LEASE

TABLE OF CONTENTS

ARTICLE 1 BASIC LEASE PROVISIONS

1

ARTICLE 2 PREMISES, TERM, RENT

4

ARTICLE 3 USE AND OCCUPANCY

5

ARTICLE 4 POSSESSION/CONDITION OF THE PREMISES/LANDLORD’S WORK

5

ARTICLE 5 ALTERATIONS

9

ARTICLE 6 REPAIRS

11

ARTICLE 7 TAXES AND OPERATING EXPENSES

13

ARTICLE 8 REQUIREMENTS OF LAW

17

ARTICLE 9 SUBORDINATION

19

ARTICLE 10 SERVICES

22

ARTICLE 11 INSURANCE; PROPERTY LOSS OR DAMAGE

26

ARTICLE 12 EMINENT DOMAIN

31

ARTICLE 13 ASSIGNMENT AND SUBLETTING

32

ARTICLE 14 ACCESS TO PREMISES

38

ARTICLE 15 DEFAULT

39

ARTICLE 16 LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES

43

ARTICLE 17 NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL

44

ARTICLE 18 END OF TERM

44

ARTICLE 19 QUIET ENJOYMENT

45

ARTICLE 20 NO SURRENDER; NO WAIVER

45

ARTICLE 21 WAIVER OF TRIAL BY JURY; COUNTERCLAIM

46

ARTICLE 22 NOTICES

46

ARTICLE 23 RULES AND REGULATIONS

47

ARTICLE 24 BROKER

47

ARTICLE 25 INDEMNITY

47

ARTICLE 26 MISCELLANEOUS

49

ARTICLE 27 LETTER OF CREDIT

53

ARTICLE 28 TAX STATUS OF BENEFICIAL OWNER

56

ARTICLE 29 RENEWAL TERMS

57

ARTICLE 30 RIGHT OF FIRST REFUSAL

61

ARTICLE 31 EXHAUST SYSTEM

62

ARTICLE 32 TENANT’S SECURITY

62

ARTICLE 33 TERMINATION RIGHT

62

Exhibit A

Floor Plan of Office Premises

A-l

Exhibit A-1

Floor Plan of Lower Level Premises

A-I-1

Exhibit B

Fixed Rent

B-l

Exhibit C

Definitions

C-l

Exhibit D

Work Letter

D-1

Exhibit E

Office Premises Design Standards

E-1

Exhibit F

Lower Level Premises Design Standards

F-1

Exhibit G

Office Cleaning Specifications

G-1

Exhibit H

Rules and Regulations

H-1

Exhibit I

Form of Non-disturbance

I-1

Exhibit J

Form of Letter of Credit

J-1

Exhibit K

Letter from Matthew Biss Regarding Specially Alterations dated May 23, 2006

K-1

PREMISES

Two separate spaces comprised of (a) the entire 26 ^th and 27 ^th floors of the Building, as more particularly shown on Exhibit A (the “ Office Premises ”) and (b) a portion of Lower Level C of the Building, as more particularly shown on Exhibit A-1 (the “ Lower Level Premises ”). “ Premises ” shall initially mean the Office Premises and, upon the date Landlord delivers possession of the Lower Level Premises to Tenant, shall mean both the Office Premises and the Lower Level Premises.

BUILDING

The building, fixtures, equipment and other improvements and appurtenances now located or hereafter erected, located or placed upon the land known as 125 South Wacker Drive, Chicago, Illinois.

REAL PROPERTY

The Building, together with the plot of land upon which it stands.

COMMENCEMENT DATE

The date upon which Landlord delivers possession of the Office Premises to Tenant in accordance with the terms of this Lease.

RENT COMMENCEMENT DATE

January 1, 2007.

EXPIRATION DATE

December 31, 2016 (the “ Initial Expiration Date ”), or the last day of any renewal or extended term, if the initial Term of this Lease is extended in accordance with any express provision hereof.

TERM

The period commencing on the Commencement Date and ending on the Expiration Date.

PERMITTED USES

Tenant shall solely use and occupy the (a) Office Premises for executive, operational and general office use as well as the presence of a company store which may be used for training purposes, displaying jewelry or related merchandise or selling jewelry and related merchandise to employees, invited guests, preferred customers or tenants in the Building and (b) Lower Level Premises for general office operations, the receipt, storage, distribution and shipping of jewelry and related merchandise as well as creating and developing jewelry and other related merchandise; provided, however, that Tenant may use the rhodium plating and jewelry repair rooms located in the Lower Level Premises (collectively, the “ Manufacture Rooms ”) for repairing and servicing jewelry and other related merchandise. In no event shall the size of the Manufacture Rooms exceed 1,500 square feet in the aggregate.

TENANT’S PROPORTIONATE SHARE

7.1592% (being the Agreed Area of Office Premises divided by the Agreed Area of the Building). Landlord and Tenant agree that Fixed Rent for the Lower Level Premises shall be paid on a “gross” basis (i.e., Tenant shall have no obligation to pay Tenant’s Tax Payment or Tenant’s Operating Payment with respect to the Lower Level Premises).

