EXHIBIT 10.9

EMPLOYMENT AGREEMENT

Technology Solutions Company, a Delaware corporation doing business as TSC, and KELLY D. CONWAY ("Employee") enter into this Employment Agreement ("Agreement") as of January 19, 1996.

In consideration of the agreements and covenants contained in this Agreement, TSC and Employee agree as follows:

1. EMPLOYMENT DUTIES: TSC shall employ Employee as an Executive Vice President. Employee shall have such responsibilities, duties and authority as the President and Chief Executive Officer may reasonably designate and are commensurate with the position of Executive Vice President. Employee shall perform faithfully the duties assigned to him to the best of his ability and shall devote his full and undivided business time and attention to the transaction of TSC's business.

2. TERM OF EMPLOYMENT: The term of employment ("Term of Employment") covered by this Agreement shall commence as of the effective date of this Agreement and continue until terminated pursuant to Paragraph 3 below.

3. TERMINATION: This Agreement may be terminated as follows:

(a) TSC may terminate Employee's employment and this Agreement for any reason upon giving Employee 90 days notice of termination. TSC may make the termination effective at any time within the 90 day notice period ("Termination Date"). During this period Employee shall make a good faith effort to satisfy those professional obligations requested to be performed b TSC, which may include transferring duties and assisting in the transition of client responsibilities, including meeting with clients and transferring confidential material. TSC must, however, for a period of two years following the Termination Date, unless Employee is terminated for Serious Misconduct, continue Employee's base salary on the Termination Date ("Current Salary"); provide a bonus equal to the average annual bonus earned during the two years immediately preceding the termination ("Average Bonus") for each of the two years, payable each year when annual bonuses are paid; and continue his health insurance benefits until the end of the two year period or until Employee is re-employed, whichever comes first. (These payments are referred to collectively as "Termination Payments").

(b) TSC may terminate Employee's employment and this Agreement immediately without notice and with no salary and benefit continuation if Employee engages in "Serious Misconduct." For purposes of this Agreement, "Serious Misconduct" means embezzlement or misappropriation of corporate funds, other acts of dishonesty, significant activities materially harmful to TSC's reputation, or any significant violation of any statutory or common law duty of loyalty to TSC.

(c) If, following a Change in Control, Employee's title, position, salary, or benefits is reduced or Employee's duties or status is materially reduced, and Employee resigns within 90 days after the reduction becomes effective, or if Employee is ordered to relocate his residence for a period in excess of six months to any location outside of the metropolitan area where he resides when the Change in Control occurs and Employee declines and is terminated, Employee shall receive his Termination Payments. Notwithstanding anything to the contrary in any of Employee's stock option agreements. Employee's unvested TSC shares at option shall vest automatically upon a Change in Control. (A Change in Control is defined as (i) the acquisition by any individual, entity or group, of beneficial ownership (within the meaning of Rule 13 d-3 promulgated under the Securities Exchange Act of 1934) of 40% or more of the outstanding shares of the common stock of TSC; (ii) the approval of the stockholders of TSC of a merger, where immediately after the merger, persons who were the holders of a majority of TSC's outstanding common stock immediately prior to the merger fail to own at least a majority of the outstanding common stock of the surviving entity in substantially the same proportions as their holdings of TSC common stock immediately prior to the merger; or (iii) the sale of substantially all the assets of TSC other than to a corporation in which more than 60% of the outstanding shares are beneficially owned by the individuals and entities who are the beneficial owners of the Company stock prior to the acquisition.

(d) If Employee dies, TSC must continue Employee's Current Salary and health insurance benefits for a period of one year following the date of his death, and, in addition, provide an Average Bonus, all payable to Employee's estate. If Employee becomes permanently disabled and unable to continue to work at TSC, TSC must pay Employee's Current Salary, health insurance benefits and an Average Bonus, for a period of one year following the date Employee is declared permanently disabled.

(e) If either party materially breaches this Agreement and fails to cure the breach within 30 days after receiving notice of the breach from the breached party, the breached party may consider this Agreement as terminated by the breaching party.

(f) Employee may terminate his employment upon giving TSC 90 days notice. TSC may make the termination effective at any time within the 90 day notice period. During this period Employee shall make a good faith effort to satisfy those professional obligations requested to be performed by TSC, which may include transferring duties and assisting in the transition of client responsibilities, including meeting with clients.

(g) Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee provided for in this Agreement, together with any other payments which Employee has the right to receive from TSC or any corporation which is a member of an "affiliated group" as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Internal Revenue Code) of which TSC is a member, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code). the payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code; provided, however, that in determining whether any reduction in the payments under this Agreement pursuant to this sentence is necessary, the mutually agreed upon value for the non-compete provision as

determined by an outside expert shall be deducted from the value of the parachute payment. If after applying the value for the non-compete provision, a reduction in payment is still necessary, the Employee shall determine what portion of the parachute payment shall be reduced, and such determination shall be conclusive and binding on TSC with respect to its treatment of the payment for tax reporting purposes.

4. SALARY: As compensation for his services, TSC shall pay Employee a base salary of not less than the amount listed in Exhibit A to this Agreement. Employee's base salary shall be subject to annual review and may, at the discretion of TSC's management, be adjusted from that listed in Exhibit A according to Employee's responsibilities, capabilities and performance during the preceding year.

5. BONUS AND STOCK OPTIONS: Employee shall participate in TSC's Vice Presidents Compensation Program, as amended from time to time, which includes base salary, annual bonus, and equity.

6. EMPLOYEE BENEFITS: During the Term of Employment, Employee shall be entitled to participate in such employee benefit plans, including group pension, life and health insurance and other medical benefits, and shall receive all other fringe benefits as TSC may make available generally to its Vice Presidents.

7. BUSINESS EXPENSES: TSC shall reimburse Employee for all reasonable and necessary business expenses incurred by Employee in performing his duties. Employee shall provide TSC with supporting documentation sufficient to satisfy reporting requirements of the Internal Revenue Service and TSC. TSC's determination as to reasonableness and necessary shall be final.

8. NONCOMPETITION AND NONDISCLOSURE: Employee acknowledges that the successful development and marketing of TSC's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information ("Confidential Information") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC's legitimate business interests without unnecessarily or unreasonably restricting Employee's post-employment opportunities:

(a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC's Confidential Information;

(b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC's Chief Executive Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSC's competitors;

(c) Without limiting the obligations of Paragraph 8(b), Employee shall not, for himself or as an agent, partner or employee of any person, firm or corporation: (i) for a period of two years following his termination of employment for any reason, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the two year period preceding his termination of employment; or (ii) for a period of two years following any involuntary termination for any reason or for a period of six months following Employee's voluntary termination from TSC so long as TSC continues to pay his salary during the six month period, participate in or have a financial, management or other interest in any business enterprise that engages in, or within two years of the termination of Employee's employment has plans to engage in, substantial and direct competition with TSC if such participation will likely involve the use by Employee of business plans, strategies and other confidential TSC business information developed or acquired by Employee during his employment as a senior officer of TSC;

(d) During a two year period immediately following Employee's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC's employ or from the faithful discharge of such employee's contractual and fiduciary obligations to serve TSC's interests with undivided loyalty;

(e) For two years following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent. partner, representative or employee.

9. REMEDIES: Employee recognizes and agrees that a breach of any or all of the provisions of Paragraph 8 will constitute immediate and irreparable harm to TSC's business advantage, including but not limited to TSC's valuable business relations, for which damages cannot be readily calculated and for which damages are an inadequate remedy. Accordingly, Employee acknowledges that TSC shall therefore be entitled to an order enjoining any further breaches by the Employee. Employe agrees to reimburse TSC for all costs and expenses, including reasonable attorneys' fees incurred by TSC in connection with the enforcement of its rights under any provision of this Agreement.

10. INTELLECTUAL PROPERTY: During the Term of Employment, Employee shall disclose to TSC all ideas, inventions and business plans which he develops during the course of his employment with TSC which relate directly or indirectly to TSC's business, including but not limited to any computer programs, processes, products or procedures which may, upon application, be protected by patent or copyright. Employee agrees that any such ideas, inventions

or business plans shall be the property of TSC and that Employee shall at TSC's request and cost, provide TSC with such assurances as is necessary to secure a patent or copyright.

11. PRINCIPLES AND POLICIES: Employee agrees to be bound by TSC's principles and policies, including Principles and Policies of Business Conduct, as amended from time to time, which is incorporated herein by reference.

12. ASSIGNMENT: Employee acknowledges that the services to be rendered pursuant to this Agreement are unique and personal. Accordingly, Employee may not assign any of his rights or delegate any of his duties or obligations under this Agreement. Subject to Paragraph 3(c) above, TSC may assign its rights, duties or obligations under this Agreement to a subsidiary or affiliated company of TSC or purchaser or transferee of a majority of TSC's outstanding capital stock or a purchaser of all, or substantially all, of the assets of TSC.

13. NOTICES: All notices shall be in writing, except for notice of termination of employment, which may be oral if confirmed in writing within 14 days. Notices intended for TSC shall be sent by registered or certified mail addressed to it at 205 North Michigan Avenue, 15th Floor, Chicago, Illinois 60601 or its current principal office, and notices intended for Employee shall be either delivered personally to him or sent by registered or certified mail addressed to his last known address.

14. ENTIRE AGREEMENT: This Agreement and Exhibit A attached hereto constitute the entire agreement between TSC and Employee. Neither Employee nor TSC may modify this Agreement by oral agreements, promises or representations. The parties may modify this Agreement only by a written instrument signed by the parties.

15. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

16. MEDIATION OF DISPUTES: Neither party shall initiate arbitration or other legal proceedings (except for any claim under Paragraph 8 of this Agreement), against the other party, or, in the case of TSC, any of its directors, officers, employees, agents, or representatives, relating in any way to this Agreement, to Employee's employment with TSC, the termination of his employment or any or all other claims that one party might have against the other party until 30 days after the party against whom the claim[s] is made ("Respondent") receives written notice from the claiming party of the specific nature of any purported claim and the amount of any purported damages. Employee and TSC further agree that if Respondent submits the claiming party's claim to the Center for Public Resources, 680 Fifth Avenue, New York, New York 10019, for nonbinding mediation prior to the expiration of such 30 day period, the claiming party may not institute arbitration or other legal proceedings against Respondent until the earlier of (i) the completion of nonbinding mediation efforts, or (ii) 90 days after the date on which the Respondent received written notice of the claimant's claim.

17. BINDING ARBITRATION: Employee and TSC agree that all claims or disputes relating to his employment with TSC or the termination of such employment, and any and all other claims that Employee might have against TSC, any TSC director, officer, employee, agent, or representative, and any and all claims or disputes that TSC might have against Employee (except for any claims under Paragraph 8 of this Agreement) shall be resolved by expedited arbitration. The party pursuing a claim should submit the claim to Jarns/Endispute, Inc., Three First National Plaza, 70 West Madison. Suite 200, Chicago, IL 60602. Such arbitration shall be conducted in Chicago before a single arbitrator within twenty days of the submission of a claim. The parties shall select an arbitrator by mutual agreement from a panel of arbitrators proposed by Jams/Endispute, Inc. The panel shall consist of former judges experienced in arbitrating employment disputes. If the parties are unable to agree on an arbitrator. Jams/Endispute, Inc. shall select an arbitrator in accordance with its procedures.

The parties shall exchange documents relevant to the claims alleged, but shall undertake no additional discovery. The parties may submit pre-hearing briefs only. The arbitration proceeding shall not be transcribed or otherwise recorded. The arbitrator shall render an award within seven days of completion of the hearing. Both parties agree that the arbitrator's award shall be final and binding, and the parties waive any right to appeal.

18. SEVERABILITY: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

19. Employee acknowledges that he has read, understood and accepts the provisions of this Agreement.

Technology Solutions Company                      KELLY D. CONWAY

By: John T. Kohler                                Kelly D. Conway
   -----------------------------                  ----------------------------
Position:  CEO
          ----------------------
Date: Jan 25, 1996                                Date: 1/19/96
      --------------------------                        ----------------------

EXHIBIT 10.10

EMPLOYMENT AGREEMENT

Technology Solutions Company, a Delaware corporation doing business as TSC, and Timothy J. Cunningham ("Employee") enter into this Employment Agreement ("Agreement") as of November 15, 1999.

In consideration of the agreements and covenants contained in this Agreement, TSC and Employee agree as follows:

1. Employment Duties: TSC shall employ Employee as a Senior Vice President and Chief Financial Officer of its eLoyalty Corporation division ("eLoyalty"). Employee shall have the such responsibilities, duties and authority as the President of eLoyalty may reasonably designate. Employee shall perform faithfully the duties assigned to him to the best of his ability and shall devote his full undivided business time and attention to the transaction of TCS's business.

2. TERM OF EMPLOYMENT: The term of employment ("Term of Employment") covered by this Agreement shall commence as of the effective date of this Agreement and continue until the following July 31, subject to the provisions of paragraph 3 below (the "Initial Term of Employment"). Upon expiration of the Initial Term of Employment, this Agreement shall be renewed automatically for successive terms of one year each, unless TSC notifies Employee of its intention not to renew at least 90 days prior to the expiration of the current term.

3. TERMINATION: Notwithstanding the provisions of paragraph 2 of this Agreement, upon giving Employee 180 days notice, TSC may terminate Employee's employment for any reason. TSC may make such termination effective at any time within such 180 day notice period. TSC must, however, continue Employee's normal salary and health insurance benefits until the end of the 180 day notice period unless Employee begins employment with another employer during such time, in which case TSC's obligations shall cease. In addition, TSC may terminate Employee's employment and this Agreement immediately without notice and with no salary and benefit continuation if Employee engages in "Serious Misconduct." For purposes of this Agreement, "Serious Misconduct" means embezzlement or misappropriation of corporate funds, other acts of dishonesty, significant activities materially harmful to TSC's reputation, willful refusal to perform or substantial disregard of Employee's assigned duties (including, but limited to, refusal to travel or work the requested hours), or any significant violation of any statutory or common law duty of loyalty to TSC

If following a Change in Control (which is defined as (i) the acquisition by any individual, entity or group, of beneficial ownership (within the meaning of Rule 13 d-3 promulgated under the Securities Exchange Act of 1934) of 40% or more of the outstanding shares of the common stock of TSC; (ii) the approval of the stockholders of TSC of a merger, where immediately after the merger, persons who were the holders of a majority of TCS's outstanding common stock immediately prior to the merger fail to own

at least a majority of the outstanding common stock of the surviving entity in substantially the same proportions as their holdings of TSC common stock immediately prior to the merger; or (iii) the sale of substantially all the assets of TSC other than to a corporation in which more that 60% of the outstanding shares are beneficially owned by the individuals and entities who are the beneficial owners of the Company stock prior to the acquisition), Employee's title, position, duties, or salary is diminished and Employee resigns within 90 days after the diminishment becomes effective, or if Employee is ordered to relocate permanently to any location outside of the Chicago metropolitan area and employee declines and is terminated, Employee shall be entitled to Employee's normal salary, and health insurance benefits for a one-year period following his resignation or termination and a bonus equivalent to 50% of his base salary in effect at the time of his resignation or termination. Notwithstanding anything to the contrary in any of Employee's option agreements, Employee's unvested options which would otherwise vest during a two year period following the effective date of the Change in Control shall automatically vest in the event of a Change in Control.

If Employee dies, TSC must continue Employee's normal salary, bonus and health insurance benefits for a period of one year following the date of his death. Salary and bonus continuation will be paid to Employee's designated beneficiary.

If Employee becomes permanently disabled and unable to continue to work, at TSC, TSC must continue Employee's normal salary, bonus and health insurance benefits for a period of one year following the date of his permanent disability.

Employee may terminate his employment upon giving TSC 90 days prior written notice. Upon receiving notice, TSC may waive its rights under this paragraph and make Employee's termination effective immediately or anytime before the 90 day notice period ends.

Not withstanding the forgoing, if eLoyalty Corporation does not become subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, on or before [December 31, 2000], and thereafter employee resigns, then for a period of one year after such resignation TSC must continue Employee's normal salary and health insurance benefits unless Employee begins employment with another employer during such time, in which case TSC's obligations shall cease.

4. SALARY: As compensation for his services, TSC shall pay Employee a base salary in the amount listed in Exhibit A to this Agreement. Employee's base salary shall be subject to annual review and may, at the discretion of TSC's management, be adjusted from that listed in Exhibit A according to Employee's responsibilities, capabilities and performance during the preceding year.

5. BONUSES: TSC may elect to pay Employee annual bonuses. Payment of such bonuses, if any, shall be at the sole discretion of TSC.

6. EMPLOYEE BENEFITS: During the Term of Employment, Employee shall be entitled to participate in such employee benefit plans, including group pension, life and

health insurance and other medical benefits, and shall receive all other fringe benefits as TSC may make available generally to its Senior Vice Presidents.

7. BUSINESS EXPENSES: TSC shall reimburse Employee for all reasonable and necessary business expenses incurred by Employee in performing his duties. Employee shall provide TSC with supporting documentation sufficient to satisfy reporting requirements of the Internal Revenue Service and TSC. TSC's determination as to reasonableness and necessary shall be final.

8. NONCOMPETITION AND NONDISCLOSURE: Employee acknowledges that the successful development and marketing of TSC's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information ("Confidential Information") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC's legitimate business interests without unnecessarily or unreasonably restricting Employee's post-employment opportunities:

(a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC's Confidential Information;

(b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC's Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC's competitors;

(c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment;

(d) During a one year period immediately following Employee's termination of employment for any reason. Employee shall not induce or assist in the inducement of any TSC employee away from TSC's employ or from the faithful discharge of such

employee's contractual and fiduciary obligations to serve TSC's interests with undivided loyalty;

(e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

9. REMEDIES: Employee recognizes and agrees that a breach of any or all of the provisions of paragraph 8 will constitute immediate and irreparable harm to TSC's business advantage, including but not limited to TSC's valuable business relations, for which damages cannot be readily calculated and for which damages are an inadequate remedy. Accordingly, Employee acknowledges that TSC shall therefore be entitled to an order enjoining any further breaches by the Employee. Employee and TSC agree to reimburse the prevailing party for all costs and expenses, including reasonable attorneys' fees incurred by the prevailing party in connection with the enforcement of either party's' rights under any provision of this Agreement.

10. INTELLECTUAL PROPERTY: During the Term of Employment, Employee shall disclose to TSC all ideas, inventions and business plans which he develops during the course of his employment with TSC which relate directly or indirectly to TSC's business, including but not limited to any computer programs, processes, products or procedures which may, upon application, be protected by patent or copyright. Employee agrees that any such ideas, inventions or business plans shall be the property of TSC and that Employee shall at TSC's request and cost, provide TSC with such assurances as is necessary to secure a patent or copyright.

11. ASSIGNMENT: Employee acknowledges that the services to be rendered pursuant to this Agreement are unique and personal. Accordingly, Employee may not assign any of his rights or delegate any of his duties or obligations under this Agreement. TSC may assign its rights, duties or obligations under this Agreement to a subsidiary or affiliated company of TSC or purchaser or transferee of a majority of TSC's outstanding capital stock or a purchaser of all, or substantially all, of the assets of TSC.

12. NOTICES: All notices shall be in writing, except for notice of termination of employment, which may be oral if confirmed in writing within 14 days. Notices intended for TSC shall be sent by registered or certified mail addressed to it at 205 North Michigan Avenue, 15th Floor, Chicago, Illinois 60601 or its current principal office, and notices intended for Employee shall be either delivered personally to him or sent by registered or certified mail addressed to his last known address.

13. ENTIRE AGREEMENT: This Agreement and Exhibit A attached hereto constitute the entire agreement between TSC and Employee. Neither Employee nor TSC may modify this Agreement by oral agreements, promises or representations. The parties may modify this Agreement only by a written instrument signed by the parties.

14. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

TECHNOLOGY SOLUTIONS COMPANY                 TIMOTHY J. CUNNINGHAM



By: /s/ Kelly Conway                          /s/ Timothy J. Cunningham
   --------------------------                -----------------------------


Position: CEO eLoyalty                       Senior Vice President and Chief
         --------------------                Financial Officer of eLoyalty
                                             Corporation



Date:       11/15/99                         Date:       11/15/99

EXHIBIT 10.11

EMPLOYMENT AGREEMENT

Technology Solutions Company, a Delaware corporation doing business as TSC, and Craig B. Lashmet ("Employee") enter into this Employment Agreement ("Agreement") as of October 20, 1998.

