period	Monthly	Annually	Rate/SF
Months 1-3	$56,944.73	$683,336.76	$12.09
Months 4-15	58,417.35	701,008.20	12.40
Months 16-27	59,962.39	719,548.68	12.73
Months 28-39	61,555.71	738,668.52	13.07
Months 40-43	63,221.46	758,657.52	13.42
Months 44-60	55,980.99	671,771.88	11.89
Months 61-67	61,977.19	743,726.28	13.16
Months 68-120	64,688.44	776,261.28	13.73

(9)          RENTABLE AREA OF THE BUILDING: 770,130 square feet

(10)        RENTABLE AREA OF THE PREMISES: 56,520 square feet consisting of 32,535 square feet on the 5th and 6th floors (“Current Premises”) and 23,985 square feet on the 5th floor

1

(“New Premises”), as shown on Exhibit A. The Current Premises and New Premises are sometimes referred to collectively as the “Entire Premises”. Except as otherwise set forth herein, all references herein to the “Premises” shall mean the Entire Premises.

(11)         SECURITY DEPOSIT:  None.

(12)         SUITE NUMBER OF PREMISES:  Suites 500 and 600

(13)         TENANT’S SHARE: 7.339% for the Entire Premises, consisting of 4.225% for the Current Premises and 3.114% for the New Premises.

(14)         TENANT’S USE OF PREMISES: General office use

1.02           ENUMERATION OF EXHIBITS

The exhibits set forth below and attached to this Lease are incorporated in this Lease by this reference:

EXHIBIT A.	Plan of Premises
EXHIBIT B.	Workletter Agreement
EXHIBIT C.	Building Specifications
EXHIBIT D.	Rules and Regulations
EXHIBIT E.	Form of Letter of Credit
EXHIBIT F.	Cleaning Specifications
RIDER 1.	Commencement Date Agreement
RIDER 2.	Additional Provisions

1.03           DEFINITIONS

For purposes hereof, the following terms shall have the following meanings:

(1)           AFFILIATE: Any corporation or other business entity which is currently owned or controlled by, owns or controls, or is under common ownership or control with Tenant. The term “control” means for this purpose the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through the ownership of voting securities, by contractor or otherwise. For this purpose, “ownership” shall mean ownership of at least fifty percent (50%) of all voting securities of an entity, or if greater, ownership of sufficient voting securities to be able to cast at least fifty percent (50%) of all votes on major decisions which are subject to such votes.

2

(2)           ADJUSTMENT YEAR: The calendar year or any portion thereof after the Commencement Date of this Lease for which a Rent Adjustment computation is being made.

(3)           BUILDING: The office building located at 303 East Wacker Drive, Chicago, Illinois.

(4)           COMMENCEMENT DATE: The date specified in Section 1.01(6) as the Projected Commencement Date, unless changed by operation of Article Two.

(5)           COMMON AREAS: All areas of the Real Property made available by Landlord from time to time for the general common use or benefit of the tenants of the Building, and their employees and invitees, or the public, as such areas currently exist and as they may be changed from time to time.

(6)           DECORATION: Tenant Alterations which do not require a building permit and which do not involve any of the structural elements of the Building, or any of the Building’s systems, including, without limitation, its electrical, mechanical, plumbing and security and life/safety systems.

(7)           DEFAULT RATE: Two percent (2%) above the rate then most recently announced by American National Bank and Trust Company of Chicago as its corporate base lending rate, from time to time announced, but in no event higher than the maximum rate permitted by law.

(8)           ENVIRONMENTAL LAWS: Any Law governing the use, storage, disposal or generation of any Hazardous Material, including without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended and the Resource Conservation and Recovery Act of 1976, as amended.

(9)           EXPIRATION DATE: The date specified in Section 1.01 (7) unless changed by operation of Article Two.

(10)           FORCE MAJEURE: Any accident, casualty, act of God, war or civil commotion, strike or labor troubles, or any cause whatsoever beyond the reasonable control of Landlord, including, but not limited to, energy shortages or governmental preemption in connection with a national emergency, or by reason of government laws or any rule, order or regulation of any department or subdivision thereof or any governmental agency, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

3

(11)           HAZARDOUS MATERIAL: Such substances, material and wastes which are or become regulated under any Environmental Law; or which are classified as hazardous or toxic under any Environmental Law; and explosives and firearms, radioactive material, asbestos, and polychlorinated biphenyl’s.

(12)           INDEMNITEES: Collectively, Landlord, any Mortgagee or ground lessor of the Property, the property manager and the leasing manager for the Property and their respective partners, directors, officers, agents and employees.

(13)           LAND: The parcels of real estate on which the Building is located.

(14)           INTENTIONALLY OMITTED

(15)           LAWS: All laws, ordinances, rules, regulations and other requirements adopted by any governmental body, or agency or department having jurisdiction over the Property, the Premises or Tenant’s activities at the Premises and any covenants, conditions or restrictions of record which affect the Property.

(16)           LEASE: This instrument and all exhibits and riders attached hereto, as may be amended from time to time.

(17)           LEASE YEAR: The twelve month period beginning on the first day of the first month following the Commencement Date (unless the Commencement Date is the first day of a calendar month in which case beginning on the Commencement Date), and each subsequent twelve month, or shorter, period until the Expiration Date.

(18)            MONTHLY BASE RENT: The monthly rent specified in Section 1.01 (8).

(19)           MORTGAGEE: Any holder of a mortgage, deed of trust or other security instrument encumbering the Property.

(20)           NATIONAL HOLIDAYS: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and other holidays recognized by the Landlord and the janitorial and other unions servicing the Building in accordance with their contracts.

(21)           OPERATING EXPENSES: All costs, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the ownership, management, operation, maintenance, replacement and repair of the Property (including the amortized portion of any

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capital expenditure or improvement, together with interest thereon). Operating Expenses shall not include, (i) costs of alterations and decorations of the premises of tenants of the Building, (ii) costs of capital improvements to the Building (except for amortized portion of capital improvements (together with interest thereon) installed for the purpose of reducing or controlling Operating Expenses or complying with applicable Laws), (iii) depreciation charges, (iv) interest and principal payments on loans (except for loans for capital improvements which Landlord is allowed to include in Operating Expenses as provided above), (v) ground rental payments, (vi) real estate brokerage and leasing commissions, (vii) advertising and marketing expenses, (viii) expenses incurred in negotiating leases of other tenants in the Building or enforcing lease obligations of other tenants in the Building, (ix) Landlord’s or Landlord’s property manager’s corporate general overhead or corporate general administrative expenses, (x) the cost of electrical energy furnished directly to tenants of the Property and paid for by such tenants directly to the provider of such electrical energy, (xi) salaries or fringe benefits of personnel above the grade of Building Manager, (xii) the cost of any items to the extent to which such cost is reimbursed to Landlord by tenants of the Property (other than by virtue of the pass-throughs of “Operating Expenses” to tenants of the Building), insurance or condemnation proceeds or third parties, (xiii) costs incurred in connection with the making of repairs which are the obligation of another tenant of the Building, and (xiv) costs incurred by Landlord as a result of Landlord’s breach of this Lease or any other lease with a tenant of the Property. If any Operating 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.

(22)           PREMISES: The space located in the Building described in Section 1.01(10) and depicted on Exhibit A attached hereto.

(23)           PROPERTY: The Building, the Land, any other improvements located on the Land, including, without limitation, any parking structures and the personal property, fixtures, machinery, equipment, systems and apparatus located in or used in conjunction with and of the foregoing.

(24)           REAL PROPERTY: The Property excluding any personal property.

(25)           RENT: Collectively, Monthly Base Rent, Rent Adjustments and Rent Adjustment Deposits, and all other charges, payments,

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late fees or other amounts required to be paid by Tenant under this Lease.

(26)           RENTABLE AREA OF THE BUILDING: 770,130 square feet, which represents the sum of the rentable area of all office space in Building.

(27)           RENTABLE AREA OF THE PREMISES: The amount of square footage set forth in 1.01(9).

(28)           RENT ADJUSTMENT: Any amounts owed by Tenant for payment of Operating Expenses or Taxes. The Rent Adjustments shall be determined and paid as provided in Article Four.

(29)           RENT ADJUSTMENT DEPOSIT: An amount equal to the Rent Adjustments attributable to each month within the latest Adjustment Year for which the Rent Adjustment has been determined. Landlord shall estimate the Rent Adjustment Deposit for the remainder of the first calendar year of this Lease based on the Taxes and Operating Expenses of the Property.

(30)           SECURITY DEPOSIT: The funds specified in Section 1.01(11), if any, deposited by Tenant with Landlord as security for Tenant’s performance of its obligations under this Lease.

(31)           SUBSTANTIALLY COMPLETE: The completion of the Tenant Work, except for minor insubstantial details of construction, decoration or mechanical adjustments which remain to be done.

(32)           TAXES: All federal, state and local governmental taxes, assessments and charges of every kind or nature, whether general, special, ordinary or extraordinary, which Landlord shall pay or become obligated to pay because of or in connection with the ownership, leasing, management, control or operation of the Property or any of its components, or any personal property used in connection therewith, which shall also include any rental or similar taxes levied in lieu of or in addition to general real and/or personal property taxes. For purposes hereof, Taxes for any year shall be Taxes which are assessed or become a lien during such year, whether or not such taxes are billed and payable in a subsequent calendar year. There shall be included in Taxes for any year the amount of all fees, costs and expenses (including reasonable attorneys’ fees) paid by Landlord during such year in seeking or obtaining any refund or reduction of Taxes. Taxes for any year shall be reduced by the net amount of any tax refund received by Landlord attributable to such year. If a special assessment payable in installments is levied against any part

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of the Property, Taxes for any year shall include only the installment of such assessment and any interest payable or paid during such year. Taxes shall not include any federal or state inheritance, general income, gift or estate taxes, except that if a change occurs in the method of taxation resulting in whole or in part in the substitution of any such taxes, or any other assessment, for any Taxes as above defined, such substituted taxes or assessments shall be included in the Taxes. Taxes shall not include interest or penalties charged because of late payment by Landlord of Taxes due (excluding interest on installment payments of special assessments, which may be included in Taxes as set forth above).

(33)           TENANT ADDITIONS: Collectively, Tenant Work and Tenant Alterations.

(34)           TENANT ALTERATIONS: Any alterations, improvements, additions, installations or construction in or to the Premises or any Building systems serving the Premises (done as part of Tenant Work); and any supplementary air-conditioning systems installed by Landlord or by Tenant at Landlord’s request pursuant to Section 6.01(b).

(35)           INTENTIONALLY OMITTED

(36)           TENANT WORK: All work installed or furnished to the Premises by Tenant pursuant to the Workletter.

(37)           TENANT’S SHARE: The percentage specified in Section 1.01(13) which represents the ratio of the Rentable Area of the Current, New and Entire Premises (as the case may be) to the Rentable Area of the Building.

(38)           TERM: The term of this Lease commencing on the Commencement Date and expiring on the Expiration Date, unless sooner terminated as provided in this Lease.

(39)           TERMINATION DATE: The Expiration Date or such earlier or later date as this Lease terminates or Tenant’s right to possession of the Premises terminates.

(40)           WORKLETTER: The Agreement regarding the manner of completion of Tenant Work attached as Exhibit B attached hereto.

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ARTICLE TWO

PREMISES, TERM AND FAILURE TO GIVE POSSESSION

2.01           LEASE OF PREMISES

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term and upon the conditions provided in this Lease. In the event Landlord delivers possession of the Premises to Tenant prior to the Commencement Date, Tenant shall be subject to all of the terms, covenants and conditions of this Lease (except with respect to the payment of Rent) as of the date of such possession.

2.02           TERM

(a)          The Commencement Date shall be the Projected Commencement Date.

(b)          Within thirty (30) days following the occurrence of the Commencement Date, Landlord and Tenant shall enter into an agreement (which is attached hereto as Rider 1) confirming the Commencement Date and the Expiration Date. If Tenant fails to enter into such agreement, then the Commencement Date and the Expiration Date shall be the dates designated by Landlord in such agreement.

2.03           FAILURE TO GIVE POSSESSION

If the Landlord shall be unable to give possession of the Premises on the Projected Commencement Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are made available to Tenant by Landlord, and no such failure to give possession on the Projected Commencement Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. At the option of Landlord or Tenant to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the term shall be extended by the period of time possession is delayed. The Premises shall be deemed to be ready for Tenant’s occupancy if the delay in the availability of the Premises for occupancy shall be due to any default on the part of Tenant and/or its subtenant or subtenants.

2.04           AREA OF PREMISES

Landlord and Tenant agree that for all purposes of this Lease the Rentable Area of thePremises and the Rentable Area of the

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Building as set forth in Article One are controlling, and are not subject to revision after the date of this Lease, except as expressly provided herein with respect to the Rentable Area of the Premises in the event of an expansion or contraction of the Premises.

2.05           CONDITION OF PREMISES

Tenant agrees to accept possession of the Premises in its “as is” condition without any improvements thereto by Landlord. Except for any latent structural defects in the Premises, Tenant shall be conclusively deemed to have accepted the Premises “as is” in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of the Premises; provided, however, the foregoing waiver shall not relieve Landlord of its maintenance and repair obligations set forth in this Lease. Landlord shall proceed diligently to correct any latent structural defects of which it receives notice from Tenant unless Landlord disputes the existence of any such defects. In the event of any dispute as to the existence of any such defects, the decision of Landlord’s architect shall be final and binding on the parties, which decision shall be rendered in good faith and in accordance with professional standards. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Building and no representation regarding the condition of the Premises or the Building has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Lease or in the Workletter.

ARTICLE THREE

RENT

Tenant agrees to pay to Landlord at the office specified in Section 1.01(2), or to such other persons, or at such other places designated by Landlord, without any prior demand therefor in immediately available funds and without any deduction whatsoever (except as expressly set forth in this Lease), Rent, including, without limitation, Monthly Base Rent, and Rent Adjustments in accordance with Article Four, during the Term. Monthly Base Rent shall be paid monthly in advance on the first day of each month of the Term, except that the first installment of Monthly Base Rent shall be paid by Tenant to Landlord on the Commencement Date. Monthly Base Rent shall be prorated for partial months within the Term. Unpaid Rent shall bear interest at the Default Rate from the fifth day after the date due until paid. Tenant’s covenant to pay Rent (net of abatements and credits specifically provided for elsewhere in this Lease) shall be independent of every other covenant in this Lease.

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Notwithstanding anything contained herein to the contrary, in the event Tenant occupies the New Premises prior to the Commencement Date, Tenant shall do so subject to all of the terms and conditions of this Lease, except that Tenant shall have no obligation to pay Monthly Base Rent and Rent Adjustments pursuant to the terms of this Lease until the Commencement Date.

ARTICLE FOUR

RENT ADJUSTMENTS AND PAYMENTS

4.01           RENT ADJUSTMENTS

Tenant shall pay to Landlord Rent Adjustments during the Term as follows:

(i)           The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses and Taxes attributable to any calendar year (or portion thereof) monthly during the Lease Term with the payment of Monthly Base Rent except the first installment which shall be paid by Tenant to Landlord on the Commencement Date; and

(ii)             Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.02.

4.02           STATEMENT OF LANDLORD

On or before the April 30 after the expiration of each calendar year of this Lease, or as soon as feasible thereafter each such year, Landlord will furnish Tenant a statement (“Landlord’s Statement”) showing the following:

(i)           Operating Expenses and Taxes for the Adjustment Year;

(ii)           The amount of Rent Adjustments due Landlord for the Adjustment Year, less credit for Rent Adjustment Deposits paid, if any; and

(iii)           The Rent Adjustment Deposit due monthly in the calendar year next following the Adjustment Year including the amount or revised amount due for months prior to the rendition of the statement.

Tenant shall pay to Landlord within thirty (30) days after receipt of such statement any amounts for Rent Adjustments then due in accordance with Landlord’s Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Monthly Base Rent and Rent Adjustment Deposit next coming due;

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provided, however, if the amount of the credit exceeds the following month’s Monthly Base Rent and Rent Adjustment Deposit, then Landlord shall refund the excess to Tenant within thirty (30) days after the date of such statement provided Tenant is not in default hereunder; and provided further that any such uncredited amounts shall be refunded to Tenant within thirty (30) days after the date of such statement if the Term has already expired provided Tenant is not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of this Section 4.02. Landlord’s failure to deliver Landlord’s Statement or in computing the amount of the Rent Adjustments shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant’s obligations to pay such amounts. The Rent Adjustment Deposit shall be credited against Rent Adjustments due for the applicable Adjustment Year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in the Rent Adjustment Deposit its estimate of Rent Adjustments which may not be finally determined until after the termination of this Lease. Tenant’s obligation to pay Rent Adjustments survives the expiration or termination of the Lease. Notwithstanding the foregoing, in no event shall the sum of Monthly Base Rent and the Rent Adjustments be less than the Monthly Base Rent payable.

4.03           BOOKS AND RECORDS

Landlord shall maintain books and records showing Operating Expenses and Taxes in accordance with sound accounting and management practices, consistently applied. The Tenant or its representative (which representative shall be a certified public accountant licensed to do business in the state in which the Property is located) shall have the right, for a period of one hundred twenty (120) days following the date upon which Landlord’s Statement is delivered to Tenant, to examine the Landlord’s books and records with respect to the items in the foregoing statement of Operating Expenses and Taxes during normal business hours, upon written notice, delivered at least three (3) business days in advance. If Tenant does not object in writing to Landlord’s Statement within one hundred twenty (120) days of Tenant’s receipt thereof, specifying the nature of the item in dispute and the reasons therefor, then Landlord’s Statement shall be considered final and accepted by Tenant. Any amount due to the Landlord as shown on Landlord’s Statement, whether or not disputed by Tenant as provided herein shall be paid by Tenant when due as provided above, without prejudice to any such written exception. Tenant shall cause any information obtained by Tenant or its representative pursuant to the aforesaid process to be kept confidential. If within sixty (60) days after Tenant’s timely objection to Landlord’s Statement, Landlord and Tenant are not able to agree

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upon the amount of the Operating Expenses and Taxes in question, then the dispute shall be submitted for resolution to an Illinois licensed certified public accounting firm mutually agreeable to both Landlord and Tenant. The decision of said firm shall be final and binding on both Landlord and Tenant, and shall take into account any adjustments referred to in Section 4.04 below. The fees and expenses of said firm shall be paid by Tenant; provided, however, if the decision of said firm is that the Landlord overstated the amount of the Operating Expenses and Taxes by more than five percent (5%), then the fees and expenses of said firm, together with the reasonable fees and expenses of Tenant’s certified public accounting firm in connection therewith shall be borne by Landlord. If as finally determined (whether through agreement between Landlord and Tenant or through the decision of said firm), the amount of Operating Expenses and Taxes was either overstated or understated, there shall within thirty (30) days thereafter be an adjustment made between Landlord and Tenant so that in all events the Tenant has paid tenant’s Share of Operating Expenses and Taxes.

4.04           PARTIAL OCCUPANCY

For purposes of determining Rent Adjustments for any Adjustment Year if the Building is not fully rented during all or a portion of any year, Landlord may make appropriate adjustments to the Operating Expenses for such Adjustment Year employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building been 95% occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Adjustment Year. In the event any other tenant in the building provides itself with a service which Landlord would supply under the Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant.

ARTICLE FIVE

INTENTIONALLY OMITTED

ARTICLE SIX

SERVICES

6.01           LANDLORD ‘S GENERAL SERVICES

(a)           So long as the Lease is in full force and effect and Tenant has paid all Rent then, Landlord shall furnish the following services:

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(1) heat and air-conditioning in the Premises, Monday through Friday from 8:00 A.M. to 6:00 P.M., Saturday, from 8:00 A.M. to 1:00 P.M., excluding National Holidays, in accordance with the standards set forth on Exhibit C attached hereto, subject to compliance with all applicable voluntary and mandatory regulations and laws;

(2) tempered and cold water for use in lavatories in common with other tenants from the regular supply of the Building;

(3) cleaning and janitorial services in the Premises Monday through Friday, excluding National Holidays in accordance with the schedule of such services attached hereto as Exhibit F;

(4) washing of the outside windows in the Premises weather permitting four times per year;

(5) automatic passenger elevator service in common with other tenants of the Building and freight elevator service subject to reasonable scheduling by Landlord and payment of Landlord’s standard charges; provided, at least one automatic passenger elevator shall remain in service twenty-four (24) hours per day, every day;

(b)          Wherever heat generating machines or equipment are used by Tenant in the Premises, the following additional provisions shall apply:

(1) If the use of such machinery exceeds the limits established in Exhibit C thereby affecting the temperature otherwise maintained by the air-cooling system or whenever the occupancy or electrical load exceeds the standards set forth in Exhibit C, Landlord reserves the right to install or to require Tenant to install supplementary air-conditioning units in the Premises. Tenant shall bear all costs and expenses related to the installation, maintenance and operation of such units.

(2) Tenant shall pay Landlord at rates fixed by Landlord for all tenants in the Building, charges for all water furnished to the Premises for other purposes, including the expenses of installation of a water line, meter and fixtures.

6.02           ELECTRICAL SERVICES

(a)           The electricity used during the performance of janitorial service or the making of alterations or repairs in the Premises by Landlord shall bepaid by Tenant. Tenant also agrees to purchase from Landlord or its agents at competitive prices fixed by Landlord for all tenants in the Building all

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lamps, bulbs, ballasts and starters used in the Premises; provided, Tenant may provide and install its own lamps for overhead fixtures so long as they are substantially the same (especially as to color) as those used by the Landlord in the Building (which are currently F34 Cool White 4 foot florescent tubes) and so long as such work does not cause disharmony with Landlord’s personnel and contractors working in the Building. Landlord reserves the right to provide electricity to Tenant and in such event Tenant agrees to purchase electricity from Landlord at Landlord’s then current charges, which charges shall be based upon Landlord’s cost to furnish such electricity without markup by Landlord. Tenant shall make no alterations or additions to the electric equipment or systems without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld or delayed.

(b)           Tenant shall, at Tenant’s expense, cause the Premises to be separately metered for all electrical consumption prior to the Commencement Date. Tenant shall make all necessary arrangements with the local utility company for furnishing, metering and paying for electricity furnished by it to Tenant and consumed on the Premises. Landlord shall permit Landlord’s wire and conduits, to the extent available and safely capable, to be used for such purposes.

(c)           If the Premises are not separately metered for any reason or are separately metered only in part, Tenant shall pay Landlord as additional Rent, in monthly installments at the time prescribed for monthly installments of Monthly Base Rent, an amount, reasonably estimated by Landlord from time to time, which Tenant would pay for such electricity if the same were separately metered to the Premises by the local electric utility company and billed to Tenant at such utility company’s then current rates. As of the date of this Lease, the Premises are not separately metered with respect to the electricity for overhead lights. However, in accordance with subsection 6.02(b) above, Tenant shall cause the Premises to be separately metered for all electrical consumption in the Premises, including overhead lights, prior to the Commencement Date.

6.03           ADDITIONAL AND AFTER-HOUR SERVICES

At Tenant’s request, Landlord shall furnish additional quantities of any of the services or utilities specified in Section 6.01, if Landlord can reasonably do so, on the terms set forth herein. Tenant shall deliver to Landlord a written request for such additional services or utilities prior to 2:00 P.M. on Monday through Friday (except National Holidays) for service on those

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days, and prior to 2:00 P.M. on the last business day prior to Saturday, Sunday or a National Holiday. For services or utilities requested by Tenant and furnished by Landlord, Tenant shall pay to Landlord as a charge therefor Landlord’s prevailing published rates for such services and utilities. If Tenant shall fail to make any such payment, Landlord may, upon notice to Tenant and in addition to Landlord’s other remedies under this Lease, discontinue any or all of the additional services.

6.04           PHONE SERVICES

All telephone, and electric connections which Tenant may desire shall be first approved by Landlord in writing (such approval not to be unreasonably withheld or delayed), before the same are installed, and the location of all wires and the work in connection therewith shall be performed by contractors chosen by Tenant and approved by Landlord in writing (such approval not to be unreasonably withheld or delayed) and shall be subject to the direction of Landlord. Landlord reserves the right to reasonably approve the entity or entities providing telephone or other communication cable installation, repair and maintenance services to Tenant and to reasonably restrict and control access to telephone cabinets. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and related wiring in the Premises, including, without limitation, any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and cables; and there shall be included in Operating Expenses for the Building all installation, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and related wiring in the Building which are not allocable to any individual users of such service but are allocable to the Building generally. If Tenant fails to maintain all telephone cables and related wiring in the Premises and such failure affects or interferes with the operation or maintenance of any other telephone cables or related wiring in the Building, Landlord or any vendor hired by Landlord may enter into and upon the Premises forthwith and perform such repairs, restorations or alterations as Landlord deems necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord’s costs in connection therewith). Upon the Termination Date, Tenant agrees to remove all telephone and computer cables and related wiring installed by Tenant for and during Tenant’s occupancy, which Landlord shall request Tenant to remove. Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at

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any time for any reason in the furnishing of any telephone service to the Premises and the Building. If in connection with the foregoing, Tenant requires any cabling outside of the Premises, the specific location of such cabling shall be as prescribed by Landlord and, other than reasonably necessary cabling between the portions of the Premises located on different floors the Building, such cabling shall be subject to availability restrictions reasonably imposed by Landlord taking into account the needs of Landlord and other tenants and users of the Building.

6.05           DELAYS IN FURNISHING SERVICES

Tenant agrees that Landlord shall not be liable to Tenant for damages or otherwise, for any failure to furnish, or a delay in furnishing, any service when such failure or delay is occasioned, in whole or in part, by repairs, improvements or mechanical breakdowns by the act or default of Tenant or other parties or by an event of Force Majeure. No such failure or delay shall be deemed to be an eviction or disturbance of Tenant’s use and possession of the Premises, or relieve Tenant from paying Rent or from performing any other obligations of Tenant under this Lease. Notwithstanding the foregoing to the contrary, except for the interruption of the foregoing services arising by reason of fire or casualty loss provided for in Article Fourteen, any interruption of such services which is within Landlord’s reasonable control and which “materially interferes” with Tenant’s use of any part of the Premises for a period of seven (7) consecutive business days after notice by Tenant to Landlord of such interruption of service shall entitle Tenant, as its sole remedy with respect thereto, to abate the Monthly Base Rent and Rent Adjustments under this Lease for that portion of the Premises which are untenantable for the period commencing on the eighth (8th) business day of interruption of such services and terminating on the day of restoration of the services. For purposes of this Section 6.05, material interference with Tenant’s use of the Premises shall occur when Tenant shall be prevented from using the Premises for general office purposes as a consequence of Landlord’s inability to provide the services specified in Section 6.01. Except as may otherwise be expressly set forth herein, in no event shall Landlord be liable for any damages, consequential or otherwise arising from such interruption of service, and in no event shall Tenant have any right to terminate this Lease.