AGREED AREA OF BUILDING

517,293 rentable square feet, as mutually agreed by Landlord and Tenant.

AGREED AREA OF PREMISES

37,034 rentable square feet with respect to the Office Premises (the “ Agreed Area of Office Premises ”) and 15,057 usable square feet with respect to the Lower Level Premises (the “ Agreed Area of Lower Level Premises ”), as mutually agreed by Landlord and Tenant.

FIXED RENT

As set forth on Exhibit B attached hereto.

ADDITIONAL RENT

All sums other than Fixed Rent payable by Tenant to Landlord under this Lease, including Tenant’s Tax Payment, Tenant’s Operating Payment, late charges, overtime or excess service charges, damages, and interest and other costs related to Tenant’s failure to perform any of its obligations under this Lease.

RENT

Fixed Rent and Additional Rent, collectively.

INTEREST RATE

The lesser of (i) 3% per annum above the then-current Base Rate, and (ii) the maximum rate permitted by applicable law.

LETTER OF CREDIT

$1,500,000.00, subject to reduction as provided in Section 27.4.

TENANT’S ADDRESS FOR NOTICES

Until Tenant commences business operations from the Premises:

Whitehall Jewellers, Inc.
155 North Wacker Drive, 5 ^th Floor
Chicago, IL 60606
Attn: General Counsel
Thereafter:

Copy to:
Whitehall Jewellers, Inc.
155 North Wacker Dr., 5 ^th Flr
Chicago, IL 60606
Attn: Chief Financial Officer

Whitehall Jewellers, Inc.
125 South Wacker, Suite 2600
Chicago, IL 60606
Attn: General Counsel

Copies to:

Whitehall Jewellers, Inc.
125 South Wacker, Suite 2600
Chicago, IL 60606
Attn: Chief Financial Officer

and:

Whitehall Jewellers, Inc.
125 South Wacker, Suite 2600
Chicago, IL 60606
Attn: Property Manager

LANDLORD’S ADDRESS FOR NOTICES

TS 125 South Wacker, L.P.
125 South Wacker
Chicago, IL 60606
Attn: Property Manager

Copies to:

TS 125 South Wacker, L.P.
c/o Tishman Speyer Properties, L.P.
525 West Monroe, Suite 650
Chicago, IL 60661
Attn: Leasing Director

and:

Tishman Speyer Properties, L.P.
45 Rockefeller Plaza
New York, New York 10111
Attn: Chief Financial Officer

and:

Tishman Speyer Properties, L.P.
45 Rockefeller Plaza
New York, New York 10111
Attn: Chief Legal Officer

TENANT’S BROKER

Studley, Inc.

LANDLORD’S AGENT

Tishman Speyer Properties, L.P. or any other person designated at any time and from time to time by Landlord as Landlord’s Agent and their successors and assigns.

LANDLORD’S CONTRIBUTION

$2,705,065.00 (comprised of (a) $65.00 times the Agreed Area of Office Premises; (b) $15.00 times the Agreed Area of Lower Level Premises; (c) $35,000.00 for the installation of fire sprinklers in the vault area located in the Lower Level Premises and (d) $37,000.00).

           (a) Delivery of Possession. Landlord shall deliver possession of the Office Premises to Tenant on the Effective Date. Except as otherwise expressly provided in

Section 4.l(c) below. Landlord, no later than July 22, 2006, shall deliver possession of the Lower Level Premises to Tenant with the abatement of accessible asbestos-containing tiles completed in accordance with Landlord’s asbestos abatement program (the “ VAT Abatement ”). After Landlord’s delivery of the Office Premises and/or Lower Level Premises, as applicable, Tenant shall thereafter perform its obligations therein relating to the construction of the Initial Installations described by the Workletter attached hereto as Exhibit D.

           (b) Delay of Delivery of Possession. Notwithstanding anything contained in the Lease to the contrary, in the event the Substantial Completion of the VAT Abatement shall occur after July 22, 2006 (the “ First Rent Abatement Trigger Date ”), Tenant shall be entitled to an abatement of Rent otherwise payable hereunder for the Premises equal to one (1) day for each day of such delay through August 22, 2006. If the Substantial Completion of the VAT Abatement shall occur on or after August 23, 2006 (the “ Second Rent Abatement Trigger Date ”), Tenant shall be entitled to an abatement of Rent otherwise payable hereunder for the Premises equal to two (2) days for each day beyond the Second Rent Abatement Trigger Date the VAT Abatement is not Substantially Completed. If the Substantial Completion of the VAT Abatement shall have not occurred on or before September 22, 2006 (the “ Termination Trigger Date ”), then Tenant shall have the right, by delivering prior written notice to Landlord, to terminate this Lease effective no later than October 7, 2006 (the “ Termination Date ”), unless, prior to the Termination Date, Landlord Substantially Completes the VAT Abatement. The First Rent Abatement Trigger Date, the Second Rent Abatement Trigger Date and the Termination Trigger Date, as applicable, shall be extended 1 day for each day of Unavoidable Delays and/or delays caused by the acts or omissions of Tenant.

