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Title: LEASE
Governing Law: Illinois Date: 11/23/2005
Industry: Software and Programming Law Firm: 233 S Wacker LLC Sector: Technology

LEASE, Parties: spss inc , 233 s wacker llc

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Exhibit 10.56

LEASE

SEARS TOWER

233 SOUTH WACKER DRIVE

CHICAGO, ILLINOIS

SPSS, INC.

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LEASE

SEARS TOWER

233 SOUTH WACKER DRIVE

CHICAGO, ILLINOIS

SPSS, INC.

TABLE OF CONTENTS

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PAGE

----

<S> <C>

SCHEDULE................................................................. 1

TERMS AND CONDITIONS..................................................... 5

1. TERM............................................................... 5

2. BASE RENT.......................................................... 5

3. ADDITIONAL RENT.................................................... 5

4. USE OF THE PREMISES................................................ 10

5. POSSESSION......................................................... 10

6. SERVICES........................................................... 10

7. REPAIRS............................................................ 15

8. ADDITIONS AND ALTERATIONS.......................................... 16

9. COVENANT AGAINST LIENS............................................. 17

10. INSURANCE.......................................................... 17

11. FIRE OR CASUALTY................................................... 19

12. WAIVER OF CLAIMS - INDEMNIFICATION................................. 20

13. NONWAIVER.......................................................... 21

14. CONDEMNATION....................................................... 21

15. ASSIGNMENT AND SUBLETTING.......................................... 22

16. SURRENDER OF POSSESSION............................................ 25

17. HOLDING OVER....................................................... 26

18. ESTOPPEL CERTIFICATE............................................... 27

19. OBLIGATIONS TO MORTGAGEES.......................................... 27

20. CERTAIN RIGHTS RESERVED BY LANDLORD................................ 28

21. RULES AND REGULATIONS.............................................. 30

22. DEFAULT AND LANDLORD'S REMEDIES.................................... 30

23. EXPENSES OF ENFORCEMENT............................................ 32

24. COVENANT OF QUIET ENJOYMENT........................................ 33

25. REAL ESTATE BROKER................................................. 33

26. MISCELLANEOUS...................................................... 33

27. NOTICES............................................................ 36

28. LIMITATION OF LIABILITY............................................ 36

29. RIGHT OF FIRST OFFER............................................... 36

30. TENANT'S OPTION TO RENEW........................................... 37

31. SPECIAL IMPROVEMENTS............................................... 37

</TABLE>

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EXHIBITS

EXHIBIT A FLOOR PLAN OF PREMISES

EXHIBIT B TENANT/CONTRACTOR AND VENDOR GUIDELINES

EXHIBIT C RULES AND REGULATIONS

EXHIBIT D ESTOPPEL CERTIFICATE

EXHIBIT E CONDENSER WATER ADDENDUM

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LEASE

SEARS TOWER

233 SOUTH WACKER DRIVE

CHICAGO, ILLINOIS

THIS AGREEMENT OF LEASE made as of this 22nd day of November, 2005

(hereinafter referred to as the "Lease") between 233 S WACKER LLC, a Delaware

limited liability company (hereinafter referred to as "Landlord"), and SPSS,

INC., a Delaware corporation (hereinafter referred to as "Tenant");

SCHEDULE

1. DESCRIPTION OF PREMISES: The premises designated on the plan attached

hereto as Exhibit A and containing approximately a total of 41,577 square

feet of "Rentable Area" on the 9th and 10th floors (being approximately

25,098 square feet of Rentable Area on the 9th floor and 16,479 square feet

of Rentable Area on the 10th floor; collectively, the "Premises") in the

building commonly known as the Sears Tower (the "Building") located at 233

South Wacker Drive in the City of Chicago, Cook County, Illinois

(hereinafter referred to together with all present and future easements,

additions, improvements and other rights appurtenant thereto, as the

"Land").

2. USE OF PREMISES: Tenant shall use the Premises solely as general offices

and customer training and for no other purpose whatsoever.

3. BASE RENT: The per annum rate of Base Rent and the monthly installments

thereof are set forth on Schedule 1 attached hereto.

4. TENANT'S PROPORTIONATE SHARE: shall mean (a) 1.18% for the purposes of

determining Taxes (as hereinafter defined) payable by Tenant hereunder,

such percentage being the percentage calculated by dividing the Rentable

Area contained in the Premises, as determined by Landlord and shown in Item

1 of this Schedule by 3,530,477 rentable square feet (being ninety-five

percent (95%) of the aggregate amount of all office and retail space in the

Building), and (b) 1.27% for purposes of determining Operating Expenses (as

hereafter defined) payable by Tenant hereunder, such percentage being the

percentage calculated by dividing the Rentable Area of the Premises, by

3,284,958 rentable square feet (being ninety-five percent (95%) of the

aggregate amount of all office space in the Building). Tenant's

Proportionate Share shall be adjusted proportionately if the number of

square feet of Rentable Area in the Premises is increased pursuant to

Section 29 hereof.