ARTICLE SEVEN

POSSESSION, USE AND CONDITION OF PREMISES

7.01           POSSESSION AND USE OF PREMISES

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(a)           Tenant shall be entitled to possession of the Premises upon delivery thereof in “as in” condition by Landlord. Tenant shall occupy and use the Premises only for the uses specified in Section 1.01(14) to conduct Tenant’s business. Tenant shall not occupy or use the Premises (or permit the use or occupancy of the Premises) for any purpose or in any manner which: (1) is unlawful or in violation of any Law or Environmental Law; (2) may be dangerous to persons or property or which may increase the cost of, or invalidate, any policy of insurance carried on the Building or covering its operations; (3) is contrary to or prohibited by the terms and conditions of this Lease or the rules of the Building set forth in Article Eighteen; or (4) would tend to create or continue a nuisance.

(b)           Tenant and Landlord shall each comply with all Environmental Laws concerning the proper storage, handling and disposal of any Hazardous Material with respect to the Property. Tenant shall not generate, store, handle or dispose of any Hazardous Material in, on, or about the Property without the prior written consent of Landlord. In the event that Tenant is notified of any investigation or violation of any Environmental Law arising from Tenant’s activities at the Premises, Tenant shall immediately deliver to Landlord a copy of such notice. In such event or in the event Landlord in good faith reasonably believes that a violation of Environmental Law exists as a result of Tenant’s activities, Landlord may conduct such tests and studies relating to compliance by Tenant with Environmental Laws or the alleged presence of Hazardous Materials upon the Premises as Landlord deems desirable. If any such inspections or tests show a violation of any applicable Environmental Laws (or any rules or regulations promulgated thereunder) as to which Tenant is responsible hereunder, then Tenant shall, in addition to its other responsibilities hereunder, pay for the costs of such inspections and tests, as well as any additional inspections and tests Landlord may require to ensure that a proper clean up is being made and/or has been completed. Landlord’s inspection and testing rights are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with Environmental Laws, as a result of the exercise, or non-exercise of such rights. Tenant shall indemnify, defend, protect and hold harmless the Indemnitees from any and all loss, claim, expense, liability and cost (including attorneys’ fees) arising out of or in any way related to the presence of any Hazardous Material introduced to the Premises during the Lease Term by any party other than Landlord. If any Hazardous Material is released, discharged or disposed of on or about the Property and such release, discharge or disposal is not caused by Tenant or other occupants of the Premises, or their employees, agents or contractors, such release, discharge or disposal shall be deemed casualty damage under Article Fourteen to the extent that the

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Premises are affected thereby; in such case, Landlord and Tenant shall have the obligations and rights respecting such casualty damage provided under such Article.

(c)           Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant’s business is deemed a “public accommodation” or “commercial facility”, (2) whether such requirements are “readily achievable”, and (3) whether a given alteration affects a “primary function area” or triggers “path of travel” requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the Common Areas, except as provided below, and (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises under or in connection with this Lease. Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant’s employees.

7.02           LANDLORD ACCESS TO PREMISES

(a)           Tenant shall permit Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises, so long as Tenant’s use, layout or design (whether functionally or esthetically) of the Premises is not materially affected or altered. Landlord or Landlord’s agents shall have the right to enter upon the Premises in the event of an emergency, or to inspect the Premises, to perform janitorial and other services, to conduct safety and other testing in the Premises and to make such repairs, alterations, improvements or additions to the Premises or the Building as Landlord may deem necessary or desirable. Janitorial and cleaning services shall be performed after normal business hours. In connection therewith, Landlord shall be allowed to store on the Premises all necessary supplies and materials. Any entry or work by Landlord may be during normal business hours and Landlord shall use reasonable efforts to ensure that any entry or work shall not materially interfere with Tenant’s occupancy of the Premises.

(b)           If Tenant shall not be personally present to permit an entry into the Premises when for any reason an entry therein shall be necessary or permissible, Landlord (or Landlord’s agents), after attempting to notify Tenant (unless Landlord believes an emergency situation exists), may enter the Premises without rendering Landlord or its agents liable therefor (if during such entry Landlord or Landlord’s agent shall accord reasonable care to

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Tenant’s property), and without relieving Tenant of any obligations under this Lease.

(c)           Landlord may enter the Premises for the purpose of conducting such inspections, tests and studies as Landlord may deem desirable or necessary to confirm Tenant’s compliance with all Laws and Environmental Laws or for other purposes necessary in Landlord’s reasonable judgment to ensure the sound condition of the Building and the systems serving the Building. Landlord’s rights under this Section 7.02(c) are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with Laws or Environmental Laws, as a result of the exercise or non-exercise of such rights. Any entry or work by Landlord may be during normal business hours and Landlord shall use reasonable efforts to ensure that any entry or work shall not materially interfere with Tenant’s occupancy of the Premises.

(d)           Landlord may do any of the foregoing, or undertake any of the inspection or work described in the preceding paragraphs without such action constituting an actual or constructive eviction of Tenant, in whole or in part, or giving rise to an abatement of Rent by reason of loss or interruption of business of the Tenant, or otherwise.

7.03           QUIET ENJOYMENT

Landlord covenants that so long as Tenant is in compliance with the covenants and conditions set forth in this Lease, Tenant shall have the right to quiet enjoyment of the Premises without hindrance or interference from Landlord or those claiming through Landlord, and subject to the rights of any subsequent Mortgagee or ground lessor as provided herein or in any written agreement signed by a Mortgagee or ground lessor and by Tenant.

ARTICLE EIGHT

MAINTENANCE

8.01           LANDLORD’S MAINTENANCE

Subject to the provisions of Article Fourteen, Landlord shall maintain and make necessary repairs to the foundations, roofs, exterior walls, and the structural elements of the Building, the electrical, plumbing, heating, ventilation and air-conditioning systems of the Building (including the convectors located within the Premises) and the public corridors, washrooms and lobby of the Building, except that: (a) Landlord shall not be responsible for the maintenance or repair of any floor or wall coverings in the Premises or any of such systems which are located within the

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Premises and are supplemental or special to the Building’s standard systems; and (b) the cost of performing any of said maintenance or repairs whether to the Premises or to the Building caused by the negligence of Tenant, its employees, agents, servants, licensees, subtenants, contractors or invitees, shall be paid by Tenant. Landlord shall not be liable to Tenant for any expense, injury, loss or damage resulting from work done in or upon, or the use of, any adjacent or nearby building, land, street, or alley.

8.02           TENANT’S MAINTENANCE

Subject to the provisions of Article Fourteen, Tenant, at its expense, shall keep and maintain the Premises and all Tenant Additions in good order, condition and repair (ordinary wear and tear excepted) and in accordance with all applicable Laws and Environmental Laws. Tenant shall not permit waste and shall promptly and adequately repair all damages to the Premises and replace or repair all damaged or broken glass in the interior of the Premises, fixtures or appurtenances. Landlord shall be responsible for repair of exterior window glass in the Premises, unless damage thereto is caused by Tenant or its employees, agents, contractors, guests or invitees. Any repairs or maintenance shall be completed with materials of similar quality to the original materials, all such work to be completed under the supervision of Landlord. Any such repairs or maintenance shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld or delayed, and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. If Tenant fails to perform any of its obligations set forth in this Section 8.02, Landlord may, in its sole discretion and upon 24 hours prior notice to Tenant (except in the case of emergencies), perform the same, and Tenant shall pay to Landlord any costs or expenses incurred by Landlord upon demand.

ARTICLE NINE

ALTERATIONS AND IMPROVEMENTS

9.01           TENANT’S ALTERATIONS

(a)           Except as otherwise provided in the Workletter with respect to the completion of Tenant Work undertaken by Tenant pursuant to the Workletter, the following provisions shall apply to the completion of any Tenant Alterations:

(1) Tenant shall not, except as provided herein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, make or cause to be made any

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Tenant Alterations in or to the Premises or any Building systems serving the Premises. Prior to making any Tenant Alterations, Tenant shall give Landlord five (5) business days prior written notice (or such earlier notice as would be necessary pursuant to applicable Law) to permit Landlord sufficient time to post appropriate notices of non-responsibility. Subject to all other requirements of this Article Nine, Tenant may undertake Decoration work without Landlord’s prior written consent. Tenant shall furnish Landlord with the names and addresses of all contractors and subcontractors and copies of all contracts.  All Tenant Alterations shall be completed at such time and in such manner as Landlord may from time to time designate, and only by contractors or mechanics chosen by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. Landlord may further condition its consent upon Tenant furnishing to Landlord and Landlord approving prior to the commencement of any work or delivery of materials to the Premises related to the Tenant Alterations such of the following as specified by Landlord: architectural plans and specifications, opinions from engineers reasonably acceptable to Landlord stating that the Tenant Alterations will not in any way adversely affect the Building’s systems, including, without limitation, the mechanical, heating, plumbing, security, ventilating, air-conditioning, electrical, and the fire and life safety systems in the Building, necessary permits and licenses, certificates of insurance, and such other documents in such form reasonably requested by Landlord. Landlord may, in the exercise of reasonable judgment, request that Tenant provide Landlord with appropriate evidence of Tenant’s ability to complete and pay for the completion of Tenant Alterations which in aggregate cost more than $250,000, such as a performance bond or letter of credit. Landlord may also condition its consent on the agreement of Tenant to remove such Tenant Alterations upon the expiration or termination of this Lease with respect to the affected portion of the Premises. Upon completion of the Tenant Alterations, Tenant shall deliver to Landlord an as-built mylar and digitized (if available) set of plans and specifications for the Tenant Alterations.

(2) Tenant shall pay the cost of all Tenant Alterations and the cost of decorating the Premises and any work to the Building occasioned thereby. In connection with completion of any Tenant Alterations, Tenant shall pay Landlord all elevator and hoisting charges at Landlord’s then standard rates. In

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addition, Tenant shall reimburse Landlord within twenty (20) days after each request therefor, for all of Landlord’s out-of-pocket expenses incurred in connection with any such Tenant Alterations, including without limitation, fees of architects and engineers and the cost of additional security personnel, if any. Upon completion of Tenant Alterations, Tenant shall furnish Landlord with contractors’ affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used in connection therewith and such other documentation reasonably requested by Landlord or Mortgagee.

(3) Tenant agrees to complete all Tenant Alterations (i) in accordance with all Laws, Environmental Laws, all requirements of applicable insurance companies and in accordance with Landlord’s standard construction rules and regulations, and (ii) in a good and workmanlike manner with the use of good grades of materials. Tenant shall notify Landlord immediately if Tenant receives any notice of violation of any Law in connection with completion of any Tenant Alterations and shall immediately take such steps as are necessary to remedy such violation. In no event shall such supervision or right to supervise by Landlord nor shall any approvals given by Landlord under this Lease constitute any warranty by Landlord to Tenant of the adequacy of the design, workmanship or quality of such work or materials for Tenant’s intended use or of compliance with the requirements of Section 9.01(a)(3)(i) and (ii) above or impose any liability upon Landlord in connection with the performance of such work.

(b)           All Tenant Additions whether installed by Landlord or Tenant, shall without compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and shall remain in the Premises, unless pursuant to Article Twelve, Tenant may remove them or is required to remove them at Landlord’s request.

9.02           LIENS

Tenant shall not permit any lien or claim for lien of any mechanic, laborer or supplier or any other lien to be filed against the Building, the Land, the Premises, or any part thereof arising out of work performed, or alleged to have been performed by, or at the direction of, or on behalf of Tenant. If any such lien or claim for lien is filed, Tenant shall within ten (10) days of receiving notice of such lien or claim (a) have such lien or claim for lien released of record or (b) deliver to Landlord a bond in form, content, amount, and issued by surety, satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnitees against all costs and liabilities resulting from such

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lien or claim for lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to take any of the above actions, Landlord, without investigating the validity of such lien or claim for lien, may pay or discharge the same and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord’s expenses and attorneys’ fees.

ARTICLE TEN

ASSIGNMENT AND SUBLETTING

10.01                      ASSIGNMENT AND SUBLETTING

(a)           Without the prior written consent of Landlord, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least thirty (30) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises (or proposes to assign this Lease as it pertains to at least an entire floor of the Building), the space proposed to be sublet (or which is subject to the assignment) and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.02 within thirty (30) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Building if the Building is then less than ninety percent (90%) leased. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld or delayed) any advertising (excluding flyers to brokers) which Tenant or its agents intend to use with respect to the space proposed to be sublet.

(b)          In making its determination of whether to consent to any proposed sublease or assignment, Landlord may take into consideration the business reputation and credit-worthiness of the proposed subtenant or assignee; the intended use of the Premises by

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the proposed subtenant or assignee; the nature of the business conducted by such subtenant or assignee and whether such business would be deleterious to the reputation of the Building or Landlord or would violate the provisions of any other leases of tenants of the Building; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; whether the proposed assignee or subtenant is a department, representative or agency of any governmental body, foreign or domestic; and any other factors which Landlord shall deem relevant. In no event shall Landlord be obligated to consider a consent to any proposed (i) sublease of the Premises or assignment of the Lease if a Default then exists under the Lease, or a fact or condition exists, which but for the giving of notice or the passage of time would constitute a Default, or (ii) assignment of the Lease which would assign less than an entire floor of the Premises.

(c)          If Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.02, Landlord shall not unreasonably withhold or delay its consent to a subletting or assignment under this Section 10.01. Any approved sublease or assignment shall be expressly subject to the terms and conditions of this Lease. Any such subtenant or assignee shall execute such documents as Landlord may reasonably require to evidence such subtenant or assignee’s assumption of such obligations and liabilities. Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed subtenant and assignee with respect to the Premises. Landlord’s approval of a sublease or assignment shall not constitute a waiver of Landlord’s right to consent to further assignments or subleases.

(d)          For purposes of this Article Ten, but subject to Section 10.01(e) below, an assignment shall be deemed to include a change in the majority control of Tenant, resulting from any transfer, sale or assignment of shares of stock of Tenant occurring by operation of law or otherwise if Tenant is a corporation whose shares of stock are not traded publicly. If Tenant is a partnership, any change in the partners of Tenant shall be deemed to be an assignment.

(e)          Notwithstanding anything to the contrary contained in this Article Ten, Tenant shall have the right, without the prior written consent of Landlord, to sublease the Premises, or to assign this Lease to an Affiliate of Tenant.

10.02         RECAPTURE

Except as provided in Section 10.01(e) Landlord shall have the option to exclude from the Premises covered by this Lease (“recapture”), the entire space (but not less than the entire

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space) proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment, for the entire Lease Term (as to a proposed assignment), and for the entire term of the proposed sublease (as to a proposed sublease). If Landlord elects to recapture, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises such date being the Termination Date for such space. Effective as of the date of recapture of any portion of the Premises pursuant to this Section, the Monthly Base Rent, Rentable Area of the Premises and Tenant’s Share shall be adjusted accordingly. If Landlord recaptures space pursuant to this Section 10.02, Landlord shall demise such space, but Landlord shall not be obligated to do more than erect walls. All related and finishing work within the remaining Premises, including without limitation, carpets, floor coverings, ceiling tiles or grids, light fixtures, baseboard treatments, painting and wall coverings, hvac, electric and plumbing shall be Tenant’s responsibility at Tenant’s sole expense.

10.03         EXCESS RENT

Tenant shall pay Landlord on the first day of each month during the term of the sublease or assignment, fifty percent (50%) of the amount by which the sum of all rent and other consideration (direct or indirect) due from the subtenant or assignee for such month exceeds: (i) that portion of the Monthly Base Rent and Rent Adjustments due under this Lease for said month which is allocable to the space sublet or assigned; and (ii) the following costs and expenses for the subletting or assignment of such space: (1) brokerage commissions and attorneys’ fees and expenses, (2) advertising for subtenants or assignees; (3)the actual costs paid in making any improvements or substitutions in the Premises required by any sublease or assignment; and (4) “free rent” periods, costs of any inducements or concessions given to subtenant or assignee, moving costs, and other amounts in respect of such subtenant’s or assignee’s other leases or occupancy arrangements. All such costs will be amortized over the term of the sublease or assignment pursuant to sound accounting principles.

10.04         TENANT LIABILITY

In the event of any sublease or assignment, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any liability arising from the exercise of any renewal or expansion option, to the extent expressly permitted by Landlord. If Landlord grants consent to such sublease or assignment, Tenant shall pay all reasonable attorneys’ fees and expenses incurred by Landlord with respect to such assignment or sublease. In addition, if Tenant has any

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options to extend the term of this Lease or to add other space to the Premises, such options shall not be available to any subtenant or assignee, directly or indirectly without Landlord’s express written consent.

10.05         ASSUMPTION AND ATTORNMENT

If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein, Tenant shall, at Landlord’s option, within fifteen (15) days following any request by Landlord, obtain and furnish to Landlord the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord and will pay all subrent directly to Landlord.

ARTICLE ELEVEN

DEFAULT AND REMEDIES

11.01         EVENTS OF DEFAULT

The occurrence or existence of any one or more of the following shall constitute a “Default” by Tenant under this Lease:

(i)           Tenant fails to pay any installment or other payment of Rent including without limitation Rent Adjustment Deposits or Rent Adjustments within five (5) business days after the date when due;

(ii)           Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease or the Workletter and fails to cure such default within thirty (30)days after written notice thereof to Tenant (unless the default involves a hazardous condition, which shall be cured forthwith);

(iii)           the interest of Tenant in this Lease is levied upon under execution or other legal process;

(iv)           a petition is filed by or against Tenant to declare Tenant bankrupt or seeking a plan of reorganization or arrangement under any Chapter of the Bankruptcy Act, or any amendment, replacement or substitution therefor, or to delay payment of, reduce or modify Tenant’s debts, which in the case of an involuntary action is not discharged within thirty (30) days;

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(v)           Tenant is declared insolvent by law or any assignment of Tenant’s property is made for the benefit of creditors;

(vi)           a receiver is appointed for Tenant or Tenant’s property, which appointment is not discharged within thirty (30) days;

(vii)           any action taken by or against Tenant to reorganize or modify Tenant’s capital structure in a materially adverse way which in the case of an involuntary action is not discharged within thirty (30) days;

(viii)           upon the dissolution of Tenant; or

(ix)           upon the third occurrence within any Lease Year that Tenant fails to pay Rent when due or has breached a particular covenant of this Lease (whether or not such failure or breach is thereafter cured within any stated cure or grace period or statutory period).

11.02         LANDLORD’S REMEDIES

(a)           If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth, which shall be distinct and cumulative: (i) Landlord may terminate this Lease by giving Tenant notice of Landlord’s election to do so, in which event, the term of this Lease shall end and all of Tenant’s rights and interests shall expire on the date stated in such notice; (ii) Landlord may terminate Tenant’s right of possession of the Premises without terminating this Lease by giving notice to Tenant that Tenant’s right of possession shall end on the date specified in such notice; or (iii) Landlord may enforce the provisions of this Lease and may enforce and protect the rights of the Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, including recovery of all monies due or to become due for the balance of the Term from Tenant under any of the provisions of this Lease.

(b)           In the event that Landlord terminates the Lease, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty, Rent for the balance of the Term, plus all Landlord’s reasonable expenses of reletting, including without limitation, repairs, alterations, improvements, additions, decorations, legal fees and brokerage commissions (collectively, the “Reletting Expenses”).

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(c)           In the event Landlord proceeds pursuant to subparagraph (a) (ii) above, Landlord shall use commercially reasonable efforts to relet the Premises, or any part thereof for the account of Tenant, for such rent and term and upon such terms and conditions as are reasonably acceptable to Landlord; provided, Landlord shall not be liable for any failure to relet the Premises; and provided further, that while there is other vacant space in the Building, Landlord may attempt to lease such other vacant space to a prospective tenant in lieu of the Premises. For purposes of such reletting, Landlord is authorized to decorate, repair, alter and improve the Premises to the extent reasonably necessary or desirable. If the Premises are relet and the consideration realized therefrom after payment of all Landlord’s Reletting Expenses, is insufficient to satisfy the payment when due of Rent reserved under this Lease for any monthly period, then Tenant shall pay Landlord upon demand any such deficiency monthly. If such consideration is greater than the amount necessary to pay the full amount of the Rent, the full amount of such excess shall be retained by Landlord and shall in no event be payable to Tenant. Tenant agrees that Landlord may file suit to recover any sums due to Landlord hereunder from time to time and that such suit or recovery of any amount due Landlord hereunder shall not be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord.

(d)           In the event a Default occurs, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s property, fixtures, furnishings, signs and other evidences of tenancy, and take and hold such property; provided, however, that such entry and possession shall not terminate this Lease or release Tenant, in whole or in part, from Tenant’s obligation to pay the Rent reserved hereunder for the full Term or from any other obligation of Tenant under this Lease. Any and all property which may be removed from the Premises by Landlord pursuant to the authority of the Lease or law, to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in the Landlord’s possession or under the Landlord’s control. Any such property of Tenant not retaken from storage by Tenant within thirty (30) days after the Termination Date, shall be conclusively presumed to have been conveyed by Tenant to Landlord under this Lease as a bill of sale without further payment or credit by Landlord to Tenant.

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11.03         ATTORNEY’S FEES

Tenant shall pay upon demand, all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in successfully enforcing the Tenant’s performance of its obligations under this Lease, or resulting from Tenant’s Default, or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned.

Landlord shall pay upon demand, all costs and expenses, including reasonable attorneys’ fees, incurred by Tenant in successfully enforcing Landlord’s performance of its obligations under this Lease if Landlord fails to do so after reasonable notice thereof from Tenant, or incurred by Tenant in any litigation in which Landlord causes Tenant, without Tenant’s fault, to become involved or concerned.

11.04         BANKRUPTCY

The following provisions shall apply in the event of the bankruptcy or insolvency of Tenant:

(a)           In connection with any proceeding under Chapter 7 of the Bankruptcy Code where the trustee of Tenant elects to assume this Lease for the purposes of assigning it, such election or assignment, may only be made upon compliance with the provisions of (b) and (c) below, which conditions Landlord and Tenant acknowledge to be commercially reasonable. In the event the trustee elects to reject this Lease then Landlord shall immediately be entitled to possession of the Premises without further obligation to Tenant or the trustee.

(b)           Any election to assume this Lease under Chapter 11 or 13 of the Bankruptcy Code by Tenant as debtor-in-possession or by Tenant’s trustee (the “Electing Party”) must provide for:

The Electing Party to cure or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease within fifteen (15) days from the date of assumption and it will cure all nonmonetary defaults under this Lease within thirty (30) days from the date of assumption. Landlord and Tenant acknowledge such condition to be commercially reasonable.

(c)           If the Electing Party has assumed this Lease or elects to assign Tenant’s interest under this Lease to any other person, such interest may be assigned only if the intended assignee has provided adequate assurance of future performance (as herein

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defined), of all of the obligations imposed on Tenant under this Lease.

For the purposes hereof, “adequate assurance of future performance” means that Landlord has ascertained that each of the following conditions has been satisfied:

(i)           The assignee has submitted a current financial statement, certified by its chief financial officer, which shows a net worth and working capital in amounts sufficient to assure the future performance by the assignee of Tenant’s obligations under this Lease; and

(ii)           Landlord has obtained consents or waivers from any third parties which may be required under a lease, mortgage, financing arrangement, or other agreement by which Landlord is bound, to enable Landlord to permit such assignment.

(d)           Landlord’s acceptance of rent or any other payment from any trustee, receiver, assignee, person, or other entity will not be deemed to have waived, or waive, the requirement of Landlord’s consent, Landlord’s right to terminate this Lease for any transfer of Tenant’s interest under this Lease without such consent, or Landlord’s claim for any amount of Rent due from Tenant.

ARTICLE TWELVE

SURRENDER OF PREMISES

12.01         IN GENERAL

Upon the Termination Date, Tenant shall surrender and vacate the Premises immediately and deliver possession thereof to Landlord in a clean, good and tenantable condition, ordinary wear and tear, and damage caused by Landlord excepted. Tenant shall deliver to Landlord all keys to the Premises. Tenant shall be entitled to remove from the Premises all movable personal property of Tenant, Tenant’s trade fixtures and such Tenant Additions which at the time of their installation Landlord and Tenant agreed may be removed by Tenant. Tenant shall also remove such other Tenant Additions as required by Landlord, including, but not limited to, any Tenant Additions containing Hazardous Materials; provided, that other than with respect to Tenant Additions containing Hazardous Materials or consisting of cabling and wiring in the plenum or outside of the Premises, Landlord shall not require Tenant to remove other Tenant Additions except those upon which Landlord’s consent pursuant to Article Nine above was conditioned upon such removal. Tenant immediately shall repair all damage resulting from removal of any

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of Tenant’s property, furnishings or Tenant Additions, shall close all floor, ceiling and roof openings and shall restore the Premises to a tenantable condition as reasonably determined by Landlord. Notwithstanding the foregoing provisions hereof to the contrary, (i) if any of the Tenant Additions which were installed by Tenant involved the lowering of ceilings, raising of floors or the installation of specialized wall or floor coverings or lights, then Tenant shall also be obligated to return such surfaces to their condition prior to the commencement of this Lease and Tenant shall also be required to close any staircases or other openings between floors, and (ii) except for such items as may contain Hazardous Materials and except for the raised flooring in the existing computer room in the Premises which Tenant shall remove from the Premises upon the Termination Date, Tenant shall not be required under this Section 12.01 to remove any of the other now existing improvements located in the Premises. In the event possession of the Premises is not delivered to Landlord when required hereunder, or if Tenant shall fail to remove those items described above, Landlord may, at Tenant’s expense, remove any of such property therefrom without any liability to Landlord and undertake, at Tenant’s expense such restoration work as Landlord deems necessary or advisable.

12.02         LANDLORD’S RIGHTS

All property which may be removed from the Premises by Landlord shall be conclusively presumed to have been abandoned by Tenant and Landlord may deal with such property as provided in Section 11.02(d). Tenant shall also reimburse Landlord for all costs and expenses incurred by Landlord in removing any of Tenant Additions and in restoring the Premises to the condition required by this Lease at the Termination Date.