           (c) Performance of VAT Abatement by Tenant. Notwithstanding anything contained in Section 4.1 to the contrary, Tenant, by delivering written notice to Landlord on or before the 2 ^nd day after the Effective Date (the “ VAT Abatement Notice ”), may elect to perform the VAT Abatement in the Lower Level Premises. If Tenant so timely elects, (i) Landlord shall deliver the Lower Level Premises to Tenant no later than 1 Business Day after Landlord’s receipt of the VAT Abatement Notice in “as is” condition, (ii) Landlord shall be released and discharged from its obligation to perform the VAT Abatement, (iii) Section 4.1(b) shall thereafter be null and void and of no further force and effect, (iv) Tenant shall perform the VAT Abatement in accordance with (1) the Procedural Specifications Manual prepared by Carnow, Conibear & Associates, Ltd. dated June 1, 2006 (the “ VAT Abatement Specifications ”) to be delivered to Tenant at the same time possession of the Lower Level Premises is delivered to Tenant and (II) Sections 2.4 and 5 of the Workletter (for purposes of this Section 4.l(c)(iv)(II) only, the term “Initial Installations” in Sections 2, 4 and 5 of the Workletter shall be deemed to mean the VAT Abatement and the term “Final Plans” shall be deemed to mean the VAT Abatement Specifications, provided, however, with respect to Section 2(b) of the Workletter, the VAT Abatement Specifications shall be deemed approved by Landlord as of the Effective Date) and (v) Landlord shall reimburse Tenant for the costs of the VAT Abatement in an amount not to exceed Fifty Thousand Dollars ($50,000.00) (the “ VAT Abatement Cap ”) in accordance with Section 4.1 (d) below.

           (d) Payment of Costs of the VAT Abatement. If Tenant timely efects to perform the VAT Abatement in the Lower Level Premises in accordance with Section 4.1(c) above, Landlord shall make progress payments to Tenant on a monthly basis, for the VAT Abatement performed during the previous month, less a retainage of 10% of each progress payment (“ VAT Abatement Retainage ”). Each of Landlord’s progress payments shall be limited to that fraction of the total amount of such payment, the numerator of which is the amount of the VAT Abatement Cap, and the denominator of which is the total contract price (or, if there is no specified or fixed contract price for the VAT Abatement, then Landlord’s reasonable estimate thereof) for the performance of the VAT Abatement in accordance with the VAT Abatement Specifications. Provided that Tenant delivers requisitions to Landlord on or prior to the 10 ^th day of any month, such progress payments shall be made within 30 days next following the delivery to Landlord of requisitions therefor, signed by the chief financial officer of Tenant, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) with the exception of the first requisition, copies of conditional waivers and releases of lien upon progress payment in the form prescribed in the Requirements from all contractors, subcontractors, and material suppliers covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the VAT Abatement Specifications and (iii) such other documents and information as Landlord may reasonably request, including in connection with title drawdowns and endorsements. Any requisition made following the 10 ^th day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. Landlord shall disburse the VAT Abatement Retainage upon submission by Tenant to Landlord of Tenant’s requisition therefor accompanied by all documentation required under this Section 4.1 (d), together with (A) proof of the satisfactory completion of all required inspections and issuance of any required approvals, permits and sign-offs for the VAT Abatement by Governmental Authorities having jurisdiction thereover, and (B) issuance of final, unconditional lien waivers and releases in the form prescribed by the Requirements by all contractors, subcontractors and material suppliers covering all of the VAT Abatement. Notwithstanding anything to the contrary set forth in this Section 3(c), if Tenant does not pay any contractor or supplier as required by this provision, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall be paid by Tenant within 10 days after Landlord delivers to Tenant an invoice therefor..

            4.2 Condition of the Premises. Tenant has inspected the Premises and agrees (a) to accept possession of the Premises in the condition existing on the Effective Date “as is”, and (b) except for Landlord’s (i) provision of the Landlord’s Contribution described in Exhibit D and (ii) completion of the VAT Abatement (except as otherwise expressly provided in Section 4.1(c) above) and Landlord’s Work. Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant’s occupancy, (iii) correction of Latent Defects. Without affecting such acceptance of possession of the Premises by Tenant on the Effective Date. Landlord shall correct, or cause to be corrected, at no cost or expense to Tenant, any latent defects in Landlord’s Work and the

           (a) Money Elevator. Landlord shall use best efforts to activate and provide Tenant with the exclusive use and operation of the special service elevator serving the Alternate Loading Dock and Lower Level C of the Building (“ Money Elevator ”) on or before September 8, 2006. Such Money Elevator shall be in good working order as of the date same is activated. During the Term, Tenant, at Tenant’s sole cost and expense, shall maintain the Money Elevator in good condition, regularly servicing and promptly making all repairs and replacements thereto. Notwithstanding the foregoing, Landlord shall bear the cost of any necessary repairs or replacements to the Money Elevator for a period of one (1) year from the Rent Commencement Date, excluding normal wear and tear and repairs or replacements made necessary be the negligence, misuse, default, acts or omissions of Tenant, it’s employees, contractors, agents, customers or invitees. Subject to and in compliance with all provisions of ARTICLE 5 hereof, Tenant may install in the Money Elevator, at Tenant’s sole cost and expense, security cameras and such other security devices as Tenant deems reasonably necessary and appropriate.

