LEASE

Exhibit 10.7

LEASE

CHICAGO, ILLINOIS

TENANT: HEALTHCARE SERVICES, INC.,
D/B/A ACCRETIVE HEALTH

DATE: MAY 4, 2005

LEASE

CHICAGO, ILLINOIS

TENANT: HEALTHCARE SERVICES, INC.,
D/B/A ACCRETIVE HEALTH

TABLE OF CONTENTS

				Page
Article 1		Demised Premises; Term			3
Article 2		Net Rent			3
Article 3		Rent Adjustments			4
Article 4		Use			9
Article 5		Services			12
Article 6		Possession			13
Article 7		Condition of Premises			14
Article 8		Repairs			14
Article 9		Alterations			15
Article 10		Covenant Against Liens			17
Article 11		Damage or Destruction by Fire or Casualty			18
Article 12		Insurance			19
Article 13		Liability Insurance			20
Article 14		Condemnation			21
Article 15		Waiver of Claims and Indemnity			21
Article 16		Nonwaiver			22
Article 17		Landlord’s Remedies			22
Article 18		Surrender of Possession			24

				Page
Article 19		Holding Over			25
Article 20		Costs, Expenses and Attorneys’ Fees			25
Article 21		Compliance with Laws			26
Article 22		Certain Rights Reserved By Landlord			26
Article 23		Estoppel			28
Article 24		Rules and Regulations			28
Article 25		Right to Shift Location of Premises			29
Article 26		Assignment and Subletting			29
Article 27		Notice			33
Article 28		Intentionally Omitted			34
Article 29		Conveyance by Landlord			35
Article 30		Subordination and Attornment			35
Article 31		Brokers			36
Article 32		Security Deposit			36
Article 33		Miscellaneous			38
Article 34		Exculpation			40
Article 35		Convenant of Quiet Enjoyment			41
Article 36		Tenant’s Option to Terminate			41
Article 37		Tenant’s Option to Extend the Term			41
Article 38		Tenant’s Right of First Offer			43
Article 39		Expansion Option			43

EXHIBITS

EXHIBIT A		PLAN OF PREMISES
EXHIBIT B		HVAC SPECIFICATIONS
EXHIBIT C		WORK LETTER
EXHIBIT D		BUILDING RULES AND REGULATIONS
EXHIBIT E		SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT F		FORM OF LETTER OF CREDIT

LEASE

CHICAGO, ILLINOIS

     THIS LEASE is made as of May 4, 2005, between ZELLER MANAGEMENT CORPORATION, an Illinois corporation, not personally, but solely in its capacity as agent for owner (“ Landlord ”), and HEALTHCARE SERVICES, INC. a Delaware corporation, d/b/a Accretive Health (“ Tenant ”).

Article 1

Demised Premises; Term

     Landlord does hereby demise and lease to Tenant, and Tenant hereby accepts, that certain space as shown hatched on the plan attached hereto and made a part hereof as Exhibit A, commonly described as Suite No. 2700 and containing approximately 10,561 rentable square feet, located on a portion of the twenty-seventh (27 ^th ) floor (the “ Premises ”) in the building known as 401 North Michigan Avenue (the “ Building ”), situated on certain property (including all easements appurtenant thereto) lying north of the Chicago River in Chicago, Illinois (the “ Property ”) for a “ Term ”), unless sooner terminated as provided herein, subject to the terms, covenants, and agreements herein contained.

Article 2

     Tenant shall pay to Landlord or Landlord’s agent at the office of Landlord or at such other place as Landlord may from time to time designate, annual Net Rent, in equal monthly installments, each in advance on the first day of each and every calendar month during the Term, except for the first month’s rent which is due and payable on execution, as follows:

						Net Rent Per
						Rentable Square
Period		Annual Net Rent				Foot				Monthly Installment
July 1, 2005 — October 31, 2006		$	137,293.00			$	13.00			$	11,441.08
November 1, 2006 — October 31, 2007		$	142,213.75			$	13.75			$	12,101.15

						Net Rent Per
						Rentable Square
Period		Annual Net Rent				Foot				Monthly Installment
November 1, 2007 — October 31, 2008		$	150,494.25			$	14.25			$	12,541.19
November 1, 2008 — October 31, 2009		$	155,774.75			$	14.75			$	12,981.23
November 1, 2009 — October 31, 2010		$	161,055.25			$	15.25			$	13,421.27
November 1, 2010 — October 31, 2011		$	166,335.75			$	15.75			$	13,861.31
November 1, 2011 — October 31, 2012		$	171,616.25			$	16.25			$	14,301.35

If the Term commences on a day other than the first day of a calendar month, or ends on a day other than the last day of a calendar month, then the Net Rent for such fractional month shall be prorated on the basis of 1/360th of the annual Net Rent for each day of such fractional month. Net Rent shall be payable without any prior demand therefor and without any deductions or set-offs whatsoever, except as otherwise expressly provided in this Lease.

     Notwithstanding anything to the contrary contained herein, and provided Tenant is not then in default beyond the expiration of notice and applicable cure periods hereunder, Tenant’s obligation to pay Net Rent and Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses accruing during July through December of 2005 and January through February of 2006 (each a “ Gross Abatement Month ”) shall be abated. Such abatement shall apply solely to payment of the monthly installments of Net Rent and Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses and shall not be applicable to any other charges, expenses or costs payable by Tenant under this Lease. In the event of Tenant’s default under this Lease beyond any applicable notice and cure periods during any Gross Abatement Month, Tenant shall pay to Landlord without any prior demand therefor the Net Rent and Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses for such Gross Abatement Month adjusted on a per diem basis from the date Tenant is in default beyond the expiration of applicable notice and cure periods hereunder until such default is cured.

Article 3

Rent Adjustments

     Landlord and Tenant agree that the following rent adjustments shall be made with respect to each calendar year of the Term, or portion thereof, including the calendar year in which the Lease terminates:

     (A) Tenant shall pay to Landlord as additional rent an amount equal to Tenant’s Proportionate Share of the amount of the Ownership Taxes payable by Landlord for each calendar year of the Term. Tenant’s Proportionate Share of such

Ownership Taxes is agreed to be 1.4324% (calculated by dividing the rentable area of the Premises by 737,308, which is the number of rentable square feet in the Building). Tenant and Landlord acknowledge and agree that the rentable area of the Premises and Tenant’s Proportionate Share have been accepted by Landlord and Tenant and shall not be subject to challenge or re-calculation. “Ownership Taxes” shall mean all taxes and assessments of every kind and nature which Landlord shall become obligated to pay with respect to each calendar year of the Term or portion thereof because of or in any way connected with the ownership, leasing, and operation of the Building and the Property subject to the following:

     (i) the amount of ad valorem real and personal property taxes against Landlord’s real and personal property to be included in Ownership Taxes and payable in a calendar year shall be the amount assessed for that calendar year, notwithstanding that such taxes are billed and payable to a taxing authority in a subsequent calendar year. The amount of any tax refunds received by Landlord during the Term of this Lease shall be deducted from Ownership Taxes for the calendar year to which such refunds are attributable;

     (ii) the amount of special taxes and special assessments to be included shall be limited to the amount of the installments (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment payable for the calendar year in respect of which Ownership Taxes are being determined;

     (iii) the amount of any tax or excise levied by the State of Illinois, the County of Cook or the City of Chicago, any political subdivision of either, or any other taxing body, on rents or other income from the Property (or the value of the leases thereon) to be included shall not be greater than the amount which would have been payable on account of such tax or excise by Landlord during the calendar year in respect of which Ownership Taxes are being determined had the income received by Landlord from the Building [excluding amounts payable under this subparagraph (iii)] been the sole taxable income of Landlord for such calendar year;

     (iv) there shall be excluded from Ownership Taxes all income taxes [except those which may be included pursuant to subparagraph (iii) above], excess profits taxes, franchise, capital stock, and inheritance or estate taxes;

     (v) Ownership Taxes shall also include Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees) in contesting or attempting to reduce any Ownership Taxes for any calendar year.

     (B) Tenant shall pay to Landlord as additional rent an amount equal to Tenant’s Proportionate Share of the amount of the Operating Expenses for each calendar year of the Term. Tenant’s Proportionate Share of such Operating Expenses is agreed to be 1.4324% (calculated by dividing the rentable area of the Premises by 737,308, which is the number of rentable square feet in the Building). Tenant and

Landlord acknowledge and agree that the rentable area of the Premises and Tenant’s Proportionate Share have been accepted by Landlord and Tenant and shall not be subject to challenge or re-calculation. “Operating Expenses” shall mean all expenses, costs and disbursements (other than Ownership Taxes) of every kind and nature which Landlord shall pay, incur or become obligated to pay with respect to a calendar year because of or in any way connected with the leasing, management, maintenance, repair and operation of the Building and the Property except the following:

     (i) costs of alterations of tenant spaces or the cost of tenant installations and decorations incurred in connection with preparing, altering or improving space for any tenancy or tenant;

     (ii) costs of capital improvements, except for such costs including interest thereon, as reasonably amortized and determined by Landlord, to the extent such capital improvements reduce Operating Expenses or where such capital improvements are made in compliance with the requirements of any federal, state or local law or regulation promulgated after the date of this Lease;

     (iii) depreciation, interest and principal payments on mortgages, ground lease rent, and other debt costs, if any;

     (iv) the cost of electrical energy furnished directly to tenants of the Property, the cost of which is paid by such tenants directly to the provider of such electrical service or other utility services sold separately to any other tenant for which Landlord is entitled to be reimbursed by such other tenant;

     (v) compensation paid to clerks, attendants and other persons in commercial concessions operated by Landlord, except to the extent receipts from such concessions are credited against Operating Expenses;

     (vi) salaries or fringe benefits of personnel above the grade of Building Manager;

     (vii) the cost of any items to the extent that such cost is reimbursed by insurance proceeds, condemnation awards, warranty claims or tenant payments;

     (viii) brokerage commissions and brokerage expenses, advertising costs and other promotional expenses incurred in connection with selling or leasing the Building or space therein;

     (ix) costs incurred in connection with the making of repairs which are paid by another tenant of the Building;

     (x) the costs of removing, containing or managing Hazardous Materials (as defined in Article 4) at the Building in order to comply with the requirements of any federal, state or local law or regulation promulgated prior to the date of this Lease;

     (xi) costs incurred by Landlord as a result of Landlord’s breach of this Lease;

     (xii) costs attributable to enforcing leases against specific tenants in the Building;

     (xiii) overhead and profit paid to subsidiaries or affiliates of Landlord for services and materials to the extent that the costs of these items are in excess of those that would be charged by unaffiliated parties on a competitive basis;

     (xiv) acquisition costs of land or buildings comprising the Property, and any costs incurred in connection with the expansion of the Property;

     (xv) any income, excise or franchise taxes of Landlord; and

     (xvi) any fines, penalties or similar costs imposed upon Landlord on account of Landlord’s violations of law.

If less than 95% of the Building’s rentable area shall have been occupied by tenants at any time during any calendar year of the Term, the variable Operating Expenses for such year shall be equitably adjusted to reflect the Operating Expenses as though the Building had been fully occupied throughout such year.

     (C) Intentionally omitted.

     (D) In order to provide for current payments on account of Ownership Taxes and Operating Expenses payable for each calendar year during the Term of this Lease, Tenant shall, at Landlord’s request, pay as additional rent Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses for any calendar year, as estimated by Landlord from time to time, in twelve (12) monthly installments, each in an amount equal to 1/12th of Tenant’s Proportionate Share so estimated by Landlord commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such estimated Tenant’s Proportionate Share. The installment of estimated rent adjustment payable for each month of the current calendar year prior to the date of the receipt of Landlord’s estimate shall be due and payable within thirty (30) days after receipt of such estimate. If, as finally determined (whether in the succeeding calendar year at the time of delivery of the annual report provided for in subparagraph (E) hereof, or in the current calendar year when the final amount of any portion of Ownership Taxes for the prior calendar year becomes known to Landlord), Tenant’s Proportionate Share of Operating Expenses or Ownership Taxes shall be greater than or be less than the aggregate of all installments so paid on account to Landlord (and which are applicable to such calendar year) prior to receipt of an invoice from Landlord, then Tenant upon receipt of such invoice shall pay to Landlord the amount of such underpayment, or Landlord shall credit Tenant for or pay to Tenant the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Ownership Taxes and Operating Expenses from time to time for each year and then to adjust such estimate from time to time based on actual Ownership Taxes and Operating Expenses for such calendar year but not more frequently than once per year.

     (E) Landlord shall keep books and records showing the Operating Expenses in accordance with an appropriate system of accounts and accounting practices in compliance with such provisions of this Lease as may affect such accounts. Landlord shall deliver to Tenant after the close of each calendar year (including the calendar year in which this Lease terminates), one or more statements (each, a “ Tax and Expense Statement ”) containing the following:

     (i) the amount of the Operating Expenses for such calendar year and a statement containing the calculation of same; and

     (ii) the amount of the Ownership Taxes for such calendar year.

In the event that any rent adjustment results in a net increase in the rent due Landlord, Tenant shall and hereby agrees to pay to Landlord within twenty (20) days following Tenant’s receipt of an invoice from time to time from Landlord an amount equal to such rent adjustment for such prior calendar year, or portion thereof. Failure or delay in delivering any such statement or invoice, or failure or delay in computing the rent adjustments pursuant to this Article 3, shall not be deemed a waiver by Landlord of its right to deliver such items nor shall any such failure or delay be deemed a release of Tenant’s obligations with respect to any such statement or Invoice, or constitute a default hereunder. All rent adjustments payable hereunder shall be made without any deductions or set-offs whatsoever, except as otherwise expressly provided in this Lease.

Tenant may take exception to matters included in Tenant’s Proportionate Share of Taxes or Operating Expenses, or Landlord’s computation of either, by sending notice specifying such exception and the reasons for Tenant’s objections to Landlord no later than that date (the “ Outside Objection Date ”) which is sixty (60) days after Landlord’s delivery to Tenant of any Tax and Expense Statement. Any Tax and Expense Statement shall be considered final for Landlord and Tenant, except as to matters to which exception is taken prior to the Outside Objection Date. Tenant acknowledges that Landlord’s ability to budget and incur expenses depends on the finality of Landlord’s statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in any Tax and Expense Statement as provided herein, Landlord and Tenant shall endeavor to resolve same within thirty (30) days of the Outside Objection Date. If Tenant and Landlord are unable to resolve same within such thirty (30) day period, Landlord and Tenant shall refer the matter to an independent certified public accounting firm designated by Landlord and Tenant (who shall not be Landlord’s or Tenant’s accountant), whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was over-billed by more than three percent (3%), in which event Landlord shall pay the cost of such certification. If such certification indicates that the amount actually paid by Tenant, in relation to a matter for which Tenant has taken exception pursuant to this Paragraph, exceeds the amount Tenant should have paid, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 3, or if the Lease has expired, such amount shall be

refunded to Tenant within thirty (30) days of such certification. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Proportionate Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved.

     (F) The obligation of Tenant with respect to the payment of Net Rent and rent adjustments due hereunder shall survive the expiration or termination of this Lease. Any payment, refund, or credit made pursuant to this Article shall be made without prejudice to any right of Landlord, prior to the Outside Objection Date, to correct any items as billed pursuant to the provisions hereof. In the event that this Lease shall have been in effect for less than the full calendar year immediately preceding Tenant’s receipt of the invoices provided for in subparagraphs (D) and (E) hereof, the rent adjustment shall be pro rata. In no event shall any rent adjustment result in a decrease in the Net Rent payable hereunder.

     (G) Tenant shall keep confidential the terms of any Tax and Expense Statement and any information furnished by Landlord with respect thereto, including, without limitation, the computation of Tenant’s Proportionate Share of Taxes and Operating Expenses; provided, however, that Tenant may disclose the terms of any Tax and Expense Statement to its accountants and attorneys who may be working with Tenant with respect to same, and provided, further, Tenant may make such disclosures as are required by law, including, without limitation, such disclosures as may be required by any regulatory authority having jurisdiction over Tenant. Without limitation on the foregoing, in no event shall Tenant disclose the terms of any Tax and Expense Statement, or any information furnished by Landlord with respect thereto, to another tenant of the Building or to such tenant’s agents, contractors, consultants, advisors, attorneys or accountants.

     (H) Net Rent and Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses are from time to time described collectively in this Lease as “ Rent .”

Article 4

Use

     (A) Tenant shall use and occupy the Premises for general office purposes and for no other purpose whatsoever. Tenant shall not use or permit upon the Premises anything that will invalidate any policies of insurance now or hereafter carried on the Building or that will increase the rate of insurance on the Premises or on the Building. Notwithstanding the foregoing, Landlord hereby represents that, to Landlord’s knowledge, Tenant’s intended use of the Premises in accordance with the terms of this Lease shall not be deemed to increase Landlord’s rate of insurance for the Premises or the Building. Tenant will pay all extra insurance premiums which may be caused by the use which Tenant shall make of the Premises. Tenant will not use or permit upon the Premises anything that may be dangerous to life or limb. Tenant will not in any manner deface or injure the Building or any part thereof or overload the floors of the Premises. Tenant will not do anything or permit anything to be done upon the Premises in any way

tending to create a nuisance, or tending to disturb any other tenant in the Building or the occupants of neighboring property or tending to injure the reputation of the Building. Tenant will promptly and fully comply with all governmental, health and police requirements and regulations respecting the Premises. Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal purposes. Tenant shall not conduct nor permit to be conducted on the Premises any business which is contrary to any of the laws of the United States of America or of the State of Illinois or which is contrary to the ordinances of the City of Chicago. Tenant shall not at any time manufacture, sell, or give away, and shall not at any time permit the manufacture, sale, or gift of any spirituous, fermented, intoxicating or alcoholic liquors or controlled substances on the Premises, except that the foregoing shall not be deemed to prohibit the occasional use of alcoholic beverages for entertainment purposes, so long as Tenant has in full force and effect (and delivered to Landlord a certificate of insurance therefor) a policy of host liquor liability or dram-shop insurance in form and amounts at all times satisfactory to Landlord. Tenant shall not install a cafeteria or soft drink dispensers without Landlord’s prior consent, which consent will not be unreasonably withheld or delayed. Tenant shall have the right to install coffee machines, microwave ovens and vending machines. In addition, Tenant, its employees and invitees may bring or arrange for delivery of prepared food to the Premises, including, without limitation, boxed lunches, customary holiday baskets and treats, cookie and candy sales for children’s clubs and school fundraisers, and catered meals. Tenant will give Landlord advance notice of any receptions and similar functions in accordance with the Building’s rules.

     Notwithstanding anything herein to the contrary, Tenant expressly covenants and agrees that it shall not use the Premises or any part thereof or permit the Premises or any part thereof to be used at any time or in any manner whatsoever as a principal part of its business for a shared office and business service facility similar to or in competition with that operated by Alliance North Michigan Avenue, Inc., d/b/a Alliance Business Centers, in the Building during the Term of this Lease.

     (B) Tenant agrees that it will not use, handle, generate, treat, store or dispose of, or permit the handling, generation, treatment, storage or disposal of any Hazardous Materials in, on, under, around or above the Premises now or at any future time and will indemnify, defend and save Landlord harmless from any and all actions, proceedings, claims, costs, expenses and losses of any kind, including, but not limited to, those arising from injury to any person, including death, damage to or loss of use or value of real or personal property, and costs of investigation and cleanup with the existence of Hazardous Materials on the Premises during the Term hereof. The term “ Hazardous Materials ”, when used herein, shall include, but shall not be limited to, any substances, materials or wastes to the extent quantities thereof are regulated by the City of Chicago or any other local governmental authority, the State of Illinois, or the United States of America because of toxic, flammable, explosive, corrosive, reactive, radioactive or other properties that may be hazardous to human health or the environment, including asbestos and including any materials or substances that are listed in the United States Department of Transportation Hazardous Materials Table, as amended, 49 C.F.R. 172.101, or in the Comprehensive Environmental Response, Compensation and

Liability Act, as amended, 42 U.S.C. subsections 9601 et seq., or the Resource Conservation and Recovery Act, as amended, 42 U.S.C. subsections 6901 et seq., or any other applicable governmental regulation imposing liability or standards of conduct concerning any hazardous, toxic or dangerous substances, waste or material, now or hereafter in effect. Tenant does hereby indemnify, defend and hold harmless Landlord and its agents and their respective officers, directors, beneficiaries, shareholders, partners, agents and employees from all fines, suits, procedures, claims and actions of every kind, and all costs associated therewith (including attorneys’ and consultants’ fees) arising by Tenant, its agents, employees, and contractors, out of any deposit, spill discharge or other release of Hazardous Materials that occurs by Tenant, its agents, employees and contractors during the Term of this Lease, at the Premises, or which arises at any time from Tenant’s use or occupancy of the Premises, or from Tenant’s failure to provide all information, make all submissions, and take all steps required by all applicable governmental authorities. Tenant’s obligations and liabilities under this paragraph shall survive the expiration of the Term of this Lease.

     (C) To the best of Landlord’s knowledge, based solely upon certifications and statements made to Landlord by its contractors, the Premises have been abated by Landlord’s contractors in accordance with the O & M Program (as defined in paragraph 13 below). If, subsequent to the date Tenant accepts possession of the Premises, it is determined that there are any Hazardous Materials in the Premises which were present in the Premises prior to Landlord’s delivery of the Premises to Tenant, and such Hazardous Materials were not installed by Tenant or any affiliate of Tenant (or any party acting under Tenant or its affiliates) or Tenant’s contractors prior to such occupancy, and such Hazardous Materials are required by applicable law to be removed, encapsulated or otherwise treated (a “ Remediation ”), Landlord, at Landlord’s expense, shall as soon as practicable after notice thereof from Tenant, Remediate such Hazardous Materials as Landlord deems appropriate so that such Remediation complies with applicable law. Such Remediation shall be Tenant’s sole remedy on account of such Hazardous Materials. If, on account of any Remediation that Landlord performs at the Premises, which work is at Landlord’s expense pursuant to the above, Tenant cannot reasonably operate in the entire Premises, then Rent shall abate until the earlier of the date on which Tenant can reasonably operate in the Premises or the date on which Tenant does begin operating in the Premises.

     Notwithstanding anything contained herein to the contrary, if any Remediation of Hazardous Materials was necessitated by the negligence or intentional act of Tenant or Tenant’s agents, employees or contractors, the Remediation shall be at Tenant’s expense. Tenant shall cooperate with Landlord in connection with any Remediation that Landlord performs at the Premises.

Article 5

Services

     Landlord shall provide, at Landlord’s expense, except as otherwise provided and subject to applicable government codes, rules, regulations, and guidelines applicable thereto, whether mandatory or voluntary, the following services:

     (A) Air-cooling and heat to provide a temperature condition as required by the HVAC specifications set forth on Exhibit B attached hereto and made a part hereof, daily from 8:00 A.M. to 6:00 P.M. (Saturdays to 1:00 P.M.), Sundays and holidays excepted. Whenever heat-generating machines or equipment installed by Tenant affect the temperature otherwise maintained by Landlord in the Premises, or whenever the occupancy or electrical load exceeds the standards set forth on Exhibit B attached hereto Landlord shall be relieved of responsibility for maintaining the air conditioning standards applicable to the Building, and in such event Landlord reserves the right at its option to (1) require Tenant to discontinue use of such heat-generating machines or equipment, or (2) install supplementary air conditioning units in the Premises, the cost, Installation, operation and maintenance of which shall be paid by Tenant to Landlord at such rates as Landlord charges from time to time in the Building. Tenant agrees that at all times it will cooperate with Landlord and abide by all regulations and requirements which Landlord may prescribe for the proper functioning of the ventilating and air conditioning systems.

     (B) Water from City of Chicago mains for drinking, lavatory and toilet purposes drawn through fixtures installed by Landlord, or by Tenant with Landlord’s written consent, from regular Building supply at the prevailing temperature. Tenant shall pay Landlord at rates fixed by Landlord for water furnished for any other purpose. Tenant shall not waste or permit the waste of water.

     (C) Janitor service in and about the Premises, Saturdays, Sundays and holidays excepted. Tenant shall not provide any janitor services without Landlord’s written consent and then only subject to supervision of Landlord and at Tenant’s sole responsibility and by a janitor, contractor or employees at all times satisfactory to Landlord, but not as agent or servant of Landlord.

     (D) Adequate operator less passenger elevator service at all times and freight elevator service subject to scheduling by Landlord.

     (E) Commencing on the later of July 1, 2005 or the date Tenant commences business in the Premises, electricity for the Premises shall not be furnished by Landlord but shall be furnished by the electric utility company serving the Building. Tenant shall make all necessary arrangements with the utility company for metering and paying for electric current furnished by it to Tenant and Tenant shall pay for all charges for electric current consumed on the Premises during the Term of this Lease. Tenant agrees to purchase from Landlord, or its agent, all lamps, bulbs, ballasts and starters used in the

Premises (provided that Tenant may at its sole cost and expense engage directly a licensed union electrician to change lamps and bulbs used in the Premises):

     (F) Such additional services on such terms and conditions as may be mutually agreed upon by Landlord and Tenant.

     All charges for any services shall be deemed rent reserved under this Lease and shall be due and payable at the same time as the installment of rent with which they are billed, or, if billed separately, shall be due and payable within fifteen (15) business days after such billing. In the event Tenant shall fail to make payment for such additional services Landlord may, in addition to all other remedies which Landlord may have for the non-payment of rent and without notice to Tenant, discontinue any or all such services, and such discontinuance shall not be held or pleaded as an eviction or as a disturbance in any manner whatsoever of Tenant’s possession, or relieve Tenant from the payment of rent when due, or vary or change any other provision of this Lease or render Landlord liable for damages of any kind whatsoever.

     Tenant agrees that neither Landlord nor any company, firm, or individual operating, maintaining, repairing, managing or supervising the plant or facilities furnishing any of the above services, nor any of their respective 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 of the above services; nor shall any such interruption, diminution, delay or discontinuance be deemed an eviction or disturbance of Tenant’s use or possession of the Premises or any part thereof; nor shall any such interruption, diminution, delay or discontinuance relieve Tenant from full performance of Tenant’s obligations under this Lease. Notwithstanding the foregoing, in the event any interruption or discontinuance in the furnishing of any of the above services results from a negligent act or omission of Landlord and such interruption or discontinuance continues for a period of seven (7) days, then, from and after the expiration of such seven-day period, Rent shall abate until such time as such service is restored, as Tenant’s sole and exclusive remedy on account of such interruption or discontinuance.

Article 6

Possession

     Landlord anticipates that it will be able to deliver the Premises ready for occupancy on July 1, 2005 (the “Anticipated Occupancy Date”) in accordance with the terms and provisions of the work letter agreement signed by Landlord and Tenant (the “Work Letter”) , the form of which is attached hereto as Exhibit C. In the event the Premises shall not be completed and ready for occupancy on the Anticipated Occupancy Date, (i) this Lease shall nevertheless continue in full force and effect, and (ii) no liability shall arise against Landlord out of any such delay beyond the abatement of rent until the Premises are ready for occupancy; provided, however, there shall be no

abatement of rent if the space is not ready for occupancy because of failure to complete the installation of special equipment, fixtures or materials ordered by Tenant, or due to Tenant’s failure or inability to fully comply with the Work Letter or due to any act, failure to act, or fault of Tenant, its servants, employees, or agents. The Premises shall not be deemed incomplete or not ready for occupancy if only insubstantial details of construction, decoration or mechanical adjustments remain to be done. The determination of Landlord’s architect or interior space planner for the Building shall be final or conclusive on Tenant as to whether the Premises are complete and ready for occupancy; Tenant agrees upon request of Landlord to promptly acknowledge in writing the date of such substantial completion of the Premises. If Tenant shall enter possession of all or any part of the Premises prior to the date fixed above for the first day of the Term, all of the covenants and conditions of this Lease shall be binding upon the parties hereto in respect of such possession the same as if the first day of the Term had been fixed as of the date when Tenant entered such possession; provided, however, that Tenant shall not be required to pay Rent for any period prior to the first day of the Term.

Article 7

Condition of Premises

     Tenant’s taking possession of any portion of the Premises shall be conclusive evidence as against Tenant that such portion of the Premises were in good order and satisfactory condition when Tenant took possession, except as to latent defects in work performed by Landlord (which exception shall be effective for a one (1) year period following the date the Premises are ready for occupancy, excluding items of damage caused by Tenant, its agents, contractors and suppliers) and punch list or other warranty work. No promise of Landlord to alter, remodel, repair or improve the Premises or the Building and no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant, other than as may be contained herein or in the Work Letter.

Article 8

Repairs

     Except as otherwise provided in Article 11 of this Lease, and subject to the provisions of Article 9 of this Lease, Tenant shall, at its sole cost and expense, keep the Premises in good order, repair and tenantable condition at all times during the Term, and Tenant shall promptly arrange with Landlord at Tenant’s sole cost and expense for the repair of all damages to the Premises and for the replacement or repair of all damaged or broken glass, fixtures and appurtenances within any reasonable period of time specified by Landlord, provided, however, that Tenant shall not be required to repair or replace broken or damaged exterior window glass unless such replacement or repair is necessitated by the act, failure to act, or neglect of Tenant, its servants, employees, agents, invitees or guests, and Landlord shall be required to repair or replace broken or damaged exterior window glass necessitated by the act, failure to act,

or neglect of Landlord, its servants, employees, agents, invitees or guests. If Tenant does not promptly make such arrangements, Landlord may, but need not, on thirty (30) days’ prior written notice to Tenant, make such repairs and replacements and the costs paid or incurred by Landlord for such repairs and replacements (including Landlord’s overhead and profit, and the cost of general conditions) shall be deemed additional rent reserved under this Lease due and payable forthwith. Landlord may, but shall not be required so to do, enter the Premises at all reasonable times to make any repairs, alterations, improvements or additions, including, but not limited to, ducts and all other facilities for heating and air conditioning service, as Landlord shall desire or deem necessary for the safety, maintenance, repair, preservation or Improvement of the Building, or as Landlord may be required or requested to do by the City of Chicago or by the order or decree of any court or by any other proper authority, provided that Landlord shall not unreasonably interrupt or unreasonably interfere with the conduct of Tenant’s business during normal business hours.

     In the event Landlord or its agents or contractors shall elect or be required to make repairs, alterations, improvements or additions to the Premises or the Building, Landlord shall be allowed to take into and upon the Premises all material that may be required to make such repairs, alterations, improvements or additions and, during the continuance of any of said work, to temporarily close doors, entryways, public space and corridors in the Building and to interrupt or temporarily suspend any services and facilities without being deemed or held guilty of an eviction of Tenant or for damages to Tenant’s property, business or person, and the rent reserved herein shall in no way abate while said repairs, alterations, improvements or additions are being made, and Tenant shall not be entitled to maintain any set-off or counterclaim for damages of any kind against Landlord by reason thereof. Landlord may, at its option, make all such repairs, alterations, improvements or additions in and about the Building and the Premises during ordinary business hours, provided Landlord does not unreasonably interfere with the conduct of Tenant’s business in which event Landlord shall perform the same after normal business hours, but if Tenant desires to have the same done at any other time, Tenant shall pay for all overtime and additional expenses resulting therefrom.

Article 9

Alterations

     Except as set forth in the Work Letter, Tenant shall not, without the prior written consent of Landlord [and, in the case of any work affecting any structural components or members of the Building (including, without limiting the foregoing, any work involving floor loading and floor coring), without the prior written approval of the structural engineer designated by Landlord for the Building] in each instance obtained, make any repairs, replacements, alterations, improvements or additions to the Premises; provided, however, that Tenant shall have the right to make non-structural alterations to the Premises costing less than $25,000 without Landlord’s prior written consent and without complying with the following requirements). In the event Tenant desires to make any operations, improvements or additions pursuant to this Article 9, or any repairs or

replacements pursuant to Article 8 of this Lease, Tenant shall prior to commencing any such work:

     (i) Submit to Landlord for review by it and its engineers plans and specifications showing such work in reasonable detail and obtain Landlord’s prior written approval (Tenant shall pay to Landlord all costs incurred by Landlord in connection with such review of such plans and specifications). Upon completion of any such alteration work, Tenant agrees to provide Landlord with “as-built” drawings which shall reflect all such alterations, improvements, additions or replacements as prepared by the contractor;

     (ii) Furnish Landlord with the names and addresses of all contractors and copies of all contracts with such contractors and obtain Landlord’s prior written approval;

     (iii) Provide Landlord, at Tenant’s sole cost and expense, with such security as Landlord may require, as well as all necessary permits evidencing compliance with all ordinances and regulations of the City of Chicago or any department or agency thereof, and with the requirements of all statutes and regulations of the State of Illinois or any department or agency thereof;

     (iv) Provide Landlord with certificates of insurance in forms and amounts described in the Work Letter naming Landlord as an additional insured where required by Landlord; and

     (v) Comply, at Tenant’s sole cost and expense, with such other requests as Landlord may reasonably make in connection with such work.

     All such work shall, at Landlord’s election, be subject to the supervision by Landlord, and, if any such work is not the subject of the Work Letter, Tenant shall promptly pay to Landlord a supervision fee equal to five percent (5%) of the cost of such work. No supervision fee will be charged for work that is the subject of the Work Letter, provided, however, Tenant will pay or reimburse Landlord for the reasonable and actual out-of-pocket costs incurred by Landlord with respect to the work covered by the Work Letter.

     Tenant acknowledges that Landlord has heretofore adopted and put into operation throughout the Building an asbestos operations and maintenance program (“ O & M Program ”), a copy of which has been made available for review by Tenant, which sets forth certain procedures to be followed in connection with any repairs, alterations or improvements to be made in the Building, in order to prevent disturbance to the sprayed-on asbestos fireproofing located on certain structural beams and in the mechanical rooms of the Building and to better protect the health and safety of all occupants of the Building. Tenant hereby expressly agrees to cause its agents, employees and contractors to comply at all times with the O & M Program (as amended from time to time) in connection with any repairs, alterations or improvements to the Premises to which the O & M Program may apply.

     Tenant hereby agrees to protect, defend, indemnify and hold Landlord, the Building and the Property harmless from and against any and all liabilities of every kind and description which may arise out of or in connection with such repairs, replacements, alterations, improvements or additions.

     Upon completing any of such repairs, replacements, alterations, improvements or additions, Tenant shall furnish Landlord with contractors’ affidavits, sworn statements and full and final waivers of lien and receipted bills covering all labor and material expended and used. All repairs, replacements, alterations, improvements and additions shall comply with all insurance requirements and with all ordinances and regulations of the City of Chicago or any department or agency thereof and with the requirements of all statutes and regulations of the State of Illinois or of any department or agency thereof. All repairs, replacements, alterations, improvements and additions shall be constructed in a good and workmanlike manner and only good grades of material shall be used. At all times Tenant shall cause contractors and others performing any work for Tenant to work in harmony with the contractors, agents and employees performing work in the Building for Landlord or others.

     All alterations, improvements, additions, repairs, or replacements, whether temporary or permanent in character, including, without limitation, wall coverings, carpeting and other floor coverings, special lighting installations, built-in or attached shelving, cabinetry, and mirrors, made by Landlord or Tenant in or upon the Premises shall become Landlord’s property and shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise without compensation to Tenant (excepting only Tenant’s movable office furniture, trade fixtures, and office equipment); provided, however, that Landlord has designated removal at the time of installation or plan approval by written notice to Tenant, in which event Tenant shall remove such alterations, improvements, additions, repairs or replacements at Tenant’s sole cost and expense in accordance with the provisions of Article 18 of this Lease.

Article 10

Covenant Against Liens

     Nothing contained in this Lease shall authorize or empower Tenant to do any act which shall in any way encumber Landlord’s title to the Building, Property or Premises, nor in any way subject Landlord’s title to any claims by way of lien or encumbrance whether claimed by operation of law or by virtue of any expressed or implied contract of Tenant, and any claim to a lien upon the Building, Property or Premises arising from any act or omission of Tenant shall attach only against Tenant’s interest and shall in all respects be subordinate to Landlord’s title to the Building, Property and Premises. If Tenant has not removed any such lien or encumbrance or otherwise proceeded diligently to contest such lien or encumbrance as described below within fifteen (15) days after written notice to Tenant by Landlord, Landlord may, but shall not be obligated to, pay the amount necessary to remove such lien or encumbrance, without being responsible for making any investigation as to the validity or accuracy thereof, and the amount so paid, together with all costs and expenses (including reasonable attorneys’

fees) incurred by Landlord in connection therewith, shall be deemed additional rent reserved under this Lease due and payable forthwith. Tenant shall have the right to contest in good faith and with reasonable diligence the validity of any such lien or encumbrance if Tenant shall comply with the preceding provisions of this paragraph and promptly pay and discharge any final adverse judgment.