5. COMMENCEMENT DATE: July 1, 2006.

6. TERMINATION DATE: May 31, 2012.

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7. ADDRESSES FOR NOTICES:

IF TO LANDLORD:

233 S Wacker LLC

c/o The Chetrit Group

404 Fifth Avenue, 4th Floor

New York, New York 10018

and:

233 S Wacker LLC

c/o American Landmark Properties, Ltd.

8114 Lawndale Avenue

Skokie, Illinois 60076

with copies to:

233 S Wacker LLC

c/o CB Richard Ellis

233 South Wacker Drive, Suite 3530

Chicago, Illinois 60606

Attention: General Manager

IF TO TENANT:

SPSS, Inc.

233 South Wacker Drive, Suite 950

Chicago, Illinois 60606

Attention: Terry Schohn

8. BROKER: CB Richard Ellis.

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This Lease is subject to the Terms and Conditions and the provisions of any

exhibits attached hereto, which Terms and Conditions and exhibits are hereby

made a part of this Lease.

LANDLORD: TENANT:

233 S WACKER LLC, SPSS, INC.,

A DELAWARE LIMITED LIABILITY COMPANY A DELAWARE CORPORATION

By: /s/ John M. Houston By: /s/ Raymond H. Panza

--------------------------------- ------------------------------------

Its: Authorized Member Its: Executive Vice President, Corporate

Operations and Chief Financial Officer

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SCHEDULE 1

Base Rent

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Annual

Per Square Foot Monthly Annual

Period Base Rental Rate Base Rent Base Rent

------ ---------------- ---------- -----------

July 1, 2006 - June 30, 2007 ..... $19.00* $65,830.25 $789,963.00

July 1, 2007 - June 30, 2008 ..... $19.50 $67,562.63 $810,751.50

July 1, 2008 - June 30, 2009 ..... $20.00 $69,295.00 $831,540.00

July 1, 2009 - June 30, 2010 ..... $20.50 $71,027.38 $852,328.50

July 1, 2010 - June 30, 2011 ..... $21.00 $72,759.75 $873,117.00

July 1, 2011 - May 31, 2012 ...... $21.50 $74,492.13 $893,905.50

</TABLE>

* If Tenant is not in Default under the Lease on the date any such

installment is due, each of the first four (4) monthly installments of Base

Rent due under the Lease shall be abated in full and shall not be payable

by Tenant, subject to the terms of Section 22 of the Lease.

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TERMS AND CONDITIONS

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,

the premises (hereinafter referred to as the "Premises") described in the

Schedule appearing at the beginning of this Lease (hereinafter referred to as

the "Schedule") and designated on the plan attached hereto as Exhibit A, subject

to the covenants, terms, provisions and conditions of this Lease.

1. TERM

The term of this Lease (hereinafter referred to as the "Term") shall

commence on the Commencement Date and shall end on the Termination Date

each as provided in the Schedule, unless sooner terminated as provided

herein.

2. BASE RENT

Tenant shall pay to Landlord at P.O. Box 8000, Department 794, Buffalo, New

York 14267, or at such other place as Landlord or Landlord's agent may from

time to time designate in writing, in currency which, at the time of

payment, is legal tender for private or public debts in the United States

of America, the applicable annual Base Rent set forth in Schedule 1 payable

in equal monthly installments in the applicable amounts set forth in

Schedule 1 in advance on or before the first day of each and every month

during the Term without demand and without any abatement, setoff or

deduction whatsoever, except as specifically set forth in this Lease. Such

Base Rent shall be escalated on each anniversary of the Commencement Date

as set forth in Schedule 1. Each period of twelve (12) months beginning on

the Commencement Date or on any anniversary thereof and ending on the day

before the following anniversary of the Commencement Date or on the

Termination Date, as the case may be, is hereinafter referred to as a

"Lease Year." Any Base Rent payable for a partial month at the beginning of

the Term shall be paid on the first day of the first full calendar month of

the Term. Any Base Rent payable for a partial month at the end of the Term

shall be paid on the first day of such month.

3. ADDITIONAL RENT

In addition to paying the Base Rent specified in Section 2 hereof, Tenant

shall pay as "Additional Rent" the amounts described in this Section 3.

Such Additional Rent paid by Tenant and other tenants in the Building shall

reimburse Landlord for all expenses of owning, operating and maintaining

the Land and the Building, except as expressly excluded below, and shall

permit Landlord to receive the Base Rent as "net" rent. The Base Rent and

the Additional Rent and all other amounts due under this Lease are herein

collectively referred to as the "Rent." All Additional Rent shall be

payable for the same periods and in the same manner, time and place as the

Base Rent is to be paid. Without limitation on other obligations of Tenant

which shall survive the expiration of the Term, the obligations of Tenant

to pay Additional Rent shall survive the expiration of the Term. For any

Calendar Year which is not wholly included in the Term, Tenant shall be

obligated to pay only a pro rata share of the Additional Rent for such

Calendar Year, based on the number of days of the Term falling within such

Calendar Year. Except as specifically provided in this Lease, Rent shall be

paid without abatement, deduction or set off of any kind, it being the

intention of the parties that, to the full extent permitted by

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law, Tenant's covenant to pay Rent shall be independent of all other

covenants contained in this Lease.