ARTICLE THIRTEEN

HOLDING OVER

Tenant shall pay Landlord the greater of (i) one hundred fifty percent (150%) of the monthly Rent payable for the month immediately preceding the holding over (including increases for Rent Adjustments which Landlord may reasonably estimate) or, (ii) one hundred fifty percent (150%) of the fair market rental value of the Premises as reasonably determined by Landlord for each month or portion thereof that Tenant retains possession of the Premises, or any portion thereof, after the Termination Date (without reduction for any partial month that Tenant retains possession); provided, that for every thirty (30) days such holdover continues past the Termination Date, the percentage in clauses (i) and (ii) above shall each be increased by twenty percent (20%) until the percentages reach two hundred percent (200%) after ninety (90) days

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of holdover. Tenant shall also pay all damages sustained by Landlord by reason of such retention of possession; provided, Tenant shall not be responsible for Landlord’s consequential damages unless such holdover continues for more than forty-five (45) days after the Termination Date or unless Landlord gives Tenant notice that Landlord will suffer consequential damages as a result of the holdover and the holdover occurs or continues more than twenty (20) days after Tenant’s receipt of such notice. The provisions of this Article shall not constitute a waiver by Landlord of any re-entry rights of Landlord and Tenant’s continued occupancy of the Premises shall be as a tenancy in sufferance.

ARTICLE FOURTEEN

DAMAGE BY FIRE OR OTHER CASUALTY

14.01         SUBSTANTIAL UNTENANTABILITY

(a)           If any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, with reasonable promptness after the occurrence of such damage (and in all events within forty-five (45) days thereafter), estimate the length of time that will be required to Substantially Complete the repair and restoration and shall by notice advise Tenant of such estimate (“Landlord’s Notice”). If Landlord estimates that the amount of time required to Substantially Complete such repair and restoration will exceed one hundred eighty (180) days from the date such damage occurred, then Landlord, or Tenant if all or a substantial portion of the Premises is rendered untenantable, shall have the right to terminate this Lease as of the date of such damage upon giving written notice to the other at any time within twenty (20) days after delivery of Landlord’s Notice, provided that if Landlord so chooses, Landlord’s Notice may also constitute such notice of termination.

(b)           Unless this Lease is terminated as provided in the preceding subparagraph, Landlord shall proceed with reasonable promptness to repair and restore the Premises to its condition as existed prior to such casualty, subject to reasonable delays for insurance adjustments and Force Majeure delays, and also subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease if such repairs and restoration are not in fact completed within the time period estimated by Landlord so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration.

(c)           Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by

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Landlord or Tenant, for damages to the Premises, except for those proceeds of Tenant’s insurance of its own personal property and equipment which would be removable by Tenant at the Termination Date. All such insurance proceeds shall be payable to Landlord whether or not the Premises are to be repaired and restored.

(d)           Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty pursuant to this Section to repair or restore any portion of any Tenant Additions or to expend for any repair or restoration of the Premises or Building amounts in excess of insurance proceeds paid to Landlord and available for repair or restoration.

(e)           Any repair or restoration of the Premises performed by Tenant shall be in accordance with the provisions of Article Nine hereof.

14.02         INSUBSTANTIAL UNTENANTABILITY

If the Premises or the Building is damaged by a casualty but neither is rendered substantially untenantable, then Landlord shall proceed to repair and restore the Building or the Premises other than Tenant Additions, with reasonable promptness, unless such damage is to the Premises and occurs during the last six (6) months of the Term (including any extension thereof properly made prior to such casualty), in which event either Tenant or Landlord shall have the right to terminate this Lease as of the date of such casualty by giving written notice thereof to the other within twenty (20)days after the date of such casualty.

14.03         RENT ABATEMENT

If all or any part of the Premises are rendered untenantable by fire or other casualty and this Lease is not terminated, Monthly Base Rent and Rent Adjustments shall abate for that part of the Premises which is untenantable on a per diem basis from the date of the casualty until Landlord has Substantially Completed the repair and restoration work in the Premises which it is required to perform, provided, that as a result of such casualty, Tenant does not occupy the portion of the Premises which is untenantable during such period.

ARTICLE FIFTEEN

EMINENT DOMAIN

15.01         TAKING OF WHOLE OR SUBSTANTIAL PART

In the event the whole or any substantial part of the Building or of the Premises is taken or condemned by any competent authority

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for any public use or purpose (including a deed given in lieu of condemnation) and is thereby rendered untenantable, this Lease shall terminate as of the date title vests in such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. For purposes of this Article Fifteen, the parties agree that a “substantial part” of the Premises shall be 10,000 square feet or more of the Premises. Notwithstanding anything to the contrary herein set forth, in the event the taking is temporary (for less than the remaining term of the Lease), Landlord may elect either (i) to terminate this Lease or (ii) permit Tenant to receive the entire award with respect to the Premises, in which case Tenant shall continue to pay Rent and this Lease shall not terminate.

15.02         TAKING OF PART

In the event a part of the Building or the Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and this Lease is not terminated, the Lease shall be amended to reduce or increase, as the case may be, the Monthly Base Rent and Tenant’s Proportionate Share to reflect the Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Landlord, upon receipt and to the extent of the award in condemnation (or proceeds of sale) shall make necessary repairs and restorations to the Premises (exclusive of Tenant Additions) and to the Building to the extent necessary to constitute the portion of the Building not so taken or condemned as a complete architectural and economically efficient unit. Notwithstanding the foregoing, if as a result of any taking, or a governmental order that the grade of any street or alley adjacent to the Building is to be changed and such taking or change of grade makes it necessary or desirable to substantially remodel or restore the Building or prevents the economical operation of the Building, Landlord shall have the right to terminate this Lease upon ninety (90) days prior written notice to Tenant.

15.03         COMPENSATION

Landlord shall be entitled to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award; provided, however, Tenant shall have the right separately to pursue against the condemning authority a separate award in respect of the loss, if any, to Tenant Additions paid for by Tenant without any credit or allowance from Landlord, and for Tenant’s moving expenses, in both cases so long as there is no diminution of Landlord’s award as a result.

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ARTICLE SIXTEEN

INSURANCE

16.01         TENANT’S INSURANCE

Tenant, at Tenant’s expense, agrees to maintain in force, with a company or companies acceptable to Landlord, during the Term: (a) Commercial General Liability Insurance on a primary basis and without any right of contribution from any insurance carried by Landlord covering the Premises on an occurrence basis against all claims for personal injury, bodily injury, death and property damage, including contractual liability covering the indemnification provisions in this Lease. Such insurance shall be for such limits that are reasonably required by Landlord from time to time but not less than a combined single limit of Five Million and No/100 Dollars ($5,000,000.00); (b) Workers’ Compensation and Employers’ Liability Insurance for an amount of not less than One Million and No/100 Dollars ($1,000,000.00), both in accordance with the laws of The State of Illinois; (c) “All Risks” property insurance in an amount adequate to cover the full replacement cost of all equipment, installations, fixtures and contents of the Premises in the event of loss and any such policy shall contain a provision requiring the insurance carriers to waive their rights of subrogation against Landlord; (d) In the event a motor vehicle is to be used by Tenant in connection with its business operation from the Premises, Comprehensive Automobile Liability Insurance coverage with limits of not less than One Million and No/100 Dollars ($1,000,000.00) combined single limit coverage against bodily injury liability and property damage liability arising out of the use by or on behalf of Tenant, its agents and employees in connection with this Lease, of any owned, non-owned or hired motor vehicles; and (e) such other insurance or coverages as Landlord reasonably requires.

16.02         FORM OF POLICIES

Each policy referred to in 16.01 shall satisfy the following requirements. Each policy shall (i) name Landlord and the Indemnitees as additional insureds, (ii) be issued by one or more responsible insurance companies licensed to do business in Illinois reasonably satisfactory to Landlord, (iii) where applicable, provide for deductible amounts satisfactory to Landlord and not permit co-insurance, (iv) shall provide that such insurance may not be canceled or amended without thirty (30) days’ prior written notice to the Landlord, and (v) shall provide that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any other party for losses covered by such policies. Tenant shall deliver to Landlord, certificates of insurance and at Landlord’s reasonable request, copies of all policies and renewals thereof to be maintained by

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Tenant hereunder, not less than ten (10) days prior to the Commencement Date and not less than ten (10) days prior to the expiration date of each policy.

16.03         LANDLORD’S INSURANCE

Landlord agrees to purchase and keep in full force and effect during the Term hereof, including any extensions or renewals thereof, insurance under policies issued by insurers of recognized responsibility, qualified to do business in Illinois on the Building in amounts not less than the greater of eighty (80%) percent of the then full replacement cost (without depreciation) of the Building (above foundations) or an amount sufficient to prevent Landlord from becoming a co-insurer under the terms of the applicable policies, against fire and such other risks as may be included in standard forms of all risk coverage insurance reasonably available from time to time. Landlord agrees to maintain in force during the Term, Commercial General Liability Insurance covering the Building on an occurrence basis against all claims for personal injury, bodily injury, death and property damage. Such insurance shall be for not less than a combined single limit of Five Million and No/100 Dollars ($5,000,000.00). Neither Landlord’s obligation to carry such insurance nor the carrying of such insurance shall be deemed to be an indemnity by Landlord with respect to any claim, liability, loss, cost or expense due, in whole or in part, to Tenant’s negligent acts or omissions or willful misconduct.

16.04         WAIVER OF SUBROGATION

(a)           Landlord agrees that, if obtainable at no, or minimal, additional cost, it will include in its “All Risks” policies appropriate clauses pursuant to which the insurance companies (i) waive all right of subrogation against Tenant with respect to losses payable under such policies and/or (ii) agree that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies.

(b)           Tenant agrees to include, if obtainable at no, or minimal, additional cost, in its “All Risks” insurance policy or policies on its furniture, furnishings, fixtures and other property removable by Tenant under the provisions of its lease of space in the Building appropriate clauses pursuant to which the insurance company or companies (i) waive the right of subrogation against Landlord and/or any tenant of space in the Building with respect to losses payable under such policy or policies and/or (ii) agree that such policy or policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policy or policies.

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If Tenant is unable to obtain in such policy or policies either of the clauses described in the preceding sentence, Tenant shall, if legally possible and without necessitating a change in insurance carriers, have Landlord named in such policy or policies as an additional named insured. If Landlord shall be named as an additional named insured in accordance with the foregoing, Landlord agrees to endorse promptly to the order of Tenant, without recourse, any check, draft, or order for the payment of money representing the proceeds of any such policy or representing any other payment growing out of or connected with said policies, and Landlord does hereby irrevocably waive any and all rights in and to such proceeds and payments.

(c)           Provided that Landlord’s right of full recovery under its policy or policies aforesaid is not adversely affected or prejudiced thereby, Landlord hereby waives any and all right of recovery which it might otherwise have against Tenant, its servants, agents and employees, for loss or damage occurring to the Building and the fixtures, appurtenances and equipment therein, to the extent the same is covered by Landlord’s insurance, notwithstanding that such loss or damage may result from the negligence or fault of Tenant, its servants, agents or employees. Provided that Tenant’s right of full recovery under its aforesaid policy or policies is not adversely affected or prejudiced thereby, Tenant hereby waives any and all right of recovery which it might otherwise have against Landlord, its servants, and employees and against every other tenant in the Building who shall have executed a similar waiver as set forth in this Section 16.04 (c) for loss or damage to Tenant’s furniture, furnishings, fixtures and other property removable by Tenant under the provisions hereof to the extent that same is covered by Tenant’s insurance, notwithstanding that such loss or damage may result from the negligence or fault of Landlord, its servants, agents or employees, or such other tenant and the servants, agents or employees thereof.

(d)           Landlord and Tenant hereby agree to advise the other promptly if the clauses to be included in their respective insurance policies pursuant to subparagraphs (a) and (b) above cannot be obtained on the terms hereinbefore provided (and if such clauses are obtainable only upon payment of more than minimal additional cost, then the party in whose favor such waiver of subrogation would be in shall have the option to pay such additional cost and cause the other party to obtain such waiver) and thereafter to furnish the other with a certificate of insurance or copy of such policies showing the naming of the other as an additional named insured, as aforesaid. Landlord and Tenant hereby also agree to notify the other promptly of any cancellation or change of the terms of any such policy which would affect such clauses or naming. All such policies which name both Landlord and Tenant as additional named insureds shall, to the extent

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obtainable, contain agreements by the insurers to the effect that no act or omission of any additional named insured will invalidate the policy as to the other additional named insureds.

16.05         NOTICE OF CASUALTY

Tenant shall give Landlord notice in case of a fire or accident in the Premises promptly after Tenant is aware of such event.

ARTICLE SEVENTEEN

WAIVER OF CLAIMS AND INDEMNITY

17.01         WAIVER OF CLAIMS

To the extent permitted by law, Tenant releases the Indemnitees from, and waives all claims for, damage to person or property sustained by the Tenant or any occupant of the Building or Premises resulting directly or indirectly from any existing or future condition, defect, matter or thing in and about the Property or the Premises or any part of either or any equipment or appurtenance therein, or resulting from any accident in or about the Property, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Building or of any other person, including Landlord’s agents and servants, except where resulting from the willful and wrongful act of any of the Indemnitees. Tenant hereby waives any consequential damages, compensation or claims for inconvenience or loss of business, rents, or profits as a result of such injury or damage. If any such damage, whether to the Premises or to any part of the Property or any part thereof, or whether to Landlord or to other tenants in the Building, results from any act or neglect of Tenant, its employees, servants, agents, contractors, invitees and customers, Tenant shall be liable therefor and Landlord may, at Landlord’s option, repair such damage and Tenant shall, upon demand by Landlord, as payment of additional Rent hereunder, reimburse Landlord within ten (10) days of demand for the total cost of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages. Tenant shall not be liable for any damage caused by its acts or neglect if Landlord or a tenant has recovered the full amount of the damage from proceeds of insurance policies and the insurance company has waived its right of subrogation against Tenant.

Notwithstanding any provision of this Article Seventeen or any other provision of this Lease to the contrary other than Article Sixteen, Tenant shall not be deemed to have exempted Landlord from liability for damage for injury topersons or damage to property caused by or resulting from the negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Building.

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17.02         INDEMNITY BY TENANT

To the extent permitted by law, Tenant agrees to indemnify, protect, defend and hold the Indemnitees harmless against any and all actions, claims, demands, costs and expenses, including reasonable attorney’s fees and expenses for the defense thereof, arising from Tenant’s occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful or negligent act of Tenant, its agents, contractors, servants, employees, customers or invitees, in or about the Premises, but only to the extent of Landlord’s liability, if any, in excess of amounts, if any, paid to Landlord under insurance covering such claims or liabilities. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord.

ARTICLE EIGHTEEN

RULES AND REGULATIONS

18.01         RULES

Tenant agrees for itself and for its subtenants, employees, agents, and invitees to comply with the rules and regulations listed on Exhibit D attached hereto and with all reasonable modifications and additions thereto which Landlord may make from time to time.

18.02         ENFORCEMENT

Nothing in this Lease shall be construed to impose upon the Landlord any duty or obligation to enforce the rules and regulations as set forth on Exhibit D or as hereafter adopted, or the terms, covenants or conditions of any other lease as against any other tenant, and the Landlord shall not be liable to the Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Landlord shall use reasonable efforts to enforce the rules and regulations of the Building in a uniform and non-discriminatory manner. Tenant shall pay to Landlord all damages caused by Tenant’s failure to comply with the provisions of this Article Eighteen and shall also pay to Landlord as additional Rent an amount equal to any increase in insurance premiums directly caused by such failure to comply.

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ARTICLE NINETEEN

LANDLORD’S RESERVED RIGHTS

Landlord shall have the following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for setoff or abatement of Rent: (1) To change the Building’s name or street address upon sixty (60) days’ prior written notice to Tenant; (2) To install, affix and maintain all signs on the exterior and/or interior of the Building; (3) To designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises; (4) Upon reasonable notice to Tenant, to display the Premises to prospective tenants at reasonable hours during the last twelve (12) months of the Term; (5) To grant to any party the exclusive right to conduct any business or render any service in or to the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose permitted hereunder; (6) To change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, washrooms or public portions of the Building, and to close entrances, doors, corridors, elevators or other facilities, provided that such action shall not materially and adversely interfere with Tenant’s access to the Premises or the Building; (7) To have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises as required by any applicable rules of the United States Post Office; and (8) To close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times, under such regulations as Landlord prescribes for security purposes.

ARTICLE TWENTY

ESTOPPEL CERTIFICATE

20.01         IN GENERAL

Within fifteen (15) days after request therefor by Landlord, Mortgagee or any prospective mortgagee or owner, Tenant agrees as directed in such request to execute an Estoppel Certificate in recordable form, binding upon Tenant, certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that this Lease as modified is in full force and effect; (ii) the dates to which Rent has been paid; (iii) that Tenant is in the possession of the Premises if that is the case; (iv) that, to the best of

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Tenant’s knowledge and belief, Landlord is not in default under this Lease, or, if Tenant believes Landlord is in default, the nature thereof in detail; (v) that Tenant has no off-sets or defenses to the performance of its obligations under this Lease (or if Tenant believes there are any off-sets or defenses, a full and complete explanation thereof); (vi) that the Premises have been completed in accordance with the terms and provisions hereof or the Workletter, that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and has no claims against Landlord or any other party with respect thereto; (vii) that if an assignment of rents or leases has been served upon the Tenant by a Mortgagee, Tenant will acknowledge receipt thereof and agree to be bound by the provisions thereof; (viii) that Tenant will give to the Mortgagee copies of all notices required or permitted to be given by Tenant to Landlord; and (ix) to any other information reasonably requested.

20.02         ENFORCEMENT

In the event that Tenant fails to deliver an Estoppel Certificate, then such failure shall be a Default for which there shall be no cure or grace period. In addition to any other remedy available to Landlord, Tenant shall be deemed to have irrevocably appointed Landlord as Tenant’s attorney-in-fact to execute and deliver such Estoppel Certificate.

ARTICLE TWENTY-ONE

RELOCATION OF TENANT

At any time after the date of this Lease, Landlord may substitute for any portion of the Premises constituting all of the Premises located on a floor of the Building, other premises in the Building (the “New Premises”), in which event the New Premises shall be deemed to be the Premises for all purposes under this Lease, provided that (i) the New Premises shall be substantially similar to the Premises in area, elevator bank and configuration; (ii) if Tenant is then occupying the Premises, Landlord shall pay the actual and reasonable expenses of physically moving Tenant, its property and equipment to the New Premises including without limitation, moving, packing and unpacking, reinstalling Tenant’s computers, telephones and equipment, together with Tenant’s reasonable expenses for new stationery and business cards; (iii) Landlord shall give Tenant not less than sixty (60)days’ prior written notice of such substitution; (iv) Landlord, at its expense, shall improve the New Premises with improvements substantially similar to those in the Premises at the time of such substitution, if the Premises are then improved; (v) the New Premises shall not be on a lower floor in the Building than the portion of the Premises it is replacing; (vi) the move shall take

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place at night or over a weekend in order to minimize the disruption to Tenant’s business; and (vii) if the New Premises is larger than the portion of the Premises it is replacing, Tenant’s Monthly Base Rent and Rent Adjustments shall not be increased as a result thereof. Notwithstanding the foregoing provisions of this Article Twenty-One to the contrary, as long as the Premises continues to consist of at least two full floors in the Building, the only portions of the Premises for which Landlord may elect hereunder to substitute other space, shall be those portions, if any, which are not part of a full floor leased to Tenant hereunder.

ARTICLE TWENTY-TWO

REAL ESTATE BROKERS

Tenant represents that, except for Julien J. Studley, Inc. and MS Management Services, L.P., Tenant has not dealt with any real estate broker, sales person, or finder in connection with this Lease, and no such person initiated or participated in the negotiation of this Lease, or showed the Premises to Tenant. Tenant hereby agrees to indemnify, protect, defend and hold Landlord and the Indemnitees, harmless from and against any and all liabilities and claims for commissions and fees arising out of a breach of the foregoing representation. Landlord shall be responsible for the payment of all commissions to the broker, if any, specified in this Article.

ARTICLE TWENTY-THREE

MORTGAGEE PROTECTION

23.01         SUBORDINATION AND ATTORNMENT

This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property hereafter existing, and all amendments, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, unless such ground lease or ground lessor, or mortgage or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. If any such mortgage or trust deed is foreclosed, or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or to the ground lessor

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under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. Landlord will use reasonable efforts to obtain a non-disturbance agreement in favor of Tenant from future Mortgagees on each such Mortgagee’s standard form.

23.02         MORTGAGEE PROTECTION

Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent or shorten the term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

ARTICLE TWENTY-FOUR

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NOTICES

(a)           All notices, demands or requests provided for or permitted to be given pursuant to this Lease must be in writing and shall be personally delivered, sent by Federal Express or other overnight courier service, or mailed by first class, registered or certified mail, return receipt requested, postage prepaid.

(b)           All notices, demands or requests to be sent pursuant to this Lease shall be deemed to have been properly given or served by delivering or sending the same in accordance with this Section, addressed to the parties hereto at their respective addresses listed below:

(1)        Notices to Landlord shall be addressed:

MS MANAGEMENT SERVICES

303 East Wacker Drive - Concourse Level

Chicago, Illinois  60601-5212

with a copy to the following:

METROPOLITAN LIFE INSURANCE COMPANY

2001 Spring Road - Suite 400

Oak Brook, Illinois  60521

(2)        Notices to Tenant shall be addressed:

Senior Vice President and Chief Financial Officer

303 East Wacker Drive - Suite 600

Chicago, Illinois  60601

(c)           If notices, demands or requests are sent by registered or certified mail, said notices, demands or requests shall be effective upon being deposited in the United States mail. However, the time period in which a response to any such notice, demand or request must be given shall commence to run from the date of receipt on the return receipt of the notice, demand or request by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of notice, demand or request sent.

Notices may also be served by personal service upon any officer, director or partner of Landlord or Tenant or in the case of delivery by Federal Express or other overnight courier service, notices shall be effective upon acceptance of delivery by an employee, officer, director or partner of Landlord or Tenant.

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(d)           By giving to the other party at least thirty (30) days written notice thereof, either party shall have the right from time to time during the term of this Lease to change their respective addresses for notices, statements, demands and requests, provided such new address shall be within the United States of America.

ARTICLE TWENTY-FIVE

INTENTIONALLY OMITTED

ARTICLE TWENTY-SIX

MISCELLANEOUS

26.01         LATE CHARGES

All payments required hereunder (other than the Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits, which shall be due as hereinbefore provided) to Landlord shall be paid within twenty (20) days after Landlord’s demand therefor. All such amounts (including, without limitation Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits) not paid when due shall bear interest from the fifth day after the date due until the date paid at the Default Rate in effect on the date such payment was due.

26.02         WAIVER OF JURY TRIAL

As a material inducement to Landlord to enter into this Lease, Tenant and Landlord each hereby waive their rights to a trial by jury of any issues relating to or arising out of its obligations under this Lease or Tenant’s occupancy of the Premises. Tenant acknowledges that it has read and understood the foregoing provision.

26.03         DEFAULT UNDER OTHER LEASE

It shall be a Default under this Lease if Tenant or any affiliated company under any other lease with Landlord for premises in the Building defaults under such lease and as a result thereof such lease is terminated or terminable.

26.04         OPTION

This Lease shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of the Lease to Tenant does not constitute a reservation of or option for the Premises, except that it shall constitute an irrevocable offer on the part of Tenant in effect for fifteen (15)

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days to lease the Premises on the terms and conditions herein contained.

26.05         TENANT AUTHORITY

Tenant and Landlord each represents and warrants to the other that it has full authority and power to enter into and perform its obligations under this Lease, that the person executing this Lease is fully empowered to do so, and that no consent or authorization is necessary from any third party.

26.06         ENTIRE AGREEMENT

This Lease, the Exhibits and Riders attached hereto and the Workletter contain the entire agreement between Landlord and Tenant concerning the Premises and there are no other agreements, either oral or written. This Lease shall not be modified except by a writing executed by Landlord and Tenant.

26.07         MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE

If Mortgagee of Landlord requires a modification of this Lease which shall not result in any increased cost or expense to Tenant or in any other substantial and adverse change in the rights and obligations of Tenant hereunder, then Tenant agrees that the Lease may be so modified.

26.08         EXCULPATION

Tenant agrees, on its behalf and on behalf of its successors and assigns, that any liability of Landlord with respect to this Lease shall never exceed the amount of $5,000,000 and Tenant shall not be entitled to any judgment in excess of such amount.

26.09         ACCORD AND SATISFACTION

No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or any letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or payment of Rent or pursue any other remedies available to Landlord. No receipt of money by Landlord from Tenant after the termination of this Lease or Tenant’s right of possession of the Premises shall reinstate, continue or extend the Term.

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26.10         LANDLORD’S OBLIGATIONS ON SALE OF BUILDING

In the event of any sale or other transfer of the Building, Landlord shall be entirely freed and relieved of all agreements and obligations of Landlord hereunder accruing or to be performed after the date of such sale or transfer, provided that all of Landlord’s obligations hereunder are specifically assumed by the buyer or transferee.

26.11         BINDING EFFECT

This Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and permitted assigns.

26.12         CAPTIONS

The Article and Section captions in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Articles and Sections.

26.13         APPLICABLE LAW

This Lease shall be construed in accordance with the laws of the State of Illinois. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each item, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.

26.14         ABANDONMENT

In the event Tenant abandons the Premises but is otherwise in compliance with all the terms, covenants and conditions of this Lease, Landlord shall (i) have the right to enter into the Premises in order to show the space to prospective tenants, (ii) have the right to reduce the services provided to Tenant pursuant to the terms of this Lease to such levels as Landlord reasonably determines to be adequate services for an unoccupied premises and (iii) during the last six (6) months of the Term, have the right to prepare the Premises for occupancy by another tenant upon the end of the Term.

26.15         LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES

If Tenant fails timely to perform any of its duties under this Lease or the Workletter, Landlord shall have the right (but not the

47

obligation), to perform such duty on behalf and at the expense of Tenant without prior notice to Tenant, and all sums expended or expenses incurred by Landlord in performing such duty shall be deemed to be additional Rent under this Lease and shall be due and payable upon demand by Landlord.

26.16         RIDERS AND EXHIBITS

All Riders and Exhibits attached hereto shall be deemed to be a part hereof and are hereby incorporated herein.

48

IN WITNESS WHEREOF, this Lease has been executed as of the date set forth in Section 1.01(4) hereof.