In consideration of the agreements and covenants contained in this Agreement, TSC and Employee agree as follows:

1. EMPLOYMENT DUTIES: TSC shall employ Employee as a Senior Vice President - Group Executive. Employee shall have such responsibilities, duties and authority as the Group President may reasonably designate and are commensurate with the position of Senior Vice President - Group Executive. Employee shall perform faithfully the duties assigned to him to the best of his ability and shall devote his full and undivided business time and attention to the transaction of TSC's business.

2. TERM OF EMPLOYMENT: The term of employment ("Term of Employment") covered by this Agreement shall commence as of the effective date of this Agreement and continue until terminated pursuant to Paragraph 3 below.

3. TERMINATION: This Agreement may be terminated as follows:

(a) TSC may terminate Employee's employment and this Agreement for any reason upon giving Employee 90 days notice of termination. TSC may make the termination effective at any time within the 90 day notice period ("Termination Date"). During this period Employee shall make a good faith effort to satisfy those professional obligations requested to be performed by TSC, which may include transferring duties and assisting in the transition of client responsibilities, including meeting with clients and transferring confidential material. TSC must, however, for a period of one year following the Termination Date, unless Employee is terminated for Serious Misconduct, continue Employee's base salary on the Termination Date ("Current Salary"); provide a bonus equal to the average annual bonus earned during the two years immediately preceding the termination ("Average Bonus") for one year payable when annual bonuses are paid; and continue his health insurance benefits until the end of the one year period or until Employee is re-employed, whichever comes first. (These payments are referred to collectively as "Termination Payments").

(b) TSC may terminate Employee's employment and this Agreement immediately without notice and with no salary and benefit continuation if Employee engages in "Serious Misconduct." For purposes of this Agreement, "Serious Misconduct" means embezzlement or misappropriation of corporate funds, other acts of dishonesty, significant activities materially harmful to TSC's reputation, or any significant violation of any statutory or common law duty of loyalty to TSC.

(c) If Employee dies, TSC must continue Employee's Current Salary and health insurance benefits for a period of one year following the date of his death, and, in addition, provide an Average Bonus, all payable to Employee's estate. If Employee becomes permanently disabled and unable to continue to work at TSC, TSC must pay Employee's Current Salary, health insurance benefits and an Average Bonus, for a period of one year following the date Employee is declared permanently disabled.

(d) If either party materially breaches this Agreement and fails to cure the breach within 30 days after receiving notice of the breach from the breached party, the breached party may consider this Agreement as terminated by the breaching party.

(e) Employee may terminate his employment upon giving TSC 90 days notice. TSC may make the termination effective at any time within the 90 day notice period. During this period Employee shall make a good faith effort to satisfy those professional obligations requested to be performed by TSC, which may include transferring duties and assisting in the transition of client responsibilities, including meeting with clients.

4. SALARY: As compensation for his services, TSC shall pay Employee a base salary of the amount listed in Exhibit A to this Agreement. Employee's base salary shall be subject to annual review and may, at the discretion of TSC's management, be adjusted from that listed in Exhibit A according to Employee's responsibilities, capabilities and performance during the preceding year.

5. BONUS AND STOCK OPTIONS: Employee shall participate in TSC's Vice Presidents Compensation Program, as amended from time to time, which includes base salary, annual bonus, and equity.

6. EMPLOYEE BENEFITS: During the Term of Employment, Employee shall be entitled to participate in such employee benefit plans, including group pension, life and health insurance and other medical benefits, and shall receive all other fringe benefits as TSC may make available generally to its Vice Presidents.

7. BUSINESS EXPENSES: TSC shall reimburse Employee for all reasonable and necessary business expenses incurred by Employee in performing his duties. Employee shall provide TSC with supporting documentation sufficient to satisfy reporting requirements of the Internal Revenue Service and TSC. TSC's determination as to reasonableness and necessary shall be final.

8. NONCOMPETITION AND NONDISCLOSURE: Employee acknowledges that the successful development and marketing of TSC's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information ("Confidential Information") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations

which he acknowledges to be reasonably designed to protect TSC's legitimate business interests without unnecessarily or unreasonably restricting Employee's post-employment opportunities:

(a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC's Confidential Information;

(b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC's Chief Executive Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSC's competitors;

(c) Without limiting the obligations of Paragraph 8(b), Employee shall not, for himself or as an agent, partner or employee of any person, firm or corporation: (i) for a period of one year following his termination of employment for any reason, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the two year period preceding his termination of employment; or (ii) for a period of one year following any involuntary termination for any reason, or for a period of six months following any voluntary termination so long as TSC continues to pay his salary during the six month period, participate in or have a financial, management or other interest in any business enterprise that engages in, or within one year of the termination of Employee's employment has plans to engage in, substantial and direct competition with TSC if such participation will likely involve the use by Employee of business plans, strategies and other confidential TSC business information developed or acquired by Employee during his employment as a senior officer of TSC;

(d) During a one year period immediately following Employee's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC's employ or from the faithful discharge of such employee's contractual and fiduciary obligations to serve TSC's interests with undivided loyalty;

(e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

9. REMEDIES: Employee recognizes and agrees that a breach of any or all of the provisions of Paragraph 8 will constitute immediate and irreparable harm to TSC's business advantage, including but not limited to TSC's valuable business relations, for which damages cannot be readily calculated and for which damages are an inadequate remedy. Accordingly, Employee acknowledges that TSC shall therefore be entitled to an order enjoining any further breaches by the Employee. Employee agrees to reimburse TSC for all costs and expenses, including reasonable attorneys' fees incurred by TSC in connection with the enforcement of its rights under any provision of this Agreement.

10. INTELLECTUAL PROPERTY: During the Term of Employment, Employee shall disclose to TSC all ideas, inventions and business plans which he develops during the course of his employment with TSC which relate directly or indirectly to TSC's business, including but not limited to any computer programs, processes, products or procedures which may, upon application, be protected by patent or copyright. Employee agrees that any such ideas, inventions or business plans shall be the property of TSC and that Employee shall at TSC's request and cost, provide TSC with such assurances as is necessary to secure a patent or copyright.

11. PRINCIPLES AND POLICIES: Employee agrees to be bound by TSC's principles and policies, including Principles and Policies of Business Conduct, as amended from time to time, which is incorporated herein by reference.

12. ASSIGNMENT: Employee acknowledges that the services to be rendered pursuant to this Agreement are unique and personal. Accordingly, Employee may not assign any of his rights or delegate any of his duties or obligations under this Agreement. Subject to Paragraph 3(c) above, TSC may assign its rights, duties or obligations under this Agreement to a subsidiary or affiliated company of TSC or purchaser or transferee of a majority of TSC's outstanding capital stock or a purchaser of all, or substantially all, of the assets of TSC.

13. NOTICES: All notices shall be in writing, except for notice of termination of employment, which may be oral if confirmed in writing within 14 days. Notices intended for TSC shall be sent by registered or certified mail addressed to it at 205 North Michigan Avenue, 15th Floor. Chicago, Illinois 60601 or its current principal office, and notices intended for Employee shall be either delivered personally to him or sent by registered or certified mail addressed to his last known address.

14. ENTIRE AGREEMENT: This Agreement and Exhibit A attached hereto constitute the entire agreement between TSC and Employee. Neither Employee nor TSC may modify this Agreement by oral agreements, promises or representations. The parties may modify this Agreement only by a written instrument signed by the parties.

15. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

16. MEDIATION OF DISPUTES: Neither party shall initiate arbitration or other legal proceedings (except for any claim under Paragraph 8 of this Agreement), against the other party, or, in the case of TSC, any of its directors, officers, employees, agents, or representatives, relating in any way to this Agreement, to Employee's employment with TSC, the termination of his employment or any or all other claims that one party might have against the other party until 30 days after the party against whom the claim[s] is made ("Respondent") receives written notice from the claiming party of the specific nature of any purported claim and the amount of any purported damages. Employee and TSC further agree that if Respondent submits the claiming party's claim to the Center for Public Resources, 680 Fifth Avenue, New York, New York 10019, for nonbinding mediation prior to the expiration of such 30 day period, the claiming party may not institute arbitration or other legal proceedings against Respondent until the earlier of (i)

the completion of nonbinding mediation efforts, or (ii) 90 days after the date on which the Respondent received written notice of the claimant's claim.

17. BINDING ARBITRATION: Employee and TSC agree that all claims or disputes relating to his employment with TSC or the termination of such employment, and any and all other claims that Employee might have against TSC, any TSC director, officer, employee, agent, or representative, and any and all claims or disputes that TSC might have against Employee (except for any claims under Paragraph 8 of this Agreement) shall be resolved by expedited arbitration. The party pursuing a claim should submit the claim to Jams/Endispute, Inc., Three First National Plaza, 70 West Madison, Suite 200, Chicago, IL 60602. Such arbitration shall be conducted in Chicago before a single arbitrator within twenty days of the submission of a claim. The parties shall select an arbitrator by mutual agreement from a panel of arbitrators proposed by Jams/Endispute, Inc. The panel shall consist of former judges experienced in arbitrating employment disputes. If the parties are unable to agree on an arbitrator, Jams/Endispute, Inc. shall select an arbitrator in accordance with its procedures.

The parties shall exchange documents relevant to the claims alleged, but shall undertake no additional discovery. The parties may submit pre-hearing briefs only. The arbitration proceeding shall not be transcribed or otherwise recorded. The arbitrator shall render an award within seven days of completion of the hearing. Both parties agree that the arbitrator's award shall be final and binding, and the parties waive any right to appeal.

18. SEVERABILITY: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

19. Employee acknowledges that he has read, understood and accepts the provisions of this Agreement.

Technology Solutions Company                Employee

By: /s/ JOHN T. KOHLER                      /s/ CRAIG B. LASHMET
   --------------------------------         ------------------------------------

Position: CEO
         --------------------------
Date: October 20, 1998                      Date: October 20, 1998
     ------------------------------              -------------------------------

"Landlord"   Riggs & Company, a division of Riggs Bank, N.A. as Trustee of the
             Multi-Employer Property Trust, a trust organized under 12 C.F.R.
             Section 9.18

             and

"Tenant"     eLoyalty Corporation

SECTION 1: DEFINITIONS .............................................................................................1

SECTION 2: PREMISES AND TERM .......................................................................................5
  2.1  Lease of Premises ...........................................................................................5
  2.2  Lease Term ..................................................................................................5
  2.3  Intentionally Omitted .......................................................................................5
  2.4  Intentionally Omitted .......................................................................................5
  2.5  Intentionally Omitted .......................................................................................5
  2.6  Tenant Contribution to Tenant Improvement Costs .............................................................5
  2.7  Ownership and Removal of Tenant Improvement .................................................................5
  2.8  Landlord Delays .............................................................................................5
  2.9  Memorandum of Commencement Date .............................................................................5
  2.10 Use and Conduct of Business .................................................................................5
  2.11 Compliance with Governmental Requirements and Rules and Regulations .........................................6
  2.12 Renewal Option ..............................................................................................6
  2.13 Right of First Opportunity ..................................................................................7

SECTION 3: BASE RENT, ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE ...........................................8
  3.1  Payment of Rental ...........................................................................................8
  3.2  Base Rent ...................................................................................................8
  3.3  Intentionally Omitted .......................................................................................8
  3.4  Additional Rent .............................................................................................8
  3.5  Utilities ..................................................................................................11
  3.6  Holdover ...................................................................................................12
  3.7  Late Charge ................................................................................................12
  3.8  Default Rate................................................................................................12

SECTION 4: GENERAL PROVISIONS .....................................................................................12
  4.1  Maintenance and Repair by Landlord .........................................................................12
  4.2  Maintenance and Repair by Tenant ...........................................................................13
  4.3  Common Areas/Security ......................................................................................13
  4.4  Building Services ..........................................................................................13
  4.5  Tenant Alterations .........................................................................................15
  4.6  Tenant's Work Performance ..................................................................................16
  4.7  Surrender of Possession ....................................................................................16
  4.8  Removal of Property ........................................................................................16
  4.9  Access .....................................................................................................17
  4.10 Damage or Destruction ......................................................................................17
  4.11 Condemnation ...............................................................................................18
  4.12 Intentionally Omitted ......................................................................................19
  4.13 Indemnification ............................................................................................19
  4.14 Tenant Insurance ...........................................................................................19

 4.15 Landlord's Insurance ........................................................................................20
 4.16 Waiver of Subrogration ......................................................................................20
 4.17 Assignment and Subletting by Tenant .........................................................................21
 4.18 Assignment by Landlord ......................................................................................23
 4.19 Estoppel Certificates and Financial Statements ..............................................................23
 4.20 Modification for Lender .....................................................................................24
 4.21 Hazardous Substances ........................................................................................24
 4.22 Access Laws .................................................................................................25
 4.23 Quiet Enjoyment .............................................................................................26
 4.24 Signs .......................................................................................................26
 4.25 Subordination ...............................................................................................26
 4.26 Intentionally Omitted .......................................................................................26
 4.27 Brokers .....................................................................................................27
 4.28 Exculpation and Limitation of Liability .....................................................................27
 4.29 ERISA Representations .......................................................................................27
 4.30 Mechanic's Liens and Tenant's Personal Property Taxes .......................................................27
 4.31 Landlord's Security Interest ................................................................................28

SECTION 5: DEFAULT AND REMEDIES ...................................................................................28
 5.1 Events of Default ............................................................................................28
 5.2 Remedies .....................................................................................................29
 5.3 Right to Perform .............................................................................................31
 5.4 Landlord's Default ...........................................................................................31

SECTION 6: MISCELLANEOUS PROVISIONS ...............................................................................31
 6.1 Notices ......................................................................................................31
 6.2 Attorney's Fees and Expenses .................................................................................32
 6.3 No Accord and Satisfaction ...................................................................................32
 6.4 Successors; Joint and Several Liability . ....................................................................32
 6.5 Choice of Law ................................................................................................32
 6.6 No Waiver of Remedies ........................................................................................32
 6.7 Offer to Lease ...............................................................................................33
 6.8 Force Majeure ................................................................................................33
 6.9 Landlord's Consent ...........................................................................................33
 6.10 Severability; Captions ......................................................................................33
 6.11 Interpretation ..............................................................................................33
 6.12 Incorporation of Prior Agreement: Amendments ................................................................33
 6.13 Authority ...................................................................................................33
 6.14 Time of Essence .............................................................................................34
 6.15 Survival of Obligations .....................................................................................34
 6.16 Consent to Service ..........................................................................................34
 6.17 Landlord's Authorized Agents ................................................................................34
 6.18 Waiver of Jury Trial ........................................................................................34

Exhibit A       Legal Description of the Land
Exhibit B       Drawing Showing Location of the Premises
Exhibit C       Tenant Improvements or Workletter, as applicable
Exhibit D       Form of Memorandum of Commencement Date
Exhibit E       Rules and Regulations
Exhibit F       Description of Cleaning Services
Exhibit G       Opportunity Space

Attachment      Guaranty of Lease made by Technology Solutions Company

SECTION 1: DEFINITIONS

1.1 DEFINITION: Each underlined term in this section shall have the meaning set forth next to that underlined term. Capitalized terms that are used in this Lease without definition but are defined in any of the Exhibits to this Lease shall have the meanings ascribed to those terms in the applicable Exhibit.

1.2 ACCESS LAWS: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.

1.3 ADDITIONAL RENT: Defined in paragraph 3.4 captioned "Additional Rent".

1.4 BASE AMOUNT ALLOCABLE TO THE PREMISES: Defined in paragraph 3.4 captioned "Additional Rent".

1.5 BASE RENT: Base Rent shall be as follows:

(a) March 1, 2000 through August 31, 2000; $23,705.00 per month;
(b) September 1, 2000 through February 28, 2001; $30,996.67 per month;
(c) March 1, 2001 through February 28, 2002; $31,926.57 per month;
(d) March 1, 2002 through February 28, 2003; $32,884.36 per month;
(e) March 1, 2003 through February 29, 2004; $33,870.89 per month;
(f) March 1, 2004 through February 28, 2005; $34,887.02 per month;
(g) March 1, 2005 through July 31, 2005; $35,933.63 per month.

1.6 BROKERS: Tenant was represented in this transaction by Burns & Company, a licensed real estate broker. Landlord was represented in this transaction by Insignia/ESG, Inc., a licensed real estate broker.

1.7 BUILDING: The building located on the Land at 150 Field Drive, Lake Forest, Illinois 60045 commonly known as Two Conway Park and containing approximately 119,997 rentable square feet.

1.8 BUSINESS DAY: Calendar days, except for Saturdays and Sundays and the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

1.9 BUSINESS HOURS: From 8:00 a.m. to 6:00 p.m. on Monday through Friday and from 9:00 a.m. to 1:00 p.m. on Saturday.

1.10 CLAIMS: An individual and collective reference to any and all claims, demands, damages, injuries, losses, liens, liabilities, penalties, fines, lawsuits, actions, other proceedings and expenses

(including reasonable attorneys' fees and expenses incurred in connection with the proceeding whether at trial or on appeal).

1.11 COMMENCEMENT DATE: The earlier to occur of: (a) March 1, 2000, subject to Landlord Delays (as defined in Section 2.8 hereof); or (b) the first date upon which Tenant conducts its business within any part or portion of the Premises.

1.12 ERISA: The Employee Retirement Income Security Act of 1974. as now or hereafter amended, and the regulations promulgated under it.

1.13 ESTIMATED OPERATING COSTS ALLOCABLE TO THE PREMISES: Defined in paragraph captioned "Additional Rent".

1.14 EVENTS OF DEFAULT: One or more of those events or states of facts defined in the paragraph captioned "Events of Default".

1.15 FORCE MAJEURE: Any one or more of the following: act of God, strike, lockout, labor trouble or dispute, inability to procure or shortage of material or labor, failure of power or utility, delay in transportation, fire, vandalism, accident, flood, severe weather, other casualty, Governmental Requirements (including mandated changes in the Plans or the Tenant Improvements resulting from changes in pertinent Governmental Requirements or interpretations thereof), riot, insurrection, civil commotion, sabotage, explosion, war, natural or local emergency, act or omission of others, including Tenant, or other reasons of a similar or dissimilar nature, provided that in all cases the occurrence is not solely the fault of, or under the exclusive control of, Landlord.

1.16 GOVERNMENTAL AGENCY: The United States of America, the State in which the Land is located, any county, city, district, municipality or other governmental subdivision, court or agency or quasi-governmental agency having jurisdiction over the Land and any board, agency or authority associated with any such governmental entity, including the fire department having jurisdiction over the Land.

1.17 GOVERNMENTAL REQUIREMENTS: Any and all statutes, ordinances, codes, laws, rules, regulations, orders and directives of any Governmental Agency as now or later amended.

1.18 HAZARDOUS SUBSTANCE(S): Asbestos, PCBs, petroleum or petroleum-based chemicals or substances, urea formaldehyde or any chemical, material, element, compound, solution, mixture, substance or other matter of any kind whatsoever which is now or later defined, classified, listed, designated or regulated as hazardous, toxic or radioactive by any Governmental Agency.

1.19 LAND: The land upon which the Building is located in Lake County, State of Illinois, as legally described in Exhibit A attached to this Lease.

1.20 LANDLORD: The trust named on the first page of this Lease, or its successors and assigns as provided in paragraph captioned "Assignment by Landlord".

1.21 LANDLORD'S AGENTS: Any and all partners, officers, contractors, subcontractors, licensees, concessionaires, agents, servants, employees, guests, invitees (excluding other tenants at the Building), visitors, trustees, investment advisors and consultants of Landlord.

1.22 LEASE TERM: Commencing on the Commencement Date, and ending sixty-five (65) months later, provided that, if the Commencement Date is a date other than the first day of a calendar month, the Lease Term shall be extended by the number of calendar days remaining in the month in which the Commencement Date occurs.