(a) CERTAIN DEFINITIONS. As used in this Lease, the terms:

(i) "Base Year" shall mean Calendar Year 2006.

(ii) "Calendar Year" shall mean each calendar year in which any part

of the Term falls, through and including the year in which the

Term expires.

(iii) "Operating Expenses" shall mean all expenses, costs and

disbursements of every kind and nature (determined for the

applicable Calendar Year on an accrual basis) paid or incurred by

Landlord or its managing agent in connection with the ownership,

management, operation, maintenance and repair of the Land and

Building (including, without limitation, the cost of providing

electricity for lighting the Premises as provided in Subsection

6(a)(ii) below and other office space), except the following:

A. Taxes (as hereinafter defined);

B. Costs of capital improvements to any tenant's premises;

C. Principal or interest payments on loans secured by mortgages

or trust deeds on the Building or Land or rent payable on

any ground lease of the Land;

D. Costs of capital improvements to the Building, except that

Operating Expenses shall include (1) the costs of any

capital improvement completed during the Term which is

intended to reduce any component of Operating Expenses and

(2) the costs of any capital improvement which is made by

Landlord to keep the Land or Building in compliance with all

governmental rules and regulations applicable from time to

time thereto, in each case as evenly amortized over the

useful life of each such capital improvement with interest

on the unamortized amount at the greater of (A) ten percent

(10%) per annum or (B) two percent (2%) per annum above the

"prime rate" or "corporate base rate" announced from time to

time by a major Chicago bank selected by Landlord (the

"Prime Rate") (but in no event at a rate which is more than

the highest lawful rate allowable in the State of Illinois);

E. Costs of utilities and other services provided to and used

in the operation of the retail stores in the Building,

including tourist retail stores, provided that the costs of

operating and maintaining the common areas adjoining such

retail stores shall be included in Operating Expenses; and

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F. Costs and expenses incurred in connection with leasing space

in the Building, such as leasing commissions and advertising

and promotional expenses;

G. Costs incurred in connection with the parking garage;

H. Any costs paid to Landlord's management agent which are in

excess of customary market amounts for other Class A office

buildings in downtown Chicago;

I. Costs of repairs, alterations or replacements caused by

casualty losses or other events to the extent Landlord

receives insurance reimbursement;

J. All material costs, interests and fines arising by reason of

the violation by Landlord of any legal requirement

applicable to the Building.

(iv) "Taxes" shall mean taxes levied, assessed, imposed or accruing

during the Term (or which Landlord is obligated to pay on behalf

of any other person or entity having any interest in the Land or

the Building) in connection with the Land, the Building, the

operation thereof or any rights or responsibilities related

thereto. "Taxes" shall include without limitation: (a) real

estate taxes and assessments, special or otherwise, levied,

assessed, imposed or accruing during the Term upon the Land or

Building; (b) any tax, assessment, charge or fee which is imposed

in substitution for, or in lieu of an increase in, such real

estate taxes; (c) a tax on gross rents or leases or any income or

franchise tax based on Landlord's income from the Land and

Building which taxes such income in a different manner than

income from sources other than the ownership and operation of

income-producing real estate, which is substantively the

functional equivalent of a tax on gross rents or leases, but is

called by another name; or (d) a tax on the development of real

estate or the construction or improvement of buildings or

premises therein. Taxes shall also include, in the year paid, all

fees for consultants and attorneys and all other costs incurred

by Landlord in seeking to obtain a reduction of, or a limit on

the increase in, any Taxes, regardless of whether any reduction

or limitation is obtained. Taxes shall not include any

inheritance, estate, succession, transfer, gift, franchise, or

capital stock tax or any current state or federal income taxes or

any income taxes other than those described above. With respect

to any Taxes which include assessments against income or property

not related to the Land or Building, Taxes shall include only

that portion of such Taxes which would be payable if the Land and

Building and all rights related thereto were the only assets of

Landlord. Taxes shall not include interest or penalties arising

as a result of a late payment, except to the extent such late

payment is due to the default of Tenant hereunder.

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(b) EXPENSE ADJUSTMENT. Tenant shall pay to Landlord or Landlord's agent

as Additional Rent, an amount ("Expense Adjustment Amount") equal to

Tenant's Proportionate Share of the amount of Operating Expenses plus

Tenant's pro rata share of the special allocation of Variable

Operating Expenses (as defined in Section 3(c)) in excess of Operating

Expenses and Variable Operating Expenses for the Base Year incurred

with respect to each Calendar Year or any portion thereof. The Expense

Adjustment Amount with respect to each Calendar Year shall be paid in

monthly installments during that Calendar Year in an amount reasonably

estimated from time to time by Landlord and communicated by written

notice to Tenant. Landlord shall cause to be kept books and records

showing Operating Expenses in accordance with an appropriate system of

accounts and accounting practices consistently maintained. Following

the close of each Calendar Year, Landlord shall compute the Expense

Adjustment Amount for that Calendar Year based on the Operating

Expenses (and any special allocation of Variable Operating Expenses)