           (b) Restroom Renovation. Landlord, no later than September 1, 2006, shall, at Landlord’s sole expense, renovate the restrooms located in the Office Premises only (the “ Restroom Renovation ”).

           (c) Landlord’s Right of Entry. Landlord will undertake activation of the Money Elevator and completion of the Restroom Renovation (collectively, “ Landlord’s Work ”) at the same time Tenant is constructing the Initial Installations in the Premises. Landlord and its representatives shall have the right to enter the Premises at any time in order to perform Landlord’s Work. Tenant agrees to cooperate and coordinate with Landlord so as to minimize Tenant’s and Tenant’s contractors interference with the performance and completion of Landlord’s Work.

           (d) Delay in Delivery of Landlord’s Work. Notwithstanding anything contained in the Lease to the contrary, in the event the delivery of the Money Elevator and/or the Substantial Completion of the Restroom Renovation occurs after January 1, 2007 (the “ Rent Abatement Trigger Date ”), commencing on the Rent Commencement Date, Tenant shall be entitled, as the case may be, to the following: (i) an abatement of the Fixed Rent for the Lower Level Premises equal to $1,000.00 per day for each day after the Rent Abatement Trigger Date that the delivery of the Money Elevator to Tenant is delayed and/or (ii) an abatement of the Fixed Rent for the Premises equal to $1,000.00 per day for each day after the Rent Abatement Trigger Date that the Substantial Completion of the Restroom Renovation is delayed; provided, however, that the Rent

Abatement Trigger Date shall be extended 1 day for each day of Unavoidable Delays and/or delays caused by the acts or omissions of Tenant.

           (e) Shuttle Elevator. Landlord will renovate the mechanical components and interior finishes of the elevator that shuttles between the lobby level of the Building and the lower levels of the Building (the “ Shuttle Elevator ”).

           (a) Except with respect to the Initial Installations, which shall be governed by the Workletter, Tenant shall not make any alterations, additions or other physical changes in or about the Premises (collectively, “ Alterations ”) other than decorative Alterations such as painting, wall coverings and floor coverings (collectively. “ Decorative Alterations ”), without Landlord’s prior consent, which consent shall not be unreasonably withheld or delayed if such Alterations (i) are non-structural and do not affect any Building Systems, (ii) affect only the Premises and are not visible from outside of the Premises, (iii) do not affect the certificate of occupancy issued for the Building or the Premises, and (iv) do not violate any Requirement.

           (b) Plans and Specifications. Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord for its approval, detailed plans and specifications (“ Plans ”) of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (as described in ARTICLE 11) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds. and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations). Tenant shall give Landlord not less than 5 Business Days’ notice prior to performing any Decorative Alteration, which notice shall contain a description of such Decorative Alteration.

           (c) Governmental Approvals. Tenant, at its expense, shall, as and when required, promptly obtain certificates of partial and final approval of such Alterations required by any Governmental Authority (including, without limitation, a certificate of occupancy from the City of Chicago, if required in connection with such Alterations and/or Tenant’s use and occupancy of the Premises) and shall furnish Landlord with

copies thereof, together with “as-built” Plans for such Alterations prepared on an AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept), using naming conventions issued by the American Institute of Architects in June, 1990 (or such other naming conventions as Landlord may accept) and magnetic computer media of such record drawings and specifications translated in DFX format or another format acceptable to Landlord.

           (a) Landlord reserves the right to make all changes, alterations, additions, improvements, repairs or replacements to the Building and Building Systems, including changing the arrangement or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other Common Areas (collectively, “ Restorative Work ”), as Landlord deems necessary or desirable, and to take all material into the Premises required for the performance of such Restorative Work provided that (a) the level of any Building service shall not decrease in any material respect from the level required of Landlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such Restorative Work) and (b) Tenant is not deprived of access to the Premises. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the performance of such Restorative Work. There shall be no Rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others performing, or failing to perform, any Restorative Work. Landlord shall use its commercially reasonable efforts to restore any interruption of access, use or services as soon as reasonably possible.

           (b) Tenant’s Abatement Right. Notwithstanding any contrary provision of this Lease, if Tenant is prevented from using for the conduct of its business, and does not use for the conduct of its business (“ Untenantability ”), the Premises or any material portion thereof, for six (6) consecutive Business Days (the “ Eligibility Period ”) as a result of (i) any construction, repair, maintenance or alteration performed by Landlord after the Commencement Date and not necessitated by the negligence or willful misconduct of any Tenant Party or otherwise due to the occurrence of a casualty or

condemnation or Unavoidable Delays, or (ii) the failure in any material respect of Landlord or its agents or contractors to provide to the Premises any of the utilities and services required to be provided under this Lease (including ARTICLE 10 below) and not caused by the negligence or willful misconduct of any Tenant Party or otherwise due to the occurrence of a casualty or condemnation or Unavoidable Delays, (iii) any failure to provide access to the Premises and not caused by the negligence or willful misconduct of any Tenant Party or otherwise due to the occurrence of a casualty or condemnation or Unavoidable Delays, then, in any and all such events, Tenant’s obligation to pay Fixed Rent. Tenant’s Operating Payment and Tenant’s Tax Payment shall be abated or reduced, as the case may be, from the first day of the Eligibility Period and continuing for such time that Tenant continues to be so prevented from using for the conduct of its business, and does not so use for the conduct of its business, the Premises or a material portion thereof (the “ Untenantability Period ”), in the proportion that the rentable square feet of the portion of the Premises that Tenant is prevented from using, and does not so use, bears to the total rentable square feet of the Premises.