1.23 MANAGER: Insignia/ESG, Inc., or its replacement as specified by written notice from Landlord to Tenant.

1.24 MANAGER'S ADDRESS: 311 South Wacker Drive, Chicago, Illinois 60606, which address may be changed by written notice from Landlord to Tenant.

1.25 OPERATING COSTS: Defined in paragraph captioned "Additional Rent".

1.26 OPERATING COSTS ALLOCABLE TO THE PREMISES: Defined in paragraph captioned "Additional Rent ".

1.27 PERMITTED USE: General office uses consistent with Governmental Requirements and first-class buildings of the same or similar use as the Building located in the City of Lake Forest, Illinois.

1.28 PLANS: Those certain plans and specifications for the Tenant Improvements to be prepared in accordance with the Workletter attached hereto as Exhibit C.

1.29 PREPAID RENT: $23,705.00, to be applied toward Base Rent for the first full calendar month of the Lease Term; provided that if Landlord does not approve Tenant's Plans for the Premises after the execution of this Lease, Tenant may terminate this Lease. Landlord shall refund said Prepaid Rent to Tenant in full, this Lease shall be null and void and the parties shall have no further obligations to each other.

1.30 PREMISES: The portion of the Building depicted on the plan attached to this Lease as Exhibit B which consists of approximately 20,816 square feet; provided that Landlord shall measure the square footage of the Tenant's space on or about the Commencement Date and the measurement of such square footage, in accordance with BOMA standards, shall be the square footage of the Premises for all purposes of this Lease, except as may be modified pursuant to the expansion option granted herein.

1.31 PRIME RATE: Defined in paragraph captioned "Default Rate".

1.32 PROPERTY TAXES: (a) Any form of ad valorem real or personal property tax or assessment imposed by any, Governmental Agency on the Land, Building, related improvements or any personal property owned by Landlord directly related to such Land, Building or improvements; (b) any other form of tax or assessment, license fee, license tax, tax or excise on rent or any other levy, charge. expense or imposition made or required by any Governmental Agency on any, interest of Landlord in such Land, Building, related improvements or personal property; (c) any fee for services charged by any Governmental Agency for any services such as fire protection, street, sidewalk and road maintenance, refuse collection, school systems or other services provided or formerly provided to property owners and residents within the general area of the Land; (d) any governmental impositions allocable to or measured by the area of any or all of such Land, Building, related improvements or personal property or the amount of any base rent, additional rent or other sums payable under any lease for any or all of such Land, Building, related

improvements or personal property, including any tax on gross receipts or any excise tax or other charges levied by any Governmental Agency with respect to the possession, leasing, operation, maintenance, alteration, repair, use or occupancy of any or all of such Land, Building, related improvements, personal property or the rent earned by any part of or interest in such Land, Building, related improvements or personal property; (e) any impositions by any Governmental Agency on any transaction evidenced by a lease of any or all of such Land, Building, related improvements or personal property used at the Land or Building with respect to any document to which Landlord is a party creating or transferring an interest or an estate in any or all of such Land, Building, related improvements or personal property used at the Land or Building; and (f) any increase in any of the foregoing based upon construction of improvements or change of ownership of any, or all of such Land, Building, related improvements or personal property. Property Taxes shall not include taxes on Landlord's net income or any inheritance, estate or gift taxes.

1.33 PUNCH LIST WORK: Minor items of repair, correction, adjustment or completion as such phrase is commonly understood in the construction industry in the northern suburbs of Chicago-, provided that in no event shall any such items render any portion of the Premises untenantable.

1.34 SECURITY DEPOSIT: None.

1.35 SCHEDULED COMMENCEMENT DATE: March 1, 2000.

1.36 INTENTIONALLY OMITTED.

1.37 TENANT: The person or entity named on the first page of this Lease.

1.38 TENANT ALTERATIONS: Defined in paragraph captioned "Tenant Alterations".

1.39 INTENTIONALLY OMITTED.

1.40 TENANT IMPROVEMENT ALLOWANCE: The maximum amount to be expended by Landlord for the cost of Tenant Improvements (including architectural, engineering, permitting, space planning, and construction management fees), which maximum shall not exceed Seven Hundred Twenty-eight Thousand Five Hundred Sixty Dollars ($728,560.00).

1.41 TENANT IMPROVEMENTS: Those alterations or improvements to the Premises as appear and are depicted in the Plans, or as are otherwise set forth in Exhibit C.

1.42 TENANT'S AGENT: Any and all officers, partners, contractors, subcontractors, consultants, licensees, agents, concessionaires, subtenants, servants, employees, customers, guests, invitees or visitors of Tenant.

1.43 TENANT'S PRO RATA SHARE is Seventeen and 3471/10,000 percent (17.3471%).

1.44 YEAR: A calendar year commencing January 1 and ending December 31.

SECTION 2: PREMISES AND TERM

2.1 LEASE OF PREMISE. Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, upon the terms and conditions set forth in this Lease.

2.2 LEASE TERM. The Lease Term shall be for the period stated in the definition of that term, unless earlier terminated or extended as provided in this Lease.

2.3 INTENTIONALLY OMITTED.

2.4 INTENTIONALLY OMITTED.

2.5 INTENTIONALLY OMITTED.

2.6 TENANT CONTRIBUTION TO TENANT IMPROVEMENT COSTS. If the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall be responsible to pay such excess cost in accordance with the terms and provisions of Exhibit C hereto.

2.7 OWNERSHIP AND REMOVAL OF TENANT IMPROVEMENTS. All Tenant Improvements, regardless of which party constructed them, shall be the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease: provided that, at Landlord's election and upon written notice to Tenant within ten (10) Business Days of Landlord's first receipt of any of the sets of Plans as identified in Exhibit C as the case may be, Tenant shall be required to remove all or any portion of the Tenant Improvements upon the expiration or earlier termination of this Lease. Said written notice to Tenant shall specify which Tenant Improvements are required to be removed upon the expiration or earlier termination of this Lease. Notwithstanding anything contained in this Lease to the contrary, Tenant shall retain ownership of, and may remove from the Premises at any time during the term or upon expiration of the Lease, those certain moveable walls (which are not being attached or affixed to the Premises), which Landlord acknowledges are being paid for by and are the personal property of Tenant.

2.8 LANDLORD DELAYS. A "Landlord Delay" is (a) any delay by Landlord or Landlord's Agents in the approval or requested revision of any of the Plans delivered to Landlord by Tenant or Tenant's Agents; provided that in each case Landlord shall have not less than five (5) Business Days to approve or request revisions to such documents, (b) any delay in the construction of the Tenant Improvements caused by a negligent or intentionally wrongful act or omission of Landlord or any of Landlord's Agents, or (c) any delay caused by revisions to space plans and documents included as part of the workletter attached as Exhibit C which are requested by Landlord after Landlord's final approval.

2.9 MEMORANDUM OF COMMENCEMENT DATE. At Landlord's election and request, Tenant shall execute a Memorandum of Commencement Date in the form attached as Exhibit D. In no event shall Tenant record this Lease or the Memorandum of Commencement Date.

2.10 USE AND CONDUCT OF BUSINESS. The Premises are to be used only for the Permitted Uses, and for no other business or purpose without the prior consent of Landlord, which consent shall not be unreasonably withheld or delayed. Landlord represents and warrants to Tenant that the Building and

Premises are suitable for general office uses. Landlord makes no representation or warranty as to the suitability of the Premises for Tenant's specific intended use. Tenant shall, at its own cost and expense, use commercially reasonable efforts to obtain and maintain any and all licenses, permits, and approvals necessary or appropriate for its use, occupation and operation of the Premises. Tenant's inability to obtain or maintain any, such license, permit or approval necessary or appropriate for its use, occupation or operation of the Premises shall not relieve it of its obligations under this Lease, including the obligation to pay Base Rent and Additional Rent: unless Tenant's inability to obtain such license, permit or approval is the direct result of an act or omission of Landlord or Landlord's Agents or a Governmental Requirement enacted by a Governmental Agency having jurisdiction over the Building which Governmental Requirement prohibits business activity which includes Tenant's Permitted Use hereunder or prohibits the construction of the Tenant Improvements. in which event Tenant may terminate this Lease upon thirty (30) days prior written notice to Landlord. No act shall be done in or about the Premises that is unlawful or that will increase the existing rate of insurance on any or all of the Land or Building. Tenant shall not commit or allow to be committed or exist: (a) any waste upon the Premises, (b) any public or private nuisance, or (c) any act or condition which disturbs the quiet enjoyment of any other tenant in the Building, violates any of Landlord's contracts affecting any or all of the Land or Building, creates or contributes to any work stoppage, strike, picketing, labor disruption or dispute, interferes in any way with the business of Landlord or any other tenant in the Building or with the rights or privileges of any contractors, subcontractors, licensees, agents, concessionaires, subtenants, servants, employees, customers, guests, invitees or visitors or any other persons lawfully in and upon the Land or Building, or causes any impairment or reduction of the good will or reputation of the Land or Building. After construction of the Tenant Improvements, Tenant shall not, without the prior consent of Landlord, use any apparatus, machinery or device, in or about the Premises which will cause any substantial noise or vibration or any increase in the normal consumption level of electric power. After construction of the Tenant Improvements, if any of Tenant's machines and equipment should disturb the quiet enjoyment of any other tenant in the Building, then Tenant shall provide, at its sole cost and expense, adequate insulation or take other such action, including removing such machines and equipment, as may be necessary to eliminate the disturbance.

2.11 COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS AND RULES AND REGULATIONS. Tenant shall comply with all Governmental Requirements relating to its use, occupancy and operation of the Premises and shall observe such reasonable rules and regulations as may be adopted and published by Landlord from time to time for the safety, care and cleanliness of the Premises, the Building and the Land, and for the preservation of good order in the Building, including the Rules and Regulations attached to this Lease as Exhibit E.

2.12 RENEWAL OPTION. Provided an Event of Default has not occurred and is not then continuing, Tenant shall have the right and option to renew this Lease (the "Renewal Option") for one (1) sixty (60) month lease term (the "Renewal Term") by providing Landlord written notice thereof, (a "Renewal Option Exercise Notice") not less than one hundred eighty (180) days prior to the expiration of the initial Lease Term (the "Renewal Option Exercise Date"). If Landlord does not receive a Renewal Option Exercise Notice by the Renewal Option Exercise Date, the Renewal Option shall expire and be null and void thereafter. If a Renewal Option Exercise Notice is received by Landlord by the Renewal Option Exercise Date, then Landlord shall within thirty (30) days reasonably and in good faith determine what it believes to be the current market rental rate (the "CMRR") for a renewal lease including comparable lease terms (such as, without limitation, duration of lease, tenant improvement allowances, inducements and credits) in comparable first class office buildings in Lake Forest, Illinois, and deliver written notice thereof (the "CMRR Notice") to Tenant within said 30 day period. Within thirty (30) days of Tenant's receipt of the

CMRR Notice, Tenant shall, in a writing delivered to Landlord, either (i) elect to exercise the Renewal Option, which election shall be irrevocable by Tenant and binding upon Tenant and Landlord, or (ii) elect not to exercise the Renewal Option, in which event Tenant's right to exercise the Renewal Option shall be deemed to be null and void and of no further force or effect. If Tenant elects to exercise the Renewal Option within the time period set forth herein, the Base Rent shall be adjusted for the first annual period of the Renewal Term to an amount which is equal to the CMRR, and for each succeeding annual period of the Renewal Term, the Base Rent shall be adjusted to one hundred three percent (103%) of the immediately preceding annual Base Rent amount. If Tenant neither elects to exercise its Renewal Option nor elects not to exercise its Renewal Option, such inaction shall be deemed an election to not exercise the Renewal Option.

2.13 RIGHT OF FIRST OPPORTUNITY. Provided an Event of Default has not occurred and is not then continuing, Tenant shall have a right of first opportunity ("Opportunity Right"), to add to the Premises, prior to Landlord leasing such space to a third party, that certain space as shown on Exhibit G ("Opportunity Space"). Tenant's Opportunity Right shall be subject to the following terms and conditions:

(a) If Landlord accepts a proposal or enters into a customary letter of intent from, a bona-fide third party prospect for all or any portion of the Opportunity Space. Landlord shall notify Tenant of same in writing ("Offer Notice"). The Offer Notice shall set forth as Base Rent for the Opportunity Space the then current rate and tenant improvement allowance, together with any underground reserved parking spaces as may then be available, that Landlord is willing to offer to Tenant for comparable space in the Building and for a period of time which corresponds to the remaining Lease Term hereof.

(b) Tenant shall have five (5) Business Days following its receipt of the Offer Notice to notify Landlord, in writing, that Tenant elects to lease all (but Tenant shall have no right to elect to lease less than all) of the Opportunity Space. If Tenant fails to notify Landlord within such five (5) Business Day period, Tenant shall be deemed to have elected not to exercise its Opportunity Right and Landlord shall be free to lease the applicable Opportunity Space to any third party within one hundred twenty (120) days following delivery of the Offer Notice; provided that Landlord shall not grant any renewal rights beyond an initial term with respect to any lease of the Opportunity Space, and this Section 2.13 will continue to apply upon expiration of any lease of the Opportunity Space to a third party.

(c) If Tenant does exercise its Opportunity Right by providing written notice to Landlord within such five (5) Business Day period, the Opportunity Space shall be added to the Premises at the equivalent Base Rent amount (on a per square foot basis) then being paid by Tenant to Landlord under this Lease, and with Tenant being entitled to a pro-rated portion of the Tenant Improvement Allowance (if the Opportunity Right is exercised during the initial Term only, but not during any Renewal Term). With respect to the Tenant Improvement Allowance, by way of illustration, if the Opportunity Right is exercised with 13 months left in the initial Term of this Lease, Tenant will be entitled to an allowance equal to $7.00 for each square foot of the Opportunity Space (13/65 months = .20 x $35.00 = $7.00). Except as set forth herein, the Opportunity Space shall be leased to Tenant on all of the same terms and conditions set forth in this Lease.

(d) Subject to Landlord providing an improvement allowance as set forth in Landlord's Offer Notice, any Opportunity Space shall be leased to Tenant "as-is" and any improvements desired by Tenant shall be constructed subject to the terms and conditions set forth elsewhere in this Lease. The commencement date for the Opportunity Space shall be the earlier of sixty (60) days after Landlord makes the applicable

Opportunity Space available to Tenant for the construction of leasehold improvements or the date Tenant begins conducting business in the Opportunity Space.

(e) Notwithstanding anything contained in this Section 2.1 to the contrary, unless Tenant has exercised its Renewal Option pursuant to Section 2.12 hereof, the Opportunity Right granted herein shall expire automatically on the Renewal Option Exercise Date.

SECTION 3: BASE RENT, ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE

3.1 PAYMENT OF RENTAL. Tenant agrees to pay Base Rent, Additional Rent and any other sum due under this Lease to Landlord without demand, deduction, credit, adjustment or offset of any kind or nature, in lawful money of the United States when due under this Lease, at the offices of Manager at Manager's Address, or to such other party or at such other place as Landlord may from time to time designate in writing. If this Lease does not specify a due date with respect to any sum payable by Tenant hereunder, such sum shall be due ten (10) calendar days after written demand for such payment is given to Tenant.

3.2 BASE RENT. Tenant agrees to pay Base Rent to Landlord without demand, in advance on or before the first day of each calendar month of the Lease Term. Base Rent for any partial month at the beginning or end of the Lease Term shall be prorated. On execution of this Lease, Tenant has paid to Landlord the amount specified in the definition of Prepaid Rent for the month specified in the definition of that term. Base Rent for any partial month at the beginning of the Lease Term shall be paid by Tenant on the Commencement Date.

3.3 INTENTIONALLY OMITTED.

3.4 ADDITIONAL RENT. Definitions of certain terms used in this paragraph are set forth in subparagraph 3.4.5. Tenant agrees to pay to Landlord additional rent as computed in this paragraph (individually and collectively the "Additional Rent"):

3.4.1 RENTAL ADJUSTMENT FOR ESTIMATED OPERATING COSTS. Landlord shall furnish Tenant a written statement of Estimated Operating Costs Allocable to the Premises for each Year and the amount payable monthly by Tenant for such Costs shall be computed as follows: one-twelfth (1/12) of the amount, if any, by which the Estimated Operating Costs Allocable to the Premises exceeds the Base Amount Allocable to the Premises shall be Additional Rent and shall be paid monthly by Tenant for each month during such Year after the Commencement Date. If Landlord fails to deliver a written statement of the Estimated Operating Costs for any Year, Tenant shall continue to make monthly payments on account of the Estimated Operating Costs in an amount equal to the estimated monthly payment amount established for the preceding Year. If any such written statement is furnished after the commencement of the Year (or as to the first Year during the Lease Term, after the Commencement Date), Tenant shall also make a retroactive lump-sum payment to Landlord equal to the monthly payment amount multiplied by the number of months during the Year (or as to the first Year during the Lease Term, after the Commencement Date) prior to delivery of such written statement, less any payments made by Tenant for Estimated Operating Costs Allocable to the Premises for such period.

3.4.2 ACTUAL COSTS. Within four (4) months after the close of each Year, Landlord shall deliver to Tenant a written statement setting forth the Operating Costs and the Operating Costs Allocable to the Premises during the preceding Year. If such Operating Costs Allocable to the Premises for any Year exceed the Estimated Operating Costs Allocable to the Premises paid by Tenant to Landlord pursuant to subparagraph 3.4.1 for such Year, Tenant shall pay the amount of such excess to Landlord within thirty (30) calendar days after receipt of such statement by Tenant. If such statement shows the Operating Costs Allocable to the Premises to be less than the Estimated Operating Costs Allocable to the Premises paid by Tenant to Landlord pursuant to subparagraph 3.4.1, then the amount of such overpayment shall be paid by Landlord to Tenant within thirty (30) calendar days following the date of such statement or, at Landlord's option, shall be credited towards the installment(s) of Additional Rent next coming due from Tenant.

3.4.3 DETERMINATION. The determination of Operating Costs Allocable to the Premises shall be reasonably made by Landlord. Any sums payable under this Lease pursuant to this paragraph shall be Additional Rent and, in the event of nonpayment of such sums, Landlord shall have the same rights and remedies with respect to such nonpayment as it has with respect to nonpayment of the Base Rent due under this Lease. Tenant shall have the right to contest any determination of Operating Costs Allocable to the Premises and the Base Amount allocable to the Premises within 90 days after delivery of Landlord's statement of same to Tenant. Landlord shall make its books and records available to Tenant and/or Tenant's agent at Landlord's place of business during Landlord's normal business hours. Notwithstanding the foregoing in the event such audit indicates negligence or fraud on Landlord's part, and the Tenant overpaid by more than 5% of the actual Operating Costs Allocable to the Premises. Landlord shall reimburse Tenant for the cost of Tenant's inspection if Landlord's books and records. In any event, if an audit reveals that any excess amount was incorrectly charged to Tenant, such excess amount shall be promptly refunded by Landlord to Tenant.

3.4.4 END OF TERM. If this Lease shall terminate on a day other than the last day of a Year, (a) Landlord shall estimate the Operating Costs Allocable to the Premises for such Year predicated on the most recent reliable information available to Landlord; (b) the amount determined under clause (a) of this sentence shall be prorated by multiplying such amount by a fraction, the numerator of which is the number of calendar days within the Lease Term in such Year and the denominator of which is 365; (c) the Base Amount Allocable to the Premises shall be prorated in the manner described in clause (b); (d) the clause
(c) amount (i.e., the prorated Base Amount Allocable to the Premises) shall be deducted from the clause (b) amount (i.e., the prorated Operating Costs Allocable to the Premises); (e) if the clause (d) amount exceeds the Estimated Operating Costs Allocable to the Premises paid by Tenant for the last Year in the Lease Term, then Tenant shall pay the excess to Landlord within thirty (30) calendar days after Landlord's delivery to Tenant of a statement for such excess; and (f) if the Estimated Operating Costs Allocable to the Premises paid by Tenant for the last Year in the Lease Term exceeds the clause (d) amount, then Landlord shall refund to Tenant the excess within the thirty (30) calendar day period described in clause (e). Landlord's and Tenant's obligations under this paragraph shall survive the expiration or other termination of this Lease.

