SECOND AMENDMENT TO LEASE

EXHIBIT 10.1

SECOND AMENDMENT TO LEASE

     THIS SECOND AMENDMENT TO LEASE (this “ Second Amendment ”) is made and entered into as of the 20 ^th day of February 2008 by and between BOLINGBROOK INVESTORS, LLC, an Illinois limited liability company (“ Landlord ”), and ULTA SALON, COSMETICS AND FRAGRANCE, INC., a Delaware corporation (“ Tenant ”).

W I T N E S S E T H:

     WHEREAS, Landlord and Tenant entered into that certain Office Lease dated as of April 17, 2007, as amended by that certain Amendment to Lease dated November 2007 and that certain Letter Agreement dated January 7, 2008 (collectively, the “ Lease ”) with respect to certain premises consisting of approximately 82,468 square feet of Rentable Area (the “ Premises ”) which are located in the building known as 1000 Remington Boulevard, Bolingbrook, Illinois, all as more specifically described in the Lease.

     WHEREAS, the Commencement Date of the Lease was September 1, 2007.

     WHEREAS, Landlord and Tenant desire to amend the Lease to provide for the covenants and agreements as set forth in this Second Amendment; and all outstanding obligations of the parties under the Lease, not specifically modified in this Second Amendment shall continue until satisfied.

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

     1.  Defined Terms . All capitalized terms used in this Second Amendment, shall have the same meaning as in the Lease, unless otherwise expressly defined in this Second Amendment.

     2.  Abatement . Section 1(a) of the Lease is hereby deleted in its entirety and the following is hereby inserted in its stead:

“ Abatement ”: Subject to Section 4(b) and provided no Default exists by Tenant, Base Rent and Additional Rent shall be abated with respect to the Phase I Premises (as defined below) for the first Lease Year of the Initial Term (ie. from September 1, 2007 through August 31, 2008); Base Rent and Additional Rent shall be abated with respect to the Phase II Premises (as defined below) for the first twelve (12) months following the Phase II Commencement Date (as defined below), and Base Rent and Additional Rent shall be abated with respect to the Phase III Premises (as defined below) for the first twelve (12) months following the Phase III Commencement Date (as defined below).

     3.  Base Rent . Section 1(b) of the Lease is hereby deleted in its entirety and the following is hereby inserted in its stead.

“ Base Rent ”: The monthly amounts payable with respect to the Premises for the time periods indicated, including application of the Abatement, as follows:

							Monthly				Monthly				Monthly
			Annual				Base Rent				Base Rent				Base Rent				Total
Lease Year			Base Rent				Phase I				Phase II				Phase III				Monthly				Total Annual
Initial Term			Per S.F.				(39,355 s.f.)				(4,806 s.f.)				38,307 s.f.)				Base Rent				Base Rent
9-1-07 to 8-31-08			$	17.50			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00
9-1-08 to 2-28-09			$	18.00			$	59,032.50			$	0.00			$	0.00			$	59,032.50				N/A
3-1-09 to 8-31-09			$	18.00			$	59,032.50			$	7,209.00			$	0.00			$	66,241.50				N/A
9-1-09 to 1-31-10			$	18.50			$	60,672.29			$	7,409.25			$	0.00			$	68,081.54				N/A
2-1-10 to 8-31-10			$	18.50			$	60,672.29			$	7,409.25			$	59,056.63			$	127,138.17				N/A
9-1-10 to 8-31-11			$	19.00			$	62,312.08			$	7,609.50			$	60,652.75			$	130,574.33			$	1,566,892.00
9-1-11 to 8-31-12			$	19.50			$	63,951.88			$	7,809.75			$	62,248.88			$	134,010.51			$	1,608,126.12
9-1-12 to 8-31-13			$	20.00			$	65,591.67			$	8,010.00			$	63,845.00			$	137,446.67			$	1,649,360.00
9-1-13 to 8-31-14			$	20.50			$	67,231.46			$	8,210.25			$	65,441.13			$	140,882.83			$	1,690,584.00
9-1-14 to 8-31-15			$	21.00			$	68,871.25			$	8,410.50			$	67,037.25			$	144,319.00			$	1,731,828.00
9-1-15 to 8-31-16			$	21.50			$	70,511.04			$	8,610.75			$	68,633.38			$	147,755.17			$	1,77,3062.00
9-1-16 to 8-31-17			$	22.00			$	72,150.83			$	8,811.00			$	70,229.50			$	151,191.33			$	1,814,296.00
9-1-17 to 8-31-18			$	22.50			$	73,790.63			$	9,011.25			$	71,825.63			$	154,627.50			$	1,855,530.00

      Renewal Terms : As determined pursuant to Section 30 of the Lease.”

     In the event of a Default by Tenant during any period of Abatement which remains uncured, then for the purpose of calculating Landlord’s damages, the Base Rent shall be calculated as if there was no further Abatement from the date of the Default.

     4.  Premises . Section 1(l) of the Lease is hereby deleted in its entirety and the following is hereby inserted in its stead:

“ Premises ”: The area indicated on Exhibit A on the first and second floors of Section A of the Building, deemed, for purposes of this Lease, to consist of 82,468 square feet of Rentable Area, comprised of 39,355 square feet of Rentable area on the first floor of the building (the “ Phase I Premises ”; 4,806 square feet of Rentable Area on the first floor of the Building (the “ Phase II Premises ”); provided, however, that, the Phase II Premises shall not constitute a part of the Premises until March 1, 2008 (the “ Phase II Commencement Date ”), and 38,307 square feet of Rentable Area on the second floor of the Building (the “Phase III Premises ”); provided, however, that the Phase III Premises shall not constitute a part of the Premises until February 1, 2009 (the “ Phase III Commencement Date ”).