LANDLORD:	TENANT:
METROPOLITAN LIFE INSURANCE	CONSOER TOWNSEND ENVIRODYNE
COMPANY	ENGINEERS, INC., a Delaware
	corporation
By: [Signature Illegible]	By: /s/ Daryl J. Levine
Its: Vice President	Its: SR VP - CFO
ATTEST:	ATTEST:
By: [Signature Illegible]	By: /s/ Arlana R. Neath
Its: Senior Investment Analyst	Its: Assistant Secretary

49

PLAN OFPREMISES

EXHIBIT A

WORKLETTER AGREEMENT

1.           Landlord and Tenant Work. Under the Lease, Tenant has agreed to accept the Premises "as is, " without any obligations for the performance of improvements or other work by Landlord, and Tenant desires to perform certain improvements thereto (the "Tenant Work"). Such Tenant Work shall be in accordance with the provisions of this Workletter Agreement, and to the extent not expressly inconsistent herewith, in accordance with the provisions of the Lease, including without limitation, Article 9 thereof. Performance of the Tenant Work shall not serve to abate or extend the time for the commencement of Rent under the Lease, except to the extent Landlord delays approvals beyond the times permitted below.

2.           Cost of the Work. Except as provided hereinafter, Tenant shall pay all costs (the "Costs of the Work") associated with the Tenant Work whatsoever, including without limitation, all permits, inspection fees, fees of space planners, architects, engineers, and contractors, utility connections, the cost of all labor and materials, bonds, insurance, and any structural or mechanical work, additional HVAC equipment, or modifications to any building mechanical, electrical, plumbing or other systems and equipment, either within or outside the Premises required as a result of the layout, design, or construction of the Tenant Work (including without limitation, computer and phone cabling and wiring installation).

Of the Costs of the Work, Landlord shall reimburse Tenant up to the amount of $624,329.55 (the "Improvement Allowance"). Landlord shall fund the Improvement Allowance in installments, not more frequently than monthly, based on applications for payment and releases of lien rights, submitted by Tenant on Landlord's standard form for use by contractors requesting progress payments, together with such lien releases and affidavits of payments by Tenant's general contractor and subcontractors contemplated therein with respect to the work being paid for, and such other documentation as Landlord may reasonably require. Landlord may issue checks to fund the Improvement Allowance jointly to Tenant, its general contractor, and, at Tenant's option, to any subcontractors or suppliers.

In addition to the Improvement Allowance, Landlord shall reimburse Tenant for Tenant's space planner's fees to initially design the build-out of the New Premises in an amount not to exceed One Thousand Nine Hundred Eighteen and 80/100ths Dollars ($1,918.80), plus an additional Seven Hundred Nineteen and 55/100ths Dollars ($719.55) for revisions thereof, plus an additional Seven Hundred Nineteen and 55/100ths Dollars ($719.55) for construction pricing mark up drawings.

1

Exhibit B

Landlord shall apply any unused Improvement Allowance as a credit against the installments of Monthly Base Rent and Rent Adjustments next coming due until such credit is used up; provided, however, at Tenant's election by notice to Landlord, up to $119,925 of the unused Improvement Allowance may be used by Tenant to pay for furniture, computers and other costs associated with either Tenant Work or moving into the New Premises (such reimbursements to be made to Tenant by Landlord not more than once per month after Landlord's receipt of bills for such items and such other documentation as Landlord may reasonably require).

3.           Space Plan and Specifications.

a.           No later than May 1, 1996, Tenant shall submit two (2) sets of a "Space Plan" (as described in Section 15) to Landlord for approval.

b.           Landlord shall within five (5) days after receipt thereof, either approve said Space Plan, or disapprove the same advising Tenant of the reasons for such disapproval. In the event Landlord disapproves said Space Plan, Tenant shall modify the same, taking into account the reasons given by Landlord for said disapproval, and shall submit two sets of the revised Space Plan to Landlord within five (5) days after receipt of Landlord's initial disapproval.

4.           Working Drawings and Engineering Report.

a.           No later than thirty (30) days after receipt of Landlord's approval of the Space Plan, Tenant shall submit to Landlord for approval two (2) sets of "Working Drawings" (as defined in Section 15), and a report (the "Engineering Report") from Tenant's mechanical, structural and electrical engineers indicating any special heating, cooling, ventilation, electrical, heavy load or other special or unusual requirements of Tenant.

b.           Landlord shall use reasonable efforts to attempt to either approve the Working Drawings and Engineering Report, or disapprove the same advising Tenant of the reasons for disapproval within five (5) business days (and all events within ten (10) business days) after Landlord's receipt thereof. If Landlord disapproves of the Working Drawings or Engineering Report, Tenant shall modify and submit revised Working Drawings, and a revised Engineering Report, taking into account the reasons given by Landlord for disapproval, within five (5) days after receipt of Landlord's initial disapproval.

5.           Landlord's Approval. Landlord shall not unreasonably withhold approval of any Space Plans, Working Drawings, or Engineering Report submitted hereunder if they provide for a customary office layout, with finishes and materials generally

2

Exhibit B

conforming to building standard finishes and materials currently being used by Landlord at the Property, are compatible with the Property's shell and core construction, and if no modifications will be required for the Property electrical, heating, air-conditioning, ventilation, plumbing, fire protection, life safety, or other systems or equipment, and will not require any structural modifications to the Property, whether required by heavy loads or otherwise.

6.           Space Planners, Architects, Engineers, and Contractors. The Space Plan, Working Drawings, Engineering Report and the Tenant Work, shall be prepared and performed by such space planners, architects, engineers and contractors as may be chosen by Tenant, subject to Landlord's reasonable prior approval; provided, those chosen by Tenant shall be licensed, bonded, reputable and qualified and capable of working in harmony with each other and those of Landlord so as to ensure proper maintenance of good labor relationships, and in compliance with all applicable labor agreements existing between trade unions and the relevant chapter of the Association of General Contractors of America. Such approval shall be granted or denied within fifteen (15) days after Landlord receives from Tenant with respect to each such party a reasonable description of the proposed party's background, references and qualifications. Obtaining such approvals shall not serve to delay the times for submission of the Space Plan, Working Drawings and Engineering Report required herein, except to the extent that Landlord delays granting or denying approval beyond the aforementioned fifteen (15) day period.

7.           Change Orders. No changes, modifications, alterations or additions to the approved Space Plan or Working Drawings may be made without the prior written consent of the Landlord after written request therefor by Tenant; provided, changes which are not material and which do not affect Building systems or structural components shall not require the prior written consent of Landlord, but Tenant shall promptly give Landlord notice thereof in all events. Landlord shall consent to or deny such request within five (5) business days after Landlord's receipt of such request and all information Landlord reasonably requests in connection therewith. In the event that the Premises are not constructed in accordance with said approved Space Plan and Working Drawings, then Tenant shall not be permitted to occupy the Premises until the Premises reasonably comply in all respects with said approved Space Plan and Working Drawings; in such case, the Rent shall nevertheless commence to accrue and be payable as otherwise provided in the Lease.

8.           Compliance. The Tenant Work shall comply in all respects with the following: (a) the Building Code of the City and State in which the Building is located and Federal, State, County, City or other laws, codes, ordinances and regulations, as each may apply

3

Exhibit B

according to the rulings of the controlling public official, agent or other such person, (b) applicable standards of the National Board of Fire Underwriters and National Electrical Code, (c) building material manufacturer's specifications, and (d) all other applicable laws and regulations.

9.           Guarantees. Each contractor, subcontractor and supplier participating in the Tenant Work shall guarantee that the portion thereof for which he is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Every such contractor, subcontractor, and supplier shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract which shall become defective within one (1) year after completion thereof. The correction of such work shall include, without additional charge, all additional expenses and damages in connection with such removal or replacement of all or any part of the Tenant Work, and/or the Property and/or common areas, or work which may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Work shall be contained in the contract or subcontract which shall be written such that said warranties or guarantees shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give Landlord any assignment or other assurances necessary to effect such right of direct enforcement. Copies of all contracts and subcontracts shall be furnished to Landlord promptly after the same are entered.

10.           Performance.

a.           The Tenant Work shall be commenced within a reasonable period after Landlord approves the Working Drawings, and shall thereafter be diligently prosecuted to completion, subject to delays for reasons beyond Tenant's control (except financial matters). All Tenant Work shall conform with the Working Drawings approved by Landlord in writing, and Landlord may periodically inspect the Work for such compliance. The Tenant Work shall be coordinated under Landlord's direction with the work being done or to be performed for or by Landlord or other tenants in the Property so that the Tenant Work will not interfere with or delay the completion of any other construction work in the Property.

b.           The Tenant Work shall be performed in a thoroughly safe, first-class and workmanlike manner in conformity with the approved Space Plan and Working Drawings, and shall be in good and usable condition at the date of completion.

c.           Tenant shall be required to obtain and pay for all necessary permits and/or fees with respect to the Tenant Work, and

4

Exhibit B

the same shall be shown to Landlord prior to commencement of the Tenant Work.

d.           Each contractor and subcontractor shall be required to obtain prior written approval from Landlord for any space outside the Premises within the Property, which such contractor or subcontractor desires to use for storage, handling, and moving of his materials and equipment, as well as for the location of any facilities for his personnel.

e.           The contractors and subcontractors shall be required to remove from the Premises and dispose of, at least once a week and more frequently as Landlord may direct, all debris and rubbish caused by or resulting from the construction. Upon completion of the Tenant Work, the contractors and subcontractors shall remove all surplus materials, debris and rubbish of whatever kind remaining within the Property which has been brought in or created by the contractors and subcontractors in the performance of the Tenant Work. If any contractor or subcontractor shall neglect, refuse or fail to remove any such debris, rubbish, surplus material or temporary structures within two (2) days after notice to Tenant from Landlord with respect thereto, Landlord may cause the same to be removed by contract or otherwise as Landlord may determine expedient, and charge the cost thereof to Tenant as additional Rent under the Lease.

f.           Tenant shall obtain and furnish Landlord all approvals with respect to electrical, water and telephone work as may be required by the respective company supplying the service. Tenant shall obtain utility service, including metering, from the utility company supplying service, unless Landlord elects to supply service and/or meters.

g.           Landlord's acceptance of the Tenant Work as being complete in accordance with the approved Space Plan and Working Drawings shall be subject to Landlord's inspection and written approval. Tenant shall give Landlord 5 days prior written notification of the anticipated completion date of the Tenant Work.

h.           If contemplated or permitted under the statutes of the State in which the Property is located, within ten (10) days after completion of construction of the Tenant Work, Tenant shall execute and file a Notice of Completion with respect thereto and furnish a copy thereof to Landlord upon recordation, failing which, Landlord may itself execute and file the same on behalf of Tenant as Tenant's agent for such purpose.

i.           Tenant shall, at its cost and expense construct, purchase, install and perform any and all items of the Tenant Work and employ its personnel so as to obtain any governmentally required certificate of occupancy and to occupy the Premises as

5

Exhibit B

soon as possible, and in all cases on or before the date required therefor hereunder or under the Lease.

j.           If an expansion joint occurs within the Premises, Tenant shall install finish floor covering to or covering such joint in a workmanlike manner, and Landlord shall not accept responsibility for any finish floor covering applied to or installed over the expansion joint.

k.           At least two (2) copies of "as built" drawings shall be provided to Landlord no later than thirty (30) days after completion of the Tenant Work.

l.           Landlord’s approval of Tenant's plans and specifications, and Landlord's recommendations or approvals concerning contractors, subcontractors, space planners, engineers or architects, shall not be deemed a warranty as to the quality or adequacy of the Tenant Work, or the design thereof, or of its compliance with laws, codes and other legal requirements.

m.           Tenant shall conduct its labor relations and relations with employees so as to avoid strikes, picketing, and boycotts of, on or about the Premises or Property. If any employees strike, or if picket lines or boycotts or other visible activities objectionable to Landlord are established, conducted or carried out against Tenant, its employees, agents, contractors, subcontractors or suppliers, in or about the Premises or Property, Tenant shall immediately close the Premises and remove or cause to be removed all such employees, agents, contractors, subcontractors and suppliers until the dispute has been settled.

n.           Landlord shall not be responsible for any disturbance or deficiency created in the air conditioning or other mechanical, electrical or structural facilities within the Property or Premises as a result of the Tenant Work. If such disturbances or deficiencies result, Tenant shall correct the same and restore the services to Landlord's reasonable satisfaction, within a reasonable time.

o.           If performance of the Tenant Work shall require that additional services or facilities (including without limitation, extra or after-hours elevator usage or cleaning services) be provided, Tenant shall pay Landlord's reasonable charges therefor.

p.           Tenant's contractors shall comply with the rules of the Property and Landlord's requirements respecting the hours of availability of elevators and manner of handling materials, equipment and debris. Tenant's demolition must be performed after 6:00 p.m. or on weekends. Delivery of materials, equipment and removal of debris must be arranged to avoid any inconvenience or

6

Exhibit B

annoyance to other occupants. The Tenant Work and all cleaning in the Premises must be controlled to prevent dirt, dust or other matter from infiltrating into adjacent tenant or mechanical areas.

q.           Landlord may impose reasonable additional requirements from time to time in order to ensure that the Tenant Work, and the construction thereof does not disturb or interfere with any other tenants of the Property, or their visitors, contractors or agents. nor interfere with the efficient, safe and secure operation of the Property.

11.           Insurance. All contractors and sub-contractors shall carry Worker's Compensation Insurance covering all of their respective employees in the statutory amounts, Employer's Liability Insurance in the amount of at least $500,000 per occurrence, and comprehensive general liability insurance of at least $3,000,000 combined single limit for bodily injury, death, or property damage; and the policies therefor shall cover Landlord and Tenant, as additional named insureds, as well as the contractor or subcontractor. Tenant or Tenant's contractor shall carry builder's risk insurance coverage respecting the construction and improvements to be made by Tenant, in the amount of the anticipated cost of construction of the Tenant Work (or any guaranteed maximum price). All insurance carriers hereunder shall be rated at least A and X in Best's Insurance Guide. Certificates for all such insurance shall be delivered to Landlord before the construction is commenced or contractor's equipment is moved onto the Property. All policies of insurance must require that the carrier give Landlord twenty (20) days' advance written notice of any cancellation or reduction in the amounts of insurance. In the event that during the course of the Tenant Work any damage shall occur to the construction and improvements being made by Tenant, then Tenant shall repair the same at Tenant's cost.

12.           Signage. Notwithstanding anything contained herein to the contrary, Landlord shall cause signage of building standard material and design to be placed on or near the door of the Premises. Tenant shall also have the right to signage on the 5th and 6th floors and in the Building lobby, in locations to be selected by Landlord. In addition, Landlord shall cause signage to be placed in the main elevator lobby of the Building consistent with that of other tenants with signage there. Tenant shall pay the cost of all such signage to Landlord upon demand. The amount due from Tenant therefor shall be deemed "Rent" under the Lease. Tenant shall promptly advise Landlord what name or names Tenant wishes for said signage. The design, color, size and content of all signage shall be subject to Landlord's prior written approval. No other signage may be installed or placed outside the Premises by Tenant.

7

Exhibit B

13.           Liens. Tenant shall keep the Property and Premises free from any mechanic's, materialman's or similar liens or other such encumbrances in connection with the Tenant Work, and shall indemnify and hold Landlord harmless from and against any claims, liabilities, judgments, or costs (including attorneys’ fees) arising in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of the Tenant Work (or such additional time as may be necessary under applicable laws), to afford Landlord the opportunity of posting and recording appropriate notices of nonresponsibility. Tenant shall remove any such lien or encumbrance by bond or otherwise within thirty (30) days after written notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. The amount paid shall be deemed additional rent under the Lease payable upon demand, without limitation as to other remedies available to Landlord under the Lease. Nothing contained herein shall authorize Tenant to do any act which shall subject Landlord's title to the Property or Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Property or Premises arising in connection with the Tenant Work shall be null and void, or at Landlord's option shall attach only against Tenant's interest in the Premises and shall in all respects be subordinate to Landlord's title to the Property and Premises.

14.           Indemnity. Tenant shall indemnify, defend and hold harmless Landlord (and Landlord's principals, partners, members, agents, trustees, beneficiaries, officers, employees and affiliates) from and against any claims, demands, losses, damages, injuries, liabilities, expenses, judgments, liens, encumbrances, orders, and awards, together with attorneys' fees and litigation expenses arising out of or in connection with the Tenant Work, or Tenant's failure to comply with the provisions hereof, or any failure by Tenant's contractors, subcontractors or their employees to comply with the provisions hereof, except to the extent caused by Landlord's intentional or negligent acts.

15.           Certain Definitions.

a.           "Space Plan" herein means a floor plan, drawn to scale, showing: (1) demising walls, corridor doors, interior partition walls and interior doors, including any special walls, glass partitions or special corridor doors, (2) any restrooms, kitchens, computer rooms, file rooms and other special purpose rooms, and any sinks or other plumbing facilities, or other special facilities or equipment, (3) any communications system, indicating telephone and computer outlet locations, and (4) any other details or features required to reasonably delineate the Tenant Work to be performed.

8

Exhibit B

b.           "Working Drawings" herein means fully dimensioned architectural construction drawings and specifications, and any required engineering drawings (including mechanical, electrical, plumbing, air-conditioning, ventilation and heating), and shall include any applicable items described above for the Space Plan, and if applicable: (1) electrical outlet locations, circuits and anticipated usage therefor, (2) reflected ceiling plan, including lighting, switching, and any special ceiling specifications, (3) duct locations for heating, ventilating and air-conditioning equipment, (4) details of all millwork, (5) dimensions of all equipment and cabinets to be built in, (6) furniture plan showing details of space occupancy, (7) keying schedule, (8) lighting arrangement, (9) location of print machines, equipment in lunch rooms, concentrated file and library loadings and any other equipment or systems (with brand names wherever possible) which require special consideration relative to air-conditioning, ventilation, electrical, plumbing, structural, fire protection, life-fire-safety system, or mechanical systems, (10) special heating, ventilating and air conditioning equipment and requirements, (11) weight and location of heavy equipment, and anticipated loads for special usage rooms, (12) demolition plan, (13) partition construction plan, (14) type and color of floor and wall-coverings, wall paint and any other finishes, and any other details or features required to completely delineate the Tenant Work to be performed.

16.           Taxes. Tenant shall pay prior to delinquency all taxes, charges or other governmental impositions (including without limitation, any real estate taxes or assessments, sales tax or value added tax) assessed against or levied upon Tenant's fixtures, furnishings, equipment and personal property located in the Premises and the Tenant Work to the Premises under this Agreement. Whenever possible, Tenant shall cause all such items to be assessed and billed separately from the property of Landlord. In the event any such items shall be assessed and billed with the property of Landlord, Tenant shall pay its share of such taxes, charges or other governmental impositions to Landlord within thirty (30) days after Landlord delivers a statement and a copy of the assessment or other documentation showing the amount of such impositions applicable to Tenant.

17.           INCORPORATED INTO LEASE; DEFAULT. THE PARTIES AGREE THAT THE PROVISIONS OF THIS WORKLETTER AGREEMENT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and this Workletter Agreement, the latter shall govern and control. If Tenant shall default under the Lease or this Workletter Agreement, Landlord may order that all Work being performed in the Premises be stopped immediately, and that no further deliveries to the Premises be made, until such default is cured, without limitation as to Landlord's other remedies, and the same shall constitute Tenant's

9

Exhibit B

Delay. Any amounts payable by Tenant to Landlord hereunder shall be paid as additional rent under the Lease. Any default by the other party hereunder shall constitute a default under the Lease and shall be subject to the remedies and other provisions applicable thereto under the Lease. If Tenant shall default under the Lease or this Workletter Agreement and fail to cure the same within the time permitted for cure under the Lease, at Landlord's option, all amounts paid or incurred by Landlord towards the Improvement Allowance shall become immediately due and payable as additional Rent under the Lease.

10

Exhibit B

SYSTEMS SPECIFICATIONS

Air-conditioning which shall, within tolerances normal in first-class buildings, be capable of maintaining inside space conditions of 75°F (+ 2° F) dry bulb and 50% relative humidity when outside conditions are 95°F dry bulb and 75°F wet bulb. Heating shall, within tolerances normal in first-class office buildings, be capable of maintaining inside space conditions of 72°F dry bulb when outside conditions are - -5°F dry bulb. The foregoing is based upon occupancy density of not more than one (1) person for each one hundred fifty (150) usable square feet of floor area within the Premises and a maximum electric lighting and office machine load of 3.5 watts per useable square foot demand load.

Exhibit C

RULES AND REGULATIONS

(1) No sign, lettering, picture, notice or advertisement shall be placed on any outside window or in a position to be visible from outside the Premises and if visible from the outside or public corridors within the Building shall be installed in such manner and be of such character and style as Landlord shall approve in writing.

(2) Tenant shall not use the name of the Building for any purpose other than Tenant's business address; Tenant shall not use the name of the Building for Tenant's business address after Tenant vacates the Premises; nor shall Tenant use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence.

(3) No article which is explosive or inherently dangerous is allowed in the Building.

(4) Tenant shall not represent itself as being associated with any company or corporation by which the Building may be known or names.

(5) Sidewalks, entrances, passages, courts, corridors, halls, elevators and stairways in and about the Premises shall not be obstructed.

(6) No animals (except for dogs in the company of a blind person), pets, bicycles or other vehicles shall be brought or permitted to be in the Building or the Premises.

(7) Room-to-room canvasses to solicit business from other tenants of the Building are not permitted; Tenant shall not advertise the business, profession or activities of Tenant conducted in the Building in any manner which violates any code of ethics by any recognized association or organization pertaining to such business, profession or activities.

(8) Tenant shall not waste electricity, water or air-conditioning and shall cooperate fully with Landlord to assure the most effective and efficient operation of the Building's heating and air-conditioning systems.

(9) No locks or similar devices shall be attached to any door except by Landlord and Landlord shall have the right to retain a key to all such locks. Tenant may not install any locks without Landlord's prior approval, which approval shall not be unreasonably withheld or delayed.

1

Exhibit D

(10) Tenant assumes full responsibility of protecting the Premises from theft, robbery and pilferage; the Indemnitees shall not be liable for damage thereto or theft or misappropriation thereof. Except during Tenant's normal business hours, Tenant shall keep all doors to the Premises locked and other means of entry to the Premises closed and secured. All corridor doors shall remain closed at all times. If Tenant desires telegraphic, telephones, burglar alarms or other electronic mechanical devices, the Landlord will, upon request direct where and how connections and all wiring for such services shall be installed and no boring, cutting or installing of wires or cables is permitted without Landlord's approval.

(11) Except with the prior reasonable approval of Landlord, all cleaning, repairing, janitorial, decorating, painting or other services and work in and about the Premises shall be done only by authorized Building personnel.

(12) The weight, size and location of safes, furniture, equipment, machines and other large or bulky articles shall be subject to Landlord's approval and shall be brought to the Building and into and out of the Premises at such times and in such manner as the Landlord shall direct and at Tenant's sole risk and cost. Prior to Tenant's removal of any of such articles from the Building, Tenant shall obtain written authorization of the Office of the Building and shall present such authorization to a designated employee of Landlord.

(13) Tenant shall not overload the safe capacity of the electrical writing of the Building and the Premises or exceed the capacity of the feeders to the Building or risers. T o Landlord's actual knowledge, the floor load of the Premises is 80 pounds per square foot live load and 20 pounds per square foot partition, ceiling and door load.

(14) To the extent permitted by law, Tenant shall not cause or permit picketing or other activity which would interfere with the business of Landlord or any other tenant or occupant of the Building, or distribution of written materials involving its employees in or about the Building, except in those locations and subject to time and other limitations as to which Landlord may give prior written consent.

(15) Tenant shall not cook, otherwise prepare or sell any food or beverages in or from the Premises or use the Premises for housing accommodations or lodging or sleeping purposes except that Tenant may install and maintain vending machines, coffee/beverage stations and food warming equipment and eating facilities for the benefit of its employees or guests, provided the same are maintained in compliance with applicable

2

Exhibit D

laws and regulations and do not disturb other tenants in the Building with odor, refuse or pests.

(16) Tenant shall not permit the use of any apparatus for sound production or transmission in such manner that the sound so transmitted or produced shall be audible or vibrations therefrom shall be detectable beyond the Premises; nor permit objectionable odors or vapors to emanate from the Premises.

(17) No floor covering shall be affixed to any floor in the Premises by means of glue or other adhesive without Landlord's prior written consent.

(18) Tenant shall at all time maintain the window blinds in the lowered position, though Tenant may keep the louvers open.

(19) Tenant shall only use the freight elevator for mail carts, dollies and other similar devices for delivering material between floors that Tenant may occupy.

(20) No smoking, eating, drinking, loitering or laying is permitted in the Common Area except in designated areas.

(21) Landlord may require that all persons who enter or leave the Building identify themselves to security guards, by registration or otherwise. Landlord, however, shall have no responsibility or liability for any theft, robbery or other crime in the Building. Tenant shall assume full responsibility for protecting the Premises, including keeping all doors to the Premises locked after the close of business.

(22) Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency and shall cooperate and participate in all reasonable security and safety programs affecting the Building. If Tenant installs a security system which includes card reader access devices, crash bars or similar hardware on fire exit doors, Tenant shall in all events not prohibit access required by laws or regulations or by safety, fire protection and evacuation procedures.

3

Exhibit D

EXHIBIT E

HAS BEEN INTENTIONALLY DELETED

1

Exhibit E

CLEANING SCHEDULE

1

Exhibit F

II.           CLEANING SPECIFICATIONS - NIGHT

A.           CLIENT SUITES

GENERAL NOTE: The Contractor is responsible for damage to client space including any broken desks, plants, venetian blinds, etc.