3.4.5 DEFINITIONS. Each underlined term in this subparagraph shall have the meaning set forth next to that underlined term:

BASE AMOUNT ALLOCABLE TO THE PREMISES: ____ (Zero (0) if not filled
in).

ESTIMATED OPERATING COSTS ALLOCABLE TO THE PREMISES: Landlord's estimate of Operating Costs allocable to the Premises for a Year to be given by Landlord to Tenant pursuant to subparagraph 3.4.1.

OPERATING COSTS: All reasonable expenses paid or incurred by Landlord for maintaining, operating, and repairing any or all of the Land, Building, related improvements, and the personal property used in conjunction with such Land, Building and related improvements such as lawn and garden equipment, snow removal equipment, tools and supplies, including all expenses paid or incurred by Landlord for: (a) utilities, including electricity, water, gas, sewers, refuse collection, telephone charges, cable television or other electronic or microwave signal reception, steam, heat, cooling or any other service which is now or in the future considered a utility and which are not payable directly by tenants in the Building; (b) supplies; (c) cleaning and janitorial services (including window washing), landscaping and landscaping maintenance (including irrigating, trimming, moving, fertilizing, seeding and replacing plants), snow removal and other services; (d) security services, if any; (e) insurance (including deductible amounts); (f) commercially reasonable management fees consistent with those of other first class office buildings in Northern Lake County, Illinois for general and customary real property management services; (g) Property Taxes, tax consultant fees and expenses, and costs of appeals of any Property Taxes; (h) services of independent contractors; (i) compensation (including employment and fringe benefits) of all persons who perform duties in connection with any service, repair, maintenance, replacement or improvement or other work included in this subparagraph; (j) license, permit and inspection fees; (k) assessments and special assessments imposed by or arising in relation to the Conway Park Owners Association; (l) rental of any machinery or equipment; (m) audit fees and accounting services directly related to or for the Building, whether allocated in whole or in part, as appropriate, and charges for the computation of the rents and charges payable by tenants in the Building (but only to the extent the cost of such fees and services are in addition to the cost of the management fee); (n) maintenance and service contracts; (o) cost of maintenance, repairs and replacements (of non-capital items); (p) roof repairs, resurfacing and replacements (with such replacements being amortized over their useful lives, pursuant to generally accepted accounting principles, together with market interest on their unamortized balances); (q) parking lot maintenance, repairs, resurfacing and replacements (with such replacements being amortized over their useful lives, pursuant to generally accepted accounting principles, together with market interest on their unamortized balances); (r) legal fees and other similar expenses to the extent that they benefit the tenants or Building generally; (s) costs incurred by Landlord for compliance with Access Laws, except to the extent incurred as a result of Landlord's or Landlord's Agents' negligence during the initial construction of the Building, all as set forth in the paragraph captioned "Access Laws"; (t) elevator service and repair, if any; and (u) any other expense or charge which in accordance with generally accepted accounting principles would be considered an expense of maintaining, operating, or repairing the Building. Operating Costs shall also include an amount necessary to amortize the cost of improvements installed with reasonable expectations of improving operating efficiency or to reduce or maintain Operating Costs, the cost to replace carpeting, draperies and wall coverings for the common areas of the Building following substantial completion of the Building and the cost of all capital improvements required by governmental agencies following substantial

completion of the Building; all amortized over their useful lives together with market interest on their unamortized balances.

Operating Costs shall not include any of the following: ground rent; interest and amortization of funds borrowed by Landlord for items other than capital improvements to the Building; leasing commissions and advertising and space planning expenses incurred in procuring tenants; structural corrections to defects in the foundation, walls or roof of the Building; costs relating to the preparation of Landlord's tax returns, franchise or any taxes payable by Landlord based on Landlord's income, fines, penalties or interest due to Landlord's negligence or inability to make payments when due; legal fees or similar expenses relating to disputes or negotiations with current or prospective or former tenants; and salaries, wages, or other compensation paid to any employees of Landlord or Landlord's Agents for services not directly related to management, maintenance or repair of the Building, and remediation of Hazardous Substances at the Building, or the Land if such Hazardous Substances are brought to the Building or Land by Landlord. If less than ninety-five percent (95%) of the net rentable area of the Building is occupied by tenants at all times during any Year, then Operating Costs for such Year shall include all additional costs and expenses that Landlord reasonably determines would have been incurred had ninety-five percent (95%) of the Building been occupied at all times during such Year by tenants; it being understood that fixed expenses not dependent upon occupancy levels, such as real estate taxes, shall not be included as part of the foregoing computation.

OPERATING COSTS ALLOCABLE TO THE PREMISES: The product of Tenant's Pro Rata Share times Operating Costs.

3.5 UTILITIES.

3.5.1 Landlord shall have the right from time to time to select the company or companies providing local telephone and telecommunication services to the Building. Tenant shall contract directly and pay for all telephone and other telecommunication services used on or from the Premises together with any taxes, penalties, surcharges or similar charges relating to such services. If Tenant desires to use the services of a provider of local telephone or telecommunication services whose equipment is not then servicing the Building, no such provider shall be permitted to install its lines or other equipment within the Building without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.

3.5.2 Tenant shall, as part of the Tenant Improvements, install necessary electricity meter reading devices and separately meter the Premises for the provision of electricity to the Premises and may use the Landlord's electrical distribution system with respect to such installation; provided, however, that Landlord reserves the right to select the electric utility provider to the Building and that the obligation of Landlord to make available electricity or other utilities at the Building shall be subject to the rules and regulations of the supplier of such utilities and of any municipal or other governmental authority regulating the business of providing such utility service. Tenant shall pay for electricity based on such meters directly and shall pay any meter reading charges which may be incurred by Landlord. Tenant shall not use any electrical equipment which may overload the wiring installations or electrical load capacity of the system or interfere with the use of electricity by Landlord or other tenants of the Building. Tenant shall not at

any time submeter the Premises without Landlord's prior written consent. Notwithstanding anything contained herein to the contrary, in any and all events. Tenant shall be responsible to pay for all electricity, other than electricity which is used in connection with HVAC and which is included as part of Tenant's Additional Rent payments hereunder, consumed in the Premises during the Lease Term. If at any time during the Term the Premises are not separately metered, or the Tenant's electricity is not being provided by or through such separate metering, whether temporarily, sporadically or permanently, Tenant shall pay for electricity based on Landlord's reasonable estimate of Tenant's usage.

3.6 HOLDOVER. If Landlord agrees in writing that Tenant may hold over after the expiration or termination of this Lease, and Landlord and Tenant do not otherwise agree in writing on the terms of such holding over, then the hold over tenancy shall be subject to termination by Landlord at any time upon not less than thirty (30) days advance written notice, or by Tenant at any time upon not less than thirty (30) days advance written notice, and all of the other terms and provisions of this Lease shall be applicable during that period, except that Tenant shall pay Landlord from time to time upon demand, as Base Rent for the period of any hold over, an amount equal to 150% of the Base Rent in effect on the termination date, computed on a daily basis for each day of the hold over period. Such payment shall not release the Tenant from Tenant's obligation to pay Additional Rent and any other sums due under this Lease. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly, agreed by Landlord in writing. The foregoing notwithstanding, if Landlord does not agree in writing that Tenant may hold over after the expiration or termination of this Lease. Tenant shall pay the daily Base Rent, Additional Rent and other sums during the period of such holding over as set forth above, and Landlord shall be entitled to pursue all remedies at law and in equity to which Landlord is entitled, including, without limitation, rights to ejectment and damages.

3.7 LATE CHARGE. If Tenant fails to make any payment of Base Rent, Additional Rent or other amount within five (5) days of the date when due under this Lease. Tenant shall also pay a late charge equal to five percent (5%) of the amount of any such payment; provided that Landlord agrees to waive the late charge for the first late payment in any Year of this Lease. Landlord and Tenant agree that this charge compensates Landlord for the administrative costs caused by the delinquency. The parties agree that Landlord's damage would be difficult to compute and the amount stated in this paragraph represents a reasonable estimate of such damage. Assessment or payment of the late charge contemplated in this paragraph shall not excuse or cure any Event of Default or breach by Tenant under this Lease or impair any other right or remedy provided under this Lease or under law.

3.8 DEFAULT RATE. Any Base Rent, Additional Rent or other sum payable under this Lease which is not paid within five (5) days of the date when due shall bear interest at a rate equal to the lesser of: (a) the published prime rate of Riggs Bank, N.A. or such other national banking institution designated by Landlord if such bank ceases to publish a prime rate (the "Prime Rate"), then in effect, plus two (2) percentage points, or (b) the maximum rate of interest per annum permitted by applicable law (the "Default Rate"), but the payment of such interest shall not excuse or cure any Event of Default or breach by Tenant under this Lease or impair any other right or remedy provided under this Lease or under law.

SECTION 4: GENERAL PROVISIONS

4.1 MAINTENANCE AND REPAIR BY LANDLORD. Subject to the paragraphs captioned "Damage or Destruction" and "Condemnation", Landlord shall maintain the public and common areas of the Building

in reasonably good order and condition, except for damage occasioned by the act or omission of Tenant or Tenant's Agents which shall be paid for entirely by Tenant upon demand by Landlord, and ordinary wear and tear. In the event any or all of the Building becomes in need of maintenance or repair which Landlord is required to make under this Lease, upon knowledge, discovery or intent to undertake such maintenance or repair, Tenant or Landlord, as the case may be, shall promptly give written notice to the other party; it being understood that Landlord shall not be obligated in any way to commence such maintenance or repairs until a reasonable time elapses after Landlord's receipt or delivery of any such notice.

4.2 MAINTENANCE AND REPAIR BY TENANT. Except as is expressly set forth as Landlord's responsibility pursuant to the paragraphs captioned "Maintenance and Repair by Landlord" in paragraph 4.1 hereof, and "Building Service" in paragraph 4.4 hereof. Tenant shall at Tenant's sole cost and expense keep and maintain the Premises in good condition and repair. If Tenant fails to maintain or repair the Premises in accordance with this paragraph, then Landlord may, but shall not be required to, enter the Premises upon ten (10) calendar days prior written notice to Tenant (or immediately without any notice in the case of an emergency) to perform such maintenance or repair at Tenant's sole cost and expense. Tenant shall pay to Landlord the reasonable cost of such maintenance or repair within thirty (30) calendar days after written demand from Landlord.

4.3 COMMON AREAS/SECURITY/PARKING. The common areas of the Building shall be subject to Landlord's sole management and control. Without limiting the generality of the immediately preceding sentence, Landlord reserves the exclusive right as it deems necessary or desirable to install, construct, remove, maintain and operate lighting systems, facilities, improvements, equipment and signs on, in or to all parts of the common areas; change the number, size, height, layout, or locations of walks, driveways and truckways or parking areas now or later forming a part of the Land or Building; make alterations or additions to the Building or common area; close temporarily all or any portion of the common areas to make repairs, changes or to avoid public dedication: grant easements to which the Land will be subject, replat, subdivide, or make other changes to the Land; place, relocate and operate utility lines at the Land and Building; and use or permit the use of all or any portion of the roofs of the Building. Landlord has no duty or obligation to provide any security services in, on or around the Premises, Land or Building, and Tenant recognizes that security services, if any, provided by Landlord will be for the sole benefit of Landlord and the protection of Landlord's property and under no circumstances shall Landlord be responsible for, and Tenant waives any rights with respect to, Landlord providing security or other protection for Tenant or Tenant's Agents or property in, on or about the Premises, Land or Building. During the Lease Term, as may be extended, and provided that an Event of Default has not occurred and is not then continuing, Tenant shall be entitled to eight (8) underground reserved parking spaces at the Building. Landlord shall maintain a 4.0/1,000 square foot ratio for outdoor surface parking spaces at the Building and the Land; provided that Landlord reserves the right to relocate parking areas and driveways and to build additional improvements in the common areas of the Building and the Land; provided that the parking areas shall remain in reasonably close proximity to the Building.

4.4 BUILDING SERVICES.

4.4.1 Landlord shall use all commercially reasonable efforts to provide the following services and facilities to the Premises:

(a) Heating, ventilating and air conditioning during Business Hours subject to such regulations as the Department of Energy or other Governmental Agency shall adopt from time to time. Tenant agrees to cooperate fully with Landlord and to abide by all the rules and regulations which Landlord may reasonably prescribe (which rules and regulations shall be uniformly prescribed and applied) for the proper functioning and protection of the heating, ventilating and air conditioning systems. If Tenant requires heating, ventilation and air conditioning service at times other than Business Hours, Landlord shall use diligent efforts to supply the same upon reasonable prior notice, to be paid for by Tenant, within ten (10) calendar days of billing, at a rate to be determined from time to time by Landlord, which rate shall equal Landlord's reasonably estimated actual cost for such service, which the parties acknowledge is currently equal to, and shall not in any event exceed, $75.00 per hour.

(b) Subject to payment of the charges therefor by Tenant, electricity for normal office use, including normal office equipment, in the Premises.

(c) Cleaning and maintenance of common areas in the Building in a manner consistent with first class buildings in northern Lake County,

(d) Continuous passenger elevator service during Business Hours, and service via at least one (1) elevator car at all other times, 24 hours per day, each day of the Year.

(e) Janitorial services, including cleaning of the Premises, in accordance with Exhibit E and consistent with first class buildings in northern Lake County. Landlord shall furnish cleaning services to kitchens, lunchrooms and non-Building standard lavatories in the Premises; provided that Landlord shall not be required to provide cleaning services to any personal items comprising such kitchens, lunchrooms, and non-Building standard lavatories, including without limitation, washing dishes, stacking chairs, replacing accouterments, etc.

(f) Water for lavatory and drinking purposes.

4.4.2 Tenant shall reimburse Landlord for any and all additional cleaning expenses incurred by Landlord, including garbage and trash removal expenses over and above the normal cleaning provided by Landlord or due to the presence of a lunchroom or kitchen or food or beverage dispensing machines within the Premises. No food or beverage dispensing machines shall be installed by Tenant in the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.

4.4.3 The services described in subparagraph 4.4.1 may be subject to slowdown interruption or stoppage due to the order of any Governmental Agency, Force Majeure, or the maintenance, repair, replacement or improvement of any of the equipment involved in the furnishing of any such service. No such slowdown interruption or stoppage of any such service shall be construed as an eviction, actual or constructive, of Tenant, nor shall same cause any abatement of Base Rent or Additional Rent or relieve Tenant from any of its obligations under this Lease. Landlord agrees to use all commercially reasonable efforts to resume the affected service promptly following any such slowdown interruption or stoppage. Landlord will provide Tenant, whenever reasonably possible, advance notice of any scheduled service slowdowns, interruptions or stoppages of which it has knowledge. Notwithstanding anything to the contrary aforesaid, if, as a result of the negligence of Landlord or Landlord's Agents, there is an interruption or discontinuance in the furnishing by Landlord of any Building Services (as described in

paragraph 4.4.1) to the Premises which results in Tenant being unable to reasonably operate at the Premises or having vacated the Premises due to such an interruption or discontinuance, in each case for a period in excess of seven (7) consecutive full calendar days after notice to Landlord by Tenant, all regularly payable Base Rent required under this Lease shall abate from the end of such period until the earlier of the date Tenant reenters and reasonably uses the Premises, or such time as Building Services are restored, such that Tenant is again reasonably able to operate at the Premises. If only a portion of the Premises is untenantable, Base Rent shall be abated in the proportion that the untenantable rentable area of the Premises bears to the total rentable area of the Premises.

4.4.4 Tenant shall be entitled to use a portion of the storage space in the lower level of the Building (the "Storage Space"), to the extent then available from time to time, as determined by Landlord in its reasonable discretion. With respect to any Storage Space made available to Tenant, Tenant shall pay to Landlord rent in an amount equal to $10.75 for each square foot of storage space, escalating at a rate of 3% per annum. The rent to be paid for the Storage Space shall be added to Base Rent and shall be due as and when Base Rent is due and payable. Tenant shall not be liable to pay any Additional Rent with respect to its occupancy of the Storage Space. Tenant shall occupy the Storage Space in its "as is" condition, with all faults and with all risks; provided, however that Tenant shall not be required to make any repairs or improvements to the Storage Space unless Tenant causes damage thereto and provided further that Tenant shall maintain the Storage Space in a good condition and shall keep the Storage Space free of any rubbish, debris and other waste materials. Landlord makes no representation or warranty regarding the Storage Space whatsoever. Tenant's right to occupy the Storage Space shall terminate automatically and immediately upon (i) the expiration or earlier termination of this Lease, (ii) the occurrence of an Event of Default hereunder, or (iii) at any time upon not less than thirty (30) days' prior written notice from Tenant to Landlord. Upon termination of Tenant's occupancy of the Storage Space. Tenant shall immediately vacate the Storage Space in a broom clean condition.

4.5 TENANT ALTERATIONS. Tenant shall not make any alterations, additions or improvements in or to the Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing or wiring (individually and collectively "Tenant Alterations"), without first obtaining the consent of Landlord which shall not be unreasonably withheld or delayed. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations and, if consent by Landlord is given, all such work shall be performed at Tenant's expense by Landlord or by Tenant at Landlord's election. Tenant may select its own contractor to perform the Tenant Alterations, subject to Landlord's reasonable approval and the contractor's willingness to enter into Landlord's form of agreement with respect to construction of the Tenant Alterations. Tenant shall reimburse Landlord, upon receipt of demand therefor, for all out-of-pocket costs and expenses incurred by Landlord related to its review of Tenant's plans and specifications (regardless of whether Landlord approves Tenant's request). Upon completion of the Tenant Alterations, Tenant shall pay Landlord an amount equal to Landlord's reasonable out-of-pocket costs in connection with Landlord's coordination, administration and inspection of such work. Without limiting the generality of the foregoing. Landlord may require Tenant (if Landlord has elected to require Tenant to perform the Tenant Alterations), at Tenant's sole cost and expense, to obtain and provide Landlord with proof of insurance coverage and a payment and performance bond, in forms, amounts and by companies acceptable to Landlord. All Tenant Alterations to the Premises, regardless of which party constructed them, shall become the property of Landlord (except for Tenant's trade fixtures, which shall remain Tenant's property) and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, upon the expiration or earlier termination of this Lease, at Landlord's election and upon notice to Tenant (which

election shall be made and notice shall be given at the time of Landlord's approval of the Tenant Alterations), Tenant shall be required to remove some or all of the Tenant Alterations as designated in Landlord's notice to Tenant. If Tenant fails to remove any such Tenant Alterations as required by Landlord's consent, Landlord may do so and Tenant shall pay to Landlord the entire cost thereof plus an administrative charge of five percent (5%) within ten (10) calendar days after Tenant's receipt of Landlord's written demand therefor. Nothing contained in this paragraph or the paragraph captioned "Tenant's Work Performance" shall be deemed a waiver of the provisions of the paragraph captioned "Mechanic's Liens".

4.6 TENANT'S WORK PERFORMANCE. If Landlord elects to allow Tenant to perform the Tenant Alterations, then the Tenant Alterations shall be performed by contractors employed by Tenant under one or more construction contracts, in form and content approved in advance in writing by Landlord (which approval shall be subject to Landlord's discretion (but shall not be unreasonably withheld) and may include a requirement that the prime contractor and the respective subcontractors: (a) be parties to, and bound by, a collective bargaining agreement with a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO and (b) employ only members of such labor organizations to perform work within their respective jurisdictions). Tenant's contractors, workers and suppliers shall work in harmony with and not interfere with workers or contractors of Landlord or other tenants of Landlord. If Tenant's contractors, workers or suppliers do, in the opinion of Landlord, cause such disharmony or interference, Landlord's consent to the continuation of such work may be withdrawn upon written notice to Tenant. All Tenant Alterations shall be (1) completed in accordance with the plans and specifications approved by Landlord, (2) completed in accordance with all Governmental Requirements; (3) carried out promptly in a good and workmanlike manner; (4) of all new materials;
(5) free of defect in materials and workmanship; and (6) inspected for quality control (punchlisted) by Landlord's construction manager. Any and all portions of the Tenant Alterations not meeting Landlord's quality and building standards shall be corrected by Tenant, at Tenant's expense, within thirty (30) days after notification of such defects by Landlord. If Tenant fails to bring the work in question up to the required standards within such 30 day period. Landlord may complete such work (but shall have no obligation to do so) and Tenant shall pay the entire cost thereof to Landlord within ten (10) calendar days after Tenant's receipt of Landlord's written demand therefor. Tenant shall pay for all damage to the Premises, Building and Land caused by Tenant or Tenant's Agents. If Tenant performs the Tenant Alterations, Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Agents from any Claims arising as a result of any defect in design, material or workmanship of any Tenant Alterations.