     5.  Tenant’s Proportionate Share . Section 1(o) of the Lease is hereby deleted in its entirety and the following is hereby inserted in its stead.

“ Tenant’s Proportionate Share ”: The percentage determined as described in Exhibit C . Without limitation of the foregoing, as the date hereof, Tenant’s Proportionate Share is

acknowledged initially to be 7.18%, to be increased to 8.06% as of the Phase II Commencement Date , and to be further increased to 15.05% as of the Phase III Commencement Date.”

     6.  Landlord’s Work . Exhibit B, Section 1 shall be amended to provide that Landlord shall complete the Landlord’s Work (as defined in the Lease) as follows: (a) prior to April 1, 2008, Landlord shall construct a demising partition approximately 50 to 60 lineal feet near the southwest corner of the Premises on the first floor to create a public corridor; and (ii) at least ninety (90) days prior to the Phase III Commencement Date, Landlord shall construct a new demising partition approximately 30 to 40 feet near the north end of the Premises on the second floor which will provide Tenant with access to the stairwell and washrooms.

     7.  Delivery of Phase II Premises and Phase III Premises . Notwithstanding anything to the contrary in the Lease (including, without limitation, Exhibit B, Paragraph 1) or this Second Amendment, Landlord shall delivery possession of the Phase II Premises to Tenant as of the Phase II Commencement Date, and Landlord shall delivery possession of the Phase III Premises to Tenant as of the Phase III Commencement Date.

     8.  Certain Common Areas . The second paragraph of Section 37 of the Lease is hereby deleted in its entirety and the following is hereby inserted in its stead:

“In additional to the Building Conference Room, Tenant shall be entitled to the non-exclusive use of the first floor conference room adjacent to the cafeteria, the two (2) conference rooms in the property management office on the second floor of the Building, and an additional conference room on the third floor of the Building as delineated on Exhibit A attached here to and made a part hereof (collectively, the “ Temporary Conference Rooms ”) without charge until the earlier of (a) substantial completion of the Tenant’s Work in the Phase II Premises (which Tenant’s Work shall commence no later than the week immediately following receipt by Tenant of all permits required from all governmental authorities necessary for performance of Tenant’s Work in the Phase II Premises) or (b) July 1, 2008. Notwithstanding anything to the contrary in the Lease or this Second Amendment, Tenant shall have the right to install a temporary door on the south wall of the Lobby until the South Wall Glass Door is installed. Tenant’s right to use the Temporary Conference Rooms shall terminate on July 1, 2008. Landlord shall be permitted to substitute the foregoing Temporary Conference Rooms with other conference rooms within the Building, at its reasonable discretion, upon reasonable notice to Tenant provided that the relative size and number of such substitute conference rooms is comparable to the Temporary Conference Rooms. With respect to any use of the Temporary Conference Rooms, Tenant shall be responsible for cleaning each such room after each use by Tenant.”

     9.  HR Temporary Premises .

     (a) Landlord shall provide Tenant with approximately 7,500 square feet on the third floor of the Building as set forth on Exhibit A attached hereto (the “ HR Temporary Premises ”), commencing on February 21, 2008 and continuing on a month-to-month basis, which term may be terminated by Tenant (but not Landlord) upon thirty (30) days prior written notice to Landlord (the “ HR Temporary Premises Term ”). Notwithstanding the foregoing, Tenant’s right to use the HR Temporary Premises shall not extend beyond the later of either (a) the date the Tenant’s Work in the Phase III Premises is Substantially Complete (but in no event later than June 12, 2009) or (b) February 1, 2009. Tenant shall at all times during the HR Temporary Premises Term have access through the Common Areas to the common area washrooms and elevator bank located on the third floor of the Building as more particularly set forth on Exhibit A attached hereto and made a part hereof.

     (b) Prior to February 21, 2008, Landlord, at its sole cost and expense, shall complete the following work with respect to the HR Temporary Premises (collectively, the “ Landlord HR Temporary Premises Work ”):

          (i) Landlord shall perform all work necessary to configure the HR Temporary Premises as set forth on the plan attached hereto and made a part hereof as Exhibit A-1 (the “ HR Temporary Premises Configuration Plan ”), including, without limitation, installation of all cubicles and furniture as depicted on the HR Temporary Premises Configuration Plan. Landlord shall make available to Tenant during the HR Temporary Premises Term furniture for the HR Temporary Premises from Landlord’s existing stock (“ Temporary Furniture ”). Landlord and Tenant shall compile a schedule of the Temporary Furniture which shall be mutually agreed to by Landlord and Tenant. Landlord and Tenant hereby acknowledge and agree that Landlord shall have no obligation to purchase any furniture for Tenant, and the Temporary Furniture shall at all times remain the property of Landlord.

          (ii) Landlord shall electrify all cubicles and conference rooms depicted on the HR Temporary Premises Configuration Plan.

          (iii) Landlord shall perform all work necessary to establish Tenant’s voice and data cabling in the HR Temporary Premises pursuant to and in accordance with the scope of work set forth on Exhibit A-2 attached hereto and made a part hereof (the “ IT Cabling Scope of Work ”). As part of the IT Cabling Scope of Work, the parties acknowledge that the third floor telephone/communications closet will be utilized, and such closet is within another tenant’s space. Landlord shall provide Tenant access 24 hours per day/7 days a week, provided however access shall be at all times coordinated throu