           (c) Tenant’s Termination Right . If any period of Untenantability continues for more than 365 consecutive days and not caused by the negligence or willful misconduct of any Tenant Party or otherwise due to the occurrence of a casualty or condemnation, then Tenant shall have the right (during the period the Untenantability persists beyond the foregoing 365-day period), but exercisable only by written notice to Landlord within the fifteen (15) day period following said 365 consecutive day period, to terminate this Lease, which termination shall be effective sixty days after Landlord’s receipt of such written notice.

           (a) “Assessed Valuation ” shall mean the amount for which the Real Property is assessed for the purpose of imposition of Taxes.

           (b) “ Calendar Year ” shall mean each calendar year of the Term beginning with the calendar year in which the Rent Commencement Date occurs.

           (c) “ Operating Expenses ” shall mean the aggregate of all costs and expenses paid or incurred by or on behalf of Landlord in connection with the ownership, operation, repair and maintenance of the Real Property, including (i) capital improvements only if such capital improvement either (A) is reasonably intended to result in a reduction in Operating Expenses (as for example, a labor-saving improvement) provided, the amount included in Operating Expenses in any Calendar Year shall not exceed an amount equal to the savings reasonably anticipated to result from the installation and operation of such improvement, and/or (B) is made during any Calendar Year in compliance with Requirements, and (ii) reasonable rent for the management office in the Building. Such

capital improvements shall be amortized (with interest at the Base Rate) on a straight-line basis over such period as Landlord shall reasonably determine in accordance with generally accepted accounting principles, and the amount included in Operating Expenses in any Calendar Year shall, subject to the preceding clause (A), be equal to the annual amortized amount. Operating Expenses shall not include any Excluded Expenses. If during all or part of any Calendar Year. Landlord shall not furnish any particular item(s) of work or service (which would otherwise constitute an Operating Expense) to any leasable portions of the Building for any reason, then, for purposes of computing Operating Expenses for such period, the amount included in Operating Expenses for such period shall be increased by an amount equal to the costs and expenses that would have been reasonably incurred by Landlord during such period if Landlord had furnished such item(s) of work or service to such portion of the Building. In determining the amount of Operating Expenses for any Calendar Year, if less than 100% of the Building rentable area is occupied by tenants at any time during any such Calendar Year. Operating Expenses that vary with occupancy levels shall be determined for such Calendar Year to be an amount equal to the like expenses which would normally be expected to be incurred had such occupancy been 100% throughout such Calendar Year. In no event, however, shall Landlord collect from tenants of the Building more than 100% of the Operating Expenses actually incurred by Landlord in operating the Building during each respective Calendar Year by virtue of this foregoing gross-up or for any other reason.

           (d) “ Statement ” shall mean a statement containing (i) the Taxes for any Calendar Year, or (ii) the Operating Expenses for any Calendar Year.

           (e) “ Taxes ” shall mean (i) all real estate taxes, assessments, sewer and water rents, rates and charges and other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all or any part of the Real Property, and (ii) all expenses (including reasonable attorneys’ fees and disbursements and experts’ and other witnesses’ fees) incurred in contesting any of the foregoing or the Assessed Valuation of the Real Property. Taxes shall not include (x) interest or penalties incurred by Landlord as a result of Landlord’s late payment of Taxes, or (y) franchise, transfer, gift, inheritance, estate or net income taxes imposed upon Landlord. For purposes hereof, “Taxes” for any Calendar Year shall be deemed to be the Taxes which are assessed, levied or imposed for such Calendar Year regardless of when due or paid. If Landlord elects to prepay any assessment or to pay any assessment in fewer annual installments than the maximum number permitted by law, then (i) such assessment shall be deemed to have been divided and to be payable in the maximum number of installments permitted by law, and (ii) there shall be deemed included in Taxes for each Calendar Year the installments of such assessment that would have become payable during such Calendar Year, together with interest that would have become payable during such Calendar Year on account of such assessment being paid in installments and on all such installments thereafter, as provided by law, all as if such assessment had been so divided. If at any time the methods of taxation prevailing on the Effective Date shall be altered so that in lieu of or as an addition to the whole or any part of Taxes, there shall be assessed, levied or imposed (1) a tax, assessment, levy, imposition or charge based on the income or rents received from the Real Property whether or not wholly or partially as a capital levy or otherwise.