4.7 SURRENDER OF POSSESSION. Subject to the last subparagraph of the paragraph captioned "Insurance", Tenant shall, at the expiration or earlier termination of this Lease, surrender and deliver the Premises to Landlord in as good condition as when received by Tenant from Landlord or as later improved, reasonable use and wear excepted. Tenant shall give notice to Landlord at least twenty (20) calendar days prior to vacating the Premises and shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or arrange such joint inspection, and after the further failure of Tenant to meet with Landlord for a joint inspection within two (2) days of Landlord's written demand to Tenant for a joint inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration.

4.8 REMOVAL OF PROPERTY. Upon expiration or earlier termination of this Lease, Tenant may remove its trade fixtures, affixed personal property, office supplies and office furniture and equipment if

(a) such items are readily moveable, or if attached to the Premises are able to be removed without permanent damage to the Premises; (b) such removal is completed prior to the expiration or earlier termination of this Lease; (c) an Event of Default by Tenant with respect to any covenant or condition of this Lease has not occurred and is not then continuing at the time of such removal; and (d) Tenant promptly repairs all damage caused by or resulting from such removal; and Tenant shall promptly remove all such property if requested to do so by Landlord. All other property in the Premises and any Tenant Alterations (including, wall-to-wall carpeting, paneling, wall covering or lighting fixtures and apparatus) or any other article affixed to the floor, walls, ceiling or any other part of the Premises or Building, shall become the property of Landlord and shall remain upon and be surrendered with the Premises, except as may be otherwise provided in the paragraph captioned "Tenant Alterations" or the paragraph captioned "Tenant's Contribution to Tenant Improvement Costs". Tenant waives all rights to any payment or compensation for such property. If, at the expiration or earlier termination of this Lease or at such time as Landlord exercises its right of re-entry, Tenant has failed to remove any property from the Premises, Building or Land which it is entitled or required to remove as provided in this Lease, Landlord may, at its option, remove and store such property without liability for loss of or damage to such property, such storage to be for the account and at the expense of Tenant. If Tenant fails to pay the cost of storing any such property, Landlord may, at its option, after reasonable written notice providing an opportunity to cure to Tenant, sell or permit to be sold, any or all such property at public or private sale (and Landlord may become a purchaser at such sale), in such manner and at such times and places as Landlord in its sole discretion may deem proper, without further notice to Tenant, and Landlord shall apply the proceeds of such sale: first, to the cost and expense of such sale, including reasonable attorney's fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the payment of any other sums of money which may then be or later become due Landlord from Tenant under this Lease; and, fourth, the balance, if any, to Tenant.

4.9 ACCESS. Tenant shall permit Landlord and Landlord's Agents to enter into the Premises at any reasonable time, and upon reasonable prior notice in any non-emergency situation, for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Landlord shall have the right to enter the Premises for the purpose of showing the Premises to prospective tenants within the period of one hundred eighty (180) calendar days prior to the expiration or sooner termination of this Lease. Landlord shall not be liable for the consequences of admitting by passkey, or refusing to admit to the Premises. Tenant or any of Tenant's Agents, or other persons claiming the right of admittance.

4.10 DAMAGE OR DESTRUCTION.

4.10.1 If the Premises are damaged by fire, earthquake or other casualty, Landlord shall, within forty-five (45) calendar days, estimate whether the damage can be repaired within two-hundred-seventy (270) calendar days, and if so, and if there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord's estimation, the damage cannot be repaired within such 270 day period or if there are insufficient insurance proceeds available to repair such damage, Landlord may elect in its absolute discretion to either:

(a) terminate this Lease or (b) restore the Premises to substantially the condition which existed prior to the damage and this Lease will continue. If Landlord restores the Premises under this paragraph, then (1) Tenant shall pay to Landlord, upon demand, Tenant's Pro Rata Share of any applicable deductible amount specified under Landlord's insurance and (2) Landlord shall not be required to repair or restore any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage, Tenant Alterations or Tenant Improvements which are in excess of the Tenant Improvement Allowance, unless Landlord or Landlord's Agents caused the damage which requires such repair or restoration. Base Rent, Additional Rent and any other sum due under this Lease during any reconstruction period shall be abated as equitable under the circumstances. Tenant agrees to look to the provider of Tenant's insurance for coverage for the loss of Tenant's use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.

4.10.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage. Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within sixty (60) calendar days after the occurrence of such damage. Such notice shall be effective thirty (30) calendar days after receipt by Tenant unless a later date is set forth in Landlord's notice. If, within the last twelve (12) months of the Term of this Lease, the Premises is damaged by fire, earthquake or other casualty and more than one-third (33.33%) of the Premises is rendered untenantable. Tenant may elect to terminate this Lease by notice in writing to Landlord within thirty
(30) calendar days after the occurrence of such damage, in which event this Lease shall be null and void. Such notice shall be effective ten (10) calendar days after receipt by Landlord unless a later date is set forth in Tenant's notice.

4.10.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises, or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) calendar days after such requirement is made by such holder.

4.11 CONDEMNATION. If all of the Premises, or such portions of the Building as may be required for the Tenant's reasonable use of the Premises, are taken by eminent domain or by conveyance in lieu thereof, this Lease shall automatically terminate as of the date the physical taking occurs, and all Base Rent, Additional Rent and other sums payable under this Lease shall be paid to that date. In case of taking of a part of the Premises or a portion of the Building not required for the Tenant's reasonable use of the Premises, then this Lease shall continue in full force and effect and the Base Rent shall be equitably reduced based on the proportion by which the floor area of the Premises is reduced, such reduction in Base Rent to be effective as of the date the physical taking occurs. Additional Rent and all other sums payable under this Lease shall be abated and Tenant's Pro Rata Share may be redetermined as equitable under the circumstances. Landlord reserves all rights to damages or awards for any taking by eminent domain relating to the Premises, Building, Land and the unexpired term of this Lease. Tenant assigns to Landlord any right Tenant may have to such damages or award and Tenant shall make no claim against Landlord for damages for termination of its leasehold interest or interference with Tenant's business. Tenant shall have the right, however, to claim and recover from the condemning authority compensation for any loss to which Tenant may be entitled; provided that, such expenses or costs may be claimed only if they are awarded separately in the eminent domain proceedings.

4.12 INTENTIONALLY OMITTED.

4.13 INDEMNIFICATION. Except to the extent arising out of the negligence or wilful misconduct of Landlord or Landlord's Agents or employees, Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Agents from and against any and all third party Claims, arising in whole or in part out of (a) the possession, use or occupancy of the Premises or the business conducted in the Premises, (b) any act, omission or negligence of Tenant or Tenant's Agents, or (c) any Event of Default under this Lease by Tenant. Except as expressly provided to the contrary in the last sentence of this paragraph 4.13, neither Landlord nor Landlord's Agents shall, to the extent permitted by law, have any liability to Tenant, or to Tenant's Agents, for any Claims arising out of any cause whatsoever, including repair to any portion of the Premises; interruption in the use of the Premises or any equipment therein; any accident or damage resulting from any use or operation by Landlord, Tenant or any person or entity of heating, cooling, electrical, sewerage or plumbing equipment or apparatus:
termination of this Lease by reason of damage to the Premises or Building; fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; inability to furnish any service required of Landlord as specified in this Lease; or leakage in any part of the Premises or the Building from rain, ice or snow, or from drains, pipes or plumbing fixtures in the Premises or the Building: except for third party Claims arising solely out of the gross negligence or willful misconduct of Landlord in failing to repair or maintain the Building as required by this Lease after notice by Tenant as required by the paragraph captioned "Maintenance and Repair by Landlord" provided that, in no event shall Landlord be responsible for any interruption to Tenant's business or for any indirect or consequential losses suffered by Tenant or Tenant's Agents. The obligations of this paragraph shall be subject to the paragraph captioned "Waiver of Subrogation". Notwithstanding the foregoing to the contrary, except to the extent arising out of the intentional or negligent acts of Tenant or Tenant's Agents, employees, Landlord shall indemnify and hold harmless Tenant and Tenant's Agents from and against any and all third party Claims arising out of the negligence or wilful misconduct of Landlord or Landlord's Agents or employees.

4.14 TENANT INSURANCE.

4.14.1 Tenant shall throughout the Lease Term, at its own expense, keep and maintain in full force and effect:

(a) A policy of commercial general liability insurance, including a contractual liability endorsement covering Tenant's obligations under the paragraph captioned "Indemnification", insuring against claims of bodily injury and death or property damage or loss with a combined single limit at the Commencement Date of this Lease of not less than Two Million Dollars ($2,000,000.00), which limit shall be reasonably increased during the Lease Term at Landlord's request to reflect both increases in liability exposure arising from inflation as well as from changing use of the Premises or changing legal liability standards, which policy shall be payable on an "occurrence" rather than a "claims made" basis, and which policy names Landlord and Manager and, at Landlord's request Landlord's mortgage lender(s) or investment advisors, as additional insureds; and

(b) A policy of extended property insurance (which is commonly called "all risk") covering overstandard Tenant Improvements, Tenant Alterations, and any and all furniture, fixtures, equipment, inventory, improvements and other property in or about the Premises which is not owned by Landlord, for one hundred percent (100%) of the then current replacement value of such property.

4.14.2 All insurance policies required under this paragraph shall be with companies having a Best's rating of A-VIII or better, and each policy shall provide that it is not subject to cancellation or reduction in coverage except after thirty (30) calendar days' written notice to Landlord. Tenant shall deliver to Landlord and, at Landlord's request Landlord's mortgage lender(s), prior to the Commencement Date and from time to time thereafter, certificates evidencing the existence and amounts of all such policies.

4.14.3 If Tenant fails to acquire or maintain any insurance or provide any certificate required by this paragraph, Landlord may, but shall not be required to, obtain such insurance or certificates and the costs associated with obtaining such insurance or certificates shall be payable by Tenant to Landlord on demand.

4.15 LANDLORD'S INSURANCE. Landlord shall, throughout the Lease Term, keep and maintain in full force and effect:

4.15.1 A policy of commercial general liability insurance, insuring against claims of bodily injury and death or property damage or loss with a combined single limit at the Commencement Date of not less than Five Million Dollars ($5,000,000.00), which policy shall be payable on an "occurrence" rather than a "claims made" basis; and

4.15.2 A policy of extended property insurance (what is commonly called "all risk") covering the Building, Tenant Improvements and Landlord's personal property, if any, located on the Land in the amount of one hundred percent (100%) of the then current replacement value of such property.

Landlord may, but shall not be required to, maintain property insurance coverage for earthquakes, floods and such other perils in such amounts as Landlord deems appropriate. Such policies may be "blanket" policies which cover other properties owned by Landlord and shall be with an insurance company having a Best rating of A-VIII or better. The cost of all insurance policies maintained by Landlord relating to the Land, Building or Premises or the income derived from "loss of rent" insurance, as the case may be, shall be Operating Costs. To the extent that any payment on an insurance claim under any Landlord's policy is reduced by a deductible, such deductible shall be an Operating Cost.

4.16 WAIVER OF SUBROGATION. Notwithstanding anything in this Lease to the contrary, Landlord and Tenant hereby each waive and release the other from any and all Claims or any loss or damage that may occur to the Land, Building, Premises, or personal property located therein, by reason of fire or other casualty regardless of cause or origin, including the negligence or misconduct of Landlord, Tenant, Landlord's Agents or Tenant's Agents, but only to the extent of the insurance proceeds paid to such releasor under its policies of insurance or if it fails to maintain the required policies, the insurance proceeds that would have been paid to such releasor if it had maintained such policies. Each party to this Lease shall promptly give to its insurance company written notice of the mutual waivers contained in this subparagraph, and shall cause its insurance policies to be properly endorsed, if necessary, to prevent the invalidation of any insurance coverages by reason of the mutual waivers contained in this subparagraph.

4.17 ASSIGNMENT AND SUBLETTING BY TENANT.

4.17.1 Except for a sublease of all or a portion of the Premises or an assignment of this Lease to (i) the survivor of a merger or consolidation with Tenant, (ii) any entity acquiring all or substantially all of the voting securities or assets of Tenant or (iii) an affiliate or wholly-owned subsidiary of Tenant, which sublease or assignment shall be permitted hereunder and shall not require Landlord's consent (provided that Tenant shall give Landlord prior written notice, and a true and correct copy, of the sublease or assignment document), and which sublease or assignment shall be subject to further prohibitions against sublease or assignment in accordance with the terms of this
Section 4.17, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord's consent, which shall not be unreasonably, withheld or delayed but may be granted or withheld in accordance with the provisions set forth in Section 4.17.3 hereof. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Upon the occurrence of an Event of Default, Tenant hereby makes an absolute assignment to Landlord of such assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

4.17.2 In the event Tenant desires to assign this Lease or to sublet all or any portion of the Premises, except in the circumstances set forth herein where consent is not required as contemplated and governed by paragraph 4.17.1, Tenant shall give written notice of such desire to Landlord setting forth the name of the proposed subtenant or assignee, the proposed term, the proposed commencement date of the assignment or sublease, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate, complete and prepared in conformance with generally accepted accounting principles by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof reasonably satisfactory to Landlord that the proposed subtenant or assignee will promptly occupy and thereafter use the entire Premises (or any sublet portion of the Premises) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter) in compliance with the terms of this Lease, and (c) a copy of the proposed sublease or assignment or letter of intent. At the same time that Tenant provides Landlord with notice of its desire to assign or sublease, Tenant shall pay to Landlord the reasonable cost incurred by Landlord (not to exceed the sum of $750) in connection with processing such proposed assignment and sublease, including attorneys' fees incurred by Landlord with respect to such processing. Receipt of such fee shall not obligate Landlord to approve the proposed assignment or sublease.

4.17.3 In determining whether to grant or withhold consent to a proposed assignment or sublease, Landlord may consider, and weigh, any commercially reasonable factor it deems relevant. Without limiting what may be construed as a factor considered by Landlord in good faith, Tenant agrees that any one or more of the following will be proper grounds for Landlord's disapproval of a proposed assignment or sublease:

(a) The proposed assignee or subtenant is or will be unwilling or unable to execute and deliver to Landlord an ERISA Certificate in a form consistent with the provisions of the paragraph captioned "ERISA Representations", as may be updated by Landlord, or Landlord believes that the proposed assignment or sublease will constitute a prohibited transaction under or otherwise violate ERISA;

(b) The proposed assignee or subtenant does not, in Landlord's good faith judgment, have sufficient financial worth to insure the full and timely performance under this Lease;

(c) Landlord has received insufficient evidence of the financial worth or creditworthiness of the proposed assignee or subtenant to make the determination set forth in clause (b);

(d) The proposed assignee or subtenant has a reputation for disputes in contractual relations, for failure to observe and perform its contractual obligations in a timely and complete manner or for negative business relations in the business community as a tenant of property or otherwise;

(e) Landlord has received from any prior lessor of the proposed assignee or subtenant a negative report, in writing concerning such prior lessor's experience with the proposed assignee or subtenant;

(f) Landlord has had prior negative leasing experience with the proposed assignee or subtenant;

(g) The use of the Premises by the proposed assignee or subtenant will not be substantially similar to the Permitted Use;

(h) In Landlord's reasonable judgment the proposed assignee or subtenant is engaged in a business, or the Premises or any part of the Premises will be used in a manner, that is not in keeping with the then standards of the Building, or that is inappropriate for the Building, or that will violate any negative covenant as to use contained in any other lease of space in the Building;

(i) The use of the Premises by the proposed assignee or subtenant will violate any Governmental Requirement or create a violation of Access Laws; or

(j) An Event of Default (after expiration of any cure period) by Tenant under this Lease has occurred and is then continuing, or an Event of Default (after expiration of any cure period) by Tenant under this Lease has occurred on three (3) or more occasions during the twenty-four (24) months preceding the date that Tenant shall request such consent.

4.17.4 Within fifteen (15) calendar days after Landlord's receipt of all required information to be supplied by Tenant pursuant to this paragraph, Landlord shall notify Tenant of Landlord's approval, disapproval or conditional approval of any proposed assignment or subletting, or of Landlord's

election to recapture the space as provided in subparagraph 4.17.7. Landlord shall have no obligation to respond unless and until all required information has been submitted. In the event Landlord approves of any proposed assignment or subletting, Tenant and the proposed assignee or sublessee shall execute and deliver to Landlord an assignment (or subletting) and assumption agreement in form and content satisfactory to Landlord.

4.17.5 If Landlord consents to any assignment or sublease and Tenant receives rent or any other consideration, either initially or over the term of the assignment or sublease, in excess of the Base Rent and Additional Rent, Tenant shall pay to Landlord, after deducting Tenant's reasonable out-of-pocket costs incurred in connection with such assignment or sublease, one-half of the excess rent or other consideration derived therefrom.

4.17.6 If Tenant delivers a notice to Landlord requesting approval of a proposed assignment or sublease, then Landlord may elect to terminate this Lease as of the date set forth in that notice, with respect to that portion of the Premises covered by the proposed assignment or sublet, for the proposed commencement date of the assignment or the sublease, provided that, if no date is set forth in Tenant's notice, then Landlord may elect to terminate this Lease as of a date at least sixty (60) calendar days after the date of the notice. Landlord shall exercise its rights under this subparagraph by written notice to Tenant no later than fifteen (15) calendar days after its receipt of the last of the materials delivered by Tenant to Landlord under this paragraph 4.17.

4.18 ASSIGNMENT BY LANDLORD. Landlord shall have the right to transfer and assign, in whole or in part, its rights and obligations under this Lease and in any and all of the Land or Building. If Landlord sells or transfers any or all of the Building, including the Premises, Landlord and Landlord's Agents shall, upon consummation of such sale or transfer, be released automatically from any liability relating to obligations or covenants under this Lease to be performed or observed after the date of such transfer (provided and to the extent the transferee or purchaser assumes such obligations and covenants to be performed or observed after the date of such transfer), and in such event, Tenant agrees to look solely to Landlord's successor-in-interest with respect to such liability; provided that, as to the Security Deposit, if any, and Prepaid Rent, Landlord shall not be released from liability therefor unless Landlord has delivered (by direct transfer or credit against the purchase price) the Security Deposit, if any, or Prepaid Rent to its successor-in-interest.

4.19 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS. Tenant shall, from time to time, upon the written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement stating: (a) the date this Lease was executed and the date it expires; (b) the date Tenant entered into occupancy of the Premises; (c) the amount of monthly Base Rent and Additional Rent and the date to which such Base Rent and Additional Rent have been paid; and (d) certifying that (1) this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or specifying the date of the agreement so affecting this Lease); (2) Landlord is not in breach of this Lease (or, if so, a description of each such breach) and that no event, omission or condition has occurred which would result, with the giving of notice or the passage of time, in a breach of this Lease by Landlord;
(3) this Lease represents the entire agreement between the parties with respect to the Premises; (4) all required contributions by Landlord to Tenant on account of Tenant Improvements have been received; (5) on the date of execution, there exist no defenses or offsets which the Tenant has against the enforcement of this Lease by the Landlord, (6) no Base Rent, Additional Rent or other sums payable under this Lease have been paid in advance except for Base Rent and Additional Rent for the then current month, (7) no security

has been deposited with Landlord (or, if so, the amount of such security): (8) it is intended that any Tenant's statement may be relied upon by a prospective purchaser or mortgagee of Landlord's interest or an assignee of any such mortgagee; (9) the representations in the paragraph captioned "ERISA Representations" remain true and correct; and (10) such other information as may be reasonably requested by Landlord. If Tenant fails to respond within ten (10) Business Days of its receipt of a written request by Landlord as provided in this paragraph, such shall be a breach of this Lease and Tenant shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser, mortgagee or assignee. In addition, Tenant shall, from time to time, upon the written request of Landlord, deliver to or cause to be delivered to Landlord or its designee then current financial statements (including a statement of operations and balance sheet) certified as accurate, complete and prepared in conformance with generally accepted accounting principles by the president, managing partner or other appropriate officer for
(i) Tenant, (ii) any entity which owns a controlling interest in Tenant, (iii) any entity the controlling interest of which is owned by Tenant, (iv) any successor entity to Tenant by merger or operation of law, and (v) any guarantor of this Lease.