for that Calendar Year and shall deliver to Tenant a statement of the

Expense Adjustment Amount plus a statement of all estimated

installments paid by Tenant with respect to that Calendar Year. Tenant

shall pay to Landlord any deficiency shown by such statement within

thirty (30) days after Tenant receives the statement. If the

installments paid exceed the amounts due, Landlord shall either credit

the excess against payments next due to Landlord from Tenant hereunder

or at Landlord's option, and if Tenant is not then in default

hereunder, refund the excess to Tenant no later than thirty (30) days

thereafter. The foregoing obligations of Landlord and Tenant shall

survive the expiration of the Term. Delay in computation of the

Expense Adjustment Amount shall not be deemed a default hereunder or a

waiver of Landlord's right to collect the Expense Adjustment Amount;

provided, however, that Landlord shall compute such Expense Adjustment

Amount not later than twelve (12) months following the close of such

Calendar Year. Each annual statement of Operating Expenses shall

itemize Operating Expenses in a reasonably detailed manner and shall

separately state, and show the basis for calculation of, the amount of

any amortization of capital expenditures included in Operating

Expenses as provided above and any allocation of Variable Operating

Expense as provided below. Tenant shall have the right to cause to be

audited, by a firm of independent public accountants (not paid on a

contingency basis) designated by Tenant and satisfactory to Landlord,

Landlord's records in respect of Operating Expenses, the cost of which

shall be borne by Tenant unless it is demonstrated that Landlord has

overstated Tenant's Expense Adjustment Amount by more than 3%, in

which case Landlord shall bear the cost of such audit. The results of

such audit shall be deemed final and conclusive as to Landlord and

Tenant and any amounts due from Landlord or Tenant to the other as

indicated by the written report of such audit shall be paid within

thirty (30) days after the receipt by Landlord and Tenant of such

report. Unless such an audit is commenced within 90 days after

Tenant's receipt of the statement for a Calendar Year, such statement

shall be deemed final and conclusive as to Tenant. Tenant's right to

audit shall not reduce or defer Tenant's obligation to pay the amounts

shown on any such statement when due, subject to readjustment as

described above. All information obtained by Tenant in connection with

such audit shall be utilized by Tenant on a confidential basis and

shall not be shared with other tenants in the Building.

<PAGE>

Term less than ninety-five percent (95%) of the then current office

space in the Building is occupied, at Landlord's option those

components of Operating Expenses which vary with occupancy ("Variable

Operating Expenses") shall be removed from general Operating Expenses

and allocated to the portion of the office space in the Building which

is actually occupied and generating such components of Operating

Expenses. This special allocation shall be made on a pro rata basis

over the occupied office space in the Building, based on both the

comparative Rentable Areas of the Building which are occupied and the

portion of the Calendar Year during which the portions of the Building

were occupied. For purposes of this Section, Variable Operating

Expenses shall mean janitorial services, electricity for overhead

lighting, HVAC costs and elevator maintenance costs. Operating

Expenses which do not vary with occupancy, such as public liability

insurance and lobby maintenance will continue to be allocated on a pro

rata basis over the office space in the Building whether or not

occupied and Tenant shall only be responsible for Tenant's

Proportionate Share of those Operating Expenses.

(d) TAX ADJUSTMENT. Tenant shall pay to Landlord or Landlord's agent as

Additional Rent, an amount ("Tax Adjustment Amount") equal to Tenant's

Proportionate Share of the amount of Taxes in excess of Taxes for the

Base Year incurred with respect to each Calendar Year or any portion

thereof. The Tax Adjustment Amount with respect to each Calendar Year

shall be paid in monthly installments during that Calendar Year in an

amount reasonably estimated from time to time by Landlord and

communicated by written notice to Tenant. If Taxes for any Calendar

Year are payable in whole or in part before the end of that Calendar

Year, Tenant shall, within thirty (30) days after the written request

of Landlord, promptly pay Tenant's Proportionate Share of the payment

as a special installment, after deducting installments previously paid

by Tenant under this Section 3(d) for such Calendar Year. Following

the final payment of Taxes for each Calendar Year, Landlord shall

compute the Tax Adjustment Amount for that Calendar Year and deliver

to Tenant a statement of the Tax Adjustment Amount plus a statement of

all estimated installments paid by Tenant for that Calendar Year.

Tenant shall pay to Landlord any deficiency shown by the statement

within thirty (30) days after Tenant receives the statement. If the

installments paid exceed the actual amount due, Landlord shall either

credit the excess against payments next due to Landlord from Tenant

hereunder or at Landlord's option, and if Tenant is not then in

default hereunder, refund the excess to Tenant no later than thirty

(30) days thereafter. The amount of any refund of Taxes received by

Landlord shall be credited against Taxes for the year in which such

refund is received. The foregoing obligations of Landlord and Tenant

shall survive the expiration of the Term. In determining the amount of

Taxes for any Calendar Year, the amount of special assessments to be

included shall be limited to the amount of the installment (plus any

interest payable thereon) of the special assessment required to be

paid during that year as if Landlord had elected to have the special

assessment paid over the maximum period of time permitted by law. All

references to Taxes "for" a particular year shall be deemed to refer

to Taxes levied or assessed for the year without regard to when such

Taxes are paid or

<PAGE>

payable. Delay in computing the Tax Adjustment Amount shall not be

deemed a Default hereunder or a waiver of Landlord's right to collect

the Tax Adjustment Amount; provided that Landlord shall provide a

final statement of Taxes for a Calendar Year no later than twelve (12)

months after the due date of the final installment of Taxes for such

Calendar Year.

4. USE OF THE PREMISES

(a) RESERVED AREAS. This Lease does not give Tenant any right to use, and

Landlord hereby excludes and reserves for its sole and exclusive use,

subject to Tenant's express rights hereunder, the following areas in

and about the Premises: janitor closets, stairways and stairwells,

fan, mechanical, electrical, telephone and similar rooms (other than

those installed for Tenant's exclusive use); elevator, pipe and other

vertical shafts, flues and ducts; all areas above the acoustical

ceiling (except that Tenant may use the areas above the acoustical

ceiling for conduit, provided such conduit is encased, meets all codes

and is otherwise reasonably approved by Landlord and Landlord's

architect) and below the finished floor covering installed in the

Premises; all other structural or mechanical elements serving other

areas of the Building; and all subterranean, mineral, air, light and

view rights.

(b) PERMITTED USE. Tenant shall use and occupy the Premises solely for the

purposes set forth in the Schedule and for no other purpose.

part of the Premises for any purpose prohibited by law. Tenant shall,

at its sole expense, comply with and conform to all of the

requirements of all governmental authorities having jurisdiction over

the Building which relate in any way to the condition, use and

occupancy of the Premises throughout the entire Term of this Lease.

Nothing in this Section 4(c) shall be construed to require Tenant to

modify the Building structure or systems except if the need for such

modifications is caused by Tenant's use of the Premises other than for

general office use.

5. POSSESSION

(a) POSSESSION OF THE PREMISES. Tenant is in occupancy of the Premises.

Tenant acknowledges and agrees that the Premises are in good order and

satisfactory condition.

6. SERVICES

(a) LIST OF SERVICES. So long as Tenant is not in Default under any

covenant or condition of this Lease, Landlord shall provide the

following services on all days during the Term, except Saturdays,

Sundays and Holidays (herein defined to be New Year's Day, Memorial

Day, Fourth of July, Labor Day, Thanksgiving Day. and Christmas Day),

unless otherwise stated:

(i) Heating and air conditioning in the Premises from Monday through

Friday, from 8 a.m. to 6 p.m. and on any Saturday which is not a

Holiday from 8 a.m. to 1 p.m. Landlord will operate the system of

distribution

<PAGE>

ducts, supply registers and diffusers, return grilles and

associated fixtures to provide in the Premises as currently

partitioned, heating and air conditioning with capacity to

provide the following results during the business hours set forth

above; which heating and air conditioning shall, within

tolerances normal in first class office buildings in downtown

Chicago, be capable of providing the following: (a) air

conditioning which shall be capable of maintaining inside space

conditions of seventy-eight degrees (78 Degrees) Fahrenheit dry

bulb and fifty percent (50%) relative humidity when outside

conditions are ninety-two degrees (92 Degrees) Fahrenheit dry

bulb and seventy-five degrees (75 Degrees) Fahrenheit wet bulb

and (b) heating which shall be capable of maintaining inside

space conditions of not less than seventy-two degrees

(72 Degrees) Fahrenheit when outside air temperatures are not

less than minus ten degrees (-10 Degrees) Fahrenheit and not more

than sixty-five degrees (65 Degrees) Fahrenheit. The foregoing is

based upon occupancy density of not more than one (1) person per

hundred (100) square feet of floor area, and a maximum electric

lighting and office machine load of five (5) watts per square

foot of floor area.

Tenant will pay for all heating and air conditioning requested

and furnished prior to or following such hours at rates to be

established from time to time by Landlord. Landlord's obligations

with respect to heating and air conditioning are subject to all

governmental rules, regulations and guidelines applicable

thereto. The current rate for after hours HVAC is $109 per hour

per floor. Such rate is subject to change from time to time.

Wherever heat generating machines or equipment are used by Tenant

in the Premises, which affect the temperature otherwise

maintained by the air-cooling system, or where the configuration

and placement of such equipment creates a per square foot heat

load above what would be considered normal for office use,

Landlord reserves the right to install supplementary

air-conditioning units in the Premises and the expense of

installation, operation and maintenance of any such supplementary

units shall be paid by Tenant to Landlord as Additional Rent.

(ii) Electricity solely for the lighting fixtures in the Premises of

up to three (3) watts per square foot of rentable area within the

Premises, together with adequate electrical wiring and facilities

to the Premises for standard building lighting fixtures and for

Tenant's incidental uses. Distribution within the Premises is at

Tenant's expense, although Tenant may use any existing conduit

system within the Premises. All electricity used in the Premises

other than for lighting fixtures shall be separately metered by a

meter or meters to be installed at Landlord's expense. Tenant

agrees to pay for such electricity directly to the utility

providing such electricity. Tenant shall bear the cost of

providing all light fixtures and replacement of all lamps, tubes,

ballasts and starters for lighting fixtures. With respect to such

incidental uses, adequate electrical wiring and facilities will

be furnished up to the meter in the Premises by Landlord,

provided that: (a) the connected electrical load of the

incidental use equipment does not

<PAGE>

exceed an average of two (2) watts per square foot of rentable

area within the Premises; (b) the electricity for incidental uses

will be at a nominal one hundred twenty (120) volts and no

electrical circuit for the supply of such incidental use will

have a current capacity exceeding twenty (20) amperes with a load

not exceeding sixteen (16) amperes; and (c) such electricity will

be used only for equipment and accessories normal to office

usage. If Tenant's requirements for electricity for incidental

uses exceed those set forth in the preceding sentence, Landlord

reserves the right to require Tenant to install the conduit,

wiring and other equipment necessary to supply electricity for

such excess incidental use requirements at Tenant's expense by

arrangement with Commonwealth Edison Company or another approved

local utility. If Tenant's actual usage of electricity for

lighting exceeds two (2) watts per square foot, then Landlord may

charge and collect from Tenant a fee for such excess usage, the

amount of such fee to be determined by Landlord. With respect to

electricity for lighting, electricity for two hundred sixty (260)

hours of lighting per month will be provided by Landlord as part

of Operating Expenses. Tenant shall be billed monthly for all

overtime hours of lighting in excess of two hundred sixty (260)

hours per month.

(iii) City water from the regular Building outlets for drinking,

lavatory and toilet purposes. Upon execution by Landlord and

Tenant of the "Condenser Water Addendum" attached hereto as

Exhibit E, Landlord agrees to make available to Tenant

supplemental condenser water as therein provided. If Landlord and

Tenant have not executed the Condenser Water Addendum, then

Landlord shall not have any obligation to provide Tenant with

supplemental condenser water.

(iv) Janitorial services as generally provided in first-class office

buildings in downtown Chicago.

(v) Window washing of the inside and outside of those windows in the

Building's perimeter walls which are situated in the Premises,

weather permitting, at intervals to be determined by Landlord,

but in no event less than two (2) times per Calendar Year with

respect to the inside of said windows and no less than three (3)

times per calendar year with respect to the outside of said

windows.

(vi) Adequate automatic passenger elevator service. Tenant shall have

access to the Building 24 hours a day, 7 days a week, 365 days a

year, subject to the other terms and conditions of this Lease.

(vii) Freight elevator services, Monday through Friday only, from 7

a.m. to 5 p.m. from the first lower level of the Building to the

level on which the Premises are located, subject to reasonable

scheduling by Landlord. The use of freight elevators shall be

subject to reasonable regulations promulgated by Landlord from

time to time.

<PAGE>

(viii) Receiving room and loading dock services, on any Monday through

Friday which is not a Holiday, from 8 a.m. to 4 p.m., subject to

reasonable scheduling by Landlord. The use of the receiving room

and loading dock shall be subject to reasonable regulations

promulgated by Landlord from time to time.

(ix) Tenant shall be provided with one (1) line on the Building

directory for each 1,000 square feet of rentable area in the

Premises.

(b) INTERRUPTION OF SERVICES. Except for the limited abatement of Rent

upon a fire or casualty described in Section 11 and except as

expressly provided in this Section 6(b), Tenant agrees that Landlord

shall not be liable in damages, by abatement of Rent or otherwise, for

failure to furnish or delay in furnishing any service, or for any

diminution in the quality or quantity thereof, when such failure or

delay or diminution is occasioned, in whole or in part, by repairs,

replacements, or improvements, by any strike, lockout or other labor

trouble, by inability to secure electricity, gas or other fuel, or

water, at the Building after reasonable effort so to do, by any

accident or casualty whatsoever, by act or default of Tenant or other

parties, or by any cause beyond Landlord's reasonable control. Except

in cases of emergency, Landlord shall give Tenant reasonable prior

notice of any delay or diminution in any service and shall use

reasonable efforts to minimize any inconvenience to Tenant where such

delay or diminution is the result of Landlord's voluntary actions.

Such failures or delays or diminution shall never be deemed to

constitute an eviction or disturbance of Tenant's use and possession

of the Premises or relieve Tenant from paying Rent or performing any

of its obligations under this Lease. If Landlord ceases to furnish any

of the services referred to in this Section 6 or such ---------

services are interrupted, and if (i) such cessation does not arise as

a result of an act or omission of Tenant, (ii) such cessation does not

arise as a result of a matter or condition affecting two or more city

blocks, such as a city-wide power outage, (iii) as a result of such

cessation, the Premises or any material portion thereof is rendered

untenantable (meaning for the purposes of this Section 6(b) a lack of

elevator access or Tenant's inability to use the -------------

Premises or such material portion thereof in the normal course of its

business) and Tenant in fact so ceases to use the Premises or such

material portion thereof for the normal conduct of its business, and

(iv) such cessation continues for a period of five (5) business days,

then, the Rent payable hereunder shall be equitably abated based upon

the percentage of the space in the Premises so rendered untenantable

and not being used by Tenant. The foregoing abatement of Rent shall

become effective as of the first business day following the day the

Premises or such material portion thereof becomes untenantable and

Tenant ceases to use such space for the normal conduct of its

business.

required to pay, from time to time hereunder, including but not

limited to hoisting services or after hours heating or air

conditioning 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 thirty (30) days after

such billing. If Tenant shall fail to make payment for any such

services within five (5) days following Landlord's

<PAGE>

written demand therefor (which demand shall be in addition to the

original billing therefor), Landlord may, without further notice to

Tenant, discontinue any or all of such additional services until

Tenant pays all amounts due, and such discontinuance shall not be

deemed to constitute an eviction or disturbance of Tenant's use and

possession of the Premises or relieve Tenant from paying Rent or

performing any of its other obligations under this Lease.

(d) ENERGY/NATURAL RESOURCES CONSERVATION. Notwithstanding anything to the

contrary in this Section 6 or elsewhere in this Lease, Landlord shall

have the right to institute such policies, programs and measures as

may be reasonably necessary for the conservation, recycling and/or

preservation of energy and natural resources or energy or natural

resource related services, or as may be required to comply with any

applicable codes, rules and regulations, whether mandatory or

voluntary. Any such voluntary policies, programs and measures taken by

Landlord shall not materially adversely affect the level of services

provided to Landlord pursuant to this Section 6.

(e) BILLING FOR ELECTRICITY. Tenant shall pay for the use of the

electrical service to the Premises for incidental uses as described

above directly to the utility company supplying electricity to the

Premises based upon the existing separate metering and billing. Tenant

shall be billed directly by such utility company and Tenant agrees to

pay each bill promptly in accordance with its terms. In the event that

Tenant cannot be billed directly, Landlord shall forward to Tenant

each bill received by it with respect to such electrical usage in the

Premises and Tenant shall pay it promptly in accordance with its

terms.

(f) SECURITY. Landlord and Tenant recognize the existence of certain

societal problems which, depending on the circumstances at the time,

may necessitate the employment of certain security measures in the

day-to-day operation of the Premises and Building. Tenant hereby

agrees to the exercise by Landlord and its agents of such security

measures, including but not limited to, the search of all persons

entering or leaving the Building, the evacuation of the Building for

cause, suspected cause, or for drill purposes, the denial of any

access to the Building, and other similarly related actions that

Landlord deems necessary to prevent any threat of property damage or

bodily injury. Notwithstanding anything herein to the contrary, the

exercise of such security measures by Landlord and the resulting

interruption of service and/or cessation of Tenant's business, if any,

shall never be deemed an eviction or disturbance of Tenant's use and

possession of the Premises, or any part thereof, or render Landlord

liable to Tenant for any resulting damages, or relieve Tenant from

paying Rent or performing any of its obligations under this Lease. In

the event the Building is closed and Tenant is unable to (and ceases

to) conduct its business therein, and if (i) such cessation does not

arise as a result of an act or omission of Tenant, (ii) such cessation

does not arise as a result of a matter or condition affecting two (2)

or more city blocks, (iii) such cessation continues for a period of

five (5) business days, and (iv) Landlord's rent interruption

insurance covers the event causing the closing of the Building, then

Rent payable hereunder shall be equitably abated based upon the

percentage of space in the Premises rendered untenantable and not

being used by Tenant. The

<PAGE>

foregoing abatement of Rent shall become effective as of the first

business day following the day the Premises becomes untenantable and

Tenant ceases to use such space for the normal conduct of its

business.

Tenant agrees to cooperate with Landlord in complying with the

obligations set forth in the City of Chicago High Rise Building

Emergency Procedures Ordinance (the "Ordinance") and any and all

similar laws and ordinances and the rules and regulations promulgated

pursuant thereto and Tenant agrees to make the necessary personnel of

Tenant available to fulfill the "tenant" obligations under the

aforesaid Ordinance, including, without limitation, those of the Fire

Wardens and Emergency Evacuation Teams (as such terms are defined in

the Ordinance).

7. REPAIRS

(a) Landlord shall, as part of Operating Expenses, keep the common areas

of the Building (including, without limitation, all concourses,

pedestrian passageways, elevator lobbies and restrooms on multi-tenant

floors), the roof, foundation, structural elements of the Building and

those portions of the mechanical, electrical, plumbing, HVAC, life

safety, and other systems serving both the Premises and other areas of

the Building in good order, repair and condition, including

replacement or repair of all damaged or broken fixtures and

appurtenances, at all times during the Term.