1.           NIGHTLY

a. Carpeted floors: All carpeted floors will be vacuumed nightly using a high quality vacuum, moving all light furniture such as chairs and stands. All furniture will be replaced to its original position. Vacuum under all desks and large furniture

6

where possible. Spot clean, as required. Beater bar vacuum should be used when necessary.

b. Uncarpeted floors: All hard-surfaced floors will be dust-mopped nightly, using a treated dust mop, moving all light furniture. All furniture will be replaced to its original position. Dust-mop under all desks and large furniture where possible. Spot-clean where necessary to remove spills and smudges and buff as necessary.

c. Dusting and cleaning: Wipe all furniture tops, legs, rungs and sides; wipe and disinfect telephones; move lamps, ashtrays, and other accessories (i.e. paper clips holder, rolodex, etc.) as necessary. Wipe all horizontal surfaces within reach, including window ledges, baseboards, ledges, molding and sills on glass and partitions. No feather dusters will be allowed. Papers or other personal items (i.e., pictures, keys, wallets, etc.) left on desk tops should not be removed.

d. Furniture and Accessories: Dust, wipe clean and remove finger marks, if necessary, from all furniture, file cabinets, mapboards, and telephones using treated cloth.

e. Doors and Walls: All doors, jambs, walls and window mullions will be spot-cleaned to remove streaks, smudges, finger marks, spills, and stains, paying particular attention to walls around switch plates and door jambs and doors around knobs and opening edges.

f. Trash Removal:Collect and remove wastepaper, waste material and cardboard boxes (which Contractor will flatten) to designated area in or adjacent to the premises. Separate all wastepaper from other waste material and bag separately. Waste and/or rubbish bags shall be furnished by Contractor, if requested by Manager, and shall be adequate to hold contents without breaking. Manager shall have the right to approve trash removal containers and janitorial carts. Cardboard boxes should be placed in compactor, wood and metal should be placed in open dumpster. Contractor will participate in building recycling program, where applicable.

g. Miscellaneous: Sweep private stairways, wash as necessary, vacuum carpeted stairways, dust hand rails, balustrades and stringers as necessary.

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Dust and clean all chair rails, paneling, trim, door and other architectural louvers, lattices and ornamental work, grilles, pictures, vinyl or fabric of chairs and, settees, ventilating louvers, charts and baseboards. Clean all directory board glass and display glass. Wash as needed and directed by Manager.

Remove all finger marks, smudges, gum or foreign matter from glass desk tops, glass table tops, glass entrances, private entrances to offices and elevator doors. Additionally, remove all marks and smudges from metal partitions and mail chutes (if any).

Clean glass entrance doors nightly.

Scour, wash clean all water fountains and coolers, emptying waste water as needed.

Mop up, wash or spot remove all coffee stain spills, foot tracks and smears throughout. Remove all ink stains as necessary.

Dust and wash all closet and coatroom shelving, coat racks and flooring.

Wipe clean and polish all brass, stainless steel, metal and other bright work, using a non-acid polish.

Upon completion of all nightly chores, all lights shall be turned off, windows closed, doors locked and offices left in a neat and orderly condition.

Once entering a suite, the door is to be locked. Propping the doors open is not allowed.

2.           WEEKLY

a. Carpeted Floors: All carpeted floors will be edged with an edging tool, paying particular attention to corners, behind doors, and around furniture legs and bases. Baseboards will be washed with a mild soap, rinsed with clean water and wiped dry.

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3.           MONTHLY

a. Uncarpeted Floors: All hard-surfaced floors will be buffed with an electric rotary buffing machine as necessary, per manufacturer's specifications, but no less than once a month. All finish marks and/or residual cleaning fluids will be removed from baseboards, doors, and frames.

b. High dusting: Perform all high dusting throughout on a monthly basis unless otherwise specified, including the following:

Vacuum and dust all pictures, frames, charts, graphs and similar wall hangings not reached in nightly cleaning. Damp dust as required.

Vacuum and dust all vertical surfaces such as walls, partitions, doors, bucks and ventilating louvers, grilles, high moldings and other surfaces not reached in nightly cleaning.

Dust all overhead pipes, sprinklers, ventilating and air conditioning louvers and adjacent ceiling areas, ducts and other equipment items not reached in nightly cleaning.

Dust all venetian blinds and window frames.

Dust exterior of lighting fixtures.

Wash all furniture glass.

Upholstered furniture will be vacuumed to remove crumbs and dust.

Vacuum and dust ceiling tiles as required.

Wipe clean and polish all aluminum, chrome, stainless steel, brass and other metal work, including trim and hardware, using a non-acid polish or other solution as directed by Manager.

4.           BI-MONTHLY

a. Hard-surfaced Floors: All hard-surfaced floors will be completely stripped, removing all finish. After the floors have

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been mopped, rinsed and dried, they will be refinished and machine polished to a uniformly bright, clean appearance, using manufacturer's recommended specifications. All wax spills and splashes will be removed from baseboards, doors, jambs, molding and walls.

b. Wastebaskets:  As requested by Manager or Client, thoroughly wash waste-baskets inside and out, dry, and return to their original location.

GENERAL NOTES: A non-staining floor finish that provides a high-degree of slip prevention shall be used on all floor maintenance work

Contractor shall provide all required carpet maintenance for such installations throughout all areas of the building.

Complete floor maintenance shall be provided prior to the move-in of all new clients and a unit price shall be submitted for this work.

Provide Manager and keep on file, on site, all safety data sheets on all materials used.

5.           ANNUALLY

a. All building standard light fixtures will be removed, cleaned and replaced.

b. All window blinds will be removed, cleaned and replaced.

B.           RESTROOMS

1.           General

It is the intention of this specification to keep lavatories thoroughly clean and not to mask odors. If disinfectants are necessary, an odorless disinfectant shall be used. Remove all wastepaper and refuse, including sanitary napkins, to a designated area in the building and dispose of same. All wastepaper and sanitary napkin receptacles are to be thoroughly cleaned and washed, and new liners installed; liners to be installed so as to ensure maximum usage of receptacles. Fill toilet tissue holders, seat cover containers, soap dispensers, towel dispensers, and sanitary napkin dispensers. All supplies (i.e. toilet paper, hand towels, toilet seat covers and plastic trash receptacle liners) to be furnished by Manager. The filling of

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such dispensers to be in such quantity as to last the entire business day. Whenever possible, do not overfill and do not stock supplies on shelves, vanity tops or other visible areas. Immediately report all necessary repairs/replacements to the Manager including lights not functioning properly. The sanitary dispenser machines will be maintained by Contractor. The products for the sanitary dispensers shall be purchased by the Contractor. Revenues collected by the Contractor on a regular basis shall be deemed the revenue of the Contractor.

All tasks detailed above are to be done on a nightly basis.

2.           Nightly Cleaning

a. Walls and Metal Partitions: Damp wipe all metal toilet partitions and tiled walls, removing graffiti with care taken not to damage surfaces. All surfaces are to be wiped dry so that all wipe marks are removed and surface has a uniformly bright appearance. Dust the top edges of all partitions, ledges and mirror tops.

b. Floors and Tile: Floors will be swept clean and wet-mopped with a germicidal detergent approved by Manager using spray tank method. The floors will then be mopped dry and all watermarks and stains wiped from wall and metal partition bases, paying particular attention to corners. Scuff marks and footmarks are to be removed throughout.

c. Metal Fixtures: Wash and polish all mirrors, powder shelves, bright work (including flushometers and exposed piping below wash basins and behind toilet fixtures), towel dispensers, receptacles and any other metal accessories. Contractor shall use only non-abrasive, non-acidic material to avoid damage to metal fixtures.

d. Ceramic Fixtures: Scour, wash and disinfect all basins, including faucet handles, bowls, urinals and tile walls near urinals with approved germicidal detergent solution. Special care must be taken to inspect and clean areas of difficult access, such as the underside of the lip/rim of toilet bowls and urinals, to prevent buildup of calcium and iron oxide deposits. Wash both sides of all toilet seats with approved germicidal solution and wipe dry. Toilet seats are to be left in an upright position.

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e. Powder Rooms: If applicable, should be thoroughly cleaned and floors should be washed and waxed or vacuumed with spot removal, if applicable.

3.           Weekly

a. Floors: All floors will be machine scrubbed, using a germicidal solution, detergent and water. After scrubbing, floors will be rinsed with clean water and dried. All water marks will be removed from walls, partitions, and fixtures. An approved floor finish will be applied and buffed as needed.

b. Floor Drains: Clean, disinfect, and fill with water to avoid the escape of sewer gasses. No acids are permitted.

4.           Monthly

a. Walls and Metal Partitions and Washable Ceiling: Wash with water and germicidal solution. Wipe dry and polish to a uniformly bright, clean condition.

b. High dusting and Cleaning: Perform all high dusting, inclusive of grilles and diffusers, vacuum and wash all ceilings and louvers, including washable acoustical tile.

The above shall be performed more frequently, if directed by Manager.

5.           Quarterly

a. Light Fixtures and Ceiling Grills: Specially trained employees will remove light lenses and ceiling grills. Wash thoroughly, dry and replace. This will be done as often as necessary, but not less often than quarterly. A proposed cleaning schedule providing for the cleaning in 25% of the building will be submitted with contractor's proposal for the proper care and maintenance of these fixtures. Such schedule will be subject to approval by Manager.

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C.           ELEVATORS/ESCALATORS (Below and Above Grades, including Freights)

1.           Nightly

a. Floors: All elevator carpets will be vacuumed and spot-cleaned nightly, using particular care to clean in corners and along edges. Soluble spots will be removed using a procedure without risk or injury to color or fabric. Uncarpeted floors will be swept and damp-mopped.

b. Saddles: All saddles and door tracks will be wiped clean, removing all dirt and stains. All dirt and debris is to be removed from door tracks using brush, vacuum and/or edging tool. Saddles and tracks will be left in a uniformly bright, clean condition.

c. Walls and Metalwork: All marks, streaks, smudges, gum and other sticky substances will be removed from walls, doors (interior and exterior), panels, granite, facing, grout (removal of marks from grout must be accomplished without compromising the integrity of the grout), handrails and jambs and will be wiped down and polished to a uniformly clean and bright appearance. In a like manner, ceiling panels and above ceiling areas will be maintained in a uniformly clear and bright appearance. Any damage (such as scratches, graffiti or broken floor-call buttons) is to be reported to Manager. In addition, any lights not functioning properly are to be reported to Manager, noting elevator numbers.

d. Escalators: All metal work on escalators will be wiped cleaned and polished and left in a uniformly clean and bright condition.

2.           WEEKLY

a. Floors: Shampoo carpets in elevator cabs, including spare carpets if made available, following manufacturer's specifications. Uncarpeted floors are to be machine scrubbed and sealed, as necessary.

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D.           MAIN LOBBY AND CONCOURSE

1.           Nightly

a. Carpeted Areas: Any carpeted areas, including carpet behind consoles, will be vacuumed nightly. Vacuuming shall include nightly edging along baseboards, movement of cigarette urns and small furniture. All furniture and fixtures are to be replaced to their original position when vacuuming is finished. Carpet will be spot-cleaned where necessary each night.

b. Uncarpeted Areas: Hard-surfaced floors are to be dust-mopped, using a treated mop to remove all loose dirt and grit, and then wet-mopped with clean water and dried. All mop marks and water splashes will be removed from walls, baseboards, carpeting and furniture, and all furniture and fixtures replaced to their original position when mopping is completed. Lobby planters are to be moved to allow for cleaning of floor, then put back in the same location, where possible.

c. Walls and Doors: All walk (including granite), doors, and jambs will be cleaned to remove all dust, finger marks, smudges and spills (inclusive of stairway and utility doors). Special attention to all areas around call buttons.

NOTE: Care must be taken around and/or near all artwork and displays.

d. Lobby Glass: All glass windows, doors, and jambs will be cleaned to remove all finger marks, smudges and spills, and will be left in a uniformly bright, clean condition.

e. Miscellaneous Metalwork: All metalwork, such as mail chutes and boxes, door hardware and frames, metal lettering, mullions and sills, door knobs and kick plates, etc. will be wiped clean and polished and left in a bright condition, free of all dust and streaks.

f. Elevator Doors, Panels, Granite and Saddles (Tracks): Elevator doors (interior and exterior) will be wiped down and polished (top to bottom) and left in a bright condition, free of all dust and streaks. Elevator saddles will be wiped clean and all dirt and debris removed from door tracks, using a

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vacuum service tool. Spills and smudges will be removed so that the saddles and tracks are left in a bright, clean condition. Any and all scratches or marks should be reported to the supervisor for report to Manager. Special care should be taken when cleaning elevator control panels. Do not use water on control panels.

g. Cigarette Urns: Clean all cigarette urns, removing all butts and debris nightly using a sifting or screen tool. Refill with sand when necessary; sand to be no more than 1" from top. All material to be furnished by Contractor.

h. Dusting: All horizontal surfaces, including furniture tops and areas within reach which includes the security station (console) and seating areas, are to be dusted nightly using treated dust cloths. No feather dusters are to be used.

i. Miscellaneous Displays: Clean all miscellaneous displays, except artwork (including sign holders, stanchions and newspaper trays nightly) and other displays as directed.

j. Louvers: Dust all door louvers and other ventilating louvers within reach.

k. Baseboards: Dust and clean all baseboards, electric fixtures and any other fixtures or fittings within reach.

1. Escalators: All escalator rails and glass are to be thoroughly cleaned. All escalator metal is to be cleaned and polished.

m. Mats: Sweep, vacuum, spot clean and scrub as required all mats and runners.

2.           Weekly

a. Carpeted Areas: Carpeted floors are to be vacuumed using a pile lifter to remove all embedded dirt and grit. The operation will include the same edging and detailing required for nightly vacuuming.

b. Uncarpeted Areas: All hard-surfaced floors will be machine buffed following specified (Section D, paragraph 1 b) nightly procedures, using an electric rotary buffing machine to obtain maximum shine.

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3.           Monthly

a. Carpeted Areas: All carpeted floors will be shampooed to remove any spots, stains or other spills, and be left in a uniformly clean condition. Any spots not removable by normal shampooing will be reported by the supervisor to Manager.

b. Uncarpeted Areas: All hard-surfaced floors are to be completely machine scrubbed. After scrubbing, the floor will be re-sealed as needed. On completion of re-sealing, all water and other marks will be removed from walls, baseboards, doors, furniture mullions and adjacent carpeted areas. Lobby and concourse planters shall be moved in all possible cases and replaced. Special care should be given to ensure that planters or column bases are not damaged in the scrubbing process. Any repairs shall be made by Contractor at Contractor's sole cost and expense.

c. Air Diffusers: All diffusers shall be cleaned using a treated dust cloth.

4.           Semi-Annual

a. Walls: All walls, doors and frames will be thoroughly cleaned, using methods reviewed and accepted by Manager, leaving no streaks, smudges, dust, or stains. Walls, doors and frames shall have a uniformly bright and clean appearance when completed. All nicks and scratches requiring more than routine touch-up will be reported by the supervisor to the Manager for repair. The Office of the Building shall be notified one week in advance of the semi-annual cleaning in order to schedule the removal and safekeeping of Lobby art work and any other displays.

b. Lights: Clean high lights, globes, fixtures and all other items not reached in nightly, weekly or quarterly cleaning

NOTE: It is the intent of this Agreement and Contractor agrees to keep lobbies. concourse areas and entrance ways properly maintained and clean and presentable at all times, commensurate with first-class office buildings.

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E. PUBLIC AREAS (Hallways, All Elevators Lobbies Which Include Passenger, Garage and Freights).

1.           Nightly

a. Carpeted Areas: All carpeted floors are to be vacuumed and edged with a small broom or edging tool, moving any and all furniture and accessories. Carpet will be spot-cleaned where necessary, using a method without risk of injury to color or fabric.

b. Uncarpeted Areas: All hard-surfaced floors are to be mopped with a treated dust mop and buffed, as needed, to maintain a uniformly bright appearance, with particular attention to edges, corners, and behind doors. All spills and stains will be removed with a damp mop or cloth. Baseboards, frames (molding) and granite will be wiped down with a treated dust cloth.

c. Walls: All walls will be spot-cleaned to remove all smudges, stains, and hand marks, using only clean water or a mild cleansing agent, where necessary. When soap or cleaner is used, the wall will be rinsed with clean water and dried. No abrasive materials or solutions are to be used.

d. Doors and Jambs: All doors and jambs will be spot-cleaned to remove any hand marks, stains, spills or smudges. Use only clean water or a mild cleansing agent where necessary, and rinse with clean water and dry. When completed, doors and jambs shall have a uniformly clean appearance.

e. Glass Doors and Partitions: All glass doors and partitions, including any directory glass, will be spot-cleaned to remove any finger marks, smudges, or stains and will be left in a uniformly bright, clean condition.

f. Miscellaneous Metalwork: All metalwork, such as mail chutes, door hardware and frames, metal lettering, and other metal accessories will be wiped clean and polished using a non-acid polish and left in a uniformly clean and bright condition, free of all dust and streaks.

g. Elevator Doors and Saddles: Elevator doors, panels (granite or metal) and frames will be completely wiped down and

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polished, removing all dust, marks and stains, and left in a uniformly clean and bright condition.

h. Cigarette Urns: Clean all cigarette urns, removing all butts and debris utilizing a sifter screen and fill to within 1" of top with clean sand as needed. Material to be provided by Contractor.

i. Dusting: Dust all accessories, planters, ledges and all other horizontal surfaces, using a treated dust cloth. No feather dusters are to be used. All surfaces to be left in a clean, dust-free condition. Spot-clean as necessary.

j. Furniture and Miscellaneous: All furniture is to be wiped, using treated dust cloth, paying particular attention to legs and surfaces near the floor. Vinyl or leather surfaces are to be dusted and spot-cleaned where necessary; fabric is to be vacuumed as necessary.

2.           Weekly

a. Carpeted Areas: All carpeted floors will be vacuumed, using a pile lifter to remove all embedded dirt and grit and restore pile to a uniformly upright condition.

b. Uncarpeted Areas: All hard-surfaced floors will be wet-mopped. All residual wax and mop or scrubber marks will be removed from baseboards. Floors, chrome frames, granite walls and baseboards to be left in a uniformly bright, clean condition.

c. Baseboards will be cleaned with mild soap and water, rinsed with clean water and wiped dry after vacuuming of the carpets is complete.

3.           Monthly

a. Carpeted Areas: All carpeted areas will be shampooed removing all stains. Any damage (i.e., burns, rips, etc.) will be reported to supervisor for report to Manager.

b. Uncarpeted Areas: All hard-surfaced floors are to be stripped of all wax or other coating, cleaned and dried, removing any and all marks or stains. Floors will then be refinished and

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polished and left in a uniformly bright, clean condition. All finish spills and splashes will be completely removed from baseboards, walls, doors, granite and frames.

4.           Periodic Cleaning and General Items

a. Utility Areas: All telephone closets, utility closets and building storage areas shall be cleaned as directed by Manager, but not less than weekly.

b. Vacant Spaces: Clean and sweep all vacant areas as needed or directed by Manager, but not less than weekly.

c. Overhead Pipes: Dust all visible overhead pipes, sprinklers and equipment items not reached in nightly cleaning, as directed by Manager, but not less than monthly.

d. High Dusting: All high dusting beyond the reach of the normal day-to-day dusting will be accomplished monthly. This will include, but not be limited to, all ledges, charts, picture frames, graphs, air diffusers, and other horizontal surfaces as well as all vertical surfaces such as walls and partitions.

e. Doors and Jambs: All painted doors and jambs will be washed down with clean water, using a mild cleansing agent where necessary, rinsed with clean water and dried, leaving no streaks, marks, or smudges. Chips or scratches will be reported to supervisor for report to Manager.

f. Air Diffusers: All air diffusers will be thoroughly washed and dried and left in a clean condition as often as necessary, but not less often than once a month.

F.           JANITORS' STORAGE CLOSETS

All janitors' storage closets, restrooms, lunchrooms, and work/break areas (service areas) provided by the building for use of Contractor personnel will be kept in a neat, clean, sanitary and orderly condition at all times. The restrooms will be maintained in the same condition as the public restrooms as specified in Section B. Before leaving the premises each night, all of the service areas will be dust-mopped, and spot-cleaned, where necessary, and dusted. Tile floors will be stripped and waxed, as necessary, but not less often than every sixty days. Concrete floors will be sealed (where

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necessary), dust-mopped nightly, and wet-mopped monthly. All doors and walls will be spot-cleaned nightly.

G.           STAIRWELLS

1.           Weekly

a. Cleaning: All doors, jambs and sills will be checked daily and, where needed, dusted (wiped down) and spot-cleaned to remove all finger marks, smudges and stains. Stairs and landings will be swept and spot-cleaned to remove all spills, stains and litter.

b. Dusting: Handrails, baseboards, light fixtures, and all horizontal ledges and surfaces will be wiped with a treated dust cloth.

c. Fire Equipment: All fire equipment, inclusive of extinguishers, hose cabinets or covers and communication devices, shall be dusted.

2.           Quarterly

a. High dusting: All high dusting, including but not limited to door closures/smoke dampers and all other surfaces not reached during normal dusting operations, will be dusted or cleaned, as necessary, but not less than every three months.

3.           Semi-Annually

a. Stairs and Landings: All stairs and landings will be wet-mopped and dried. A schedule for this project shall be submitted in advance for approval.

H.           CONSTRUCTION/PRE-OCCUPANCY (To be considered an extra to contract cost.)

1.           Client Areas

Prior to client occupancy of new or remodeled space, Contractor shall render a thorough initial cleaning of all newly-constructed and rented space, including dusting, sweeping, vacuuming, polishing of metal and bright work, windows, and mullions, removal of plaster, dust and construction debris so that the premises are left in a clean.

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orderly condition ready for occupancy by client. Contractor shall also provide complete floor maintenance and initial waxing and polishing throughout the premises prior to move-in of all new clients.

2.           Restrooms

Contractor shall perform a thorough initial cleaning of all floors, walls, partitions, fixtures, and bright work as they are placed in operation, at no cost to the Building. No caustic materials will be used.

I.           RECYCLING PROGRAM

The Manager has instituted a recycling program which involves the client placing paper goods in centrally located bins for nightly removal.

The Contractor shall instruct its associates to use special care when removing this material from the building into compactors or dumpsters.

Specially colored liners shall be provided for recycled products by the Manager.

If client elects to have recycled products sorted at individual work areas rather than centrally located depots, Contractor agrees to provide this service at no additional cost to Manager or Client.

J.           LOADING DOCK (including compactor area and freight elevator lobby)

1.           Nightly

a. The loading dock shall be thoroughly cleaned using a mechanical scrubber and appropriate grease-cutting and sanitizing cleansers.

2.           Monthly

a. In addition to the nightly tasks, the dock area will be detailed around edges and corners once a month or as required by Manager.

NOTE: Freight elevator lobbies and the loading dock office are to be cleaned in accordance with the previously detailed NIGHT specifications.

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III.           DAY CLEANING AND GENERAL MAINTENANCE EXPECTATIONS

The following is an overview and more detailed duties are provided under "DUTIES".

The Day Staff shall be trained and expected to perform the following duties as well as any additional duties as may be directed by the Manager; in all activities, damage or exceptions (lights out, loose panels, etc.) are to be reported to supervisor for appropriate action.

A.           INTERIOR CLEANING

1. Lobby: (including Concourse). Maintain entry lobby. Use of carpet sweeper and/or vacuum shall be used during the day. Treated dust mops shall be used for removing footprints from floors. Damp mop shall be used for spills. All glass and walls shall be spot cleaned, removing handprints, smudges, etc. throughout the day. Security Console and Client Directory shall be cleaned as needed using a treated cloth but no less than twice a day. FEATHER DUSTERS ARE NOT TO BE USED. No scrubbing or buffing shall be done during the day in the Lobby or in Concourse Areas.

2. Glass Interior and Exterior: Spot clean glass entry doors and windows throughout the day, as needed.

3. Elevators: Maintain all elevator cabs. Carpeted elevators are to be vacuumed and spot-cleaned. Surface litter should be removed, and fingerprints and smudges on wall panels wiped down. This cleaning should be performed at least once in the morning and once in the afternoon. Metal damage and graffiti are to be reported to Manager immediately.

4. Restrooms: Day Porters and Matrons shall be trained and assigned to perform the following duties and any additional duties as may be directed by the Manager:

a. Metal Fixtures: Wash and polish all mirrors, powder shelves, towel dispensers, receptacles, and any other metal accessories.

b. Ceramic Fixtures: Special care must be taken to inspect toilet seats, toilet bowls, sinks and faucet handles. Make sure they are clean.

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c. Walls and Metal Partitions: Damp wipe all metal toilet partitions and tiled walls, using approved germicidal solution, if necessary. Note any damage and/or graffiti and report immediately.

d. General: Remove all wastepaper and refuse, including sanitary napkins, also fill toilet tissue holders, seat cover containers, soap and lotion dispensers, towel dispensers, and sanitary napkin dispensers.

Clean drinking fountains twice daily.

Paper product refill stock is not to be visibly stored in any area of the restroom.

B.           EXTERIOR CLEANING

1. Plazas: First thing each morning, day Porters are to police the entire exterior of the building, including walkways and lower/upper plazas, picking up cigarette butts, papers, leaves, and any other debris, mopping/sweeping up standing water, noting any damage or exceptions, and assuring that the area is in a neat, orderly condition. Any discrepancies or clean-up required beyond the morning walk will be reported to Manager for attention during the day.

All plazas, courts, walkways, garden areas, seating areas, ponds, pools, handrails, etc., are to be checked and cleaned throughout the day with special attention to early morning 6:00 - 7:00 am, lunch time 11:30 am - 1:00 pm, and end of day 3:30 pm - 4:30 pm All trash and cigarette receptacles to be emptied regularly. Benches to be cleaned regularly.

2. Exterior Granite: All exterior walks (including public sidewalks), stairs and open/covered plazas will be cleaned daily and scrubbed at least weekly with a mechanical scrubber/vacuum. After cleaning and sweeping, all standing water will be removed by squeegee and the surfaces left in a clean, dirt-free condition. Caution signs and stanchions must be used during the operation. Timing of this scrubbing should not interfere with usage of the Plaza areas during lunch time or during morning and evening peak traffic times. Special attention should be given to the cleaning of grout; removal of efflorescence, accumulated dirt and stains.

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3. Safety: Set out rain mats, as necessary, and maintain them in a clean condition. Report damage or wear and tear. Mats are to be flat and located so as to meet traffic demands. (Back-rolling for storage.)

4. Entrances: Keep entrance door glass and frames in a clean condition.

5. Brass: Clean and polish all brass including but not limited to grates, railings, expansion joint covers, drain covers, grills, standpipes and fire hose connections as necessary and at least once a month.

6. Railings: Dust handrails, stair stringers, risers and railings; wash as necessary.

7. Stairwells: Clean, sweep, dust, mop, and pick up stairwells and landings.

8. Special Events: Clean exterior walks and patios and set up for special occasions and events.

9. Escalators: Escalator treads are to be mechanically scrubbed and buffed weekly. Sidewalls and flashing are to be cleaned daily, and handrails dusted throughout each day. Report damage or exceptions (e.g. missing or loose screws, squeaking sounds, etc.) for immediate action.