Article 11

Damage or Destruction by Fire or Casualty

     (A) If the Premises or any part of the Building shall be damaged by fire or other casualty and if such damage does not render all or a substantial portion of the Premises or the Building untenantable, then Landlord shall proceed to repair and restore the same to its prior existing condition with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s control. If any such damage 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 good faith, estimate the length of time that will be required to substantially complete the repair and restoration of such damage and shall by notice advise Tenant of such estimate. If it is so estimated that the amount of time required to substantially complete such repair and restoration will exceed two hundred forty (240) days from the date such damage occurred, then either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage upon giving notice to the other at any time within thirty (30) days after Landlord gives Tenant the notice containing said estimate (it being understood that Landlord may, if it elects to do so, also give such notice of termination together with the notice containing said estimate). Unless this Lease is terminated as provided in the preceding sentence, Landlord shall proceed with reasonable promptness and all due diligence to repair and restore the Premises, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s control, 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 (except as hereinafter provided) if such repairs and restoration are not in fact completed within the time period estimated by Landlord, as aforesaid, or within said two hundred forty (240) days, so long as Landlord shall proceed with reasonable promptness and due diligence. Notwithstanding anything to the contrary herein set forth: (i) If any such damage rendering all or a substantial portion of the Premises or Building untenantable shall occur during the last eighteen (18) months of the Term, then each of Landlord and Tenant shall have the option to terminate this Lease by written notice to the other given within thirty (30) days after the date such damage occurred, and if such option is so exercised, this Lease shall terminate as of the date of such damage; (ii) Landlord shall have no duty pursuant to this Article 11 to repair or restore any portion of alterations, additions or improvements made by or on behalf of Tenant in the Premises or improvements which are not then building standard improvements; (iii) Tenant shall have no duty pursuant to this Article 11 to repair or restore any portion of alterations, additions or improvements made by or on behalf of Tenant in the Premises, and Tenant shall deliver to Landlord, promptly upon receipt, the amount of any insurance proceeds that are attributable to the

alterations, additions or improvements constructed in the Premises with funds provided by Landlord; and (iv) Landlord shall not be obligated (but may, at its option, so elect) to repair or restore the Premises or Building if any mortgagee applies proceeds of insurance to reduce its loan balance, and the remaining proceeds, if any, available to Landlord are not sufficient to pay for such repair or restoration; and (iv) Tenant shall not have the right to terminate this Lease pursuant to this Article 11 if the damage or destruction was caused by the intentional act of Tenant, its agents or employees.

     (B) In the event any such fire or casualty damage not caused by the intentional or negligent act of Tenant, its agents or employees, renders the Premises substantially untenantable and Tenant is not occupying the Premises and if this Lease shall not be terminated pursuant to the foregoing provisions of this Article 11 by reason of such damage, then rent shall abate during the period beginning with the date of such damage and ending with the date when Landlord substantially completes its repair and restoration work. Such abatement shall be in an amount bearing the same ratio to the total amount of rent for such period as the portion of the Premises being repaired and restored by Landlord and not heretofore delivered to Tenant from time to time bears to the entire Premises. In the event of termination of this Lease pursuant to this Article 11, rent shall be apportioned on a per diem basis and be paid to the date of such fire or other casualty.

     (C) In the event of any such fire or other casualty, and if this Lease is not terminated pursuant to the foregoing provisions of this Lease, Tenant shall repair and restore any portion of alterations, additions or improvements made by or at the direction of Tenant in the Premises (excluding any base building improvements and additions made by Landlord pursuant to the Work Letter, which shall be repaired and restored by Landlord), and during any such period of Tenant’s repair and restoration following substantial completion of Landlord’s repair and restoration work, rent shall be payable as if said fire or other casualty had not occurred.

Article 12

Insurance

     In consideration of the leasing of the Premises at the rental stated in Article 2, Landlord and Tenant agree to provide Insurance and allocate the risk of loss as follows:

     Tenant, at its sole cost and expense but for the mutual benefit of Landlord and Tenant (when used in this Article the term “Landlord” shall include Landlord and its officers, agents, servants and employees and the term “Tenant” shall include Tenant’s agents, servants and employees), shall purchase and keep and maintain in force and effect during the Term hereof, insurance under policies issued by insurers of recognized responsibility on its fixtures and tenant improvements including, but not limited to, special wall and floor coverings, special lighting fixtures, built-in cabinets and bookshelves and on its merchandise, inventory, contents, furniture, equipment or other personal property located in the Premises protecting Landlord and Tenant from damage or other loss caused by fire or other casualty including, but not limited to, vandalism and

malicious mischief, perils covered by all risk and extended coverage, theft, sprinkler leakage, water damage (however caused), explosion, malfunction or failure of heating and cooling or other apparatus, and other similar risks in amounts not less than the full insurable replacement value of such property. Such insurance shall provide that it is specific and not contributory and shall name Landlord as an additional insured and shall contain a replacement cost endorsement and a clause pursuant to which the insurance carriers waive all rights of subrogation against Landlord with respect to losses payable under such policies, At Landlord’s request, Tenant shall deliver certificates of insurance evidencing such coverage upon execution hereof and thereafter not less than fifteen (15) days prior to the expiration date of any such policy.

     Landlord agrees to purchase and keep in force and effect insurance on the Building against fire and such other risks as may be included in extended coverage insurance from time-to-time available in an amount not less than the greater of 80% of the full insurable value of the Building or the amount sufficient to prevent Landlord from becoming a co-insurer under the terms of the applicable policies. Such policies shall contain a replacement cost endorsement and a clause pursuant to which the insurance carriers waive all rights of subrogation against Tenant with respect to losses payable under such policies.

     By this section, Landlord and Tenant intend that the risk of loss or damage as described above be borne by responsible insurance carriers to the extent above provided, and Landlord and Tenant hereby release each other and agree to look solely to, and to seek recovery only from, their respective insurance carriers in the event of a loss of a type described above to the extent that such coverage is agreed to be provided hereunder. For this purpose, any applicable deductible amount shall be treated as though it were recoverable under such policies. Landlord and Tenant agree that applicable portions of all monies collected from such insurance shall be used toward the full compliance of the obligations of Landlord and Tenant under this Lease in connection with damage resulting from fire or other casualty.

Article 13

Liability Insurance

     Tenant shall, at Tenant’s expense, maintain during the Term comprehensive public liability insurance, contractual liability insurance, property damage insurance, and — to the extent applicable — host liquor or dram-shop liability insurance, under policies issued by insurers of recognized responsibility, with limits of not less than $1,000,000 primary and $10,000,000 in umbrella coverage for personal injury, bodily injury, sickness, disease or death and $2,000,000 for damage or injury to or destruction of property (including the loss of use thereof) for any one occurrence. Tenant’s policies shall name Landlord, its respective officers, agents, servants and employees as additional insureds, At Landlord’s request, Tenant shall deliver certificates of insurance evidencing such coverage upon execution hereof and thereafter not less than fifteen (15) days prior to the expiration date of any such policy, Landlord shall maintain in full force and effect during the term of this Lease a policy of general liability insurance with

respect to the Building and the common areas of the Building, in which the combined limit is not to be less than $2,000,000 per occurrence for bodily injury and for property damage.

Article 14

Condemnation

     If the whole or any substantial portion of the Premises or Property shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as to require the use, reconstruction or remodeling of any part of the Premises or Property, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease upon ninety (90) days notice, provided such notice is given no later than one hundred eighty (180) days after the date of such taking, condemnation, reconfiguration, vacation, deed or other instrument. Tenant shall have reciprocal termination rights if the whole or any substantial portion of the Premises is permanently taken, or if access to the Premises is permanently and materially impaired. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term, and for moving expenses (so long as such claim does not diminish the award available to Landlord or any Holder, and such claim is payable separately to Tenant). All Rent shall be apportioned as of the date of such termination, or the date of such taking, whichever shall first occur. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be proportionately abated.

Article 15

Waiver of Claims and Indemnity

     Tenant agrees that, to the extent not expressly prohibited by law, Landlord and its officers, agents, servants and employees shall not be liable for (nor shall rent abate as a result of) any direct or consequential damage either to person or property sustained by Tenant, its servants, employees, agents, invitees or guests due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident in or about said Building, or due to any act or neglect of any tenant or occupant of said Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by water, snow, frost, steam, sewage, gas, electricity, sewer gas or odors or by the bursting, leaking or dripping of pipes, faucets and plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all of Tenant’s personal property in the Premises or the Building shall be at the risk of Tenant only and that

Landlord shall not be liable for any loss or damage thereto or theft thereof. Tenant shall protect, indemnify and save Landlord and its officers, agents, servants and employees harmless from and against any and all obligations, liabilities, costs, damages, claims and expenses of whatever nature arising out of breach of this Lease by Tenant or from injury to persons or damage to property on the Premises or in or about the Building arising out of or in connection with this Lease or Tenant’s use or occupancy of the Premises or Tenant’s activities in the Building, or arising from any act or negligence of Tenant, or its agents, contractors, servants, employees, or invitees.

Article 16

Nonwaiver

     No waiver of any condition expressed in this Lease shall be implied by any neglect of Landlord to enforce any remedy on account of the violation of such condition if such violation be continued or repeated subsequently, and no express waiver shall affect any condition other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt of moneys by Landlord from Tenant after the termination in any way of the Term or of Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given to Tenant prior to the receipt of such moneys, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises Landlord may receive and collect any rent or other sums due, and such payment shall not waive or affect said notice, suit or judgment.

Article 17

Landlord’s Remedies

     (A) If (a) default shall be made in the payment of the rent or any installment thereof or in the payment of any other sum required to be paid by Tenant under this Lease, and such default shall continue for ten (10) days after written notice to Tenant, or (b) if default shall be made, in the full and prompt performance of any of the other covenants or conditions which Tenant is required to observe and perform and such default shall continue for thirty (30) days after written notice to Tenant, provided that if such default cannot be cured within 30 days, Tenant shall not be in default if Tenant commences cure within such 30 days and diligently prosecutes such cure to completion not later than 60 days after commencement of such cure, or (c) if the interest of Tenant in this Lease shall be levied on under execution or other legal process, or (d) if any petition shall be filed by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenant’s debts or obligations, or (e) if any petition shall be filed or other action taken to reorganize or modify Tenant’s capital structure, if Tenant be a corporation or other entity, or (f) if Tenant be declared insolvent according to law or if any assignment of Tenant’s property shall be made for the benefit of creditors, or (g) if a receiver or trustee is appointed for Tenant or its property, or (h) if Tenant shall abandon or vacate the Premises during the Term of this Lease, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and

thereupon at its option may, without notice or demand of any kind to Tenant or any other person, have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity:

     (i) Landlord may terminate this Lease and the Term created hereby, in which event Landlord may forthwith repossess the Premises and be entitled to recover forthwith as damages a sum of money equal to the value of the Net Rent and rent adjustments provided to be paid by Tenant for the balance of the stated Term of the Lease, less the fair rental value of the Premises for said period, and any other sum of money and damages owed by Tenant to Landlord.

     (ii) Landlord may terminate Tenant’s right of possession and may repossess the Premises by forcible entry or detainer suit or otherwise, without demand or notice of any kind to Tenant and without terminating this Lease, in which event Landlord may, but shall not be obligated to, relet all or any part of the Premises, for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Premises for a term greater or lesser than that remaining under the Term of this Lease and the right to relet the Premises as a part of a larger area and the right to change the character or use made of the Premises). For the purpose of such reletting, Landlord is authorized to decorate or to make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient, and if Landlord shall fail to relet the Premises or if the Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the costs and expenses of such decorations, repairs, changes, alterations and additions and the expenses of such reletting to satisfy the rent provided for in this Lease to be paid, then Tenant shall pay to Landlord as damages a sum equal to the amount of the Net Rent and rent adjustments reserved in this Lease for such period or periods as the same shall come due, or, if the Premises have been relet, Tenant shall satisfy and pay any such deficiency upon demand as the same shall come due from time to time, and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this paragraph and any other sums due under this Lease from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord.

     (B) If Landlord terminates this Lease or Tenant’s right to possession, Landlord shall use reasonable efforts to mitigate Landlord’s damages, and Tenant shall be entitled to submit proof of such failure to mitigate as a defense to Landlord’s claims hereunder, if mitigation of damages by Landlord is required by applicable law. If Landlord has not terminated this Lease or Tenant’s right to possession, Landlord shall have no obligation to mitigate, and may permit the Premises to remain vacant or abandoned; in such case, Tenant may seek to mitigate damages by attempting to sublease the Premises or assign this Lease in accordance with the provisions of Article 26.

Article 18

Surrender of Possession

     (A) On or before the date this Lease and the Term hereby created terminates, or on or before the date Tenant’s right of possession terminates, whether by lapse of time or at the option of Landlord, Tenant shall:

     (i) restore the Premises to the same condition as they were delivered to Tenant substantially complete subject to normal wear and tear (except as otherwise provided in Article 11 of this Lease) and, provided Landlord has identified at the time of installation any alterations, improvements or additions that must be removed, remove those alterations, improvements or additions (a) installed for or during Tenant’s occupancy, whether installed by Landlord or Tenant. Tenant shall not be obligated to remove the initial improvements made pursuant to the terms of the Work Letter;

     (ii) remove from the Premises and the Building all of Tenant’s personal property; and

     (iii) surrender possession of the Premises to Landlord in a clean condition free of all rubbish and debris.

     (B) If Tenant shall fail or refuse to restore the Premises to the above-described condition on or before the above-specified date, Landlord may enter into and upon the Premises and put the Premises in such condition and recover from Tenant Landlord’s cost of so doing. Without limiting the generality of the foregoing, Tenant agrees to pay Landlord, upon demand, the cost of restoring the walls, ceilings and floors of the Premises to the same condition that existed prior to the date of the commencement of any alterations, improvements, or additions made by or for Tenant’s occupancy (or a prior tenant’s occupancy if such alterations, improvements or additions were acquired by Tenant from a former tenant) of the Premises. If Tenant shall fail or refuse to comply with Tenant’s duty to remove all personal property from the Premises and the Building on or before the above-specified date, the parties hereto agree and stipulate that Landlord may enter into and upon the Premises and may, at its election:

     (i) treat such failure or refusal as an offer by Tenant to transfer title to such personal property to Landlord, in which event title thereto shall thereupon pass under this Lease as a bill of sale to and vest in Landlord absolutely without any cost either by set-off, credit allowance or otherwise, and Landlord may retain, remove, sell, donate, destroy, store, discard, or otherwise dispose of all or any part of said personal property in any manner that Landlord shall choose;

     (ii) treat such failure or refusal as conclusive evidence, on which Landlord or any third party shall be entitled absolutely to rely and act, that Tenant has forever abandoned such personal property, and without accepting title thereto, Landlord may, remove, store, destroy, discard or otherwise dispose of all

or any part thereof in any manner that Landlord shall choose without incurring liability to Tenant or to any other person. In no event shall Landlord ever become or accept or be charged with the duties of a bailee (either voluntary or involuntary) of any personal property, and the failure of Tenant to remove all personal property from the Premises and the Building shall forever bar Tenant from bringing any action or from asserting any liability against Landlord with respect to any such property which Tenant fails to remove. If Tenant shall fail or refuse to surrender possession of the Premises to Landlord on or before the above-specified date, Landlord may forthwith re-enter the Premises and repossess itself thereof as of its former estate and remove all persons and effects therefrom, using such force as may be permitted by law, without being guilty of any manner of trespass or forcible entry or detainer.

Article 19

Holding Over

     Landlord and Tenant recognize that Landlord’s damages resulting from Tenant’s failure to timely surrender possession of the Premises may be substantial, may exceed the amount of the Rent payable hereunder, and will be impossible to accurately measure. Accordingly, if possession of the Premises is not surrendered to Landlord upon the expiration of the Term or sooner termination of this Lease, Tenant shall pay to Landlord one hundred fifty percent (150%) of the Net Rent plus the rent adjustments then applicable for all or any portion of the first two months that Tenant shall retain possession of the Premises or any part thereof after the termination of this Lease, whether by lapse of time or otherwise, and two hundred percent (200%) of the Net Rent plus the rent adjustments then applicable for all or any portion of each month thereafter that Tenant shall retain possession of the Premises or any part thereof after the termination of this Lease, whether by lapse of time or otherwise, and also shall pay all damages sustained by Landlord, whether direct or consequential, on account thereof, including, without limitation, any payment or rent concession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a “ New Tenant ”) in order to induce such New Tenant not to terminate its lease by reason of the holding over by Tenant, and the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding-over by Tenant, In addition, Tenant shall defend, indemnify and hold Landlord harmless against all claims for damages by a New Tenant. The provisions of this Article shall not operate as a waiver by Landlord of any right of re-entry hereinbefore provided.

Article 20

Costs, Expenses and Attorneys’ Fees

     In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall pay all reasonable costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation. Tenant shall also pay all reasonable costs, expenses and attorneys’ fees that

may be incurred or paid by Landlord in enforcing any of Tenant’s covenants and agreements in this Lease. In case Tenant shall, without fault on its part, be made a party to any litigation commenced by or against Landlord, then Landlord shall pay all reasonable costs, expenses and reasonable attorneys’ fees incurred or paid by Tenant in connection with such litigation. Landlord shall also pay all reasonable costs, expenses and attorneys’ fees that may be incurred or paid by Tenant in enforcing any of Landlord’s covenants and agreements in this Lease.

Article 21

Compliance with Laws

     Tenant and Landlord shall operate the Premises and Building respectively in compliance with all applicable federal, state, and municipal laws, ordinances and regulations and shall not knowingly, directly or indirectly, make any use of the Premises or Building which is prohibited by any such laws, ordinances or regulations.

Article 22

Certain Rights Reserved By Landlord

     Landlord shall have the following rights, exercisable without notice and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession or giving rise to any claim for set-off or abatement of rent:

     (i) To name the Building and to change the Building’s name or street address, provided that Landlord shall give Tenant sixty (60) days notice of such change and, in the event Landlord changes the Building’s street address, pay the cost of replacement stationery and business cards.

     (ii) To install, affix and maintain any and all signs on the exterior and interior of the Building.

     (iii) To designate and approve, prior to installation, all types of window shades, blinds, drapes, and other similar equipment, and to control all internal lighting that may be visible from the exterior of the Building.

     (iv) To designate, restrict and control all sources from which Tenant may obtain ice, drinking water, towels, toilet supplies, shoe shining, catering, food and beverages, or like or other services on the Premises, and, in general, to reserve to Landlord the exclusive right to designate, limit, restrict and control any business and any service in or to the Building and its tenants, provided Tenant may operate a kitchen or break room serving beverages.

     (v) On reasonable prior notice to Tenant, to show the Premises to prospective tenants at reasonable hours during the last twelve (12) months of the Term and, if vacated during such period to decorate, remodel, repair or otherwise

prepare the Premises for re-occupancy without affecting Tenant’s obligation to pay rent.

     (vi) To retain at all times, and to use in appropriate Instances, keys to all doors within and into the Premises. No locks shall be changed without the prior written consent of Landlord.

     (vii) To decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the Building, or any part thereof, and for such purposes to enter upon the Premises, and, during the continuance of any of said work, to temporarily close doors, entryways, public space and corridors in the Building and to interrupt or temporarily suspend Building services and facilities, all without abatement of rent or affecting any of Tenant’s obligations hereunder, so long as the Premises are reasonably accessible and the foregoing does not unreasonably interfere with the conduct of Tenant’s business in the Premises.

     (viii) To have and retain a paramount title to the Premises free and clear of any act of Tenant purporting to burden or encumber it.

     (ix) To grant to anyone the exclusive right to conduct any business or render any service in or to the Building, provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted herein.

     (x) To approve the weight, size and location of safes and other heavy equipment and bulky articles in and about the Premises and the Building (so as not to overload the floors of the Premises), and to require all such items and furniture and similar items to be moved into and out of the Building and Premises only at such times and in such manner as Landlord shall direct in writing. Any damages done to the Building or Premises or to other tenants in the Building by taking in or putting out safes, furniture and other Items, or from overloading the floor in any way, shall be paid by Tenant. Furniture, boxes, merchandise or other bulky articles shall be transported within the Building only upon or by vehicles equipped with rubber tires and shall be carried only in the freight elevators and at such times as the management of the Building shall require. Movements of Tenant’s property into or out of the Building and within the Building are entirely at the risk and responsibility of Tenant, and Landlord reserves the right to require permits before allowing any such property to be moved into or out of the Building.

     (xi) Except as otherwise provided in Article 4(A), to prohibit the placing of vending or dispensing machines of any kind in or about the Premises without the prior written permission of Landlord, which permission will not be unreasonably withheld or delayed.

     (xii) To have access for Landlord and other tenants of the Building to any mail chutes located on the Premises according to the rules of the United States Post Office.

     (xiii) To change the arrangement or location of entrances, passageways, doors and doorways, corridors, stairs, toilets and other public service portions of the Building not contained within the Premises or any part thereof.

     (xiv) To close the Building after regular working hours and on Saturdays, Sundays and legal holidays subject, however, to Tenant’s right to admittance, under such reasonable regulations as Landlord may prescribe from time to time, which may include by way of example but not of limitation, that persons entering or leaving the Building identify themselves to Building personnel by registration or otherwise and that said persons establish their right to enter or leave the Building.

     Landlord may enter upon the Premises and may exercise any or all of the foregoing rights hereby reserved without being deemed guilty of an eviction or disturbance of Tenant’s use or possession and without being liable in any manner to Tenant, provided Landlord does not unreasonably interfere with the conduct of Tenant’s business in the Premises.

Article 23

Estoppel

     Tenant shall from time to time upon not less than ten (10) business days prior request by Landlord deliver to Landlord, Mortgagee (as defined in Article 30), or any prospective purchaser of the Property a statement in writing certifying to Landlord and such parties as Landlord may designate (a) that this Lease is unmodified and in full force and effect (or if there have been modifications that the Lease as modified is in full force and effect); (b) the dates to which the rent and other charges have been paid; (c) that, to the best of Tenant’s knowledge, neither Landlord nor Tenant is in default under any provision of this Lease, or, if in default, the nature thereof in detail; (d) that, to the best of Tenant’s knowledge, there are no offsets or defenses to the payment of Net Rent, additional rent or any other sums payable under this Lease or, if there are any such offsets or defenses, specifying such in detail; and (e) such other factual matters as Landlord may reasonably request. Tenant recognizes that Tenant’s failure to provide an estoppel certificate, that Tenant believes in good faith to be accurate, on a timely basis in satisfaction of the foregoing requirements and in satisfaction of all reasonable requests of the requesting party that are then consistent with commercial practice is a material inducement for Landlord to enter into this Lease.

Article 24

Rules and Regulations

     Tenant agrees to observe the reservations to Landlord in Article 22 hereof and agrees, for itself, its employees, agents, servants, clients, customers, invitees, licensees and guests to observe and comply at all times in all material respects with the rules and regulations set forth in Exhibit D attached hereto and made a part hereof, and with

such reasonable modifications thereof and additions thereto as Landlord may from time-to-time make for the Building of which Tenant has been given written notice, and that failure to observe and comply with material rules and regulations after written notice shall constitute a default under Article 17(B) this Lease.

     Landlord reserves the right to make such other and further reasonable rules and regulations as in Landlord’s judgment may from time to time be needful for the safety, care and cleanliness of the Building and Premises and for the preservation of good order therein. Landlord shall enforce such rules and regulations in a nondiscriminatory fashion.

Article 25

Right to Shift Location of Premises

     Landlord may not relocate Tenant at any time prior to November 1, 2007. At any time on or after November 1, 2007, Landlord may, if Tenant does not then occupy at least seventy-five percent (75%) of the rentable square footage of the 27 ^th floor, substitute for the Premises other premises (herein referred to as the “new premises”) provided the new premises shall be similar to the Premises in area and use for Tenant’s purposes. In addition:

     (A) Landlord shall pay the expense of Tenant for moving from the Premises to the new premises and improving the new premises so that they are substantially similar to, and constructed with materials of comparable quality to, the Premises, which shall not be located below the seventeenth floor of the Building, shall have similar sight lines to the Premises ( i.e., the substitute premises will be located on the eastern face of the Building and occupy both the northeast and southeast corners of the Building), and shall be a similar distance to the elevators as the Premises;

     (B) Such move shall be made during evenings, weekends, or otherwise so as to incur the least inconvenience to Tenant

     (C) Neither the Net Rent due hereunder nor Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses shall increase on account of such relocation; and

     (D) Landlord shall first give Tenant at least sixty (60) days’ notice before making such change.

Article 26

Assignment and Subletting

     (A) Tenant shall not, without the prior written consent of Landlord in each instance, which consent may be withheld in the sole and absolute discretion of Landlord, (i) convey, mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest hereunder,

(ii) allow to exist or occur any transfer of or lien upon this Lease or Tenant’s interest herein by operation of law, or (iii) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Article 4 of this Lease or by anyone other than Tenant and Tenant’s employees. Tenant shall not, without the prior written consent of Landlord, which consent will not be unreasonably withheld, (i) assign this Lease or any of Tenant’s rights hereunder, or (ii) sublet the Premises or any part thereof (such assignment or sublease is referred to in the Lease from time to time as a “Transfer” ).

     (B) In the event Tenant intends to assign this Lease or sublease all or any portion of the Premises subsequent to the commencement of the Term of this Lease, if Tenant desires to obtain Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (1) the proposed effective date (which shall not be less than thirty (30) nor more than one hundred eighty (180) days after Tenant’s notice), (2) if Tenant is proposing a sublease, the portion of the Premises to be sublet (herein called the “Subject Space”), (3) the terms of the proposed Transfer, the consideration for such Transfer, the name and address of the proposed sublessee or assignee (the “Transferee”), and a copy of all documentation pertaining to the proposed sublease or assignment, and (4) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably necessary to enable Landlord to determine the financial responsibility, character and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any sublease or assignment made without complying with this Article 26 shall, at Landlord’s option, be null, void and of no effect, or shall constitute a default under this Lease. Whether or not Landlord grants its consent, Tenant shall pay $750.00 towards Landlord’s review and processing expenses, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord. If a proposed sublease is for less than all of the Premises, the space proposed to be subleased and the remaining portion of the Premises must each be a legally leasable unit in compliance with all applicable ordinances and codes).

     (C) Landlord will not unreasonably withhold its consent to any proposed sublease of the Subject Space or assignment of the Lease to the Transferee on the terms specified in Tenant’s notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed sublease or assignment where one or more of the following applies (without limitation as to other reasonable grounds for withholding consent): (1) the Transferee is of a character or reputation or engaged in a business that is not consistent with the quality of the Property, or would be a significantly less prestigious occupant of the Property than Tenant, (2) the Transferee intends to use the Subject Space for purposes that are not permitted under this Lease, (3) the Subject Space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes, (4) the Transferee is either a government (or agency or instrumentality thereof), foreign embassy or other foreign entity or person having diplomatic immunity, (5) the proposed Transferee does not have a net worth that is at least equal to the net worth of Tenant as of the date of commencement of this Lease (as determined by reference to financial statements prepared by certified public accountants

reasonably satisfactory to Landlord), or (6) Tenant is in default under the terms of this Lease, which default is continuing beyond the expiration of applicable grace or notice and cure periods, at the time that Tenant requests consent to the proposed sublease or assignment.

     (D) Landlord shall have the right, to be exercised by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice of an assignment of this Lease or a sublease of all or substantially all of the Premises, to cancel this Lease, in which latter event the Net Rent and Tenant’s Proportionate Share of Operating Expenses and Ownership Taxes shall be adjusted on the basis of the number of square feet of rentable area of the Premises retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. If Landlord wishes to exercise such option to cancel, Landlord shall, within twenty (20) days after Landlord’s receipt of such notice from Tenant, send to Tenant a notice so stating and in such notice Landlord shall specify the date as of which such cancellation is effective, which date shall be the date Tenant’s assignment or sublease is to be effective. Landlord shall endeavor, without obligation, to cancel this Lease (or the applicable portion of this Lease) on the date that Tenant intends its proposed sublease or assignment to take effect. Landlord’s notice of the exercise of the foregoing option to cancel all or any portion of the Premises demised by this Lease shall be null and void unless Landlord receives the written consent of Landlord’s Mortgagee to any such cancellation within the twenty (20) day period described above. Tenant’s notice given pursuant to this Article 26(D) shall state the name and address of the proposed subtenant or assignee, the proposed effective date of the assignment or sublease, and a true and complete copy of the proposed sublease or assignment and sufficient information to permit Landlord to determine the financial responsibility and character of the proposed subtenant or assignee shall be delivered to Landlord with said notice. If Landlord, upon receiving Tenant’s notice given pursuant to this Article 26(D), shall not exercise its right to cancel, Landlord will not unreasonably withhold its consent to Tenant’s assignment of this Lease or subletting the space covered by its notice. In each case, a subletting or assignment shall also be subject to the following conditions:

     (i) Tenant is not in default under the terms of this Lease beyond the expiration of notice and applicable cure periods;

     (ii) Tenant has fully complied with the provisions of this Article 26;

     (iii) If less than ninety-five percent (95%) of the rentable area of the Building is leased to tenants, the proposed Transferee shall not be a tenant or occupant of the Building;

     (iv) Tenant has furnished Landlord with copies of all documents relating to the sublease or assignment arrangement between Tenant and the proposed subtenant or assignee, including financial statements, if requested by Landlord; and

     (v) The proposed sublease or proposed assignment does not extend for a term beyond the initial Term of this Lease, nor does the sublease or assignment contain any options to extend or renew the term thereof beyond the initial Term of this Lease.

     Landlord will respond to Tenant’s request for approval within thirty (30) days after submission of all documents.

     (E) Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

     (F) In the event Landlord consents to any such Transfer, and as a condition thereto, Tenant shall pay to Landlord fifty percent (50%) of all profit derived by Tenant from such assignment or subletting. For purposes of the foregoing, profit shall be deemed to include, but shall not be limited to, the amount paid or payable to Tenant, any corporations or other business entities which are controlled by, or are under common control with, Tenant (each a “Related Entity” ), and any principal, officer, director and employee of Tenant or any Related Entity, to effect or to induce Tenant to enter into any such transaction, and the amount of all rent and other consideration of whatever nature payable by such assignee or sublessee in excess of the Net Rent, and rent adjustments, payable by Tenant under this Lease. In calculating profit or net consideration, no deduction will be allowed for any internal expenses (as opposed to out-of-pocket expenses) of Tenant or a Related Entity. If a part of the consideration for such assignment or subletting shall be payable other than in cash, the payment to Landlord of its share of such non-cash consideration shall be in such form as is satisfactory to Landlord.

     Tenant shall and hereby agrees that it will furnish to Landlord upon request from Landlord a certification from Tenant setting forth in detail the computation of all profit derived and to be derived from such assignment or subletting. Tenant agrees that Landlord or its authorized representatives shall be given access at all reasonable times to the books, records and papers of Tenant relating to any such assignment or subletting, and Landlord shall have the right to make copies thereof. The percentage of Tenant’s profit due Landlord hereunder shall be paid to Landlord within two (2) days of receipt by Tenant of all payments made from time to time by such assignee or sublessee to Tenant.

     (G) Any subletting or assignment hereunder shall not release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and Tenant shall continue fully liable thereunder. Any subtenant or assignee shall agree in

a form satisfactory to Landlord to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution, an executed copy of each such sublease or assignment and an agreement of compliance by each such subtenant or assignee. Tenant agrees to pay to Landlord, on demand, all reasonable out-of-pocket costs incurred by Landlord (including fees paid to consultants and attorneys) in connection with any request by Tenant for Landlord to consent to any assignment or subletting by Tenant. Any sale, assignment, mortgage, transfer, or subletting of this Lease which is not in compliance with the provisions of this Article shall be of no effect and void.

     (H) Notwithstanding anything to the contrary in this Article 26, Tenant may, upon not less than five (5) days prior written notice to Landlord, permit a Related Entity to sublet all or part of the Premises or receive an assignment of the Lease, provided that (i) Tenant shall not be in default under this Lease beyond the expiration of any notice and applicable cure periods, (ii) within a reasonable time after such subletting or assignment, as the case may be, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, that such subtenant or assignee, as the case may be, is a Related Entity of Tenant and continues to remain such during the Term. Such subletting or assignment shall not relieve Tenant of any of Tenant’s liability or obligations under this Lease. Any transfer of all or substantially all of the shares of stock of Tenant by sale, assignment, operation of law or otherwise resulting in a change in the present control of such corporation by the person or persons owning a majority of such shares as of the date of this Lease shall be deemed to be an assignment within the meaning of this Article 26; provided, however, the conversion of Tenant from a closely-held corporation to a public corporation (i.e., a corporation whose stock is publicly held and traded through an exchange or over the counter) will not be deemed to be an assignment within the meaning of this Article 26. For the purposes hereof, “control” shall mean the power to directly or indirectly direct or cause the direction of the management or policies of such corporation or entity. In addition, Landlord’s consent shall not be required with respect to a Transfer resulting from transactions with a business entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer, and (iii) proof reasonably satisfactory to Landlord or such net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction.

Article 27

Notice

     All notices, demands, approvals and consents which may or are required to be given by one party to the other under this Lease shall be in writing and shall be delivered personally or by a nationally-recognized air courier service. Notices for the

parties shall be delivered to the following addresses or such other address or addresses as a party may specify in a notice to the other party, which notice must be given in accordance with the provisions of this Article 27. No party hereto may have more than two (2) notice addresses for such party.

To Landlord :

Zeller Management Corporation
401 North Michigan Avenue
Suite 250
Chicago, Illinois 60611
Attention: Paul M. Zeller

With a copy to :

Pircher, Nichols & Meeks
Suite 1050
900 North Michigan Avenue
Chicago, Illinois 60611
Attention: Real Estate Notices (EJML/JMV)

To Tenant :

Healthcare Services, Inc. (d/b/a Accretive Health)
401 North Michigan Avenue
27 ^th Floor
Chicago, Illinois 60611
Attention: Mr. Greg Kazarian

With a copy to :

Katten Muchin Zavis Rosenman
525 West Monroe Street
Chicago, Illinois 60661
Attention: Janet H. Winningham, Esq.

Article 28

Intentionally Omitted

Article 29

Conveyance by Landlord

     In case Landlord or any successor owner of the Property or the Building shall convey or otherwise dispose of any portion thereof to another person, such other person shall in its own name thereupon be and become Landlord hereunder and shall assume fully in writing and be liable upon all liabilities and obligations of this Lease to be performed by Landlord which first arise after the date of conveyance, and such original Landlord or successor owner shall, from and after the date of conveyance, be free of all liabilities and obligations not then incurred.

Article 30

Subordination and Attornment

     Provided that Ground Lessor (as defined below) or Mortgagee (as defined below) executes and delivers a subordination, non-disturbance and attornment agreement (a “ Subordination Agreement ”) in substantially the form attached hereto as Exhibit E , the rights of Tenant under this Lease shall be and are subject and subordinate at all times to any lease (“ Ground Lease ”) to which Landlord is a party, now or hereafter in force against the Property and/or the Building, and to the lien of any mortgage or deed of trust (“ Mortgage ”) now or hereafter in force against any Ground Lease, the Property and/or the Building, and to all advances made or hereafter to be made upon the security thereof, and to all renewals, modifications, amendments, consolidations, replacements and extensions thereof. Tenant shall have no right to approve or object to the creation of any such Ground Lease or Mortgage. This Article is self-operative and no further instrument of subordination shall be required. Any mortgagee or beneficiary (a “ Mortgagee ”) under a Mortgage may, however, elect to have this Lease be superior to its Mortgage. Upon request, Tenant shall (a) execute an agreement, in favor of Mortgagee, in substantially the form of the Subordination Agreement, confirming that this Lease is subordinate (or at a Mortgagee’s election, superior) to any Mortgage and containing such other terms as Mortgagee may reasonably request, and (b) execute any document reasonably requested of Tenant in favor of the holder (such holder, whether possessing a landlord’s or a tenant’s interest in the Ground Lease, is referred to herein as a “ Ground Lessor ”) of any Ground Lease interest confirming that this Lease is subordinate to any Ground Lease and containing such other terms as Ground Lessor may reasonably request. Tenant, at the option of any Mortgagee, will attorn to a Mortgagee or its successor in the event of a foreclosure sale or deed in lieu thereof pursuant to a Subordination Agreement in substantially the form attached hereto as Exhibit E . In the event that, under any Ground Lease, (a) the Ground Lessor acquires the Landlord’s interest in the Property and/or the Building, or (b) the Ground Lease is cancelled or merged into another estate, Tenant will, at the election of Ground Lessor, attorn to Ground Lessor (or its successor) and/or acknowledge the enforceability of this Lease notwithstanding any termination or merger of the Ground Lease. A Subordination Agreement delivered by any Mortgagee or Ground Lessee will be deemed to be substantially in the form of the Subordination Agreement attached hereto

as Exhibit E if such agreement does not materially increase the obligations of Tenant as set forth in the attached form of Subordination Agreement or does not materially diminish the rights of Tenants as set forth in the attached form of Subordination Agreement.

Article 31

Brokers

     Tenant represents and warrants to Landlord that no broker or finder other than Colliers Bennett & Kahnweiler Inc. (“Tenant’s Broker”), has been engaged by it in connection with any of the transactions contemplated by this Lease or to its knowledge is in any way connected with any of such transactions. Landlord represents and warrants to Tenant that no broker or finder other than Zeller Management Corporation (“Landlord’s Broker”) has been engaged by it in connection with any of the transactions contemplated by this Lease or to its knowledge is in any way connected with any of such transactions. In the event of a claim for broker’s or finder’s fees or commissions in connection herewith by any person or entity other than Landlord’s Broker or Tenant’s Broker, then Landlord shall indemnify and defend Tenant from the same if it shall be based upon any statement or agreement alleged to have been made by Landlord, and Tenant shall indemnify and defend Landlord from the same if it shall be based upon any statement or agreement alleged to have been made by Tenant. The indemnification obligations under this Article 31 shall survive the closing of the transactions hereunder or the earlier termination of this Lease.

Article 32

Security Deposit

     (A) As additional security for the full and prompt performance by Tenant of all Tenant’s obligations hereunder, Tenant will, within thirty (30) days following the date of this Lease, establish an account (the “Cash Security Deposit Account”) into which Tenant shall deposit (and will during the Term, subject to the terms of this Article 32, maintain on deposit) an amount (the “Cash Security Deposit” ) equal to Five Hundred Thousand Dollars ($500,000), which sum may be used, retained or applied, in whole or in part, by Landlord for the purpose of curing any default or defaults of Tenant under this Lease that are continuing beyond the expiration of applicable notice and cure periods. Tenant will open the Cash Security Deposit Account with Harris Bank or such other banking institution as may be reasonably acceptable to Landlord and Tenant (the “Bank”) . The Cash Security Deposit will be held by the Bank pursuant to a pledged account agreement (the “Cash Security Deposit Account Agreement”) which shall be reasonably acceptable to Landlord, Tenant and the Bank, and which shall provide, among other things, that (i) the Cash Security Deposit Account shall be subject to the sole dominion, control and discretion of Landlord, its authorized agents or designees, including the Bank, subject to the terms hereof; and (ii) Tenant shall have no right of withdrawal with respect to the Cash Security Deposit Account except with the prior written consent of Landlord or as otherwise provided herein. If Tenant has not defaulted

hereunder beyond the expiration of notice and applicable cure periods or if Landlord has not used, retained or applied the Cash Security Deposit to any defaults, then the Cash Security Deposit or any portion thereof not so applied by Landlord shall be paid in cash to Tenant as follows: (a) on November 1, 2006, Landlord will cause the Bank to release to Tenant one-third (1/3 ^rd ) of the Cash Security Deposit, (b) on November 1, 2007, Landlord will cause the Bank to release to Tenant one-third (1/3 ^rd ) of the Cash Security Deposit, and (c) on November 1, 2008, Landlord will cause the Bank to release to Tenant one-third (1/3 ^rd ) of the Cash Security Deposit (i.e., the balance of the Cash Security Deposit).

     (B) In lieu of depositing and maintaining the Cash Security Deposit in the Cash Security Deposit Account as provided in Article 32(A), Tenant may deposit with Landlord a letter of credit a security deposit (the “L/C Security Deposit”) in the form of a letter of credit in the initial amount of Five Hundred Thousand Dollars ($500,000) or the amount of the Cash Security Deposit then required to be deposited by Tenant with the Bank. The L/C Security Deposit will be a clean, unconditional, stand-by, irrevocable letter of credit, substantially in the form attached hereto as Exhibit F, issued by a federally insured national banking association located in Chicago, Illinois with a net worth in excess of $1,000,000,000 (One Billion Dollars) or otherwise reasonably acceptable to Landlord. If Tenant has not defaulted hereunder beyond the expiration of notice and applicable cure periods or if Landlord has not used, retained or applied the L/C Security Deposit to any defaults, then the L/C Security Deposit or any portion thereof not so applied by Landlord shall be reduced as follows: (a) on the first anniversary of the Commencement Date, Landlord will cause the L/C Security Deposit to be reduced by one-third (1/3 ^rd ), (b) on the second anniversary of the Commencement Date, Landlord will cause the L/C Security Deposit to be reduced by one-third (1/3 ^rd ), and (c) on the third anniversary of the Commencement Date, Landlord will cause the L/C Security Deposit to be reduced by one-third (1/3 ^rd ) (i.e., the L/C Security Deposit will be reduced to zero by delivery of same to Tenant). The L/C Security Deposit will have an expiration date no earlier than October 31, 2012 or will be renewed or replaced annually through October 31, 2012, in which event Tenant will submit to Landlord original amendments extending the expiration date of the letter of credit (or replacement letters of credit with extended expiration dates), on an annual basis no later than the date that is thirty (30) days prior to the expiration date of the letter of credit then in effect. Failure to so extend the expiration date of the letter of credit through October 31, 2012 in the foregoing manner shall not constitute a default under this Lease provided, however, that Landlord shall be entitled to draw down the letter of credit without notice to Tenant and to hold or apply the proceeds thereof as a Cash Security Deposit. The letter of credit shall be transferable more than one time by Landlord, at Landlord’s cost or expense.

     (C) The Cash Security Deposit or, if applicable, the L/C Security Deposit (collectively, the “Security Deposit”), will serve as security for the prompt, full and faithful performance by Tenant of the terms and provisions of this Lease. In the event that Tenant is in default and falls to cure within any applicable time permitted under this Lease, or in the event that Tenant owes any amounts to Landlord upon the expiration of this Lease, Landlord may use or apply the whole or any part of the Security Deposit for

the payment of Tenant’s obligations hereunder. The use or application of the Security Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages. In the event the Security Deposit is reduced by such use or application, Tenant shall restore the Cash Security Deposit or the L/C Security Deposit to the then required amount of the Security Deposit within seven (7) business days after written notice. In the event of a sale or other transfer of the Property, Landlord shall have the right to transfer the L/C Security Deposit, the Cash Security Deposit (and its interest in the Cash Security Deposit Account) to its purchaser and Landlord shall thereupon be released by Tenant from all responsibility for the return of the Security Deposit, upon transferee’s assumption of Landlord’s obligations under this Lease, and Tenant shall look solely to such purchaser for the return of the Security Deposit. In the event of an assignment of this Lease by Tenant, the Security Deposit shall be deemed to be held by Landlord as a deposit made by the assignee, and Landlord shall have no further responsibility for the return of the Security Deposit to the assignor. Landlord shall have the right to assign its interest in the L/C Security Deposit, the Cash Security Deposit and the Cash Security Deposit Account to any mortgage lender for the Property, and Tenant shall cooperate with all reasonable requirements of the mortgage lender in connection with such assignment.

Article 33

Miscellaneous

     Landlord and Tenant further covenant with each other that:

     (A) All rights and remedies of Landlord and Tenant under this Lease shall be cumulative and none shall exclude any other rights and remedies allowed by law.

     (B) All payments becoming due under this Lease or under any work order or other agreement relating to the Premises shall be considered as rent, and if unpaid when due shall bear interest from such date until paid at the rate of five percent (5%) per annum in excess of the prime rate from time to time announced by The Wall Street Journal as the prime rate of interest (unless a lesser rate shall then be the maximum rate permissible by law with respect thereto, in which event such lesser rate shall be charged). Tenant shall pay, as additional Rent, a service charge equal to Two Hundred Fifty Dollars ($250), for bookkeeping and administrative expenses, if any monthly installment of Net Rent is not received within five (5) days of its due date.

     (C) The word “Tenant” wherever used herein shall be construed to mean Tenants in all cases where there is more than one Tenant, and the necessary grammatical changes required to make the provisions hereof apply either to corporations or individuals, men or women, shall in all cases be assumed as though in each case fully expressed.

     (D) Each of the provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit, not only of Landlord and of Tenant, but also of

their respective heirs, legal representatives, successors and assigns, provided this clause shall not permit any assignment contrary to the provisions of Article 26 hereof.

     (E) All of the representations and obligations of Landlord are contained herein, and no modification, waiver or amendment of this Lease or of any of its conditions or provisions shall be binding upon Landlord unless in writing signed by Landlord or by a duly authorized agent of Landlord empowered by a written authority signed by Landlord. This Lease, including the exhibits attached hereto and the Work Letter, if any, constitutes the entire agreement between the parties hereto relative to the subject matter hereof. Any prior negotiations, correspondence or understandings relative to the subject matter hereof shall be deemed to be merged in this Agreement. This Lease may not be amended or modified except in writing, executed by each of the parties hereto.

     (F) Submission of this instrument for examination shall not bind Landlord in any manner, and no lease or obligation on Landlord shall arise until this instrument is signed and delivered by Landlord and Tenant.

     (G) No rights to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease.

     (H) Sectional headings in this Lease are solely for convenience of reference and shall not in any way limit or amplify the terms and provisions hereof.

     (I) The laws of the State of Illinois shall govern the validity, performance and enforcement of this Lease. The invalidity or unenforceability of any provision of this Lease shall not offset or impair any other provision. If any provision of this Lease is capable of two constructions, one of which would render the provision invalid and the other of which would make the provision valid, then the provision shall have the meaning which renders it valid.

     (J) Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to commit or engage in any act which can, shall or may encumber the title of Landlord.

     (K) Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the recording thereof in violation of this provision shall make this Lease null and void at Landlord’s election.

     (L) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venture or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

     (M) Landlord shall have the right to apply payments received from Tenant pursuant to this Lease (regardless of Tenant’s designation of such payments) to satisfy any obligations of Tenant hereunder, in such order and amounts, as Landlord in its sole discretion, may elect.

     (N) Each party hereby consents to the exclusive jurisdiction of any state or federal court located within the State of Illinois, waives personal service of any and all process upon it, consents to service of process by registered mall directed to it at the address stated in Article 27, and acknowledges that service so made shall be deemed to be completed upon actual delivery thereof (whether accepted or refused). In addition, each party consents and agrees that venue of any action instituted under this Lease shall be proper only in the State of Illinois, and each party hereby waives any objection to venue.

     (O) Every covenant, term, and provision of this Lease shall be construed simply according to its fair meaning and not strictly for or against any party (notwithstanding any rule of law requiring a lease or an agreement to be strictly construed against the drafting party).

     (P) EACH OF TENANT AND LANDLORD HEREBY WAIVES IRREVOCABLY THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING IN WHICH TENANT AND LANDLORD ARE PARTIES.

Article 34

Exculpation

     Any obligation of Landlord, or its agent, under or with respect to this Lease shall be enforceable only against and payable out of Landlord’s interest in the Building and Property and the rents, income, profits and proceeds therefrom (but only for so long as such rents, income, profits and proceeds therefrom are in the possession of Landlord). Tenant hereby agrees that neither Tenant nor any other person shall have or may assert any right, recourse or remedy to or against Landlord or its agent or any assets of Landlord other than the Building and Property and the rents, income, profits and proceeds therefrom (for so long as such rents, income, profits and proceeds therefrom are in the possession of Landlord). Tenant agrees to look solely to Landlord’s interest in the Building and Property and the rents, income, profits and proceeds therefrom (for so long as such rents, income, profits and proceeds therefrom are in the possession of Landlord) for the recovery of any judgment against Landlord, and Landlord shall not be personally liable for any such Judgment or deficiency after execution thereon. The limitations of liability contained in this Article shall apply equally and inure to the benefit of Landlord’s present and future members, partners, beneficiaries, officers, directors, trustees, shareholders, advisors, managers, agents and employees, and their respective members, partners, beneficiaries, officers, directors, trustees, shareholders, advisors, managers, agents, employees, heirs, successors and assigns. Under no circumstances shall any present or future, direct or indirect member of Landlord (If Landlord is a limited liability company), general or limited partner of Landlord (if Landlord is a partnership), or

trustee or beneficiary (if Landlord or any partner or member of Landlord is a trust) have any liability for the performance of Landlord’s obligations under this Lease.

Article 35

Covenant of Quiet Enjoyment

     So long as Tenant is not in default beyond the expiration of notice and applicable cure periods, Tenant shall, during the Term of this Lease, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof, free from hindrance by Landlord or any other person claiming by, through, or under Landlord.

Article 36

Tenant’s Option to Terminate

     (A) Tenant shall have and is hereby granted the option to terminate this Lease effective on November 1, 2010 by:

     (i) Delivering written notice to Landlord of Tenant’s exercise of such termination option not later than February 1, 2010; and

     (ii) Paying to Landlord of a termination fee equal to Two Hundred Fifty Thousand Dollars ($250,000), such termination fee to be payable in two (2) installments of One Hundred Twenty-Five Thousand Dollars ($125,000), the first installment to be paid concurrently with delivery of the termination notice and the second installment to be paid not later than thirty (30) days prior to the date of termination set forth in the notice of termination.

     (B) Tenant’s right to exercise the foregoing termination option is subject to strict compliance with the terms of Article 36(a) and is further subject to the condition that Tenant is not in default beyond the expiration of applicable notice and cure periods under any of the terms, covenants or conditions of this Lease at the time that Tenant notifies Landlord of the exercise of this termination option or upon the date on which termination is to be effective. Tenant shall deliver the Premises to Landlord on or before the effective termination date in accordance with the terms and conditions of this Lease as if such termination date were the original expiration date of this Lease. The option to terminate the Term of this Lease is personal to Healthcare Services, Inc., doing business as Accretive Health, and may not be exercised by or for the benefit of any party other than a Related Entity pursuant to Article 26 hereof.

Article 37

Tenant’s Option to Extend the Term

     (A) Tenant is hereby granted one (1) option to extend the Term for an additional period of five (5) years (the “ Extension Period ”), on the same terms and

conditions in effect under this Lease immediately prior to the Extension Period, except that Tenant shall have no further right to extend after the Extension Period, and monthly Net Rent shall be 95% of the then Prevailing Rental Rate (as hereinafter defined). If Tenant exercises its option to extend, such extension shall apply to the entire Premises. The option to extend may be exercised only by giving Landlord irrevocable and unconditional written notice thereof (the “ Extension Notice ”) 270 days prior to the commencement of the Extension Period. Such exercise shall, at Landlord’s election, be null and void if Tenant is in default under this Lease beyond any applicable cure period at the date of such notice or at any time thereafter and prior to commencement of the Extension Period. Upon delivery of the Extension Notice, Tenant shall be irrevocably bound to lease the Premises for the Extension Period.

     (B) For purposes of this Article 37, “ Prevailing Rental Rate ” means the average per square foot rental rate per year for all renewal leases for renewal periods approximately as long as the Extension Period, executed by tenants for similar uses and lengths of time for similar multi-story buildings in the vicinity of the Property during the nine (9) months immediately prior to the date upon which such Prevailing Rental Rate is to become effective, where such renewal rates were not set by the terms of such leases. In all cases, such rates shall take into consideration the location, quality and age of the building, floor level, extent of leasehold improvements (existing or to be provided), rental abatements, lease takeovers/assumptions, parking charges, moving expenses and other concessions for the benefit of Tenant, term of lease, extent of services to be provided, distinction between “gross” and “net” lease, base year or amount allowed by Landlord for payment of building operating expenses (expense stop), and the time the particular rental rate under consideration became or is to become effective, and any other relevant term or condition. If, for any reason, the Prevailing Rental Rate has not been established by the commencement of the Extension Period, then, commencing with the first day of the Extension Period and continuing through the last day of the month in which the Prevailing Rental Rate is established, Tenant shall pay Net Rent at a rate equal to the Net Rent payable for the last year of the initial Term of this Lease. Upon the commencement of the obligation of Tenant to pay the Prevailing Rental Rate, (1) if the Prevailing Rental Rate is more than the Net Rent paid by Tenant for the period prior to determination of the Prevailing Rental Rate, Tenant will pay to Landlord the difference between the Net Rent paid by Tenant and the Prevailing Rental Rate for such period, and (2) if the Prevailing Rental Rate is less than the Net Rent paid by Tenant for the period prior to determination of the Prevailing Rental Rate, Landlord will pay to Tenant the excess of the Net Rent paid by Tenant for such period over the Prevailing Rental Rent for such period.

     (C) If Tenant shall fail to exercise the option herein provided in accordance with the provisions of this Article 37, such option shall terminate, and shall be null and void and of no further force and effect. Tenant’s exercise of such option shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise the option herein provided, then immediately upon such termination, the option herein granted to extend the Term shall

simultaneously terminate and become null and void. Such option is personal to Healthcare Services, Inc., doing business as Accretive Health, and any Related Entity pursuant to Article 26. Under no circumstances whatsoever shall any person or entity other than Healthcare Services, Inc., d/b/a Accretive Health, or a Related Entity pursuant to Article 26, have any right to exercise the option to extend granted herein.

Article 38

Tenant’s Right of First Offer

     On each occasion that certain space located on the twenty-seventh (27 ^th ) floor of the Building and contiguous with the Premises becomes available for leasing by third parties at any time prior to the expiration or earlier termination of this Lease, Tenant shall have and is hereby granted the right to add such space to the Premises demised hereunder. Landlord shall notify Tenant in writing of the availability of such space and the rental terms upon which Landlord is prepared to offer such space to a third party in good faith. Landlord shall be “prepared to offer such space to a third party in good faith” when Landlord shall have delivered to such third party tenant Landlord’s second proposal of rental terms for the premises available for leasing. Tenant shall have ten (10) business days from receipt of such notice from Landlord within which to notify Landlord in writing of Tenant’s acceptance of such offer to add such space to the Premises on the terms and conditions set forth in Landlord’s notice to Tenant. In the event Tenant does not promptly so notify Landlord of its acceptance of such offer or thereafter promptly enter into a lease amendment which adds such space to the Premises, Landlord may thereafter lease such space to any other third party for net rental consideration at least ninety percent (90%) as great as the net rental consideration specified by Landlord in its notice to Tenant hereunder and Tenant shall have no further right or interest in such space. Notwithstanding anything in this Lease to the contrary, Tenant agrees to accept such space in an “as is” condition as existing on the date such space is to be added to the Premises, subject to any allowance that may be available as part of the rental package Tenant is to pay for such space.

Article 39

Expansion Option

     (A) Landlord hereby grants Tenant the option (the “ Expansion Option ”) to lease the Expansion Space (as defined below), on the same terms and conditions in effect under the Lease, including the payment of Rent. Tenant shall provide notice to Landlord of its desire to lease the Expansion Space not later than November 1, 2006 and occupy the expansion space on a date (the “ Expansion Date ”) that is not later than ninety (90) days following the delivery of notice of exercise of the Expansion Option. As of the Expansion Date, the Expansion Space shall be added to and become a part of the Premises demised under this Lease. The lease term of the Expansion Space will expire on the Expiration Date. This Expansion Option is personal to Tenant or to any assignee pursuant to a Permitted Transfer. The term “ Expansion Space ” means any

rentable area located on the twenty-seventh floor and contiguous to the Premises (as configured on the Commencement Date).

     (B) Tenant’s right to exercise the Expansion Option is subject to the following terms and conditions:

          (i) Landlord will deliver the Expansion Space to Tenant on the Expansion Date. If Landlord is unable to deliver possession of the Expansion Space on the Expansion Date for any reason beyond Landlord’s reasonable control, Landlord will not be subject to any liability, nor will the validity of this Lease or the obligations of Tenant hereunder be thereby affected. In such event, Rent with respect to the Expansion Space will be abated until Landlord legally delivers the same to Tenant, as Tenant’s sole recourse.

          (ii) Tenant’s exercise of the Expansion Option will not operate to cure any default by Tenant of any of the terms or provisions in the Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If the Lease or Tenant’s right to possession of the Premises will terminate in any manner whatsoever before Tenant exercises the Expansion Option, or if Tenant has subleased or assigned all or any portion of the Premises (other than pursuant to a Permitted Transfer), then immediately upon such termination, sublease or assignment, the Expansion Option, as the case may be, shall simultaneously terminate and become null and void.

          (iii) The Expansion Space will be leased in its then existing, “as-is” condition and otherwise on the terms and conditions of this Lease, except (a) the rentable area of the Premises will be increased as of the Expansion Date by the rentable area of the Expansion Space, (b) Tenant’s Proportionate Share will be increased as of the Expansion Date to reflect the addition of the Expansion Space to the Premises, (c) Tenant’s Net Rent will be increased as of the Expansion Date to reflect the addition of the Expansion Space to the Premises, (d) Landlord will remove the internal stairway in the Expansion Premises and will replace the floor in the stairwell opening of the Expansion Premises, and (e) Landlord shall provide Tenant with the Landlord’s Expansion Space Contribution (as defined below) which Tenant may utilize to improve the Expansion Space in accordance with the terms of this Lease (including, but not limited to Article 9 hereof). For purposes of this subparagraph (B)(iii), “ Landlord’s Expansion Space Contribution ” shall mean an amount equal to $50.00 per square foot of rentable area of the Expansion Space, multiplied by a fraction, the numerator of which is the number of months remaining in the Term as of the Expansion Date, and the denominator of which is eighty-four (84). By way of example only, if the Expansion Space contains 5,000 square feet of rentable area, and 72 months remain in the Term as of the Expansion Date, Landlord’s Expansion Space Contribution would be $214,285.71 [(5,000 x $50.00) x (72/84) = $214,285.71]).

          (iv) Notwithstanding subparagraph (B)(iii) of this Article 39, and provided Tenant is not then in default beyond the expiration of notice and applicable cure periods under this Lease, Tenant’s obligation to pay Rent with respect to such Expansion Space accruing during the Expansion Gross Abatement Period (as defined

below) shall be abated. Such abatement shall apply solely to the payment of the monthly installments of Net Rent and Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses with respect to the Expansion Space, and shall not be applicable to any other charges, expenses or costs payable by Tenant under this Lease. In the event of Tenant’s default under this Lease beyond any applicable notice and cure periods during the Expansion Gross Abatement Period, Tenant shall pay to Landlord, without any prior demand therefor, the Net Rent and Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses with respect to the Expansion Space for the Expansion Gross Abatement Period, adjusted on a per diem basis from the date Tenant is in default beyond the expiration of applicable notice and cure periods hereunder until such default is cured. For purposes of this subparagraph (B)(iv), “ Expansion Gross Abatement Period ” shall mean a period commencing on the Expansion Date and continuing for a period equal to the number of calendar months or portions thereof remaining in the Term as of the Expansion Date, multiplied by a factor of one-twenty-first (1/21 ^st ). By way of example only, if seventy-two (72) calendar months remain in the Term as of the Expansion Date, the Expansion Gross Abatement Period would be three and forty-three one-hundredths (3.43) months [1/21 x 72 = 3.43]).

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

CERTIFICATE

     I, Greg Kazarian, Secretary of Healthcare Services, Inc., d/b/a Accretive Health, the Tenant under the foregoing Lease, hereby certify that the officer(s) executing the foregoing Lease on behalf of Tenant was/were duly authorized to act in his/their capacities as Senior Vice President and General Counsel, and his/their action(s) are the action of Tenant.

(Corporate Seal)

EXHIBIT A

The Premises