(b) Except as provided in Paragraph 7(a) above, Tenant will, at Tenant's

own expense, keep the Premises in good order, repair and condition at

all times during the Term, subject to reasonable wear and tear, and

Tenant shall promptly and adequately repair all damage to the Premises

and replace or repair all damaged or broken fixtures and appurtenances

included in the Premises, under the supervision and subject to the

approval of the Landlord, and within any reasonable period of time

specified by the Landlord. If Tenant does not do so, Landlord may, but

need not, after written notice to Tenant make such repairs and

replacements, and Tenant shall pay Landlord the reasonable cost

thereof plus a coordination fee payable to Landlord in connection with

each such repair and/or replacement equal to: (i) fifteen percent

(15%) of the actual total cost of any such repair or replacement

costing $10,000 or less; (ii) ten percent (10%) of the actual total

cost of any such repair or replacement costing more than $10,000 but

less than or equal to $20,000; and (iii) five percent (5%) of the

actual total cost of any such repair or replacement costing in excess

of $20,000. Tenant shall pay such costs and fee within twenty (20)

days after being billed therefor. Landlord may, but shall not be

required to, enter the Premises at all reasonable times to make such

repairs, alterations, improvements, installations and additions to the

Premises or to the Building or to any equipment located in the

Building as Landlord shall desire or deem necessary or as Landlord may

be required to do by governmental authority or court order or decree.

Landlord shall, except in the event of emergency, give reasonable

advance written notice of any such entry, which notice shall describe

the nature, extent and duration of the proposed work. Landlord shall

use reasonable efforts to minimize any interference with Tenant's

business.

<PAGE>

8. ADDITIONS AND ALTERATIONS

(a) Tenant shall not, without the prior written consent of Landlord, make

any alterations, improvements, installations or additions to the

Premises, which involve or affect the mechanical, electrical,

structural, life safety or other common systems of the Building. If

Tenant desires to perform decorating, painting or other work in the

Premises which does not involve or affect such systems, Tenant shall

provide Landlord with prior written notice thereof generally

describing the work to be done. Landlord shall notify Tenant of its

consent to any alterations, improvements, installations or additions

which require Landlord's consent as soon as reasonably possible after

Tenant's notice to Landlord of Tenant's intention to perform such work

on the Premises. Landlord's consent shall not be withheld, conditioned

or delayed (in each case, except as otherwise provided in this Lease)

so long as such alterations, improvements, installations and additions

(i) are consistent with the permitted uses of the Premises set forth

in the Schedule to the Lease, (ii) do not adversely affect the

mechanical, electrical, structural, life safety or other common

systems of the Building, (iii) are in compliance with all applicable

laws and other governmental or insurance company rules and

regulations, and (iv) are not in conflict in any respect with

Landlord's own contracts, contractor or union agreements. If Landlord

consents to said alterations, improvements, installations or

additions, it may impose such conditions with respect thereto as

Landlord deems appropriate, including, without limitation, requiring

Tenant to furnish Landlord with security for the payment of all costs

to be incurred in connection with such work if such amount exceeds

$500,000, insurance against liabilities which may arise out of such

work, plans and specifications plus permits necessary for such work

and, following completion, "as-built" drawings showing the actual

location of said alterations, improvements, installations and

additions. All work performed by Tenant shall be done in accordance

with the Tenant/Contractor and Vendor Guidelines attached hereto as

Exhibit B. That portion of any alterations, improvements,

installations or additions to the Premises which involves or affects

the mechanical, electrical, structural, life safety or other common

systems of the Building shall be done at Tenant's expense by

contractors hired by Landlord and selected by Tenant from Landlord's

list of approved contractors which list shall include at least three

(3) contractors for each trade who shall competitively price such

work. Any other portions of such work may be performed at Tenant's

expense by contractors hired and selected by Tenant, provided such

contractors are approved in advance by Landlord, such approval not to

be unreasonably withheld or delayed. Landlord shall not unreasonably

delay or interfere with the performance of such work. Tenant shall

promptly pay to Landlord or the Tenant's contractors, as the case may

be, when due, the cost of all such work plus, in all cases requiring

Landlord's consent, reimbursement to Landlord for all actual

out-of-pocket expenses incurred by Landlord (including reasonable

charges for time spent by employees of Landlord or its agents) in

connection with such improvement, installation, alteration and/or

addition. Tenant shall pay such costs within thirty (30) days after

being billed therefor.

(b) All alterations, improvements, installations and additions to the

Premises, whether temporary or permanent in character, made or paid

for by Landlord or Tenant, shall without compensation to Tenant become

Landlord's property at the

<PAGE>

termination of this Lease by lapse of time or otherwise and shall,

unless Landlord is entitled to and does request their removal (in

which case Tenant shall remove the same as provided in Section 16), be

relinquished to Landlord in good condition, ordinary wear and damage

resulting from fire or other casualty excepted. Landlord shall not be

entitled to request that Tenant remove any alterations, improvements,

installations and additions to the Premises, unless Landlord has

notified Tenant in writing, pursuant to Tenant's prior written request

given in connection with the approval of plans for such items, that

Landlord will reserve the right to require Tenant to remove such

alterations, improvements, installations and additions to the

Premises.

9. COVENANT AGAINST LIENS

Tenant has no authority or power to cause or permit any lien or encumbrance

of any kind whatsoever, whether created by act of Tenant, operation of law

or otherwise, to attach to or be placed upon Landlord's ti

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