10. Changing Rooms and Storage Area: All changing rooms and storage areas are to be maintained in a clean, orderly condition.

C.           LOADING DOCK (See also CLEANING: NIGHT)

1. Maintain loading dock areas in a clean and sanitary condition. Report any problems with compactors to the Office of the Building immediately. Compactors to be kept locked, and all personnel with keys must be trained and certified in their proper use. When compactor is removed for dumping, area underneath it shall be swept, hosed and sanitized.

2. Compactor Operation: Training of all persons operating compactor should be arranged with Owner's Manager. Inspect daily and report to Manager if rubbish removal contractor does not clean and/or sanitize.

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D.           DUTIES (Detailed list of overall responsibilities for Day Matrons and Day Porters).

1. Duties of Day Matrons: Contractor agrees to furnish day matrons, as outlined in this specification, to perform the following duties and any additional duties as may be directed by Manager.

Matrons shall be properly attired in freshly laundered, starched uniforms and equipped with an appropriate carry-all approved by Manager (shopping bags, travel bags, etc. are not acceptable). Matrons shall use freight cars only when traveling with supplies.

a. Police all ladies' restrooms and lavatories, keeping them in clean condition as previously specified, but not less than twice per day.

b. Matron to fill toilet tissue, soap, sanitary napkin and towel dispensers in ladies' restrooms on an floors.

c. Perform such other duties as may be directed by Manager.

2.           Duties of Day Porters:

Contractor agrees to furnish day porters, as outlined in this specification, to perform the following duties and any additional duties which may be directed by the Manager.

Contractor also agrees to provide sufficient porters for client work, which in no way will delete from building staff, unless approved by Manager.

The number of porters added to the building staff for client work shall be charged to Manager.

Sufficient day porters shall be assigned to perform the following services and any additional chores as directed by building management.

These services include but are not limited to the following:

a. Police entire lobby areas and exterior areas including concourse and plaza.

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b. Police and maintain elevator cabs, including floors as required. If carpeted floors in elevators, cabs to be vacuumed and spots to be removed, as required, if resilient tile, clean buff and wax floors, as required.

c. Police all floor men's lavatories, to be checked a minimum of twice a day, morning and afternoon.

d. Check and fill, as necessary, toilet tissue and soap dispensers and towel dispensers, materials to be furnished by Contractor.

e. Clean basement (including all levels below first floor), corridors, utility areas; police employer's locker rooms so they are kept in clean condition at all times.

f. Sweep and hose building entrance sidewalks and all exterior areas, as required, but not less than once each week. All equipment including steam and washing equipment to clean plaza and sidewalks to be provided by Contractor and such equipment to be of a type and manufacture as approved by the Manager.

g. Set out and remove weather mats on an as needed basis; keep in clean condition.

h. Keep entrance door glass and frames in clean condition.

i. Clean and polish standpipes and sprinkler Siamese connections as necessary.

j. Properly maintain exterior of all buildings at ground level, including canopy trim and painted underside of canopies, store fronts, and other applicable areas; all garden areas to be policed.

k. Clean loading dock areas as needed.

l. Sweep and dust stairways and fire tower. Dust handrails, spindles, newels and stair stringers; wash stairs as necessary.

m. Remove snow when necessary from building entrance ways, sidewalks and plaza. All materials and equipment, including powered snow removal, steam and washing equipment to clean plaza, to be furnished by Contractor, and such

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equipment to be of a type and manufacture as set forth by Manager. This is to be considered an extra to the base contract cost when required on overtime. Provide a list of people to be called in for snow removal.

n. As directed by Manager, equipment rooms, fan rooms, and other utility rooms, shall be swept regularly.

o. Perform such other duties as may be directed by Manager.

p. Clean basement corridors and utility areas, including floors, walls, ceilings, fixtures and other areas. All such areas shall be kept in clean condition to the satisfaction of the Manager.

IV.           STANDARDS AND SPECIAL CONDITIONS

A.           CLEANING STANDARDS

The following cleaning standards shall be used in evaluating janitorial services:

1. Dusting: A properly dusted surface is free of all dirt, dust, dust streaks, lint and cobwebs.

2. Plumbing Fixture and Dispenser Cleaning: Plumbing fixtures and dispensers are clean when free of all deposits and stains so that an item is left without dust streaks, film, odor or stains.

3. Sweeping: A property swept floor is free of all dirt, dust, grit, lint and debris except embedded dirt and grit.

4. Spot-Cleaning: A surface adequately spot-cleaned is free of all stains and deposits and is substantially free of cleaning marks.

5. Damp-Mopping: A satisfactorily damp-mopped floor is without dirt, dust, marks, film, streaks, debris, water spots or standing water.

6. Metal Cleaning: All cleaned metal surfaces are without deposits or tarnish, with a uniformly bright appearance, and the cleaner is removed from adjacent surfaces.

7. Glass Cleaning: Glass is clean when all glass surfaces are without streaks, film, deposits, and stains and has a uniformly bright appearance and adjacent surfaces have been wiped clean.

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8. Wax Removal/Application: Wax removal is accomplished when surfaces have all wax removed down to floor material, floor is left free of all dirt, stains, deposits, debris, cleaning solution and standing water, and the floor has a uniform appearance when dry. Application of wax shall be complete when a thin, evenly applied layer of wax is clear and dry and ready for buffing to a uniform, glossy appearance.

9. Scrubbing (Manual): Scrubbing is satisfactorily performed when all surfaces are without embedded dirt, cleaning solution, film, debris, stains, marks and standing water, and the floor has a uniformly clean appearance.

10. Light Fixture Cleaning: Light fixtures are considered clean when all components, including bulbs, tubes and adjacent surfaces, reflective and otherwise, are without insects, dirt, lint, film and streaks. All lenses that have been removed are to be reinstalled immediately, per specs.

11. Wall Washing: Walls are considered clean when the surface of the walk, the ceiling, exposed pipes and equipment will have a uniformly clean appearance, free from dirt, stains, streaks, lint and cleaning marks. Painted surfaces must not be damaged. Hard finish glazed ceramic tile surfaces must be bright, free of film, streaks, and deposits.

12. Buffing of Waxed Surfaces: All waxed surfaces will be considered buffed sufficiently when the surface has maximum gloss and a uniform appearance.

As used in this cleaning specification, "Approved Product" or "Approved Cleaner" shall mean a product or cleaner approved in writing by Manager prior to Contractor's use of product or cleaner in the building.

13. Mechanical Scrubber: The mechanical scrubber shall at all times be clean in appearance and operation and shall be maintained free of hazards to persons or property.

8.           EQUIPMENT STANDARDS

The Contractor shall provide all equipment necessary for the effective and efficient cleaning of the Building in accordance with the intent and the letter of specifications. All cleaning equipment shall be state-of-the-art and

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consistent with good cleaning practices. All equipment shall be kept in first class working order and clean (spotless, like new) at all times. Acceptably maintained equipment meets the following standards:

1. Equipment is replaced when obsolete or defective as determined by Manager.

2. Equipment is kept clean and neat at all times reflecting a "like new" appearance and operates like new equipment both mechanically and functionally.

3. Modifications to equipment required to prevent damage to any of the architectural finishes of the Building is made at the direction and with the written approval of the Owner at no additional cost to the Owner or Manager.

4. Electrical machinery (vacuums, polishers, scrubbers, et al) must be kept free of sharp edges and any other condition that presents a hazard to persons or property.

5. Damaged equipment is to be repaired to the standard defined in #2 above before reuse.

6. Wheels and rolling parts on carts are to be maintained so as to roll easily; carts have wide (min. 1") wheels with a minimum 4" diameter in order to avoid getting caught in ridges and cracks; carts have area large enough to accommodate all equipment without having to strap on contents.

7. Dents/scratches on equipment are repaired immediately. Any and all parts (squeegees, bumpers, etc.) of the equipment damaged or worn shall be replaced at the expense of the Contractor.

8. Mechanical equipment (wet-vac, scrubbing machine, et al) is free of dirt and residue; containers/nozzles for spray liquids are to be maintained in clean condition, without buildup of dirt or liquid.

9. Brooms have even bristles that do not scratch surfaces being swept.

10. Dustmops (treated and untreated) are maintained in clean condition.

11. Wet mops are washed with clear water and at least once a week with bleach or disinfectant. Two (2) mops are located in each work

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area and are dried between use (alternated every other day). When mops are not in use, they are to be stored with the mop "end up".

12. Rags and cleaning cloths are maintained in clean condition - rags used with water only kept separate from rags used with solvent only.

13. All buckets/receptacles are free of accumulated dirt, grease, grime, etc.

14. All signs are clean (like new) and neat at all times with lettering clear and distinct.

C.           SUPPLIES

All supplies required for the effective cleaning and maintenance of the Building in accordance with the specifications will be supplied by the Contractor, including but not limited to cleansers, waxes, disinfectants, sand for ash urns, ammonia, etc. The disposable supplies used in client suites and restrooms (plastic liners, hand towels, seat covers, toilet tissue and hand soap) will be purchased by Manager or Contractor, if requested to do so.

D.           UNIFORMS

The Contractor shall provide complete uniforms (winter and summer) for all Janitorial personnel, if directed.

The Manager shall select and approve all uniforms and direct, when necessary, the modification, repair or replacement of all uniforms.

Night personnel would be provided with a minimum of two (2) changes per week and day personnel would be provided with a minimum of three (3) changes per week.

Proper identification tags shall be worn by all Contractor's personnel, including Manager's specialized name badge, at the sole cost of Contractor. The current cost of each name badge is $7.50 and will need to be replaced at the associate's annual anniversary date, at cost of Contractor.

NOTE: Price of badge is subject to change.

Contractor would clean and maintain uniforms in a neat appearance to the satisfaction of the Manager.

All personnel shall be equipped as required with appropriate and adequate outer garments and protective gear for both inclement and cold weather.

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COMMENCEMENT DATE AGREEMENT

Metropolitan Life Insurance Company, a New York corporation (“Landlord”), and Consoer Townsend Envirodyne Engineers, Inc., a Delaware corporation (“Tenant”), have entered into a certain Office Lease dated January 1, 1996 (the “Lease”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant wish to confirm and memorialize the Commencement Date and Expiration Date of the Lease as provided for in Section 2.02(b) of the Lease;

NOW, THEREFORE, in consideration of these presents and the mutual covenants hereby contained and contained in the Lease, Landlord and Tenant agree as follows:

1.           The Commencement Date (as defined in the Lease) of the Lease is October 1, 1996.

2.           The Expiration Date (as defined in the Lease) of the Lease is September 30, 2006.

3.           Except as expressly modified hereby, all terms and provisions of the Lease are hereby ratified, republished and revive and shall remain in full force and effect and binding on the parties hereto.

4.           The Lease and this Commencement Date Agreement contain all of the terms, covenants, conditions and agreements between the Landlord and the Tenant relating to the subject matter herein. No prior other agreements or understandings pertaining to such matters are valid or of any force and effect.

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IN WITNESS WHEREOF, Landlord and Tenant have caused their respective names to be subscribed to this commencement Date Agreement, the execution and delivery thereof have been duly authorized.

LANDLORD:	TENANT:
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation	CONSOER TOWNSEND ENVIRODYNE ENGINEERS, INC., a Delaware corporation
By:  /s/ [Signature Illegible]	By:  /s/ Daryl J Levine
Its:  VICE PRESIDENT	Its:  SR VP-CFO

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RIDER 2

1.           Rent Credit.

A.           Landlord, provided Tenant is not in default under this Lease and continuously occupies the Premises, grants Tenant the following credits (sometimes referred to hereinafter as abatements) to be applied against installments of Monthly Base Rent:

1.           A credit of $32,664.19 shall be applied to the Monthly Base Rent for each of the first fourteen (14) months of the Lease Term;

2.           A credit of $16,674.19 shall be applied to Monthly Base Rent for each of the fifteenth (15th) through forty-forty-third (43rd) months of the Lease Term; and

3.           A credit of $25,000.00 shall be applied to the first month’s Monthly Base Rent due under this Lease.

B.           Rent Adjustments with respect only to the New Premises (and not the Current Premises) shall be abated in full during the first fourteen (14) months of the Lease Term.

C.           The balance of Base Rent, Rent Adjustment Deposits and/or Rent Adjustments due (if any) for a month in which a credit is applied shall be paid in accordance with Article 3 and Article 4 of this Lease.

2.           Acceleration Option.

A.           Tenant may accelerate the Expiration Date (“Acceleration Option”) for all or a portion of the Premises from September 30, 2006 to either (i) September 30, 2000 (“First Acceleration Option”) or (ii) September 30, 2003 (“Second Acceleration Option”), if, and only if, in either case:

1.           Landlord receives notice of acceleration (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 2) from Tenant as follows:

a. with respect to the First Acceleration Option, Landlord must receive notice no later than June 30, 1999 (the “First Acceleration Notice”); and

b. With respect to the Second Acceleration Option, Landlord must receive notice no

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later than June 30, 2002 (the “Second Acceleration Notice”); and

2.           With respect to the First Acceleration Option, the First Acceleration Notice is accompanied by a payment (the “First Acceleration Amount”) in the form of a cashier’s or certified check in the amount of $39.00 per square foot of the Premises as to which Tenant is exercising the Acceleration Option; and

3.           With respect to the Second Acceleration Option, the Second Acceleration Notice is accompanied by a payment (the “Second Acceleration Amount”) in the form of a cashier’s or certified check in the amount of $24.00 per square foot of the Premises as to which Tenant is exercising the Acceleration Option.

It is understood and agreed that in either case the First or Second Acceleration Amount is being paid as and for a termination fee resulting from the early termination of this Lease and not as a penalty; provided that the First or Second Acceleration Amount (as the case may be) shall automatically be increased to reflect the Landlord’s unamortized costs (including, without limitation, brokerage commissions, rent abatements, and other financial concessions or commissions, if any) in connection with the addition of any space to Premises; such costs shall be amortized over the term of the lease of such additional space taking into account an interest component at the rate of ten percent (10%) per annum compounded monthly; and

4.           a Default under this Lease has not occurred and is then continuing at the time Tenant delivers the First or Second Acceleration Notice (as the case may be); and

5.           This Lease has not been assigned (except to an Affiliate of Tenant) or the Premises or portion thereof being surrendered to Landlord have not been sublet beyond the early termination date for such space at the time Tenant delivers the First or Second Acceleration Notice (as the case may be) to Landlord; and

6.           If Tenant elects to exercise this option with respect to only a portion of the Premises, such portion and the remainder of the Premises must each be regular and marketable in shape (and at least 5,000 square feet in size, or if the space being returned to Landlord is an Offering Space (as defined in Section 6 below) smaller than 5,000 square feet, then the entire Offering Space) with appropriate means of ingress and egress suitable for normal renting purposes, have proper demising walls, hvac distribution and electric and telephone service (including without limitation, electrical meters and panels), have telephone (homerun) conduit to telephone closet, appropriate light fixtures

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along new demising walls, new acoustic ceiling tiles around demising walls as needed, new standard entry door, if needed, paint demising walls if needed, rework carpet and install vinyl base as needed, and if needed, Tenant shall build out corridors similarly to other multi-tenant floors in the Building; and

7.           Tenant executes and returns the Acceleration Amendment (defined below) within ten (10) days of its submission to Tenant.

B.           If Tenant is able to and properly exercises the First or Second Acceleration Option (as the case may be):

1.           Landlord shall prepare an amendment (the “Acceleration Amendment”) to reflect the change in the Term, size of the Premises, the Expiration Date, the Base Rent, Rent Adjustments and other appropriate terms, if any. A copy of the Acceleration Amendment shall be sent to Tenant within a reasonable time after receipt of the First or Second Acceleration Notice (as the case may be. The Acceleration Amendment shall be executed by Tenant and returned to Landlord in accordance with subsection A.8.

2.           Tenant shall remain obligated and liable for all Rent and Rent Adjustments due under this Lease up to and including the accelerated Expiration Date established pursuant to the First or Second Acceleration Notice (as the case may be) and Acceleration Amendment (even if billings occur subsequent to the applicable accelerated Expiration Date), and thereafter with respect to the remaining Premises, if any.

C.           Notwithstanding anything contained herein to the contrary, at Landlord’s sole option, Tenant’s rights hereunder shall terminate if, after delivery of the First or Second Acceleration Notice (as the case may be) but prior to the applicable accelerated Expiration Date, Tenant commits a default under the Lease or assigns the Lease or subleases the Premises or any portion thereof which is being surrendered to Landlord which sublease extends beyond the early termination date.

D.           Tenant agrees that time is of the essence in connection with the valid exercise of its rights hereunder.

E.           The rights of Tenant under this Section 2 are personal to the original Tenant named in this Lease and its Affiliates and are not assignable to any other person or entity.

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3.           Renewal Option.

A.           Tenant shall have the option to extend the Expiration Date (“Renewal Option”) from September 30, 2006 to September 30, 2011, if:

1.           Landlord receives notice of exercise (“Renewal Notice”) on or before September 30, 2005 (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 3); and

2.           at the time Landlord receives the Renewal Notice:

a. a Default under this Lease has not occurred and is then continuing; and

b. the original named Tenant herein or its Affiliates continues to occupy at least one full floor of the Building pursuant to this Lease; and

3.           the Premises is for the intended use of Tenant and its Affiliates only during the entire Extension (as hereinafter defined); and

4.           Tenant executes and returns the “Renewal Amendment” (as hereinafter defined) extending the Term accordingly pursuant to the exercise of this Renewal Option within ten (10) days of its submission to Tenant, subject to a good faith reasonable dispute by Tenant with Landlord as to whether the business terms embodied therein properly reflect the terms hereof.

B.           The monthly Base Rent rate for the Premises during the Extension shall equal ninety-five percent (95%) of the Prevailing Market (as hereinafter defined).

C.           Except as expressly modified by this Section 3, all of the provisions, terms and conditions of the Lease shall apply to the Premises during the Extension, including, but not limited to Article 4 of the Lease, except that no allowances, credits, abatements or other rent limitations (if any) set forth in the Lease shall apply to the Premises during the Extension (except only to the extent included in the Prevailing Market determination).

D.           If Tenant is able to and properly exercises its Renewal Option, Landlord shall prepare an amendment (the “Renewal Amendment”) to reflect the changes in Base Rent, installments of Base Rent, Expiration Date and other appropriate terms. A copy of the Renewal Amendment shall be:

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1.           sent to Tenant within a reasonable time after receipt of the Renewal Notice; and

2.           executed by Tenant and returned to Landlord in accordance with subsection A.4. hereof.

E.           For purposes hereof, the following terms shall have the following meanings:

1.           “Extension” means the period commencing on the tenth (10th) anniversary of the Commencement Date and ending five (5) years thereafter.

2.           “Prevailing Market” means the Monthly base rent and provisions for Operating Expenses, Taxes and electricity charges which are being offered or which would be offered by Landlord and other landlords of comparable downtown Chicago class-A highrise office buildings to bona fide prospective tenants with a reputation and financial condition similar to Tenant’s at that time, for leases with a term commencing at or about the then scheduled Expiration Date and continuing for the period of the lease of the space in question for comparable office space fully improved with then Building standard office space improvements for general office purposes, taking into account concessions which are or would be offered in such circumstances. If Landlord and Tenant are unable to agree as to what the Prevailing Market is for the Extension at least twelve (12) months prior to the prospective commencement of such Extension, Prevailing Market for the Extension shall be determined as follows:

Within ten (10) days after Landlord and Tenant determine that they cannot reach an agreement as to Prevailing Market for the Extension as provided above, Landlord and Tenant, at their respective expense, shall each cause an independent MAI appraiser with not less than ten years of experience in the downtown Chicago market and then actively engaged in the real estate appraisal business in such area to determine the Prevailing Market on a basis consistent with the terms of this Lease, said determination to be made within thirty (30) days of their appointment by Landlord and Tenant, respectively. In the event that the determination differs by less than ten percent (10%), the Prevailing Market shall be the average of the two. In the event that the determination differs by more than ten percent (10%), then the two appraisers shall select a third independent MAI appraiser with the aforesaid qualifications within fifteen (15) days, the fees and expenses of which third appraiser shall be paid fifty percent (50%) by Landlord and fifty percent (50%) by Tenant. If the two appraisers cannot agree upon a third

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appraiser within said fifteen (15)-day period, then either Landlord or Tenant may request that one be appointed by the local office of the American Arbitration Association. Said third appraiser shall, within fifteen days of his selection (or appointment, as applicable), designate which of the two determinations made by said MA1 appraisers selected by Landlord and Tenant most accurately reflects Prevailing Market. The determination made in accordance with the foregoing shall be final and binding on Landlord and Tenant.

F.           Notwithstanding anything contained herein to the contrary, Tenant’s rights hereunder shall terminate., at Landlord’s election, if, after Tenant’s delivery of the Renewal Notice but prior to the commencing of the Extension, Tenant commits a default under the Lease, or assigns the Lease (other than to an Affiliate), or the original named Tenant herein or its Affiliates cease to occupy at least one full floor of the Building pursuant to this Lease.

G.           Tenant agrees that time is of the essence in connection with the valid exercise of its rights hereunder.

H.           The rights of Tenant under this Section 3 are personal to the original Tenant named in this Lease and its Affiliates and are not assignable to any other person or entity.

4.           First Expansion Option.

A.           Subject to the provisions of this Section 4, Tenant shall have the option (the “First Expansion Option”) to lease all, but not less than all of that certain space to be located on the 4th or 7th floors of the Building (the “First Expansion Space”) consisting of between 7,000 and 10,000 rentable square feet (plus or minus ten percent (10%)), the exact size and location of which is to be determined by Landlord in its reasonable discretion (provided, if Tenant has exercised its ROFO pursuant to Section 6 of this Rider 2, then at Landlord’s election, the size of the First Expansion Option Space may be reduced by the aggregate size of the Offering Spaces leased by Tenant), so long as the First Expansion Space meets the other parameters hereinbefore set forth, if:

1.           Landlord receives notice (the “First Expansion Notice”) from Tenant of its exercise of its First Expansion Option no later than the end of the fourth Lease Year (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 4); and

2.           at the time Tenant delivers the First Expansion Notice

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a Default under this Lease has not occurred and is then continuing; and

b. the original named Tenant herein or its Affiliates continues to occupy at least one full floor of the Building pursuant to this Lease; and

c. Tenant has not exercised its Acceleration Option in accordance with Section 2 of this Rider 2; and

3.           the Expansion Space is intended for the exclusive use of Tenant and its Affiliates during the Term.

B.           Tenant shall pay Base Rent for the First Expansion Space during the term of the Lease for such space at the Prevailing Market. If within thirty (30) days after Landlord’s receipt of the First Expansion Notice Landlord and Tenant are unable to agree upon the Prevailing Market for the First Expansion Space, the Prevailing Market for the First Expansion Space shall be determined as set forth above in Section 3.E.2 (taking into account the actual term of the lease of the First Expansion Space).

C.           Within a reasonable time after receipt of the First Expansion Notice, Landlord shall prepare an amendment (the “First Expansion Amendment”) to reflect the commencement date (the “First Expansion Commencement Date”) of the term for the First Expansion Space (which shall be a date determined by Landlord which is not earlier than the first day of the sixth (6th) Lease Year, and not later than the last day of the seventh (7th) Lease Year) and the changes in Base Rent, Rentable Area of the Premises, Tenant’s Share, Acceleration Amounts (under Section 2 above) and other appropriate terms. The First Expansion Amendment shall be executed by Tenant and returned to Landlord within ten (10) days after its submission to Tenant.

D.           Effective on the First Expansion Commencement Date, the First Expansion Space shall be deemed added to the Premises subject to all the terms and conditions of the Lease, except as otherwise provided in this Section 4 and except that no allowances, credits, abatements or other rent limitations set forth in the Lease shall apply to the First Expansion Space except to the extent included in the Prevailing Market.

E.           The First Expansion Space shall be tendered to and accepted by Tenant in its “as-is” condition and “as-built” configuration existing on the earlier of the date Tenant takes possession of the First Expansion Space or as of the date the term for the First Expansion Space commences.

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F.           If Tenant exercises its rights hereunder by sending the First Expansion Notice as provided in subsection A.1, Tenant’s rights hereunder shall, at Landlord’s sole option, nevertheless terminate if, after Tenant’s delivery of the First Expansion Notice but prior to the commencing of the term for the First Expansion Space, Tenant commits a default under the Lease, or assigns the Lease (other than to an Affiliate), or the original named Tenant herein or its Affiliates cease to occupy at least one full floor of the Building pursuant to this Lease or Tenant exercises its Acceleration Option pursuant to Section 2.

G.           Tenant agrees that time is of the essence in connection with the valid exercise of its rights hereunder.

H.           The rights of Tenant under this Section 4 are personal to the original Tenant named in this Lease and its Affiliates and are not assignable to any other person or entity.

5.           Second Expansion Option. (Deleted in 1st Amendment)

A.           Subject to the provisions of this Section 5, Tenant shall have the option (the “Second Expansion Option”) to lease all, but not less than all of that certain space to be located on the 4th or 7th floors of the Building (the “Second Expansion Space”) consisting of between 7,000 and 10,000 rentable square feet (plus or minus ten percent (10%)) , the exact size and location of which is to be determined by Landlord in its sole discretion (but which Second Expansion Space shall be contiguous to the First Expansion Space, if and only if Tenant properly exercised its option in Section 4 above and is then leasing the First Expansion Space, and provided, if Tenant has exercised its ROFO pursuant to Section 6 below, then at Landlord’s election, the size of the Second Expansion Option Space may be reduced by the aggregate size of the Offering Space leased by Tenant), so long as the Second Expansion Space meets the parameters hereinbefore set forth, if:

1.           Landlord receives notice (the “Second Expansion Notice”) from Tenant of its exercise of its Second Expansion Option no later than the end of the ninth Lease Year (which notice shall be irrevocable on Tenant’spart, but Tenant’s rights shall be subject to the provisions of this Section 5); and

2.           at the time Tenant delivers the Second Expansion Notice

a. Default under this Lease has not occurred and is then continuing; and

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b. the original named Tenant herein or its Affiliates continues to occupy at least one full floor of the Building pursuant to this Lease; and

c. Tenant has not exercised its Acceleration Option in accordance with Section 2 of this Rider 2; and

3.           the Expansion Space is intended for the exclusive use of Tenant and its Affiliates during the Term.

B.           Tenant shall pay Base Rent for the Second Expansion Space during the term of the lease for such space at the Prevailing Market. If within thirty (30) days after Landlord’s receipt of the Second Expansion Notice Landlord and Tenant are unable to agree upon the Prevailing Market for the Second Expansion Space, the Prevailing Market for the Second Expansion Space shall be determined as set forth above in Section 3.E.2 (taking into account the actual term of the lease of the Second Expansion Space).

C.           Within a reasonable time after receipt of the Second Expansion Notice, Landlord shall prepare an amendment (the “Second Expansion Amendment”) to reflect the commencement date (the “Second Expansion Commencement Date”) of the term for the Second Expansion Space (which shall be a date determined by Landlord which is not earlier than the first day of the eleventh (11th) Lease Year, and not later than the last day of the twelfth (12th) Lease Year) and the changes in Base Rent, Rentable Area of the Premises, Tenant’s Share, Acceleration Amounts (under Section 2 above) and other appropriate terms. The Second Expansion Amendment shall be executed by Tenant and returned to Landlord within ten (10) days after its submission to Tenant.

D.           Effective on the Second Expansion Commencement Date, the Second Expansion Space shall be deemed added to the Premises subject to all the terms and conditions of the Lease, except as otherwise provided in this Section 5 and except that no allowances, credits, abatements or other rent limitations set forth in the Lease shall apply to the Second Expansion Space except to the extent included in the Prevailing Market.

E.           The Second Expansion Space shall be tendered to and accepted by Tenant in its “as-is” condition and “as-built” configuration existing on the earlier of the date Tenant takes possession of the Second Expansion Space or as of the date the term for the Second Expansion Space commences.

F.           If Tenant exercises its rights hereunder by sending the Second Expansion Notice as provided in subsection A.1,Tenant’s rights hereunder shall, at Landlord’s sole option,

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nevertheless terminate if, after Tenant’s delivery of the Second Expansion Notice but prior to the commencing of the term for the Second Expansion Space, Tenant commits a default under the Lease, or assigns the Lease (other than to an Affiliate), or the original named Tenant herein or its Affiliates cease to occupy at least one full floor of the Building pursuant to this Lease or Tenant exercises its Acceleration Option pursuant to Section 2.

G.           Tenant agrees that time is of the essence in connection with the valid exercise of its rights hereunder.

H.           The rights of Tenant under this Section 5 are personal to the original Tenant named in this Lease and its Affiliates and are not assignable to any other person or entity.

6.           Continuing Right of First Offer.

A.           During the period commencing on the Commencement Date and ending on September 30, 2005 (or September 30, 2010 if Tenant has validly exercised its Renewal Option pursuant to Section 3), whenever Landlord has a prospective tenant (“Prospect”) interested in leasing all or any part of the rentable space on the 4th floor of the Building (the “Offering Space”), Landlord shall so advise Tenant in writing (the “Advice”) of the terms upon which Landlord is willing to lease the Offering Space to the Prospect (the “Prospect Terms”), and which Advice shall set forth the date on which the Offering Space shall be available for lease by Tenant; provided, however, if the Prospect desires to lease such fourth floor space and other space in the Building pursuant to a single lease, then for purposes hereof, the Offering Space shall be deemed to include all such space in the Building and the proposed terms thereof shall be included in the Prospect Terms. Subject to the provisions of this Section 6, Tenant shall have the right to lease (“Right of First Offering” or “ROFO”) all but not less than all of the Offering Space under the Prospect Terms, except that Tenant shall have no such right, and Landlord need not give the Advice, if:

1.           at the time Landlord would otherwise deliver the Advice:

a. a Default under this Lease has not occurred and is then continuing; or

b. the original named Tenant herein or its Affiliates no longer occupies at least one full floor of the Building pursuant to this Lease; or

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c. the Lease has been assigned (other than to an Affiliate); or

d. Tenant has exercised either of its Expansion Options as set forth in Sections 4 and 5 of this Rider 2; or

2.           the Offering Space is not intended for the exclusive use of Tenant and its Affiliates during the Term.

B.           The ROFO shall be exercised by Tenant by delivery to Landlord of written notice of exercise (the “Notice of Exercise”) within ten (10) days after the date of the Advice (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 6). If Tenant provides Landlord with a Notice of Exercise, Landlord shall prepare an amendment (the “Offering Amendment”) adding the Offering Space to the Premises pursuant to the terms set forth in the Advice and subsection C below, and reflecting changes in the size of the Premises, Base Rent, Tenant’s Share and other appropriate terms, including the term of the Lease as it relates only to the Offering Space (it being the intention of the parties that the term of the lease of the Offering Space by Tenant be the same as that included in the Prospect Terms, even if it is not the same as the then scheduled Expiration Date of this Lease for the remainder of the Premises). A copy of such Offering Amendment shall be sent to Tenant within a reasonable time after receipt of the Advice and executed by Tenant and returned to Landlord within ten (10) days after the submission of the Offering Amendment to Tenant by Landlord.

C.           1.           The term for the Offering Space shall commence on the date set forth in the Advice and end on the date set forth in the Advice.

2.           Except as expressly modified by this Section 6, all of the provisions, terms and conditions of this Lease, including without limitation Article 4, shall apply to the Offering Space, provided that Tenant shall not be entitled to any credits, allowances, abatements or other rent limitations set forth in the Lease, except as are included in the Prospect Terms.

3.           The Offering Space shall be accepted by Tenant in its as-is condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Offering Space or as of the date the term for such Offering Space commences.

D.           The rights of Tenant under this Section 6 shall terminate on the earlier to occur of:

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1.           if Landlord is not obligated to send an Advice under subsection A, the date on which Landlord would have sent the Advice if it had been obligated to do so; and

2.           if Landlord is obligated to send an Advice under subsection A, and Tenant does not deliver a Notice of Exercise to Landlord within the time period set forth in subsection B, on the date which is ten (10) days after the date of the Advice.

E.           If Landlord has a Prospect for the Offering Space and Landlord is not obligated to send Tenant an Advice under subsection A, Landlord may lease the Offering Space to the Prospect or any other prospective tenants on whatever terms Landlord deems appropriate and Tenant shall have no further rights with respect to the Offering Space under this Section 6. In addition, where Landlord sends an Advice and Tenant does not exercise its rights hereunder Landlord may lease the Offering Space to the Prospect or any other prospective tenants, so long as prior to entering into a lease with the Prospect or any other prospect for a total rent which is 10% less (or more than 10% less) than the total rent contained in the Prospect Terms offered to Tenant, Landlord shall re-offer the Offering Space to Tenant following the Advice procedure hereinbefore set forth. The term “total rent” as used in the preceding sentence shall mean the present value of the “bottom-line” rent, using a 10% discount rate, So, for example, if the net base rent for the Offering Space set forth in the Advice for a ten year term is $10.00 per square foot, with a $25.00 per square foot allowance for tenant improvements, six months of base rent abatement at the start of the ten year term, an additional $5.00 per square foot allowance for tenant’s moving expenses, etc. and leasing commissions of $7.50 per square foot, the “total rent” would be $3.28 per square foot, computed as follows:

	10 Year Term
	10% Discount Rate
	Present Value/S.F.
Net Base Rent $10.00/S.F.	$10.00
Less: Tenant Improvements ($25.00/S.F.)	(3.97)
Abatement (6 months)	(.77)
Additional allowance ($5.00/S.F.)	(.79)
Leasing commissions ($7.50/S.F.)	(1.19)
Bottom Line Rent	$ 3.28

F.           If Landlord sends Tenant an Advice and Tenant exercises its rights hereunder by returning the Notice of Exercise portion of the Advice as provided in subsection B, Tenant’s rights hereunder shall nevertheless terminate, at Landlord’s election, if, after Tenant’s delivery of the Notice of Exercise but prior to the commencing of the term for the Offering Space, Tenant commits a default under the Lease, or assigns the Lease (other than to an Affiliate), or the original named Tenant herein or its Affiliates

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ceases to occupy at least one full floor of the Building pursuant to this Lease or Tenant exercises either of its Expansion Options pursuant to Section 4 or 5 or its Acceleration Option pursuant to Section 2.

G.           Tenant agrees that time is of the essence in connection with the valid exercise of its rights hereunder.

I.           The rights of Tenant under this Section 6 are personal to the original Tenant named in this Lease or its Affiliates and are not assignable to any other person or entity.

J.           Tenant’s rights under this Section 6 are subject to the rights of other tenants which may now or (so long as Landlord has complied with this Section 6) hereafter lease any space on the fourth floor of the Building to expand their premises or extend the term of their lease.

7.           Existing Lease of Current Premises.

Reference is made to that certain lease dated as of June 19, 1979, between Landlord’s predecessor in interest and Tenant’s predecessor in interest pursuant to which Tenant initially leased 52,245 square feet on the 5th and 6th floors of the Building, as such Lease was subsequently amended by a First Amendment to Lease dated as of June 24, 1980, a Second Amendment to Lease dated as of August 6, 1982, and a Third Amendment to Lease dated as of May 25, 1989 (such Lease as amended by the First, Second and Third Amendments is hereinafter referred to as the “Existing Lease”).

Landlord, provided Tenant is not in default under this Lease and continuously occupies the Premises, grants Tenant a credit in the total amount of One Hundred Fifty Thousand Sixty-Seven and 71/100ths Dollars ($150,067.71) be applied against monthly Installments of Base Rent (as defined in the Existing Lease) in the amount of Sixteen Thousand Six Hundred Seventy-Four and 19/100ths Dollars ($16,674.19) per month during the nine (9) month period commencing on the date of this Lease. If the Existing Lease is terminated pursuant to this Section 7 prior to the application of all such credits, then any unused credit shall be applied to Monthly Base Rent due under this Lease.

The balance of Base Rent, Rent Adjustment Deposits and/or Rent Adjustments (all as defined in the Existing Lease) due for a month in which a credit is applied shall be paid in accordance with Sections 2 and 3 of the Existing Lease.

The Existing Lease shall automatically terminate on the day prior to the Commencement Date of this Lease as if that day had been set forth therein as the last day of the Term thereof.

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8.           Available Space Option.

A.           Subject to the provisions of this Section 8, Tenant shall have the one time right (the “Available Space Option”) to lease up to 10,000 rentable square feet of additional space on the fourth (4th) or seventh (7th) floors of the Building (the “Available Space”), the exact size and location of which shall be determined by Landlord in its reasonable discretion, taking into account Tenant’s Available Space Notice (as defined below), so long as such Available Space is not then subject to a lease or occupied (whether through holdover or otherwise) by a tenant, if:

1.           Landlord receives notice (the “Available Space Notice”) from Tenant of its election to lease the Available Space no later than March 31, 1997 (which election shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 8) and which notice shall specify the approximate rentable square footage Tenant desires to lease (although the exact rentable square footage shall be determined by Landlord in its reasonable discretion taking into account Tenant’s request); and

2.           at the time Tenant delivers the Available Space Notice a Default under this Lease has not occurred and is then continuing; and

3.           the Available Space is intended for the exclusive use of Tenant and its Affiliates during the Term.

B.           The Monthly Base Rent, Improvement Allowance and Monthly Base Rent credits applicable to the Available Space shall be as set forth below based upon the commencement date for the term of the Available Space:

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		Number of Months of
		Monthly Base Rent
		Credit at Commence-
		ment of lease of
	Monthly Base	Available Space
Commencement	Rent		Improvement
Date	(Annualized)		Allowance
11/1/96	months 1-59 $9/ft	13	$25.91
	months 60-119 $12/ft
12/1/96	months 1-58 $9/ft	12	$25.77
	months 59-118 $12/ft
1/1/97	months 1-57 $9/ft	11	$25.64
	months 58-117 $12/ft
2/1/97	months 1-56 $9/ft	10	$25.52
	months 57-116 $12/ft
3/1/97	months 1-55 $9/ft	9	$25.38
	months 56-115 $12/ft
4/1/97	months 1-54 $9/ft	8	$25.25
	months 55-114 $12/ft

C.           Within a reasonable time after receipt of the Available Space Notice, Landlord shall prepare an amendment (the “Available Space Amendment”) to reflect the commencement date of the term for the Available Space (which commencement date shall be the first day of the first calendar month following the date of Tenant’s Available Space Notice, whether or not said amendment is then fully executed, but in no event earlier than November 1, 1996 or later than April 1, 1997), the changes to the Premises, the Base Rent, Improvement Allowance, Monthly Base Rent credits, Rentable Area of the Premises (the Available Space constituting additional New Premises for applicable provisions of this Lease), Tenant’s Share and other appropriate terms. The Available Space Amendment shall be executed by Tenant and returned to Landlord within ten (10) days after its submission to Tenant.

D.           Effective on the aforesaid commencement date of the term for the Available Space, the Available Space shall be deemed added to the Premises subject to all of the terms and conditions of this Lease, except as otherwise provided in this Section 8.

E.           The Available Space shall be tendered to and accepted by Tenant in its “as is” condition and “as-built” configuration existing on the date of the commencement of the term thereof.

F.           Tenant’s rights hereunder shall terminate if Tenant assigns this Lease (other than to an Affiliate) or the original named Tenant herein or its Affiliates cease to occupy at least one full floor of the Building pursuant to this Lease.

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G.           Tenant agrees that time is of the essence in connection with the valid exercise of Tenant’s rights under this Section 8.

H.           The rights of Tenant under this Section 8 are personal to the original named Tenant in this Lease and its Affiliates and are not assignable to any other person or entity.

I.           Notwithstanding any provision of Sections 4 or 5 of this Rider 2 to the contrary, the size and availability of the First Expansion Space and/or the Second Expansion Space under Sections 4 and 5, respectively, of this Rider 2 shall be reduced or eliminated, as reasonably determined by Landlord, if the Available Space impinges or encroaches on the areas that would otherwise be designated as such expansion spaces.

9.           Storage Space.

A.           Landlord shall lease to Tenant during the first (1st) three (3) Lease Years of the Term, an aggregate of approximately 1,181 square feet of Rentable Area on the concourse level to be used and occupied by Tenant as storage space in such single or multiple locations as Landlord may determine from time to time (the “Storage Space”). The Storage Space shall be made available to Tenant in broom clean condition. Landlord has no obligation to make any improvements to the Storage Space other than to install a single light fixture, a door with a lock and demising walls, if not already in place. Tenant’s use of the Storage Space shall at all times be in compliance with the provisions of this Lease.

B.           Tenant shall pay no base rent or pass-through of operating expenses or taxes to landlord for the Storage Space during the first (1st) three (3) Lease Years. If Tenant desires to continue to lease the Storage Space after the end of the third (3rd) Lease Year, provided Tenant has given Landlord notice thereof at least three (3) months prior to the end of the third (3rd) Lease Year, Tenant may continue to lease the Storage Space during the Term of this Lease subject to this Section 9 and the terms and provisions of this Lease, except that Tenant shall pay additional rent for the Storage Space at the rates then being offered by Landlord for similar storage space.

C.           Landlord may from time to time upon ten (10) business days prior notice to Tenant relocate any or all of the Storage Space to other storage areas in the Building (“New Storage Space”) in which event the New Storage Space shall be deemed to be the Storage Space hereunder. Landlord will either move Tenant’s property to the New Storage Space at Landlord’s expense or, at Landlord’s election, Tenant will do so and Landlord will reimburse

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Tenant promptly for Tenant’s reasonable out-of-pocket costs incurred in moving Tenant’s property to the New Storage Space. The Storage Space may consist of multiple locations at any time.

D.           In no event whatsoever will Landlord be liable for any of the property stored in any Storage Space and Tenant hereby waives all claims of any sort pertaining to or arising out of Tenant’s use of the Storage Space.

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EX-10.3

Exhibit 10.3

ASSET MANAGEMENT AGREEMENT

This Asset Management Agreement (“Agreement”) dated as of January 5, 2007, by and between FSP 303 East Wacker Drive LLC, a Delaware limited liability company (“Owner”), and FSP Property Management LLC, a Massachusetts limited liability company (“Asset Manager”).

The parties hereto agree as follows:

1.           Engagement of Asset Manager

Owner hereby engages Asset Manager to manage the Assets (hereinafter defined) as directed by Owner and in accordance with this Agreement, and to provide the services set forth herein.  Asset Manager hereby accepts such engagement and agrees to perform its obligations hereunder, all as more fully set forth herein.  As used herein, the term “Assets” shall mean the real property and improvements located at 303 East Wacker Drive, Chicago, Illinois, and the personal and intangible property owned by Owner in connection therewith, including without limitation, all leases and contracts entered into or assumed by Owner in connection therewith, and all cash received and accounts receivable of Owner in connection therewith.

2.           Powers and Duties of Asset Manager

2.1           Asset Manager shall have the exclusive authority, subject in each case to the terms and limitations of the Contract, to exercise the following powers on behalf of Owner:

(a)           to manage the real and personal property of the Assets, including the supervision of property managers;

(b)           to create reserve funds for working capital, contingent liabilities, taxes, debt service, repairs, replacements, renewals, capital expenditures, capital improvements, other Asset expenses, or other purposes consistent with the operation and maintenance of the Assets, and reduce or increase the amount thereof; and

(c)           to assure that Owner’s interest in the Assets is duly insured against loss or damage by fire with extended coverage and against such other insurable hazards and risks, including general public liability, as is customary and appropriate in the circumstances.

2.2           In exercising the powers set forth in Section 2.1, Asset Manager may conduct business with consultants, accountants, mortgage originators, correspondents, lenders, borrowers, servicers, technical advisers, engineers, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, appraisers, depositories, custodians, agents for collection, insurers, insurance agents, banks, lessees of the Assets, builders, developers, property managers, leasing agents, and persons acting in any other capacity deemed by Asset Manager to be necessary or desirable in furtherance of Owner’s business with respect to the Assets.

2.3           Asset Manager shall maintain proper records and books of account reflecting all transactions and other matters relative to the management of the Assets, and shall make such books and records available for inspection and copying by Owner during normal business hours.  Asset Manager shall not destroy or otherwise dispose of such books and records for a period of six (6) years from the date of the transaction to which they relate.

2.4           Asset Manager shall implement the objectives of Owner as communicated in writing by Owner to Asset Manager from time to time.  Asset Manager shall at Owner’s request develop a business plan for the Assets, which shall include review of the leases, the local real estate market, the quality of and the potential for increasing revenue, estimated future expenses, and a plan for positioning the Assets for marketing and sale.

2.5           To perform its duties under this Agreement, Asset Manager at all times shall utilize a staff of adequately trained personnel, the cost of which is to be borne by Asset Manager.  It is understood and agreed that the officers, directors and employees of Asset Manager may serve as officers, directors and employees of affiliates of Asset Manager.

2.6           Asset Manager shall perform, or engage such persons or entities (including any persons or entities who are affiliates of Asset Manager) as it deems appropriate to perform custodial functions for recording income and expenses of the Assets, payment of expenses, fees, and taxes, and safekeeping of cash and short-term securities of the Assets and maintaining records and documents evidencing title, title insurance, contracts evidencing terms of sale, leases and operative documents.

(a)           Asset Manager shall provide such other advice and services and perform or supervise such functions as may be pertinent to and consistent with the objectives of Owner, as reasonably requested by Owner from time to time.

3.           Reports

3.1           Within a reasonable time after the end of each fiscal year (which shall be the calendar year) Asset Manager shall deliver to Owner a report containing (i) a balance sheet for the Assets as of the end of such fiscal year, and statements of profit and loss and changes in financial position of the Assets for such fiscal year, (ii) a statement of net cash flow for such fiscal year, (iii) a statement of all fees paid to Asset Manager by Owner for such fiscal year, and (iv) a summary of the activities performed by Asset Manager on behalf of the Account during such fiscal year.  If requested by Owner, all or any of the reports required by 3.1 (i), (ii), (iii), and (iv) shall be audited by an independent certified public accounting firm selected by Owner.

3.2           Within a reasonable time after the end of each fiscal quarter, Asset Manager shall deliver to Owner a report containing (i) a balance sheet for the Assets as of the end of such quarter, (ii) statements of profits and losses and net cash flow of for the Assets for such quarter, (iii) a statement of all fees paid to Asset Manager by Owner for such quarter, and (iv) a summary of the activities performed by Asset Manager on behalf of the Account during such quarter.

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4.           Conflicts.

Owner agrees that except as expressly provided herein Asset Manager and affiliates of Asset Manager may engage in other activities and other businesses, including but not limited to the rendering of advice and services and the making and management of investments on their own behalf and on behalf of others, and the pursuit of such activities and businesses shall not be deemed wrongful or improper.

5.          Extent of Asset Manager’s Liability.

5.1           Neither Asset Manager nor any director, officer or employee of Asset Manager shall be liable to Owner for any loss, liability, damage or injury arising out of or in connection with the performance by Asset Manager of its obligations under this Agreement (including any action taken or omitted in accordance with the powers and limitations set forth in Section 2 hereof); except that Asset Manager shall be liable to Owner for any losses resulting from gross negligence, willful malfeasance or a fraudulent action or omission on the part of Asset Manager or any director, officer or employee of Asset Manager.

5.2           Asset Manager shall not be liable for any action or inaction of any consultant, engineer, investment advisory service, attorney, property manager, appraiser, accountant, bookkeeper or other agent, except that Asset Manager shall be liable if Asset Manager acted in bad faith, was grossly negligent or acted with willful misconduct, in the selection or retention of such person.

5.3           Owner shall indemnify and hold harmless Asset Manager from and against any loss suffered or sustained by it by reason of any act, omission, or alleged connection with any of the Assets, including, without limitation, any judgment, settlement, reasonable attorney’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding; except that Asset Manager shall not be indemnified for any loss or expense (a) arising from its gross negligence, willful malfeasance or a fraudulent action or omission on the part of Asset Manager, or (b) arising from a willful breach or failure by Asset Manager to perform a responsibility or obligation under this Agreement.

6.           Fees

6.1           Owner shall pay Asset Manager a fee (the “Asset Management Fee”) equal to one percent (1.0%) of the Gross Revenue of the Assets.  “Gross Revenue” means all (a) rent, additional rent and other charges and revenues collected under the leases or otherwise in connection with the Assets, (b) amounts collected from all licensees, concessionaires, and similar users of any portion of the Assets (including all amounts collected from vending machines and coin-operated telephones), and (c) proceeds of rental value insurance or business interruption insurance to the extent paid to Owner in lieu of any amounts provided for in clauses (a)-(b) above.  Gross Revenue will not include any (i) charges to tenants for above-standard tenant work, (ii) tenant security deposits (except to the extent applied toward the payment of rent, additional rent or other charges due under any leases), (iii) interest on any funds received in connection with the operation of the Assets, (iv) insurance

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proceeds (except as provided for in clause (c) above) or condemnation awards, (v) amounts received on account of any abatement, reduction or refund of property taxes, (vi) discounts or dividends on insurance policies, (vii) sums collected through litigation (other than for nonpayment of rent, additional rent or other charges due under any leases), (viii) proceeds from the sale or refinancing of the Assets or any portion thereof or interest therein, or (ix) capital contributions to Owner by, or loans to Owner by, partners of Owner whether or not held by Asset Manager, or tenants prior to the date hereof (clauses (i)-(ix), collectively, "Excluded Proceeds").  The proceeds from any buy-out of all or a portion of the remaining term of a lease, or from any damage claims against a tenant for lost rent shall be amortized over the remaining term of such lease and included in the "Gross Revenue" of Owner in equal monthly installments until the earlier of (i) re-occupancy of the subject tenant space or (ii) expiration of the term of the subject lease.

6.2           Intentionally deleted.

6.3           Owner will pay the Asset Management Fee to Asset Manager on or before the fifth (5th) business day of each calendar month, for its services in managing the Assets for the immediately preceding calendar month.  If this Agreement commences on a date other than the first day of a calendar month or if the term expires or is terminated on a day other than the last day of a calendar month, then the Asset Management Fee will be prorated for such partial month on the basis of a thirty (30) day month.

7.          Costs and Expenses to be Borne by Asset Manager

Asset Manager shall pay, without reimbursement from Owner, the following costs and expenses incurred by it in rendering the services provided for herein:

(a)           expenses relating to Asset Manager’s status and qualification as a corporation;

(b)           employment expenses, including but not limited to salaries, wages, payroll taxes, cost of employee benefit plans and temporary help expenses, of (i) the clerical staff and bookkeeping and other personnel required to provide effective performance of Asset Manager’s duties under this Agreement; and (ii) the officers, directors and employees of Asset Manager;

(c)           travel expenses and incidental out-of-pocket expenses incurred by Asset Manager’s officers and employees in connection with the performance of Asset Manager’s duties under this Agreement;

(d)           costs of internal preparation and mailing of reports and tax forms to contractholders and to governmental authorities;

(e)           rent, utilities, other office expenses and overhead of Asset Manager; and

(f)           fees and other remuneration paid to any independent consultants hired by Asset Manager for the purpose of performing services required to be performed by Asset Manager in consideration of the Asset Management Fee.

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8.          Expenses of Owner

Except as otherwise expressly provided in Section 7 hereof, Owner assumes and shall pay or cause to be paid all expenses of the Assets, including, by way of illustration and without limitation thereof:

(a)           audit, accounting and tax return preparation fees of independent certified public accountants for special and annual audits;

(b)           real and personal property taxes and assessments, securities issuance and transfer taxes and other taxes, fees and assessments payable with respect to the Assets to Federal, state and other governmental agencies;

(c)           interest, fees, charges and all other costs payable on borrowings, if any, related to the Assets;

(d)           fees and expenses paid to independent contractors, attorneys, engineers and special consultants, property managers, insurance brokers and other agents engaged by Asset Manager in connection with the acquisition or sale of property for, or in connection with the business, of the Assets;

(e)           all costs and expenses in connection with the acquisition, disposition, operation, improvement, maintenance, repair, leasing and ownership of the Assets, including any legal and closing costs in connection therewith;

(f)           insurance as is reasonably required, convenient or beneficial, in connection with the business of the Asset;

(g)           costs and expenses of independent appraisers;

(h)           legal expenses of Owner and other expenses for professional services for Owner;

(i)           expenses connected directly with the acquisition, valuation, ownership or disposition or investments in real property or other investment assets and payable to third parties, including, but not limited to the cost of foreclosure, legal fees, engineering inspections, insurance reviews, insurance premiums and other expenses of professional services, mortgage, appraisal and inspection fees, title and abstract expenses, maintenance, repair and improvement of property, and brokerage and sale commissions;

(j)           expenses relating to Asset Manager’s status and qualification as a corporation; and

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(k)           any other expenses incurred in the business of Owner in connection with the Asset, whether like or unlike the foregoing, other than those expenses specifically set forth in Section 7.

9.           Termination

9.1           Term.  This Agreement shall continue in effect from month to month until disposition of the Asset by Owner, unless sooner terminated by Owner, pursuant to Section 9.2.  Such termination shall be without penalty or any other payment, or Section 9.3.

9.2            Termination by Either Party Without Cause.  Either party hereto may terminate this Agreement without cause at any time, upon at least thirty (30) days written notice, effective at the end of the notice period.

9.3           Termination for Cause by Owner.  At the opinion solely of Owner, this Agreement shall terminate immediately upon written notice thereof given by Owner to Asset Manager if any of the following events shall happen:

(a)           If Asset Manager shall violate any provision of this Agreement and, after notice of such violation, shall not cure such default within 30 days;

(b)           If (i) Asset Manager shall be adjudged a bankrupt or insolvent by a court of competent jurisdiction, or (ii) an order shall be made by a court of competent jurisdiction (A) for the appointment of a receiver, liquidator or trustee of Asset Manager or of all or substantially all of its property by reason of the foregoing, or (B) approving any petition filed against Asset Manager for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of 30 days; or

(c)           If Asset Manager shall (i) institute proceedings for voluntary bankruptcy, (ii) file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for the relief of debtors, (iii) consent to the appointment of a receiver of itself or of all or substantially all of its property, (iv) make a general assignment for the benefit of its creditors, or (v) admit in writing its inability to pay its debts generally as they become due.

Asset Manager agrees that if any of the events specified in Subsections 9.3(b) or 9.3(c) of this Section shall happen, it will give written notice thereof to Owner within seven days after the happening of such event.

In the event of a termination by Owner pursuant to Subsections 9.3(a), 9.3(b) or 9.3(c), Asset Manager shall be liable to Owner for damages at law and at equity, subject to terms and provisions of this Agreement, including, without limitation, Article 5 hereof.

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9.4           Termination for Cause by Asset Manager.

In the event it is alleged or charged that any building on the premises or any equipment therein or any act or failure to act by the Owner with respect to the premises or the sale, rental, or other disposition thereof fails to comply with, or is in violation of, any of the requirements of any constitutional provision, statute, ordinance, law, or regulation of any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover, and the Asset Manager, in its sole and absolute discretion, considers that the action or position of the Owner with respect thereto may result in damage or liability to the Asset Manager, the Asset Manager shall have the right to cancel this Agreement at any time by written notice to the Owner of its election so to do, which cancellation shall be effective upon the service of such notice.  Such cancellation shall not release the indemnities of the Owner set forth in Section 5 above, and shall not terminate any liability or obligation of the Owner to the Asset Manager for any payment, reimbursement, or other sum of money then due the payable to the Asset Manager hereunder.

9.5           From and after the effective date of termination of this Agreement, Asset Manager shall not be entitled to remuneration for further services hereunder.  Asset Manager shall forthwith upon such termination:

(a)           Pay over to Owner all money collected and held for the account of the Assets pursuant to this Agreement, after deducting any reimbursement for its expenses to which it is then entitled hereunder;

(b)           Deliver to Owner a full accounting, including a statement showing all payments collected by it and all money held by it, covering the period following the date of the last accounting furnished to the Account; and

(c)           Deliver to Owner all property and documents related to the Assets then in the custody of Asset Manager.

10.           Assignment

Asset Manager may not assign this Agreement without the prior written consent of Owner, which consent may be given or withheld in the sole discretion of Owner.  This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment without the consent of Owner.  The parties acknowledge that this Agreement constitutes a personal services contract of the type contemplated by Section 365(c)(1) of the Federal Bankruptcy Act and, as such, may not be assumed or assigned by a trustee in bankruptcy.

11.           Governing Law

This Agreement shall be governed by the laws of The Commonwealth of Massachusetts.

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12.           Insurance and Waiver of Subrogation

12.1           Each of Asset Manager and Owner agree that with respect to insurance which either of them may from time to time carry and which relates to liability for matters relating to the Assets or to this Agreement, each shall, if possible and economically practical, cause the other to be named as an additional insured under all such policies.  With respect to any policies in which either is not named as an additional insured, each hereby waives any and all claims and rights to recovery against the other or against the officers, employees, agents and representatives of the other on account of loss or damage occasioned to such waiving party or its property or the property of others under its control to the extent that such loss or damage is insured under any insurance policies which either may have in force at the time of such loss or damage.  If required by an insurer, each party shall, upon obtaining policies of insurance of the type enumerated above, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Agreement and each shall cause such insurance policy to provide that the insurance company waives all rights of recovery by way of subrogation against another party hereto in connection with any liability covered by such policy.

13.           No Oral Modifications; Waiver

This Agreement constitutes the entire Agreement between the parties hereto and may not be modified or amended unless such modification or amendment has been approved in writing by Asset Manager and by Owner.  No provisions or conditions of this Agreement may be waived other than by a writing signed by the party waiving such provision or condition.

14.           Notice

All notices, approvals, consents, elections or other communications under this Agreement must be in writing and may be (a) delivered personally, (b) delivered by a nationally recognized overnight courier, (c) mailed by registered or certified mail, postage prepaid, with return receipt requested, or (d) sent by telecopier (with written confirmation of the receipt of the telecopy) with the original to follow in the manner specified in clauses (a)-(c) above, and addressed to the party at its address set forth below:

if to Owner, to:

FSP 303 East Wacker Drive LLC

c/o Franklin Street Properties Corp.

401 Edgewater Place, Suite 200

Wakefield, Massachusetts 01880

Attention: Mr. George J. Carter

Fax No.: (781) 246-2807

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with a copy to:

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Attention: Joseph J. Christian, Esq.

Fax No.: (617) 526-5000

if to Asset Manager, to:

FSP Property Management LLC

c/o Franklin Street Properties Corp.

401 Edgewater Place, Suite 200

Wakefield, Massachusetts 01880

Attention: Ms. Janet P. Notopoulos

Fax No.: (781) 246-2807

with a copy to:

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Attention: Joseph J. Christian, Esq.

Fax No.: (617) 526-5000

or at such other address, as from time to time, supplied by a party to the others by like notice.  Notices will be deemed to be received, if personally delivered, upon delivery, if sent by overnight courier, on the first (1st) business day after being sent, if sent by mail, on the date set forth on the return receipt, if sent by telecopier, on the date sent if confirmation of receipt shows delivery on or before 5:00 P.M., or on the next business day if confirmation of receipt shows delivery after 5:00 P.M.  Each party shall be entitled to rely on all communications which purport to be on behalf of the other party and purport to be signed by an authorized party.

-9-

15.           Severability

If any term, covenant, condition or provision of this Agreement shall be invalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Agreement or the application thereof to any circumstances or to any party other than those as to which any term, covenant, condition or provision is held invalid or unenforceable, shall not be affected thereby and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.

16.           Article Headings

Article headings are inserted only for the purpose of convenient reference and in no way define, limit or prescribe the scope or intent of this Agreement or any part thereof and shall not be considered in interpreting or construing this Agreement.

17.           Successors and Assigns

Subject to Article 9 of this Agreement, this Agreement shall be binding upon and inure to the benefit of Asset Manager and Owner and their respective successors and permitted assigns.

18.           Number and Gender

All provisions and any variation thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

(Remainder of Page Intentionally Left Blank)

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by Owner and Asset Manager as of the date first set forth above.

OWNER:

FSP 303 EAST WACKER DRIVE LLC

By:        /s/ George J. Carter

George J. Carter

President

ASSET MANAGER:

FSP PROPERTY MANAGEMENT LLC

By:       /s/ Janet P. Notopoulos

Janet P. Notopoulos

President

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FIRST AMENDMENT TO

ASSET MANAGEMENT AGREEMENT

THIS FIRST AMENDMENT TO ASSET MANAGEMENT AGREEMENT (this “First Amendment”) is made and entered into on August 23, 2007 with an effective date of January 5, 2007 (the “Effective Date”), by and between FSP 303 EAST WACKER DRIVE LLC, a Delaware limited liability company (“Owner”) and FSP PROPERTY MANAGEMENT LLC, a Massachusetts limited liability company (“Asset Manager”).

R E C I T A L S

WHEREAS, Owner and Asset Manager entered into that certain Asset Management Agreement, dated as of January 5, 2007 (the “Original Agreement”), with respect to the engagement by Owner of Asset Manager to manage the real property and improvements located at 303 East Wacker Drive, Chicago, Illinois, and the personal and intangible property owned by Owner in connection therewith, including without limitation, all leases and contracts entered into or assumed by Owner in connection therewith, and all cash received and accounts receivable of Owner in connection therewith; and

WHEREAS, Owner and Asset Manager desire to amend the Original Agreement as set forth below to correct a typographical error.

NOW, THEREFORE, in consideration of the mutual agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Asset Manager have agreed, and do hereby agree, as follows:

1.           Definitions.  All terms used herein and not specifically defined shall have the same meaning herein as is ascribed to them in the Original Agreement.

2.           Amendment.  Section 6.1 of the Original Agreement is hereby amended by deleting the reference to “one percent (1.0%)” and replacing it with “one half of one percent (.005%)”.

3.           Reimbursement.  Asset Manager hereby agrees to promptly reimburse Owner for any excess Asset Management Fees paid by Owner to Asset Manager.

4.           Effective Date.  This First Amendment shall be effective retroactively to the Effective Date.

5.           Ratification.  Except as amended by this First Amendment, Owner and Asset Manager hereby ratify and confirm all of the terms and conditions of the Original Agreement.

 END OF TEXT; SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, this First Amendment has been executed and delivered by Owner and Asset Manager on August 23, 2007 with an effective date of January 5, 2007.

OWNER:                                                         FSP 303 EAST WACKER DRIVE LLC

By:       /s/ George J. Carter

George J. Carter

President

ASSET MANAGER:                                       FSP PROPERTY MANAGEMENT LLC

By:       /s/ Janet P. Notopoulos

Janet P. Notopoulos

President

EX-10.4

Exhibit 10.4

VOTING AGREEMENT

This VOTING AGREEMENT (“Agreement”) is entered into as of January 1, 2007 by and among FSP 303 EAST WACKER DRIVE CORP., a Delaware corporation (“303 East Wacker Drive”), GEORGE J. CARTER, an individual resident of the Commonwealth of Massachusetts (“GJC”), and FRANKLIN STREET PROPERTIES CORP., a Maryland corporation (“FSP”).

WHEREAS, 303 East Wacker Drive is currently governed by that certain Certificate of Incorporation dated December 13, 2006 and filed with the Delaware Department of State on December 13, 2006 (the “Charter”);

WHEREAS, 303 East Wacker Drive issued one (1) share of common stock, $0.01 par value per share (the “Common Stock”);

WHEREAS, FSP owns 99% of the Common Stock;

WHEREAS, GJC owns 1% of the Common Stock;

WHEREAS, 303 East Wacker Drive is offering 2,210 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”) to accredited investors pursuant to that certain Confidential Memorandum dated January 1, 2007;

WHEREAS, FSP is authorized to purchase up to 994 shares of the Preferred Stock;

WHEREAS, the Charter requires the affirmative vote or the written consent of the holders of more than 50% of the then outstanding shares of the Preferred Stock to merge or consolidate 303 East Wacker Drive into or with any other corporation or other entity or to sell all or substantially all of the assets of 303 East Wacker Drive (“Merger Vote”); and

WHEREAS, 303 East Wacker Drive, FSP and GJC wish to provide for the voting by FSP and GJC, as applicable, of the Common Stock and the Preferred Stock.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Common Stock.  FSP and GJC agree that, in connection with any Merger Vote, FSP and GJC shall vote the Common Stock held by them in the same manner that a majority of the holders of shares of the Preferred Stock other than FSP or its affiliates vote such shares in favor of or opposed to such Merger Vote.  For purposes of determining how FSP and GJC shall vote the Common Stock, abstentions and non-votes by holders of Preferred Stock other than FSP shall not be considered.

2.           Preferred Stock.  FSP agrees that, in connection with any matter presented for a vote by the holders of the Preferred Stock, including without limitation any matter to be approved by written consent pursuant to Section 228 of the Delaware General Corporation Law, FSP shall vote the shares of Preferred Stock held by it, if any, in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the

Preferred Stock other than FSP and its affiliates.  For purposes of determining how FSP shall vote its shares of Preferred Stock, if any, abstentions and non-votes by stockholders other than FSP shall not be considered.

3.           FSP and GJC agree that they shall take all actions and execute all documents reasonably requested by 303 East Wacker Drive to effect the provisions of this Agreement, including without limitation the execution and delivery of an irrevocable proxy naming such persons designated by 303 East Wacker Drive as proxies.

4.           303 East Wacker Drive shall notify FSP and GJC as promptly as practicable of the percentage of shares of Preferred Stock held by stockholders other than FSP cast in favor and in opposition to any matter.  303 East Wacker Drive shall as promptly as practicable direct FSP and GJC as to how they are required to vote in connection with any matter in accordance with the provisions set forth above.

5.           This Agreement shall terminate upon the earlier of the following to occur: (i) the written consent of 303 East Wacker Drive, FSP and GJC or (ii) the sale of all or substantially all of the capital stock, assets or business of 303 East Wacker Drive, by merger, consolidation, sale of assets or otherwise.  Upon such termination, all rights and obligations to the parties hereto shall terminate.

6.           All notices, requests or other communications hereunder shall be in writing and shall be delivered (i) in person, (ii) by Federal Express or other nationally recognized overnight carrier service which issues confirmation of delivery or (iii) by confirmed facsimile transmission, to 303 East Wacker Drive at its principal office at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880 and to FSP at its principal office at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, or to such other addresses as either party hereto may designate to the other in writing.  Any such notice shall be deemed to be given (i) when delivered, if delivered personally or by Federal Express or other nationally recognized overnight carrier service or (ii) upon confirmation of receipt, if delivered by facsimile transmission.

7.           This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to conflicts of laws principles.

8.           If any provision of this Agreement is invalid or unenforceable, such invalidity shall not invalidate or render unenforceable any other part of this Agreement but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable, and the rights and obligations of the parties hereto shall be construed and enforced accordingly.

9.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

10.         This Agreement and any of the terms hereof may be amended, changed, waived or discharged only by an instrument in writing signed by 303 East Wacker Drive, FSP and GJC.

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11.         This Agreement is intended by the parties as a final expression of their agreement and intended to be the complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter.

12.         This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and permitted assigns.  The obligations of FSP and GJC hereunder shall be binding on any transferee of the Common Stock and/or the Preferred Stock, if any, that is an affiliate of FSP.  Subject to the agreement of such affiliate to be bound hereby, FSP shall have the right to transfer some or all of its Common Stock and/or Preferred Stock, if any, to any of its affiliates.  Except as set forth above, no party may transfer its rights and obligations hereunder without the consent of the other parties.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

303 East Wacker Drive:                                   FSP 303 EAST WACKER DRIVE CORP.

By:       /s/ George J. Carter

George J. Carter

President and Chief Executive Officer

FSP:                                                                FRANKLIN STREET PROPERTIES CORP.

By:       /s/ George J. Carter

George J. Carter

President and Chief Executive Officer

GJC:                                                                /s/ George J. Carter

GEORGE J. CARTER

-4-

EX-21.1

Exhibit 21.1

Subsidiaries of FSP 303 East Wacker Drive Corp.

Name	Jurisdiction of Organization
FSP 303 East Wacker Drive LLC	Delaware

EX-99.1

Exhibit 99.1

303 East Wacker Drive

Financial Statements

For the Period

January 1, 2007 to January 4, 2007 and

For the Year Ended

December 31, 2006

Table of Contents

	Page
Independent auditors’ report	2
Statements of revenue over certain operating expenses	3
Notes accompanying the statements of revenue over certain operating expenses	4

1

INDEPENDENT AUDITORS' REPORT

To the Stockholders

FSP 303 East Wacker Drive Corp.

Wakefield, Massachusetts

We have audited the accompanying statements of revenue over certain operating expenses (the "Statements") of 303 East Wacker Drive for the period January 1, 2007 to January 4, 2007 and for the year ended December 31, 2006. These Statements are the responsibility of the Property’s management. Our responsibility is to express an opinion on these Statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Statements are free of material misstatements.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Statements’ presentation.  We believe that our audits provide a reasonable basis for our opinion.

The accompanying Statements were prepared to comply with the requirements of Rule 8-06 of Regulation S-X of the Securities and Exchange Commission, and exclude certain expenses described in Note 2 and, therefore, are not intended to be a complete presentation of the Property’s revenue and expenses.

In our opinion, these Statements referred to above present fairly, in all material respects, the revenue over certain operating expenses of 303 East Wacker Drive. for the period January 1, 2007 to January 4, 2007 and for the year ended December 31, 2006 in conformity with the basis of accounting described in Note 2.

/s/ Braver PC

Newton, Massachusetts

March 24, 2008

2

303 EAST WACKER DRIVE

STATEMENTS OF REVENUE OVER CERTAIN OPERATING EXPENSES

FOR THE PERIOD JANUARY 1, 2007 TO JANUARY 4, 2007

AND FOR THE YEAR ENDED DECEMBER 31, 2006

	For the period January 1, 2007 to		For the Year Ended December 31,
	January 4, 2007		2006
Revenue
Rental income	$	244,506	$	21,679,391
Certain operating expenses
Taxes and insurance		62,882		5,599,515
Management fees		5,696		512,649
Administrative		7,968		430,723
Operating and maintenance		70,072		4,515,588
		146,618		11,058,475
Excess of revenue over certain operating expenses	$	97,888	$	10,620,916

The accompanying notes are an integral part of the statements of revenue over certain operating expenses.

3

303 EAST WACKER DRIVE

NOTES ACCOMPANYING THE STATEMENTS OF

REVENUE OVER CERTAIN OPERATING EXPENSES

FOR THE PERIOD JANUARY 1, 2007 TO JANUARY 4, 2007

AND FOR THE YEAR ENDED DECEMBER 31, 2006

1. DESCRIPTION OF THE PROPERTY:

The accompanying statements of revenue over certain operating expenses (the “Statements”) include the operations of a commercial building located in Chicago, Illinois (the “Property”).  The Property is a fully constructed, multi-tenant, twenty-eight story, Class “A” office tower containing approximately 859,187 square feet of rentable space completed in 1979.  The Property was owned by 303 Wacker Realty L.L.C. and sold to FSP 303 East Wacker Drive Corp. (the “Company”) on January 5, 2007.

2. BASIS OF ACCOUNTING:

The accompanying Statements have been prepared on the accrual basis of accounting.  The Statements have been prepared in accordance with Rule 8-06 of Regulation S-X of the Securities and Exchange Commission for real estate properties acquired or to be acquired.  Accordingly, these Statements exclude certain historical expenses not comparable to the operations of the Property after acquisition such as amortization, depreciation, interest, corporate expenses and certain other costs not directly related to future operations of the Property.

3. REVENUE RECOGNITION:

Rental revenue includes income from the lease, certain reimbursable expenses, and straight-line rent adjustments associated with renting the Property.  A summary of rental revenue is shown in the following table:

	January 1, 2007 to		Year Ended December 31,
	January 4, 2007		2006
Income from leases	$	136,848	$	11,645,296
Straight-line rent adjustment		1,080		302,740
Reimbursable expenses		106,578		9,731,355
Total	$	244,506	$	21,679,391

The Company has retained substantially all of the risks and benefits of the Property and accounts for its leases as operating leases.  Rental income from the lease, which includes rent concessions (including free rent and tenant improvement allowances) and scheduled increases in rental rates during the lease term, is recognized on a straight-line basis.  The Company does not have any percentage rent arrangements with its tenant.  Reimbursable costs are included in rental income in the period earned.

4. USE OF ESTIMATES:

The preparation of the Statements in conformity with the basis of accounting described in Note 2 requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

4

303 EAST WACKER DRIVE

NOTES ACCOMPANYING THE STATEMENTS OF

REVENUE OVER CERTAIN OPERATING EXPENSES

FOR THE PERIOD JANUARY 1, 2007 TO JANUARY 4, 2007

AND FOR THE YEAR ENDED DECEMBER 31, 2006

5. CONCENTRATIONS OF RISKS:

For the period January 1, 2007 to January 4, 2007 and for the year ended December 31, 2006, 55% of the rental income was received from three lessees.  As such, future receipts are dependent upon the financial strength of these lessees and their ability to perform under their respective lease agreements.

6. LEASES:

The Company, as lessor, has minimum future rentals due under non-cancelable operating leases as follows:

	Period Ending
	December 31,	Amount
(in thousands)
	2007	$	11,477
	2008		11,253
	2009		9,868
	2010		8,270
	2011		8,097
	Thereafter		17,676
		$	66,641

In addition, the lessees are liable for real estate taxes and operating expenses as direct expenses to the lessees.

5

EX-99.2

Exhibit 99.2

SELECTED COMBINING PRO FORMA FINANCIAL DATA

The following unaudited pro forma financial information of FSP 303 East Wacker Drive Corp. (the “Company” or the “Registrant”) gives effect to the acquisition of a property (“303 East Wacker Drive” or the "Property") on January 5, 2007 by the Company.

The unaudited pro forma financial information has been prepared based upon certain pro forma adjustments to the historical financial statements of the Company and 303 East Wacker Drive.  The Company’s balance sheet as of December 31, 2007 reflects the acquisition of 303 East Wacker Drive; therefore a pro forma balance sheet is not presented.  The pro forma statements of operations for the year ended December 31, 2007is presented as if the acquisition of 303 East Wacker Drive occurred at January 1, 2007.

Certain balances in 303 East Wacker Drive’sfinancial statements have been reclassified to conform to the Company’s presentation.

The unaudited pro forma financial information has been derived from the financial statements of the Company and 303 East Wacker Driveand should be read in conjunction with those financial statements and the accompanying notes.  For additional information, please refer to the financial statements included in the Company’s Registration Statement on Form 10 and Exhibit 99.1 thereto.

The unaudited pro forma combined financial statement data are not necessarily indicative of what the actualresults of operations of the Company would have been for the period indicated, nor do they purport to represent the results of operations of the Company for any future period.

P-1

FSP 303 East Wacker Drive Corp.

Combining Pro Forma Statements of Operations

For the Year Ended

December 31, 2007

(Unaudited)

				303 East
				Wacker Drive
	Historical			Acquisition
(in thousands, except per share amounts)	Company			(b)			Pro Forma
Revenue:
Rental income	$	22,118		$	244		$	22,362
Total revenue		22,118			244			22,362
Expenses:
Rental operating expenses		5,856			84			5,940
Real estate taxes and insurance		5,735			63			5,798
Depreciation and amortization		5,667			4			5,671
Interest		13,810			120			13,930
Total expenses		31,068			271			31,339
Loss before interest income		(8,950	)		(27	)		(8,977	)
Interest Income		433			-			433
Net loss		(8,517	)					(8,544	)
Distribution paid to common stockholder		(1,010	)		-			(1,010	)
Net loss attributable to preferred stockholder	$	(9,527	)	$	(27	)	$	(9,554	)
Weighted average shares outstanding,
basic and diluted		894						894
Net loss per preferred share, basic and diluted	$	(10,657	)				$	(10,853	)

P-2

FSP 303 East Wacker Drive Corp.

NOTES TO COMBINING PRO FORMA FINANCIAL STATEMENTS

(Unaudited)

BASIS OF PRESENTATION

The following unaudited combining pro forma financial statement presentation has been prepared based upon certain pro forma adjustments to the historical financial statements of the Company.  The pro forma statements of income are presented as if the acquisition had occurred as of the beginning of the periods presented.

The acquisition of the Property on January 5, 2007 has been treated as a purchase of assets.  The Property’s assets and liabilities have been recorded on the Company’s books at their fair value as of January 5, 2007 as determined in accordance with generally accepted accounting principles in the United States (or “GAAP”).

PRO FORMA ADJUSTMENTS

Certain assumptions regarding the operations of the Company have been made in connection with the preparation of the combining financial pro forma information.  These assumptions are as follows:

(a) The Company has elected to be, and will qualify as, a real estate investment trust for federal income tax purposes.  The Company has met the various required tests; therefore, no provision for federal or state income taxes has been reflected on real estate operations.

(b) The following table combines the historical operations of the Propertyfor the period starting January 1, 2007 through the acquisition date.

	303 East		Adjustments
(in thousands)	Wacker Drive		resulting from			Pro Forma
	Historical		Acquisition			Adjustment
Revenue:
Rental (1a)	$	245	$	(1	)	$	244
Total revenue		245		(1	)		244
Expenses:
Rental operating expenses		84		-			84
Real estate taxes and insurance		63		-			63
Depreciation and amortization (1b)		-		4			4
Interest (2)		-		120			120
Total expenses		147		124			271
Income (loss) before interest income		98		(125	)		(27	)
Interest Income		-		-			-
Net income (loss)		98		(125	)		(27	)
Distribution paid to common stockholder		-		-			-
Net income (loss) attributable to preferred stockholder	$	98	$	(125	)	$	(27	)

P-3

The following table presents the allocation of the purchase price to each asset or liability with the expected useful life and the pro forma adjustments for the depreciation and amortization:

						Depreciation/
						Amortization			Pro Forma
	Allocated			Life		Monthly			Adjustment
(in thousands)	Purchase Price			(years)		Amount			Amount
Land	$	26,200			N/A	$	-		$	-
Building		128,502			39		274			3	(1b)
Acquired favorable leases		8,034			3		49			1	(1a)
Acquired unfavorable leases		(613	)		6		(12	)		-	(1a)
Acquired real estate leases		11,222			3		119			1	(1b)
Total	$	173,345				$	430		$	5

(1a) The pro forma rental adjustment includes amounts related to the amortization of above and/or below market leases, which are being amortized over the remaining non-cancelable term of the respective leases in accordance with SFAS 141.

(1b) The pro forma for depreciation and amortization is due to depreciation of the acquired building and improvements using a straight-line method over and estimated life of 39 years.  In addition, the value of the in place leases (exclusive of the value of above and/or below market leases), are being amortized over the remaining non-cancelable term of the respective leases in accordance with SFAS 141.

(2) The pro forma interest expense adjustment includes amounts related to the $167 million acquisition mortgage loan payable to Franklin Street Properties Corp. to reflect as if the loan was outstanding from January 1, 2007 through the acquisition date at the weighted average interest rate of 6.53% that FSP had charged the Company.  An increase in the interest rate of 0.125% (1/8th of 1 percent) would increase the pro forma interest expense by approximately $2,300.

P-4