(2) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed upon Landlord, (3) a license fee measured by the rents, or (4) any other tax, assessment, levy, imposition, charge or license fee however described or imposed, including business improvement district impositions, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes.

           (a) Tenant shall pay to Landlord Tenant’s Proportionate Share of Taxes for each Calendar Year (“ Tenant’s Tax Payment ”). For each Calendar Year, Landlord shall furnish to Tenant a statement setting forth Landlord’s reasonable estimate of Tenant’s Tax Payment for such Calendar Year (the “ Tax Estimate ”). Tenant shall pay to Landlord on the 1st day of each month during such Calendar Year an amount equal to 1/12 of the Tax Estimate for such Calendar Year. If Landlord furnishes a Tax Estimate for a Calendar Year subsequent to the commencement thereof, then (i) until the 1st day of the month following the month in which the Tax Estimate is furnished to Tenant, Tenant shall pay to Landlord on the 1st day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 7.2 during the last month of the preceding Calendar Year, (ii) promptly after the Tax Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Tax Estimate previously made for such Calendar Year were greater or less than the installments of Tenant’s Tax Estimate to be made for such Calendar Year in accordance with the Tax Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within 10 Business Days after demand therefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount thereof against the next payments of Rent due hereunder, and (iii) on the 1st day of the month following the month in which the Tax Estimate is furnished to Tenant, and on the 1st day of each month thereafter throughout the remainder of such Calendar Year, Tenant shall pay to Landlord an amount equal to 1/12 of the Tax Estimate.

           (b) As soon as reasonably practicable after Landlord has determined the Taxes for a Calendar Year, Landlord shall furnish to Tenant a Statement for such Calendar Year. If the Statement shall show that the sums paid by Tenant under Section 7.2(a) exceeded the actual amount of Tenant’s Tax Payment for such Calendar Year, Landlord shall credit the amount of such excess against the next payments of Rent due hereunder. If the Statement for such Calendar Year shall show that the sums so paid by Tenant were less than Tenant’s Tax Payment for such Calendar Year, Tenant shall pay the amount of such deficiency within 10 Business Days after delivery of the Statement to Tenant.

           (c) Only Landlord may institute proceedings to reduce the Assessed Valuation of the Real Property and the filings of any such proceeding by Tenant without Landlord’s consent shall constitute an Event of Default. Upon Tenant’s request and provided it is commercially reasonable to do so, in Landlord’s sole discretion, Landlord shall institute all appropriate proceedings to seek a reduction of the Assessed Valuation of the Real Property and to otherwise contest the amount, validity or applicability of any Taxes. If Landlord receives a refund of Taxes for any Calendar Year, Landlord shall, at its

election, either pay to Tenant, or credit against subsequent payments of Rent due hereunder, an amount equal to Tenant’s Proportionate Share of the refund, net of any expenses incurred by Landlord in achieving such refund, which amount shall not exceed Tenant’s Tax Payment paid for such Calendar Year. Except as otherwise expressly provided in this Lease, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Taxes or the Assessed Valuation. The benefit of any exemption or abatement relating to all or any part of the Real Property (other than a refund of Taxes paid on a reduction in the Assessed Valuation of the Real Property) that is obtained for the benefit of a specific tenant (other than Tenant) and not for the benefit of all tenants of the Building generally shall accrue solely to the benefit of Landlord and Taxes shall be computed without taking into account any such exemption or abatement.

           (d) Tenant shall be responsible for any applicable occupancy or rent tax now in effect or hereafter enacted by any applicable Governmental Authority and uniformly applied to Comparable Buildings and, if payable by Landlord, Tenant shall promptly pay such amounts to Landlord, upon Landlord’s demand.

7.3 Tenant’s Operating Payment.

           (a) Tenant shall pay to Landlord Tenant’s Proportionate Share of Operating Expenses payable for each Calendar Year (“ Tenant’s Operating Payment ”). For each Calendar Year, Landlord shall furnish to Tenant a statement setting forth Landlord’s reasonable estimate of Tenant’s Operating Payment for such Calendar Year (the “ Expense Estimate ”). Tenant shall pay to Landlord on the 1st day of each month during such Calendar Year an amount equal to 1/12 of the Expense Estimate. If Landlord furnishes an Expense Estimate for a Calendar Year subsequent to the commencement thereof, then (i) until the 1st day of the month following the month in which the Expense Estimate is furnished to Tenant, Tenant shall pay to Landlord on the 1st day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 7.3 during the last month of the preceding Calendar Year, (ii) promptly after the Expense Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Operating Payment previously made for such Calendar Year were greater or less than the installments of Tenant’s Expense Payment to be made for such Calendar Year in accordance with the Expense Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within 10 Business Days after demand therefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount thereof against the next payments of Rent due hereunder, and (iii) on the 1st day of the month following the month in which the Expense Estimate is furnished to Tenant, and on the 1st day of each month thereafter throughout the remainder of such Calendar Year, Tenant shall pay to Landlord an amount equal to 1/12 of the Expense Estimate.

           (b) On or before May 1st of each Calendar Year, Landlord shall furnish to Tenant a Statement for the immediately preceding Calendar Year reconciling Operating Expenses. If the Statement shows that the sums paid by Tenant under Section 7.3(a) exceeded the actual amount of Tenant’s Operating Payment for such Calendar Year, Landlord shall credit the amount of such excess against subsequent payments of Rent due

hereunder. If the Statement shows that the sums so paid by Tenant were less than Tenant’s Operating Payment for such Calendar Year, Tenant shall pay the amount of such deficiency within 30 days after delivery of the Statement to Tenant.

7.4 Non-Waiver; Disputes.

           (a) Landlord’s failure to render any Statement on a timely basis with respect to any Calendar Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Calendar Year or any subsequent Calendar Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Calendar Year.

           (b) Each Statement sent to Tenant shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within 90 days after such Statement is sent, sends a notice to Landlord objecting to such Statement and specifying the reasons therefor. Tenant agrees that Tenant will not employ, in connection with any dispute under this Lease, any person who is to be compensated in whole or in part, on a contingency fee basis. If the parties are unable to resolve any dispute as to the correctness of such Statement within 30 days following such notice of objection, either party may refer the issues raised to one of the nationally recognized public accounting firm mutually selected by Landlord and Tenant, and the decision of such firm shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than 5% for such Calendar Year, in which case Landlord shall pay such fees and expenses.

           (a) Tenant’s Compliance. Tenant, at its expense, shall comply with all Requirements applicable to the Premises; provided, however, that Tenant shall not be

obligated to comply with any Requirements requiring any structural alterations to the Building unless the application of such Requirements arises from (i) the specific manner and nature of Tenant’s use or occupancy of the Premises, as distinct from general office use, (ii) Alterations made by Tenant, or (iii) a breach by Tenant of any provisions of this Lease. Any such repairs or alterations shall be made at Tenant’s expense (1) by Tenant in compliance with ARTICLE 5 if such repairs or alterations are nonstructural and do not affect any Building System, or (2) by Landlord if such repairs or alterations are structural or affect any Building System. If Tenant obtains knowledge of any failure to comply with any Requirements applicable to the Premises, Tenant shall give Landlord prompt notice thereof.

          (b) Hazardous Materials. Tenant shall not cause or permit (i) any Hazardous Materials to be brought into the Building, (ii) the storage or use of Hazardous Materials in any manner other than in full compliance with any Requirements, or (iii) the escape, disposal or release of any Hazardous Materials within or in the vicinity of the Building. Nothing herein shall be deemed to prevent Tenant’s use of any Hazardous Materials customarily used in the ordinary course of office work, provided such use is in accordance with all Requirements. Tenant shall not be liable or responsible for any investigation, clean-up or remediation or any other action with respect to any Hazardous Materials in, on or about the Building. Tenant shall only be responsible, at its expense, for all matters directly or indirectly based on, or arising or resulting from the presence of Hazardous Materials in the Building which is caused or permitted by a Tenant Party. Tenant shall provide to Landlord copies of all communications received by Tenant with respect to any Requirements relating to Hazardous Materials, and/or any claims made in connection therewith. Landlord or its agents may perform environmental inspections of the Premises at any time.

          (c) Landlord’s Compliance. Landlord shall comply with (or cause to be complied with) all Requirements applicable to the Building which are not the obligation of Tenant, to the extent that non-compliance would materially impair Tenant’s use and occupancy of the Premises for the Permitted Uses. Landlord hereby represents to Tenant that to Landlord’s current actual knowledge, without independent investigation or inquiry, the office premises located on floors 2 through 31 of the Building do not contain any asbestos or asbestos-containing building materials. Landlord shall be responsible for complying with all Requirements affecting office buildings generally and not imposed solely because of Tenant’s operations at the Premises or Tenant’s Alterations thereto.

          (d) Landlord’s Insurance. Tenant shall not cause or permit any action or condition, including, without limitation, with respect to the presence of the Security Guards in the Building and the use of and operations in the Manufacture Rooms, that would (i) invalidate or conflict with Landlord’s insurance policies, (ii) violate applicable rules, regulations and guidelines of the Fire Department, Fire Insurance Rating Organization or any other authority having jurisdiction over the Building, (iii) cause an increase in the premiums of fire insurance for the Building over that payable with respect to Comparable Buildings, or (iv) result in Landlord’s insurance companies’ refusing to insure the Building or any property therein in amounts and against risks as reasonably determined by Landlord. If fire insurance premiums increase as a result of Tenant’s

failure to comply with the provisions of this Section 8.1. Tenant shall promptly cure such failure and shall reimburse Landlord for the increased fire insurance premiums paid by Landlord as a result of such failure by Tenant.

           (a) This Lease is subject and subordinate to all Mortgages and Superior Leases, and, at the request of any Mortgagee or Lessor. Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale.