4.20 MODIFICATION FOR LENDER. If, in connection with obtaining construction, interim or permanent financing for the Building or Land, Landlord's lender, if any, shall request reasonable modifications to this Lease as a condition to such financing. Tenant will not unreasonably withhold or delay its consent to such modifications; provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect Tenant's rights under this Lease.

4.21 HAZARDOUS SUBSTANCES.

4.21.1 Tenant agrees that neither Tenant, any of Tenant's Agents nor any other person acting at the direction or being under the control of Tenant or any of Tenant's Agents will store, place, generate, manufacture, refine, handle, or locate on, in, under or around the Land or Building any Hazardous Substance, except for storage, handling and use of reasonable quantities and types of cleaning fluids and office supplies in the Premises in the ordinary course and the prudent conduct of Tenant's business in the Premises, provided that, (a) the storage, handling and use of such permitted Hazardous Substances must at all times conform to all Governmental Requirements and to applicable fire, safety and insurance requirements; (b) the types and quantities of permitted Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the nature and size of Tenant's operation in the Premises and reasonable and appropriate for a first-class building of the same or similar use and in the same market area as the Building; (c) no Hazardous Substance shall be spilled or disposed of on, in, under or around the Land or Building or otherwise discharged from the Premises or any area adjacent to the Land or Building; and (d) in no event will Tenant be permitted to store, handle or use on, in, under or around the Premises any Hazardous Substance which will increase the rate of fire or extended coverage insurance on the Land or Building, unless: (1) such Hazardous Substance and the expected rate increase have been specifically disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay any rate increase related to each such Hazardous Substance; and (3) Landlord has approved in writing each such Hazardous Substance, which approval shall be subject to Landlord's sole discretion.

4.21.2 Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Agents from and against any and all Claims arising out of any breach of any provision of this paragraph, which expenses shall also include laboratory testing fees, personal injury claims, clean-up costs and environmental consultants' fees. Tenant agrees that Landlord may be irreparably harmed by Tenant's breach of this paragraph and that a specific performance action may appropriately be brought by Landlord; provided that,

Landlord's election to bring or not bring any such specific performance action shall in no way limit, waive, impair or hinder Landlord's other remedies against Tenant.

4.21.3 As of the execution date of this Lease, Tenant represents and warrants to Landlord that, except as otherwise disclosed by Tenant to Landlord, Tenant has no intent to bring any Hazardous Substances on, in or under the Premises except for the type and quantities authorized in the first paragraph of the paragraph captioned "Hazardous Substances."

4.21.4 Landlord represents and warrants to Tenant that, to the best of its knowledge, no Hazardous Substances exist at the Building or the Land in violation of any Governmental Requirements pertaining to Hazardous Substances. Landlord shall indemnify, defend and hold harmless Tenant from and against any and all Claims incurred by Tenant arising out of or in connection with Landlord or Landlord's Agents bringing any Hazardous Substances onto the Land or Building in violation of Governmental Requirements.

4.22 ACCESS LAWS.

4.22.1 Tenant agrees to notify Landlord immediately if Tenant receives notification or otherwise becomes aware of: (a) any condition or situation on, in, under or around the Land or Building which may constitute a violation of any Access Laws or (b) any threatened or actual lien, action or notice that the Land or Building is not in compliance with any Access Laws. If Tenant is responsible for such condition, situation, lien, action or notice under this paragraph. Tenant's notice to Landlord shall include a statement as to the actions Tenant proposes to take in response to such condition, situation, lien, action or notice.

4.22.2 Tenant shall not alter or permit any assignee or subtenant or any other person to alter the Premises in any manner which would violate any Access Laws or increase Landlord's responsibilities for compliance with Access Laws, without the prior approval of the Landlord. In connection with any such approval, Landlord may require a certificate of compliance with Access Laws from an architect, engineer or other person acceptable to Landlord. Tenant agrees to pay the reasonable fees incurred by such architect, engineer or other third party in connection with the issuance of such certificate of compliance. Landlord's consent to any proposed Tenant Alteration shall (a) not relieve Tenant of its obligations or indemnities contained in this paragraph or this Lease or (b) be construed as a warranty that such proposed alteration complies with any Access Law.

4.22.3 Tenant shall be solely responsible for all costs and expenses relating to or incurred in connection with: (a) failure of Tenant's use of the Premises to comply with Access Laws; and (b) bringing the Building and the common areas of the Building into compliance with Access Laws, if and to the extent such failure or noncompliance arises out of or relates to: (1) Tenant's use of the Premises in violation of this Lease; or (2) Tenant Alterations to the Premises.

4.22.4 Landlord shall be responsible for all costs and expenses relating to or incurred in connection with bringing the common areas of the Building into compliance with Access Laws, unless such costs and expenses are Tenant's responsibility as provided in the preceding subparagraph. Any cost or expense paid or incurred by Landlord after initial construction to bring the Premises or common areas of the Building into compliance with Access Laws which is not Tenant's responsibility under the preceding subparagraphs and which is not required as a result of Landlord's negligence (which shall be Landlord's

sole expense), shall be amortized over the useful economic life of the improvements using an amortization rate reasonably determined by Landlord, and shall be an Operating Cost for purposes of this Lease.

4.22.5 Tenant agrees to indemnify, defend and hold harmless Landlord and Landlord's Agents from and against any and all Claims arising out of or relating to any failure of Tenant or Tenant's Agents to comply with Tenant's obligations under this paragraph 4.22. Landlord agrees to indemnify, defend and hold harmless Tenant and Tenant's Agents from and against any and all Claims arising out of or relating to any failure of Landlord or Landlord's Agents to comply with Landlord's obligations under this paragraph 4.22.

4.22.6 The provisions of this paragraph shall supersede any other provisions in this Lease regarding Access Laws, to the extent inconsistent with the provisions of any other paragraphs.

4.23 QUIET ENJOYMENT. Landlord covenants that Tenant, upon paying Base Rent, Additional Rent and all other sums payable under this Lease and performing all covenants and conditions required of Tenant under this Lease shall and may peacefully have, hold and enjoy the Premises without hindrance or molestation by Landlord or Landlord's Agents.

4.24 SIGNS. Tenant shall not install any signs on the Building exterior or inscribe, post, place, or in any manner display any sign, notice, picture, placard or poster, or any advertising matter whatsoever, anywhere in or about the Land or Building (including without limitation the interior of the Premises) at places visible (either directly or indirectly as an outline or shadow on a glass pane) from anywhere outside the Premises without first obtaining Landlord's consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, Landlord shall provide to Tenant, at Landlord's expense, standard identification signage on the main directory in the lobby of the Building.

4.25 SUBORDINATION. Tenant subordinates this Lease and all rights of Tenant under this Lease to any mortgage, deed of trust, ground lease or similar instrument which may from time to time be placed upon the Premises (and all renewals, modifications, replacements and extensions of such encumbrances), and each such mortgage, deed of trust, ground lease or other instrument shall be superior to and prior to this Lease. Notwithstanding the foregoing, the holder or beneficiary of such mortgage, deed of trust, ground lease, or similar instrument shall have the right to subordinate or cause to be subordinated any such mortgage, deed of trust, ground lease, or similar instrument to this Lease. Tenant further covenants and agrees that if the lender or ground lessor acquires the Premises as a purchaser at any foreclosure sale or otherwise, Tenant shall recognize and attorn to such party as landlord under this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off and, upon the request of such purchaser or other successor, execute, deliver and acknowledge documents confirming such attornment. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding the foregoing to the contrary, Landlord shall use best efforts to deliver to Tenant a non-disturbance agreement, in reasonable and customary form and substance, from any lender or ground lessor, whether now existing or in the future. Landlord represents and warrants to Tenant that, as of the date of this Lease, there is no mortgage recorded against the Building.

4.26 INTENTIONALLY OMITTED.

4.27 BROKERS. Landlord covenants and agrees to pay the Brokers with respect to this Lease pursuant to separate agreements with the Brokers. Each party to this Lease shall indemnify, defend and hold harmless the other party from and against any and all Claims asserted against such other party by any real estate broker, finder or intermediary relating to any act of the indemnifying party in connection with this Lease.

4.28 EXCULPATION AND LIMITATION OF LIABILITY. Landlord has executed this Lease by its trustee signing solely in a representative capacity. Notwithstanding anything contained in this Lease to the contrary, Tenant confirms that the covenants of Landlord are made and intended, not as personal covenants of the trustee, or for the purpose of binding the trustee personally, but solely in the exercise of the representative powers conferred upon the trustee by its principal. Liability with respect to the entry and performance of this Lease by or on behalf of Landlord, however it may arise, shall be asserted and enforced only against the Landlord's estate and interest in the Building and Landlord shall have no personal liability in the event of any claim against Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Premises. Further, in no event whatsoever shall any Landlord's Agent have any liability or responsibility whatsoever arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Premises. Any and all personal liability, if any, beyond that which may be asserted under this paragraph, is expressly waived and released by Tenant and by all persons claiming by, through or under Tenant.

4.29 ERISA REPRESENTATIONS. Tenant represents to Landlord that with the exception of this Lease, neither the Tenant nor any affiliate of the Tenant is a tenant under a lease or any other tenancy arrangement (1) with (a) Riggs and Company, a division of Riggs Bank N.A., as trustee of the Multi-Employer Property Trust, (b) Riggs Bank N.A. as trustee of the Multi-Employer Property Trust; (c) the Multi-Employer Property Trust; (d) the National Bank of Washington Multi-Employer Property Trust, the previous name of the Multi-Employer Property Trust; (e) The Riggs National Bank of Washington, D.C., as trustee of the Multi-Employer Property Trust; (f) the Harman International Business Campus Joint Venture; (g) the Corporate Drive Corporation as trustee of the Corporate Drive Nominee Realty Trust; (h) Goldbelt Place Joint Venture; (i) Arboretum Lakes-I, L.L.C., a Delaware limited liability company; (j) Village Green of Rochester Hills Associates L.L.C.; (k) Pine Street Development, L.L.C.;
(l) MEPT Realty LLC; (m) MEPT, L.L.C.; (n) Cabrillo Properties LLC; (o) Valencia LLC; or (p) Mission Trails LLC; or (2) involving any property in which any one or more of the entities named in clauses (1) (a) through (e) are known by the Tenant to have an ownership interest.

4.30 MECHANIC'S LIENS AND TENANT'S PERSONAL PROPERTY TAXES.

4.30.1 Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of Landlord or Tenant in the Premises or to charge the rentals payable under this Lease for any Claims in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant shall pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises on which any lien is or can be validly and legally asserted against its leasehold interest in the Premises and Tenant shall indemnify, defend and hold harmless Landlord from any and all Claims arising out of any such asserted Claims. Tenant agrees to give Landlord immediate written notice of any such Claim. Notwithstanding the foregoing to the contrary, Tenant may pay any materialmen or other lien

claimant under protest in satisfaction of this paragraph, without being deemed to have waived any rights Tenant may have at law or equity against such materialmen or lien claimant.

4.30.2 Tenant shall be liable for all taxes levied or assessed against personal property, furniture or fixtures placed by Tenant in the Premises. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landlord elects to pay them or if the assessed value of Landlord's property is increased by inclusion of such personal property, furniture or fixtures and Landlord elects to pay the taxes based on such increase, Tenant shall reimburse Landlord for the sums so paid by Landlord, upon demand by Landlord.

4.31 LANDLORD'S SECURITY INTEREST. In addition to any statutory lien for rent in Landlord's favor, Landlord shall have and Tenant hereby grants to Landlord a continuing security interest for all Base Rent, Additional Rent and other sums becoming due under this Lease from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory, accounts, intangibles, chattel paper and other personal property of Tenant situated in or arising out of the Premises, and such property shall not be removed therefrom without the consent of Landlord until all arrearages in Base Rent, Additional Rent and other sums due under this Lease shall first have been paid and discharged. On the occurrence of an Event of Default, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code, including, the right to sell the property described in this paragraph at public or private sale upon five (5) calendar days notice to Tenant. Tenant hereby agrees to execute such financing statements and other instruments necessary or desirable in Landlord's discretion to perfect the security interest hereby created. Any statutory lien for rent is not waived, and the express contractual lien granted in this paragraph constitutes a security agreement and is in addition and supplementary to such statutory lien.

SECTION 5: DEFAULT AND REMEDIES

5.1 EVENTS OF DEFAULT.

5.1.1 The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant ("EVENT OF DEFAULT"):

(a) vacation or abandonment of the Premises, together with the failure to pay Base Rent, Additional Rent or any other sum payable by Tenant under this Lease in accordance with the provisions governing the payment thereof;

(b) failure by Tenant to make any payment of Base Rent, Additional Rent or any other sum payable by Tenant under this Lease after it is past due and within five (5) days of written notice thereof;

(c) an assignment of this Lease by Tenant or a sublease of any or all of the Premises without Landlord's permission;

(d) failure by Tenant to observe or perform any covenant or condition of this Lease, other than the making of payments, where such failure shall continue for a period of thirty (30) calendar days after written notice from Landlord, and provided that if such failure requires more than 30 days to

cure, Tenant shall have such additional time as is necessary to cure such failure so long as Tenant has promptly commenced to cure and diligently pursues such cure to completion; provided that in no event shall such cure period extend beyond ninety (90) days;

(e) (1) the making by Tenant of any general assignment or general arrangement for the benefit of creditors; (2) the filing by or against Tenant of a petition in bankruptcy, including reorganization or arrangement, unless, in the case of a petition filed against Tenant, the same is dismissed within forty-five (45) calendar days; (3) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease; (4) any execution, levy, attachment or other process of law against any property of Tenant or Tenant's interest in this Lease, unless the same is dismissed within forty-five (45) calendar days; (5) adjudication that Tenant is bankrupt; (6) the making by Tenant of a transfer in fraud of creditors; or (7) the failure of Tenant to generally pay its debts as they become due; or

(f) any information furnished by or on behalf of Tenant to Landlord in connection with the entry of this Lease is determined to have been materially false when made.

5.1.2 Tenant shall notify Landlord promptly of any Event of Default or any facts, conditions or events which, with the giving of notice or passage of time or both, would constitute an Event of Default.

5.1.3 If a petition in bankruptcy is filed by or against Tenant, and if this Lease is treated as an "unexpired lease" under applicable bankruptcy law in such proceeding, then Tenant agrees that Tenant shall not attempt nor cause any trustee to attempt to extend the applicable time period within which this Lease must be assumed or rejected.

5.2 REMEDIES. If any Event of Default occurs, Landlord may at any time after such occurrence, with notice and the expiration of the cure period as provided in paragraph 5.1.1 of this Lease, and without limiting Landlord in the exercise of any right or remedy at law which Landlord may have by reason of such Event of Default, exercise the rights and remedies, either singularly or in combination, as are specified or described in the subparagraphs of this paragraph.

5.2.1 Landlord may terminate this Lease and all rights of Tenant under this Lease either immediately or at some later date by giving Tenant written notice that this Lease is terminated. If Landlord so terminates this Lease, then Landlord may recover from Tenant the sum of:

(a) the unpaid Base Rent, Additional Rent and all other sums payable under this Lease which have been earned at the time of termination;

(b) interest at the Default Rate on the unpaid Base Rent, Additional Rent and all other sums payable under this Lease which have been earned at the time of termination; plus

(c) the amount by which the unpaid Base Rent, Additional Rent and all other sums payable under this Lease which would have been earned after termination until the time of award exceeds the amount of such rental loss, if any, as Tenant affirmatively proves could have been reasonably avoided and interest on such excess at the Default Rate; plus

(d) the amount by which the aggregate of the unpaid Base Rent, Additional Rent and all other sums payable under this Lease for the balance of the Lease Term after the time of award exceeds the amount of such rental loss, if any, as Tenant affirmatively proves could be reasonably avoided, with such difference being discounted to present value at the Prime Rate at the time of award; plus

(e) any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which, in the ordinary course of things, would be likely to result from such failure, including, leasing commissions, tenant improvement costs, renovation costs and advertising costs; plus

(f) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

5.2.2 Landlord shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all persons and property from the Premises. Landlord may cause property so removed from the Premises to be stored in a public warehouse or elsewhere at the expense and for the account of Tenant.

5.2.3 Landlord shall also have the right, without terminating this Lease, to accelerate and recover from Tenant the sum of all unpaid Base Rent, Additional Rent and all other sums payable under the then remaining term of the Lease, discounting such amount to present value at the Prime Rate.

5.2.4 If Tenant vacates, abandons or surrenders the Premises without Landlord's consent, or if Landlord re-enters the Premises as provided in subparagraph 5.2.2 or takes possession of the Premises pursuant to legal proceedings or through any notice procedure provided by law, then, if Landlord does not elect to terminate this Lease, Landlord may, from time to time, without terminating this Lease, either (a) recover all Base Rent, Additional Rent and all other sums payable under this Lease as they become due or (b) relet the Premises or any part of the Premises on behalf of Tenant for such term or terms, at such rent or rents and pursuant to such other provisions as Landlord, in its reasonable discretion, may deem commercially reasonable, all with the right, at Tenant's cost, to make reasonably necessary alterations and repairs to the Premises and recover any deficiency from Tenant as set forth in subparagraph 5.2.5.

5.2.5 None of the following remedial actions, singly or in combination, shall be construed as an election by Landlord to terminate this Lease unless Landlord has in fact given Tenant written notice that this Lease is terminated: an act by Landlord to maintain or preserve the Premises; any efforts by Landlord to relet the Premises; any repairs or alterations made by Landlord to the Premises; re-entry, repossession or reletting of the Premises by Landlord pursuant to this paragraph; or the appointment of a receiver, upon the initiative of Landlord, to protect Landlord's interest under this Lease. If Landlord takes any of the foregoing remedial action without terminating this Lease, Landlord may nevertheless at any time after taking any such remedial action terminate this Lease by written notice to Tenant.

5.2.6 If Landlord relets the Premises, Landlord shall apply the revenue from such reletting as follows: first, to the payment of any indebtedness of Tenant to Landlord other than Base Rent, Additional Rent or any other sums payable by Tenant under this Lease; second, to the payment of any cost of reletting (including finders' fees and leasing commissions limited to the then remaining term of this Lease); third, to the payment of the cost of any reasonably necessary alterations, improvements, maintenance and repairs to the Premises; and fourth, to the payment of Base Rent, Additional Rent and

other sums due and payable and unpaid under this Lease. Landlord shall hold and apply the residue, if any, to payment of future Base Rent, Additional Rent and other sums payable under this Lease as the same become due, and shall deliver the eventual balance, if any, to Tenant. Should revenue from letting during any month, after application pursuant to the foregoing provisions, be less than the sum of the Base Rent, Additional Rent and other sums payable under this Lease and Landlord's expenditures for the Premises during such month, Tenant shall be obligated to pay such deficiency to Landlord as and when such deficiency arises.

5.2.7 Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided in this Lease or by law (all such remedies being cumulative), nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any Base Rent, Additional Rent or other sum payable under this Lease or of any damages accruing to Landlord by reason of the violation of any of the covenants or conditions contained in this Lease.

5.2.8 Notwithstanding anything contained in this Lease to the contrary, Landlord shall use reasonable efforts to mitigate its damages upon the occurrence of an Event of Default by Tenant under this Lease.

5.3 RIGHT TO PERFORM. If Tenant shall fail to perform any act on its part to be performed under this Lease, and such failure shall continue for thirty
(30) calendar days after notice of such failure by Landlord, or such shorter time if reasonable under the circumstances, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations of Tenant, make such payment or perform such other act on Tenant's part to be made or performed as provided in this Lease. Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment of sums due under this paragraph as in the case of default by Tenant in the payment of Base Rent.

5.4 LANDLORD'S DEFAULT. In the event that Landlord defaults under or breaches this Lease, Tenant shall notify Landlord of such default or breach in writing, and Tenant shall not exercise any right or remedy which Tenant may have under this Lease or at law if Landlord commences to cure such default or breach within thirty (30) calendar days after receipt of Tenant's notice and thereafter diligently prosecutes the cure to completion.

SECTION 6: MISCELLANEOUS PROVISIONS

6.1 NOTICES. Any notice, request or written communication required or permitted to be delivered under this Lease shall be: (a) in writing; (b) transmitted by personal delivery, express or courier service, United States Postal Service in the manner described below, or electronic means of transmitting written material; and (c) deemed to be delivered on the earlier of the date received or four (4) calendar days after having been deposited in the United States Postal Service, postage prepaid. Such writings shall be addressed to Landlord or Tenant, as the case may be, at the respective designated addresses set forth opposite their signatures, or at such other address(es) as they may, after the execution date of this Lease, specify by written notice delivered in accordance with this paragraph, with copies to the persons at the addresses, if any, designated opposite each party's signature. Those notices which contain a notice of breach or default or a demand for performance may be sent by any of the methods described in clause (b)

above, but if transmitted by personal delivery or electronic means, shall also be sent concurrently by certified or registered mail, return receipt requested.

6.2 ATTORNEY'S FEES AND EXPENSES. In the event either party requires the services of an attorney in connection with enforcing the terms of this Lease, or in the event suit is brought for the recovery of Base Rent, Additional Rent or any other sums paid or payable under this Lease or for the breach of any covenant or condition of this Lease, or for the restitution of the Premises to Landlord or the eviction of Tenant during the Lease Term or after the expiration or earlier termination of this Lease, the prevailing party shall be entitled to its reasonable attorney's and paralegal's fees, expenses and court costs, including those relating to any appeal.

6.3 NO ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of an amount less than the Base Rent or Additional Rent or any other sum due and payable under this Lease shall be deemed to be other than a payment on account of the Base Rent, Additional Rent or other such sum, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, nor preclude Landlord's right to recover the balance of any amount payable or Landlord's right to pursue any other remedy provided in this Lease or at law.

6.4 SUCCESSORS; JOINT AND SEVERAL LIABILITY. Except as provided in the paragraph captioned "Exculpation and Limitation of Liability" and subject to the paragraph captioned "Assignment and Subletting by Landlord", all of the covenants and conditions contained in this Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns. In the event that more than one person, partnership, company, corporation or other entity is included in the term "Tenant," then each such person, partnership, company, corporation or other entity shall be jointly and severally liable for all obligations of Tenant under this Lease.

6.5 CHOICE OF LAW. This Lease shall be construed and governed by the laws of the state in which the Land is located. Tenant consents to Landlord's choice of venue for any legal proceeding brought by Landlord or Tenant to enforce the terms of this Lease.

6.6 NO WAIVER OF REMEDIES. The waiver by Landlord or Tenant of any covenant or condition contained in this Lease shall not be deemed to be a waiver of any subsequent breach of such covenant or condition nor shall any custom or practice which may develop between the parties in the administration of this Lease be construed to waive or lessen the rights of Landlord or Tenant to insist on the strict performance by the other party of all of the covenants and conditions of this Lease. No act or thing done by Landlord or Landlord's Agents during the Lease Term shall be deemed an acceptance or a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless made in writing and signed by Landlord. The mention in this Lease of any particular remedy shall not preclude Landlord or Tenant from any other remedy it might have, either under this Lease or at law, nor shall the waiver of or redress for any violation of any covenant or condition in this Lease or in any of the rules or regulations attached to this Lease or later adopted by Landlord, prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Landlord of Base Rent, Additional Rent or any other sum payable under this Lease with knowledge of a breach of any covenant or condition in this Lease shall not be deemed a waiver of such breach. The payment by Tenant of any sum or amount due or payable under this Lease may be made under protest and shall not be deemed a waiver of any breach or default by Landlord under this Lease. The failure of Landlord to enforce any of the rules and regulations attached to this Lease or later adopted,

against Tenant or any other tenant in the Building, shall not be deemed a waiver. Any waiver by Landlord must be in writing and signed by Landlord to be effective.

6.7 OFFER TO LEASE. The submission of this Lease to Tenant or its broker or other agent does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force or effect until: (a) it is executed and delivered by Tenant to Landlord; and (b) it is executed and delivered by Landlord to Tenant.

6.8 FORCE MAJEURE. In the event that Landlord shall be delayed, hindered in or prevented from the performance of any act or obligation required under this Lease by reason of Force Majeure, then performance of such act or obligation shall be excused for the period of the delay and the period for the performance of any such act or obligation shall be extended for the period equivalent to the period of such delay.

6.9 LANDLORD'S CONSENT. Unless otherwise provided in this Lease, whenever Landlord's consent, approval or other action is required under the terms of this Lease, such consent, approval or action shall be subject to Landlord's reasonable judgment or discretion, not unreasonably withheld, exercised in good faith and shall be delivered in writing.

6.10 SEVERABILITY; CAPTIONS. If any clause or provision of this Lease is determined to be illegal, invalid, or unenforceable under present or future laws, the remainder of this Lease shall not be affected by such determination, and in lieu of each clause or provision that is determined to be illegal, invalid or unenforceable, there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. Headings or captions in this Lease are added as a matter of convenience only and in no way define, limit or otherwise affect the construction or interpretation of this Lease.

6.11 INTERPRETATION. Whenever a provision of this Lease uses the term (a) "include" or "including", that term shall not be limiting but shall be construed as illustrative, (b) "covenant", that term shall include any covenant, agreement, term or provision, (c) "at law", that term shall mean at law or in equity, or both, and (d) "day", that uncapitalized word shall mean a calendar day. This Lease shall be given a fair and reasonable interpretation of the words contained in it without any weight being given to whether a provision was drafted by one party or its counsel. For purposes of this Lease, any reference to Landlord's "knowledge" shall mean, refer and be limited to the actual knowledge, without imputation of knowledge, of officers of the trustee of Landlord having responsibility for the Building.

6.12 INCORPORATION OF PRIOR AGREEMENT; AMENDMENTS. This Lease contains all of the agreements of the parties to this Lease with respect to any matter covered or mentioned in this Lease, whether oral or written, and no prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties to this Lease or their respective successors in interest.

6.13 AUTHORITY. If Tenant is a partnership, company, corporation or other entity, each individual executing this Lease on behalf of Tenant represents and warrants to Landlord that he or she is duly authorized to so execute and deliver this Lease and that all partnership, company, corporation or other entity actions and consents required for execution of this Lease have been given, granted or obtained. If Tenant is a partnership, company, corporation or other business organization, it shall, within ten (10)

calendar days after demand by Landlord, deliver to Landlord satisfactory evidence of the due authorization of this Lease and the authority of the person executing this Lease on its behalf. Landlord represents and warrants to Tenant that the person executing this Lease on behalf of Landlord is duly authorized to so execute and deliver this Lease and that all consents required for execution of this Lease, if any, have been given, granted or obtained.

6.14 TIME OF ESSENCE. Time is of the essence with respect to the performance of every covenant and condition of this Lease.

6.15 SURVIVAL OF OBLIGATIONS. Notwithstanding anything contained in this Lease to the contrary or the expiration or earlier termination of this Lease, any and all obligations of either party accruing prior to the expiration or termination of this Lease shall survive the expiration or earlier termination of this Lease, and either party shall promptly perform all such obligations whether or not this Lease has expired or terminated. Such obligations shall include any and all indemnity obligations set forth in this Lease.

6.16 CONSENT TO SERVICE. Tenant irrevocably consents to the service of process of any action or proceeding at the address of the Premises, unless Tenant has vacated the Premises and provided Landlord with written notice of another address in which event service of process may be made at such other address for Tenant. Nothing in this paragraph shall affect the right to serve process in any other manner permitted by law.

6.17 LANDLORD'S AUTHORIZED AGENTS. Notwithstanding anything contained in the Lease to the contrary, including without limitation, the definition of Landlord's Agents, only officers of Riggs Bank, N.A. are authorized to amend, renew or terminate this Lease, or to compromise any of Landlord's claims under this Lease or to bind Landlord in any manner. Without limiting the effect of the previous sentence, no property manager or broker shall be considered an authorized agent of Landlord to amend, renew or terminate this Lease or to compromise any of Landlord's claims under this Lease or to bind Landlord in any manner.

6.18 WAIVER OF JURY TRIAL. Landlord and Tenant agree to waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter arising out of or relating in any way to this Lease.

IN WITNESS WHEREOF, this Lease has been executed the day and year first above set forth.

LANDLORD:                                                  TENANT:
--------                                                   ------
Riggs and Company, a division of Riggs Bank,               eLoyalty Corporation
N.A. as Trustee of the Multi-Employer Property             --------------------
Trust, a trust organized under 12 C.F.R. Section
9.18.                                                      -----------------------------------------


By: /s/ SAMUEL KUBIAK                                      By: /s/ KELLY D. CONWAY
   -------------------------------------                       -------------------------------------
      Name: Samuel Kubiak                                  Name:  Kelly D. Conway
           -----------------------------                         -----------------------------------
      Its:  Managing Director                              Its:   President and CEO
          ------------------------------                         -----------------------------------

Designated Address for Landlord:                           Designated Address for Tenant:
-------------------------------                            -----------------------------

c/o Riggs and Company                                      -----------------------------------------
Attn: Samuel Kubiak                                        -----------------------------------------
808 17th Street, N.W.                                      -----------------------------------------
Washington, DC 20006                                       -----------------------------------------
Facsimile: 202-835-6887

                                                           Facsimile:
                                                                      ------------------------------
     with copy to Manager at:
     -----------------------

Insignia/ESG, Inc.
311 South Wacker Drive
Chicago, IL 60606
Attn:
     ---------------------

EXHIBIT 10.14

ELOYALTY CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

January 1, 2000

                                TABLE OF CONTENTS


1.    PURPOSE; EFFECTIVE DATE                                    1

2.    DEFINITIONS                                                1

3.    PARTICIPATION AND DEFERRALS                                3

4.    DEFERRED COMPENSATION ACCOUNT                              4

5.    PLAN BENEFITS                                              6

6.    BENEFICIARY DESIGNATION                                    9

7.    ADMINISTRATION                                            10

8.    CLAIMS PROCEDURE                                          11

9.    AMENDMENT AND TERMINATION OF PLAN                         12

10.   MISCELLANEOUS                                             13

1. PURPOSE; EFFECTIVE DATE

The purpose of this Executive Deferred Compensation Plan is to provide current tax planning opportunities as well as supplemental funds for retirement or death for certain employees of eLoyalty Corporation. It is intended that the Plan will aid in attracting and retaining employees of exceptional ability by providing them with these benefits. The Plan shall be effective as of January 1, 2000 (the "Effective Date"), and shall constitute a continuation of the Technology Solutions Company Executive Deferred Compensation Plan with respect to employees of the Company and its subsidiaries who participated in such plan prior to the spin-off of the Company by Technology Solutions Company ("TSC") to its stockholders.

2. DEFINITIONS

Whenever used in this document, the following terms shall have the meanings set forth in this Section unless a contrary or different meaning is expressly provided:

2.1 Account. "Account" means the device used by the Employer to measure and determine the amounts to be paid to a Participant under the Plan. Each Account shall consist of one or more Subaccounts.

2.2 Beneficiary. "Beneficiary" means the person, persons or entity entitled under Section 6 to receive any Plan benefits payable after a Participant's death.

2.3 Board. "Board" means the Board of Directors of the Company.

2.4 Committee. "Committee" means the Committee appointed by the Board to administer the Plan pursuant to Article 7.

2.5 Company. "Company" means eLoyalty Corporation.

2.6 Compensation. "Compensation" means base salary, commissions, bonus, and bonus retention payments paid in cash. Elective pre-tax contributions made to the Plan shall be included in Compensation. Income from the exercise of stock options or the vesting of restricted stock, the amount of "gross-up" of expense items, and other items that the Committee determines should be excluded for administrative convenience, shall be excluded from Compensation.

2.7 Deferral Period. "Deferral Period" means the twelve (12) month period beginning January 1 and ending December 31.

2.8 Disability. "Disability" shall have the same meaning as under the Company's group long term disability plan in effect at the time that Participant is declared to be disabled.

2.9 Earnings. "Earnings" for each Subaccount means the growth credited or debited to the Subaccount at the rates described in the definition of Investment Index (Section 2.11). "Earnings" for an Account shall mean the aggregate Earnings for each Subaccount making up the Account.

2.10 Employer. "Employer" means the Company and any subsidiary or affiliate of the Company designated by the Committee.

2.11 Investment Index. "Investment Index" means each index selected by a Participant to be used as an earnings index pursuant to Article 3. Each Investment Index shall be a phantom investment fund, which shall be credited with earnings (whether a gain or a loss) at the same rate as the investment funds or such other similar indexes as the Committee may select from time to time and shown in Appendix A attached.

2.12 Participant. "Participant" means any individual eligible under
Section 3.1 who has elected to defer Compensation under this Plan.

2.13 Participation Agreement. "Participation Agreement" means the agreement submitted by a Participant to the Committee prior to the beginning of a Deferral Period, specifying the amount to be deferred for such Deferral Period.

2.14 Plan. "Plan" means this eLoyalty Corporation Executive Deferred Compensation Plan as amended from time to time.

2.15 Retirement. "Retirement" means any voluntary termination of employment with the Company by the Participant (i) on or after attaining age fifty-five (55) and after completing at least five (5) years of service with an Employer or with TSC or (ii) on or after attaining age sixty-five (65). "Retirement" shall also mean any termination of employment by a Participant that is deemed to be a Retirement by the Committee.

2.16 Subaccount. "Subaccount" means the device used by the Employer to measure and determine the amount of Deferrals allocated to each Investment Index selected by the Participant, and the Earnings allocated thereto.

2.17 Termination. "Termination" means any involuntary termination or any voluntary termination of employment with the Company other than on account of Retirement, Disability or death.

2.18 TSC Plan. "TSC Plan" means the Technology Solutions Company Executive Deferred Compensation Plan, as in effect immediately prior to the Effective Date.

3. PARTICIPATION AND DEFERRALS

3.1 Eligibility and Participation

3.1.1 Eligibility. Eligibility to participate in the Plan shall be limited to those employees selected by the Plan Committee as being eligible to participate. Each employee of an Employer who was a participant in the TSC Plan immediately prior to the Effective Date shall be a Participant in this Plan as of the Effective Date.

3.1.2 Participation. An eligible individual may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation Agreement to the Committee prior to the beginning of the Deferral Period.

3.1.3 Part-Year Participation. When an individual first becomes eligible to participate during a Deferral Period, a Participation Agreement may be submitted to the Employer no later than thirty
(30) days after the employee becomes eligible to participate. Such Participation Agreement will be effective only with regard to Compensation to be paid following submission of the Participation Agreement to the Employer.

3.2 Form of Deferral. A Participant may elect a deferral in the Participation Agreement as follows. A deferral shall be a portion of the Compensation payable by the Employer to the Participant during the Deferral Period. The amount of Compensation to be deferred shall be stated as a flat percentage, a flat dollar amount, or a percentage amount above a flat dollar amount not to exceed the maximums and not to be less than the minimums described in Section 3.3.

3.3 Limitations on Deferrals. The following limitations shall apply to deferrals.

3.3.1 Maximum. The maximum percentage of Compensation deferred shall be fifty percent (50%) for base salary and commissions and one-hundred percent (100%) for bonuses and retention bonuses.

3.3.2 Minimum. The minimum deferral amount shall be five thousand dollars ($5,000) for each Deferral Period.

3.3.3 Changes in Minimum or Maximum. The Committee may change the minimum or maximum deferral amounts from time to time by giving written notice to all Participants. No such change may affect the amount of deferral specified in a Participation Agreement made prior to the Committee's action.

3.4 Termination of Employment. If a Participant terminates employment with Employer prior to the end of the Deferral Period, the Deferral Period shall end at the date of termination.

3.5 Continuation of Deferral Amount. Once a Participant has filed a Participation Agreement, the elected deferral amount shall remain in effect for the applicable Deferral Period. The election shall be irrevocable except as provided in Section 5.1 relating to hardship withdrawals.

3.6 Change in Employment Status. The Committee reserves the right to terminate an employee's participation in the plan if such employee no longer meets the eligibility requirements set by the Committee. Account balances will remain in the Plan and the employee will be deemed a Participant for purposes of those Accounts.

4. DEFERRED COMPENSATION ACCOUNT

4.1 Account. The amounts deferred by a Participant under the Plan, and any Earnings, shall be credited to the Participant's Account. Separate Subaccounts will be maintained to reflect Investment Index selections. The Account and Subaccounts shall be bookkeeping devices utilized for the sole purpose of determining the benefits payable under the Plan and shall not constitute a separate fund of assets. As of the Effective Date, each Participant's Account shall also be credited with the amount credited to such Participant's account under the TSC Plan, which amount shall thereafter be paid pursuant to the terms of this Plan, and not the TSC Plan.

4.2 Selection of Investment Index

4.2.1 At the time a Participant elects a deferral for a Deferral Period, the Participant shall also select the Investment Index or Indexes in which the Participant wishes to have the deferrals deemed invested. The Participant may select any combination of one or more of the Investment Indexes as long as at least ten percent (10%) is allocated to each of the Investment Indexes selected.

4.2.2 At the time the Participant selects Investment Index(es) for new deferrals, a different allocation may be selected among Investment Funds for current Account balances, which may be different from the allocation for new deferrals. A Participant may change his or her investment allocation at any time, but not more frequently than once in any 30-day period, in accordance with the electronic, telephonic, or other methods designated by the Committee.

4.3 Timing of Credits; Withholding. A Participant's deferred Compensation shall be credited to the Account and Subaccounts at the time it would have been payable to the Participant. Any withholding of taxes or other amounts with respect to deferred Compensation that is required by state, federal or local law shall be withheld from the Participant's corresponding nondeferred Compensation.

4.4 Determination of Accounts and Subaccounts. Each Participant's Account shall consist of the balance of such Participant's account under the TSC Plan immediately prior to the Effective Date increased by any deferred Compensation credited to such Participant's Account pursuant to Section 3, reduced by any benefits distributed to the Participant and increased or decreased by the Earnings credited on the balance in the Account as of each day on which the Nasdaq National Market or the New York Stock Exchange is open.

4.5 Vesting of Accounts. Each Participant shall be one hundred percent (100%) vested at all times in the amounts credited to such Participant's Account, Subaccount and Earnings thereon, for amounts attributable to deferrals.

4.6 Statement of Accounts. The Committee shall give to each Participant a statement showing the balances in the Participant's Account and Subaccount(s) on a quarterly basis and at such other times as may be determined by the Committee.

5. PLAN BENEFITS

5.1 Early Withdrawals. A Participant's Account may be distributed to the Participant before termination of employment as follows:

5.1.1 Election for In-Service Distribution. A Participant may elect in the Participation Agreement to have returned to such Participant any portion of the principal amount deferred by the Participation Agreement as soon as administratively practicable after the beginning of the fifth year following the commencement of the Deferral Period. The portion of the principal amount to be returned shall be elected in the Participation Agreement. The amount distributed shall be limited to the Account balance, if it is less than the principal amount deferred.

5.1.2 Hardship Withdrawal. Upon a finding that a Participant or Beneficiary has suffered an Unforeseeable Emergency, the Committee may, in its sole discretion, make distributions from the Participant's Account. "Unforeseeable Emergency" means an unanticipated emergency that is caused by an event beyond the control of the Participant or Beneficiary and that would result in severe financial hardship to the individual if early withdrawal were not permitted. In no event shall declining earnings rates be considered an Unforeseeable Emergency. Any early withdrawal approved by the Committee shall be limited to the amount necessary to meet the emergency. If a Participant is deemed eligible to receive a hardship withdrawal, no additional deferrals shall be made for the Participant for the remainder of the Deferral Period in which withdrawal is made or for the immediately succeeding Deferral Period.

5.1.3 Form of Payment. Withdrawals shall be paid in a lump sum and shall be charged to the Participant's Account as a distribution.