           (b) If a Lessor or Mortgagee or any other person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that

such successor landlord may reasonably request (x) evidencing such attornment, (y) setting forth the terms and conditions of Tenant’s tenancy, and (z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase Tenant’s obligations or materially and adversely affect Tenant’s rights under this Lease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord (other than Goldman Sachs Mortgage Company, the existing Mortgagee as of the Effective Date, whose liability to Tenant as successor landlord hereunder shall be as set forth in the form attached hereto as Exhibit 1 ) shall not be:

                     (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant had given prompt notice of such act or omission to the Lessor or Mortgagee):

                     (ii) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord;

                     (iii) bound by any prepayment of more than one month’s Rent to any prior landlord;

                     (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest;

                     (v) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such successor landlord;

                     (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent;

                     (vii) liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or

                     (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation; or

                     (ix) personally liable under the Lease, Mortgagee’s liability thereunder being limited to its interest in the Real Property.

           (c) Tenant shall from time to time within 10 days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee or Lessor to confirm any subordination.

10.1 Electricity.

           (a) Incidental Outlets. Electricity shall be distributed to the Premises either by the electric utility company serving the Building or, at Landlord’s option, by Landlord; and Landlord shall permit Landlord’s wire and conduits, to the extent available, suitable and safely capable, to be used for such distribution. If and so long as Landlord is distributing electricity to the Premises, Tenant shall obtain all of its electricity from Landlord and shall pay all of Landlord’s charges for the electricity used in the Premises. The electricity (other than for Tenant’s Standard Electrical Requirements) used in the Premises shall be determined based on meter readings. If the electric utility company is distributing electricity to the Premises, Tenant at its cost shall make all necessary arrangements with the electric utility company for metering and paying for electric current furnished to the Premises for all uses other than Tenant’s Standard Electrical Requirements. A separate electric meter for the Premises has been installed at Landlord’s expense. All electricity used during the performance of janitor service, or the making of any Alterations or repairs in the Premises, or the operation of any special air conditioning systems serving the Premises shall be paid for by Tenant.

          (b) Overhead Lighting.

                     (i) Until Landlord notifies Tenant to the contrary, Tenant shall pay to Landlord an annual amount (“ Electrical Payment ”) equal to the product of (A) $0.37 (the “ Electrical Allocation ”) and (B) the Agreed Area of the Premises. The Electrical Payment shall be paid in equal monthly installments, in advance, on the 1st day of each month commencing on the Commencement Date. If the Commencement Date is not the 1st day of a month, the Electrical Payment for such month shall be apportioned based on the number of days in such month from and after the Commencement Date.

                     (ii) The Electrical Allocation represents the amount per rentable square foot Landlord estimates Tenant would pay to Commonwealth Edison Company for Tenant’s Standard Electrical Requirements during Ordinary Business Hours. As used herein, “ Standard Electrical Requirements ” means the electricity required for the Building standard lighting fixtures in the Premises. Notwithstanding anything to the contrary herein, (A) Tenant shall pay the Electrical Payment in addition to Tenant’s Operating Payment and (B) Tenant shall bear the cost of providing all light fixtures and replacement of all lamps, tubes, ballasts and starters for lighting fixtures in the Premises.

                     (iii) If at any time during the Term (A) Landlord reasonably determines that it has underestimated Tenant’s Standard Electrical Requirements during Ordinary Business Hours, or that Tenant is using the Standard Electrical Requirements after Ordinary Business Hours; or (B) the rate classification pursuant to which Tenant would pay directly to the electric utility provider is increased; or (C) the rate classification pursuant to which Tenant would pay directly to the electric utility provider is changed to

another classification and such change results in an increase; then, in any of such events, Landlord may, upon written notice to Tenant, increase the Electrical Allocation to reflect the amount Tenant would pay directly to the electric utility provider upon the occurrence of any such events.

                     (iv) If, at any time during the Term, (A) Tenant determines that Landlord has overestimated Tenant’s Standard Electrical Requirements during Ordinary Business Hours and Landlord agrees with such determination; (B) the rate classification pursuant to which Tenant would pay directly to the electric utility provider is decreased; or (C) the rate classification pursuant to which Tenant would pay directly to the electric utility provider is changed to another classification and such change results in a decrease; then, to the extent required by law, Landlord shall, upon written notice from Tenant, decrease the Electrical Allocation to reflect the lesser amount Tenant would pay directly to the electric utility provider upon the occurrence of any such events.

                     (v) If, at any time during the Term, the Lower Level Premises is separately metered for overhead lighting, then Landlord shall equitably decrease the Electrical Allocation to reflect the amount of Tenant’s Standard Electrical Requirements for the Office Premises only.

                     (vi) All increases or decreases in the Electrical Allocation shall result in a corresponding increase or decrease, as the case may be, in the Electrical Payment effective on the 1st day of the month following the month in which the notice of increase or decrease is received by Tenant or Landlord, as the case may be.

                     (vii) If a dispute or disagreement shall arise between Tenant and Landlord with respect to the propriety of an increase or decrease of Electrical Payment under Section 10.1(b)(iii) or Section 10.1(b)(iv), the dispute or disagreement shall be promptly referred to a mutually acceptable independent electrical engineer whose decision, including any modification of an increase or decrease, will be binding upon Tenant and Landlord, effective as provided above, and whose fee shall be borne equally by Tenant and Landlord.