5.2 Termination of Employment. If a Participant terminates employment with Employer for any reason, including death or disability, the Employer shall pay to the Participant (or the Participant's Beneficiary, in case of death) benefits equal to the balance in the Account.

5.3 Form of Benefits. Except as provided below, benefits payable as a result of termination of employment shall be paid in the form elected by the Participant prior to the beginning of the first Deferral Period or as thereafter changed pursuant to Section 5.4. If the Participant participated in the TSC Plan prior to the Effective Date, benefits payable to the Participant hereunder shall be paid in the form elected under the TSC Plan. If a Participant's termination of employment is a Retirement or Disability, the form of benefit shall be, as elected by the Participant:

5.3.1 A lump sum amount which is equal to the applicable Account balance; or

5.3.2 Equal monthly installments of the Account amortized over a period of sixty (60), one hundred twenty (120), or one hundred eighty (180) months. Earnings on the unpaid balance shall continue to be credited to Subaccounts at the appropriate Investment Fund rate; or

5.3.3 Equal annual installments of the Account amortized over a period of five (5), ten (10), or fifteen (15) years. Earnings on the unpaid balance shall continue to be credited to Subaccounts at the appropriate Investment Fund rate.

If a Participant's termination of employment is a Termination, the form of benefit shall be, as elected by the Participant:

5.3.4 A lump sum amount which is equal to the applicable Account balance; or

5.3.5 Equal monthly installments of the Account amortized over a period of twelve (12), twenty-four (24), or thirty-six (36) months. Earnings on the unpaid balance shall continue to be credited to Subaccounts at the appropriate Investment Fund rate; or

5.3.6 Equal annual installments of the Account amortized over a period of one (1), two (2), or three (3) years. Earnings on the unpaid balance shall continue to be credited to Subaccounts at the appropriate Investment Fund rate.

Benefits payable due to a Participant's death shall be distributed as follows:

5.3.7 If the Participant's death occurs before benefit payments have commenced, the Participant's Beneficiary shall receive payment in a lump sum.

5.3.8 If the Participant's death occurs after benefit payments have commenced, the Participant's Beneficiary shall continue to receive payments in the form elected by the Participant.

Notwithstanding the form elected, if the Participant's total Account is five thousand dollars ($5,000) or less as of the date the Participant's employment terminates, the benefit shall be paid in a lump sum.

5.4 Change in Form of Benefits. A Participant may amend the form of benefit distribution previously selected at any time prior to the calendar year in which the Participant's employment terminates so long as the amendment does not increase the number of years during which payment is to be made. Notwithstanding the above, the Participant may not amend any distribution election made pursuant to Section 5.1.1, Election for In-Service Distribution.

5.5 Disability Payments. If a Participant is to receive payments from the Plan due to Disability, and wishes to alter the form of benefit payment previously elected, the Participant shall submit a request to postpone payments until the Participant would have otherwise qualified for Retirement had the Participant remained employed at the Company in the full capacity of his or her duties. Amendment of the form of payment shall be subject to approval by the Committee. Any alteration of the elected payment shall be at the sole discretion of the Committee and the Committee reserves the right to deny any application to alter the elected payment form.

5.6 Withholding Payroll Taxes. The Employer shall withhold from payments hereunder any taxes required to be withheld from such payments under federal, state or local law. A Beneficiary, however, may elect not to have withholding of federal income tax pursuant to Section 3405 of the Internal Revenue Code, or any successor provision thereto.

5.7 Valuation. The amount of a lump sum, monthly installment, or annual installment payment shall be based on the value of the Participant's Account on the date the Participant's employment terminates. Except as provided in Section 5.8, payments shall be made or commence within ninety (90) days after such date.

5.8 Covered Employee. Notwithstanding Section 5.7, if any portion of a payment in a calendar year would be disallowed as a deduction to the Employer because the Participant is a "covered employee" for that calendar year under Section 162(m) of the Internal Revenue Code, that portion shall instead be paid in the immediately following

calendar year, by January 30. This Section does not apply to early withdrawals under Section 5.1.

5.9 Payment to Guardian. If a distribution is payable to a minor or to a person declared incompetent or to a person incapable of handling the disposition of property, the Committee may direct payment to the guardian, legal representative, or person having the care and custody of such minor, incompetent, or person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution. Such distribution shall completely discharge the Committee from all liability with respect to such benefit.

6. BENEFICIARY DESIGNATION

6.1 Beneficiary Designation. Each Participant shall have the right at any time to designate one or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of a Participant's death prior to complete distribution of the Participant's Account. Each Beneficiary designation shall be in a written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant's lifetime. The Beneficiary designated by a Participant under the TSC Plan shall continue in effect under this Plan until changed by such Participant. Designation by a married Participant of a Beneficiary other than the Participant's spouse shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation and is witnessed by a notary public, or the consent cannot be obtained because the spouse cannot be located.

6.2 Amendments. Except as provided below, any nonspousal designation of Beneficiary may be changed by a Participant without the consent of such Beneficiary by the filing of a new designation with the Committee. The filing of a new designation shall cancel all designations previously filed.

6.3 Change in Marital Status. If the Participant's marital status changes after the Participant has designated a Beneficiary, the following shall apply:

6.3.1 If the Participant is married at death but was unmarried when the designation was made, the designation shall be void unless the spouse has consented to it in the manner prescribed above.

6.3.2 If the Participant is unmarried at death but was married when the designation was made:

6.3.2.1 The designation shall be void if the spouse was named as Beneficiary.

6.3.2.2 The designation shall remain valid if a nonspouse Beneficiary was named.

6.3.3 If the Participant was married when the designation was made and is married to a different spouse at death, the designation shall be void unless the new spouse has consented to it in the manner prescribed above.

6.4 No Beneficiary Designation. If any Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant's benefits, the Participant's Beneficiary shall be the person in the first of the following classes in which there is a survivor:

6.4.1 The Participant's surviving spouse;

6.4.2 The Participant's children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take by right of representation the share the parent would have taken if living;

6.4.3 The Participant's estate.

7. ADMINISTRATION

7.1 Committee; Duties. This Plan shall be administered by the Committee which shall be comprised of the outside directors serving on the Board's Compensation Committee or a committee of at least two members composed of non-Participants, designated by the Board's Compensation Committee. The Committee shall have the authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in such administration. A majority vote of the

Committee members shall control any decision. Members of the Committee may be Participants under this Plan.

7.2 Agents. The Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

7.3 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

7.4 Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee to the fullest extent authorized by the Delaware General Corporation Law pursuant to "Article VIII Indemnification" of the Company's By-Laws.

8. CLAIMS PROCEDURE

8.1 Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.

8.2 Denial of Claim. If the claim or request is denied, the written notice of denial shall state:

8.2.1 The reasons for denial, with specific reference to the Plan provisions on which the denial is based.

8.2.2 A description of any additional material or information required and an explanation of why it is necessary.

8.2.3 An explanation of the Plan's claim review procedure.

8.3 Review of Claim. Any person whose claim or request is denied or who has not received a response within thirty (30) days may request review by notice given in writing to the Committee. The claim or request shall be reviewed by the Committee which may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

8.4 Final Decision. The decision on review shall normally be made within sixty (60) days. If any extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

9. AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. The Board may at any time amend the Plan by written instrument, notice of which shall be given to all Participants and to Beneficiaries receiving installment payments, subject to the following:

9.1.1 Preservation of Account Balance. No amendment shall reduce the amount accrued in any Account to the date such notice of the amendment is given.

9.1.2 Changes in Investment Indexes. The Committee may change the Investment Indexes available to Participants for any date subsequent to the date of such change.

9.2 Employer's Right to Terminate. The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder would not be in the best interest of the Employer.

9.2.1 Partial Termination. The Board may partially terminate the Plan by instructing the Committee not to accept any additional Participation Agreements. If such a partial termination occurs, the Plan shall continue to operate and be effective with regard to Participation Agreements entered into prior to the effective date of such partial termination.

9.2.2 Complete Termination. The Board may completely terminate the Plan by instructing the Committee not to accept any additional Participation Agreements, and by terminating all ongoing Participation Agreements. If such a complete termination occurs, the Plan shall cease to operate and the Employer shall pay out each Account. Unless the Committee determines otherwise, payment shall be made as a lump sum or in equal monthly installments over the following period, based on the Account balance:

Account Balance                            Payout Period
---------------                            -------------
$50,000 or less                            Lump Sum
More than $50,000 but less than $250,000   3 Years
$250,000 or More                           5 Years

Earnings at the appropriate rate shall continue to be credited on the unpaid balance in each Account. The Employer reserves the right to pay each Account in a lump sum, notwithstanding the above schedule.

10. MISCELLANEOUS

10.1 Unfunded Plan. This Plan is an unfunded Plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly-compensated employees" within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Board may terminate the Plan and make no further benefit payments or remove certain employees as Participants if it is determined by the United States Department of Labor, a court of competent jurisdiction, or an opinion of counsel that the Plan constitutes an employee pension benefit Plan within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter amended) which is not so exempt.

10.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors, and assigns shall have no secured legal or equitable rights, interest or claims in any property or assets of the Employer, nor shall they be Beneficiaries of, or have any rights, claims or interest in any assets or financial instruments which may be acquired by the Employer. Except as provided in Section 10.3, such assets of the Employer shall not be held under any trust for the benefit of Participant, their Beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Employer under this Plan. Any and all of the Employer's assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Employer. The Employer's obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

10.3 Trust Fund. At its discretion, the Employer may establish one or more trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of benefits owed under the Plan. Although such a trust shall be irrevocable, its assets shall be held for payment of all the Employer's general creditors in the event of insolvency. To the extent any benefits provided under the Plan are paid from any such trust, the Employer shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of the Employer. Notwithstanding the existence of such a trust, it is intended that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA.

10.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency.

10.5 Not a Contract of Employment. This Plan shall not constitute a contract of employment between the Employer and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discipline or discharge a Participant at any time.

10.6 Protective Provisions. A Participant will cooperate with the Employer by furnishing any and all information requested by the Employer as the Employer may reasonably require.

10.7 Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the State of Illinois, except as preempted by federal law.

10.8 Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

10.9 Notice. Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed as given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company's address. Mailed notice to a Participant or Beneficiary shall be directed to the individual's last known address in the Employer's records.

10.10 Successors. The provisions of this Plan shall bind and inure to the benefit of the Employer and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Employer, and successors of any such corporation or other business entity.

EXHIBIT 10.15

INDEMNIFICATION AGREEMENT

AGREEMENT made this ___ day of __________, ____, between eLoyalty Corporation, a Delaware corporation (the "Company"), and _______________ (the "Indemnitee").

WHEREAS, it is essential to the Company and its stockholders to attract and retain qualified and capable directors, officers, employees, agents and fiduciaries;

WHEREAS, the Certificate of Incorporation of the Company (the "Certificate of Incorporation") requires the Company to indemnify and advance expenses to its directors and officers to the extent not prohibited by law;

WHEREAS, historically, basic protection against undue risk of personal liability of directors and officers has been provided through insurance coverage affording reasonable protection at reasonable cost;

WHEREAS, it is presently uncertain whether, and to what extent, such insurance is or will continue to be available to the Company at a reasonable cost for the protection of Indemnitee;

WHEREAS, in recognition of Indemnitee's need for protection against personal liability in order to induce Indemnitee to serve or continue to serve the Company in an effective manner, and, in the case of directors and officers, to supplement or replace the Company's directors' and officers' liability insurance coverage, and in part to provide Indemnitee with specific contractual assurance that the protection promised by the Certificate of Incorporation will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation or any change in the composition of the Company's Board of Directors or any acquisition transaction relating to the Company), the Company wishes to provide the Indemnitee with the benefits contemplated by this Agreement; and

WHEREAS, as a result of the provision of such benefits Indemnitee has agreed to serve or to continue to serve the Company;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Definitions. The following terms, as used herein, shall have the following respective meanings:

(a) Claim: means any threatened, pending or completed action, suit, arbitration or proceeding, or any inquiry or investigation, whether brought by or in the right of the Company or otherwise, that Indemnitee in good faith believes might lead to the institution of any such action, suit, arbitration or proceeding, whether civil, criminal, administrative, investigative or other, or any appeal therefrom.

(b) D&O Insurance: means any valid directors' and officers' liability insurance policy maintained by the Company for the benefit of the Indemnitee, if any.

(c) Determination: means a determination, and Determined means a matter which has been determined based on the facts known at the time, by: (i) a majority vote of a quorum of disinterested directors, or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) a majority of the disinterested stockholders of the Company, or (iv) a final adjudication by a court of competent jurisdiction.

(d) Excluded Claim: means any payment for Losses or Expenses in connection with any Claim: (i) based upon or attributable to Indemnitee gaining in fact any personal profit or advantage to which Indemnitee is not entitled; or (ii) for the return by Indemnitee of any remuneration paid to Indemnitee without the previous approval of the stockholders of the Company which is illegal; or (iii) for an accounting of profits in fact made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or similar provisions of any state law; or (iv) resulting from Indemnitee's knowingly fraudulent, dishonest or willful misconduct; or (v) the payment of which by the Company under this Agreement is not permitted by applicable law.

(e) Expenses: means any reasonable expenses incurred by Indemnitee as a result of a Claim or Claims made against Indemnitee for Indemnifiable Events including, without limitation, attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.

(f) Fines: means any fine, penalty or, with respect to an employee benefit plan, any excise tax or penalty assessed with respect thereto.

(g) Indemnifiable Event: means any event or occurrence, occurring prior to or after the date of this

Agreement, related to the fact that Indemnitee is, was or has agreed to serve as, a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise; provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, the Indemnitee had no reasonable cause to believe his conduct was unlawful.

(h) Losses: means any amounts or sums which Indemnitee is legally obligated to pay as a result of a Claim or Claims made against Indemnitee for Indemnifiable Events including, without limitation, damages, judgments and sums or amounts paid in settlement of a Claim or Claims, and Fines.

2. Basic Indemnification Agreement. In consideration of, and as an inducement to, the Indemnitee rendering valuable services to the Company, the Company agrees that in the event Indemnitee is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company will indemnify Indemnitee to the fullest extent authorized by law, against any and all Losses and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Losses and Expenses) of such Claim, whether or not such Claim proceeds to judgment or is settled or otherwise is brought to a final disposition, subject in each case, to the further provisions of this Agreement.

3. Limitations on Indemnification. Notwithstanding the provisions of Section 2, Indemnitee shall not be indemnified and held harmless from any Losses or Expenses (a) which have been Determined, as provided herein, to constitute an Excluded Claim; (b) to the extent Indemnitee is indemnified by the Company and has actually received payment pursuant to the Certificate of Incorporation, D&O Insurance or otherwise; or (c) other than pursuant to the last sentence of Section 4(d) or Section 12, in connection with any claim initiated by Indemnitee, unless the Board of Directors has authorized such claim.

4. Indemnification Procedures.

(a) Promptly after receipt by Indemnitee of notice of any Claim, Indemnitee shall, if indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement thereof; provided, however, that the failure to give such notice promptly shall not affect or limit the Company's obligations with respect to the matters described in the notice of such Claim, except to the

extent that the Company is prejudiced thereby. Indemnitee agrees further not to make any admission or effect any settlement with respect to such Claim without the consent of the Company, except any Claim with respect to which the Indemnitee has undertaken the defense in accordance with the second to last sentence of Section 4(d).

(b) If, at the time of the receipt of such notice, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all Losses and Expenses payable as a result of such Claim.

(c) To the extent the Company does not, at the time of the Claim have applicable D&O Insurance, or if a Determination is made that any Expenses arising out of such Claim will not be payable under the D&O Insurance then in effect, the Company shall be obligated to pay the Expenses of any Claim in advance of the final disposition thereof and the Company, if appropriate, shall be entitled to assume the defense of such Claim, with counsel satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, the Company will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with such defense other than reasonable Expenses of investigation; provided that Indemnitee shall have the right to employ its counsel in such Claim but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of such defense shall be at the Indemnitee's expense; provided further that if: (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, the reasonable fees and expenses of counsel shall be at the expense of the Company.

(d) All payments on account of the Company's indemnification obligations under this Agreement shall be made within sixty (60) days of Indemnitee's written request therefor unless a Determination is made that the Claims giving rise to Indemnitee's request are Excluded Claims or otherwise not payable under this Agreement, provided that all payments on account of the Company's obligation to pay Expenses under Section 4(c) of this Agreement prior to the final disposition of any Claim shall be made within 20 days of Indemnitee's written request therefor and such obligation shall not be subject to any such Determination but shall be subject to Section 4(e) of this

Agreement. In the event the Company takes the position that Indemnitee is not entitled to indemnification in connection with the proposed settlement of any Claim, Indemnitee shall have the right at his own expense to undertake defense of any such Claim, insofar as such proceeding involves Claims against the Indemnitee, by written notice given to the Company within 10 days after the Company has notified Indemnitee in writing of its contention that Indemnitee is not entitled to indemnification; provided, however, that the failure to give such notice within such 10-day period shall not affect or limit the Company's obligations with respect to any such Claim if such Claim is subsequently determined not to be an Excluded Claim or otherwise to be payable under this Agreement, except to the extent that the Company is prejudiced thereby. If it is subsequently determined in connection with such proceeding that the Indemnifiable Events are not Excluded Claims and that Indemnitee, therefor, is entitled to be indemnified under the provisions of Section 2 hereof, the Company shall promptly indemnify Indemnitee.

(e) Indemnitee hereby expressly undertakes and agrees to reimburse the Company for all Losses and Expenses paid by the Company in connection with any Claim against Indemnitee in the event and only to the extent that a Determination shall have been made by a court of competent jurisdiction in a decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Company for such Losses and Expenses because the Claim is an Excluded Claim or because Indemnitee is otherwise not entitled to payment under this Agreement.

(f) In connection with any Determination as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

5. Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold its or his consent to any proposed settlement.

6. No Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular

standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

7. Non-exclusivity, Etc. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Certificate of Incorporation, the Company's By- laws, the Delaware General Corporation Law, any vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee's official capacity and as to action in any other capacity by holding such office, and shall continue after Indemnitee ceases to serve the Company as a director or officer for so long as Indemnitee shall be subject to any Claim by reason of (or arising in part out of) an Indemnifiable Event. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

8. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee, if an officer or director of the Company, shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any director or officer of the Company.

9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

10. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses and Expenses of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to any Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

11. Liability of Company. Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

12. Enforcement.

(a) Indemnitee's right to indemnification and other rights under this Agreement shall be specifically enforceable by Indemnitee only in the state or Federal courts of the States of Delaware or Illinois and shall be enforceable notwithstanding any adverse Determination by the Company's Board of Directors, independent legal counsel or the Company's stockholders and no such Determination shall create a presumption that Indemnitee is not entitled to be indemnified hereunder. In any such action the Company shall have the burden of proving that indemnification is not required under this Agreement.

(b) In the event that any action is instituted by Indemnitee under this Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and reasonable expenses, including reasonable counsel fees, incurred by Indemnitee with respect to such action, unless the court determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous.

13. Severability. In the event that any provision of this Agreement is determined by a court to require the Company to do or to fail to do an act which is in violation of applicable law, such provision (including any provision within a single section, paragraph or sentence) shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Agreement shall be enforceable in accordance with their terms to the fullest extent permitted by law.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such State.

15. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the States of Delaware and Illinois for all purposes in connection with any action

or proceeding which arises out of or relates to this Agreement and agrees that any action instituted under this Agreement shall be brought only in the state and Federal courts of the States of Delaware and Illinois.

16. Notices. All notices or other communications required or permitted hereunder shall be sufficiently given for all purposes if in writing and personally delivered, telegraphed, telexed, sent by facsimile transmission or sent by registered or certified mail, return receipt requested, with postage prepaid addressed as follows, or to such other address as the parties shall have given notice of pursuant hereto:

17. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument.

18. Successors and Assigns. This Agreement shall be (i) binding upon all successors and assigns of the Company, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, and (ii) binding upon and inure to the benefit of any successors and assigns, heirs, and personal or legal representatives of Indemnitee.

19. Amendment; Waiver. No amendment, modification, termination or cancellation of this Agreement shall be effective unless made in a writing signed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as of the day and year first above written.

ATTEST:

WITNESS: