LEASE AGREEMENT WITH LEO BURNETT USA, INC. FOR A PORTION

OF LEO BURNETT CHICAGO BUILDING

AMENDED AND RESTATED LEASE

THIS AMENDED AND RESTATED LEASE (the Lease) is made as of the 15th day of December, 1997 between 35 W. Wacker Venture, L.L.C., a Delaware limited liability company (Landlord), and LEO BURNETT COMPANY, INC., a Delaware corporation (Tenant);

WITNESSETH

WHEREAS, Landlords predecessor in interest, Harris Trust and Savings Bank, not individually but solely as Trustee under Trust Agreement dated September 24, 1986 and known as Trust No. 43770 (Trustee), and Tenant entered into: (i) a certain Lease dated as of January 22, 1987; (ii) a certain First Amendment to Lease dated as of February 13, 1991, and (iii) a certain Second Amendment to Lease dated as of January 8, 1993 (said Lease, as amended by the First Amendment to Lease and Second Amendment to Lease is called the Existing Lease), pursuant to which Trustee leased to Tenant and Tenant leased from Trustee certain Premises (hereinafter defined) currently occupied by Tenant in the Land and Building (each hereinafter defined) commonly known as 35 W. Wacker Drive, Chicago, Illinois;

WHEREAS, pursuant to a certain Agreement Regarding Acquisition of Limited Liability Company Interest dated as of October 3, 1997 (the Contribution Agreement), Tenant has agreed to cause Trustee to convey unto Landlord, all of Trustees right, title and interest in and to the Land and Building (the Contribution);

WHEREAS, the Contribution Agreement provides for the termination of the Existing Lease upon the closing of the Contribution, and the entering into by Landlord and Tenant of this Lease pursuant to which Landlord will lease to Tenant, and Tenant will lease from Landlord, the Premises for a term beginning on the closing date of the Contribution and ending on the date(s) set forth herein;

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. TERMINATION OF LEASE. The Existing Lease shall terminate as of 11:59 p.m. on December 14, 1997 (the Existing Lease Termination Date), which is the day immediately preceding the Commencement Date (hereinafter defined) of this Tease as if such Existing Lease Termination Date were set forth in the Existing Lease as the expiration date of the term of the Existing Lease; except that Tenant and Landlord shall remain liable for all obligations of such party accruing under the Existing Lease prior to such Existing Lease Termination Date.

2. LEASING AGREEMENT. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the premises described in Paragraph 2.A. of this Lease (the Premises) in the building commonly known as 35 West Wacker Drive, Chicago, Illinois (the Building) located on the land, legally described in Exhibit A hereto, on the west one half of the block bounded by State Street, Wacker Drive, Dearborn Street and Lake Street, all in the City of Chicago, Cook County, Illinois (together with all present and future easements and other rights appurtenant thereto, the Land), subject to the covenants, terms, provisions and conditions of

this Lease. The Building is comprised of a fifty (50) story office tower (the Office Tower) and a three (3) story retail bustle (the Retail Space). Tenant accepts the Premises in its as is condition as of the date hereof. During the Term of this Lease, Tenant shall have the right to use the one Building docking office (and adjoining storage area) on lower Wacker Drive used by Tenant as of the date hereof for the continued use of Tenants loading dock personnel in the same manner as used by Tenant as of the date hereof for shipping and receiving of materials. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or Building (or to provide Tenant with any credit or allowance for the same), and no representation regarding the condition of the Premises or Building, have been made by or on behalf of Landlord or relied upon by Tenant, except as may be expressly stated herein.

Except as otherwise provided herein, Landlord specifically excepts and reserves to itself the use of any roof decks, the exterior portions of the Premises, and such areas within the Premises required for installation of utility lines and other installations required to service other occupants of the Building and to maintain and repair same, and no rights are conferred upon Tenant, and Landlord specifically excepts and reserves to itself, unless otherwise specifically provided, all rights to the land and improvements below the lowest floor level of the Premises, to the improvements and air rights above the Premises and to the land and improvements located outside the demising walls of the Premises.

A. The Premises means and includes the Office Tower Premises and the Retail Space Premises (both, as hereinafter defined). The Office Tower Premises means and includes: (i) floors two through twenty-nine, inclusive, in the Office Tower which the parties hereto acknowledge and agree contain 608,656 RSF; (ii) Suite 3401 in the Office Tower which the parties hereto acknowledge and agree contains 25,000 RSF; and (iii) Suite 3740 in the Office Tower, which the parties hereto acknowledge and agree Contains 1,278 RSP. The Retail Space Premises means and includes Suite R-9 in the Retail Space, which the parties hereto acknowledge and agree contains 8,889 RSP.

B. RSF shall mean, as the context requires, one square foot or a number of square feet of Rentable Area in any given space.

C. Rentable Area shall be computed by measuring to the inside finished surface of the dominant portion (50% or more of the vertical floor-to-ceiling dimension) of the permanent outer building wall (including windows or glass panels; if the windows are thermal pane windows, the inside finished surface shall be deemed to be the center line of the air space between such thermal panes) without deduction for any columns or projections necessary to the Building and shall include all areas within such inside finished surface other than public stairs (stairs shall be deemed public if they constitute part of the Buildings public stair system even if used by Tenant for access between floors of the Premises to the extent permitted by law and barred to other tenants except in cases of emergency), interior balconies, if any, elevator shafts, flues, stacks, pipe shafts and other major vertical penetrations of the floor,

Rentable Area shall include:

(1) With respect to each single tenancy floor, toilets, air conditioning rooms, fan rooms, janitor closets, lobbi elevator lobbies, electrical closets and telephone and other telecommunication closets within and serving only such floor (or only floors occupied by the same tenant); and

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(2) With respect to each multiple tenancy floor, for each particular premises on that floor, its share of the areas described in the preceding clause (1), together with the particular premises share of all public corridors and other public areas on such floor, as they may be adjusted from time to time. The tenant spaces on a multiple tenancy floor shall share 100% of the Rentable Area of that full floor. The share of each tenants space shall be based upon the usable area contained in that tenants space (which shall be measured to the center of partitions that separate such space from other tenant spaces or public areas) compared to the total usable area on that full floor.

(3) With respect to each single or multiple tenancy floor, such floors proportionate share (based on such floors Rentable Area without such added factor compared to the Buildings Rentable Area without such added factor) of the public lobby area in the Building; provided, however, that, as of the Commencement Date, the ratio of Tenants Rentable Area with such added factor to Tenants usable area (such usable area to be measured on the basis of standards established by BOMA) shall not exceed 1.12 to 1.00.

The parties hereto acknowledge and agree that, as of the date hereof: (1) the Rentable Area of the Building contains 1,117,978 RSF with the Office Tower cont 1,075,876 RSF and the Retail Space containing 42,102 RSP; and (ii) the aggregate Rentable Area of the Premises contains 643,823 RSF. Landlord shall not increase Tenants Proportionate Share Taxes - Office Tower, Tenants Proportionate Share Taxes - Retail Space, Tenants Proportionate Share Operating Expenses - Office Tower or Tenants Proportionate Share Operating Expenses - Retail Space (all, as hereinafter defined) except for additions to the RSF of the Premises due to expansions of the Premises by Tenant pursuant to Paragraphs 30 and 32 hereof. If the Rentable Area of either the Premises or the Building (or any above described portion thereof) changes in any Calendar Year during the Term of this Lease, or any renewal thereof, such Rentable Area shall be recomputed as aforesaid by Architect (as hereinafter defined) and all applicable adjustments hereunder shall be made as of the date of each such change. In the event of any dispute over Rentable Areas, Tenant shall make payments based on the Rentable Areas determined by Landlord until resolution of such dispute at which time any necessary adjustments shall be made and any amounts due to Landlord or Tenant as a result shall be paid within thirty (30) days after demand together with interest on such adjusted amount at 2% over the Prime Rate.

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3. TERM. The term of this Lease (the Term) shall begin on December 15, 1997 (the Commencement Date). Unless sooner terminated as provided herein, the Term shall end with the last day of the one hundred eightieth (180th) full calendar month subsequent to the Commencement Date (for example, December 31, 2012, if the Commencement Date were to be December 18, 1997), as such date may be extended by the exercise of any one or more of the options conferred upon Tenant under this Lease (the Termination Date). Notwithstanding the foregoing, the Termination Date for Suite 3401 of the Premises shall be December 31, 2004.

4. BASE RENT. Tenant shall pay to Landlord or Landlords agent at the office of Landlords agent at 35 W. Wacker Drive, Suite 3860, Chicago, Illinois 60606, or at such other place as Landlord may from time to time designate in writing, in coin or currency which, at the time of payment, is legal tender for private or public debts in the United States of America, Base Rent at annual rate which is e to the number of RSF within the Premises (excluding, however, the 1,278 RSF of Suite 3740, for which Base Rent shall at no time accrue or be payable during the Term of this Lease or any Extension Term) times $14.55, net of Operating Expenses and Taxes. Such annual rate shall be paid in monthly installments of one-twelfth of the then-current annual rate in advance on or before the first day of each and every month during the Term, without any set-off, abatement, counterclaim or deduction whatsoever, except as otherwise provided herein. If the Term commences other than on the fist day of a month, the Base Rent for such month shall be prorated. The prorated Base Rent for the portion of the month in which the Term commences shall be paid on the first day of the Term. The Base Rent for the initial Space and any other space added to the Premises pursuant to Paragraph 30 hereof, shall be increased on each anniversary of the Commencement Date by multiplying the then applicable Base Rent by the decimal equivalent of 2.5 % (i.e. .025). A schedule of Base Rent for the Premises for the initial Term of this lease is attached herewith as Exhibit B.

5. ADDITIONAL RENT. In addition to paying the Base Rent specified in Paragraph 4 hereof, Tenant shall pay as Additional Rent for the Term an amount equal to Tenants Expense Participation Amount determined from time to time during the Term pursuant to this Paragraph 5. The Base Rent and the Additional Rent are sometimes herein collectively referred to as the Rent. Tenants obligation to pay rent is an independent covenant and is a separate obligation, except as otherwise set forth herein. Except as otherwise provided in this Paragraph 5, all amounts due under this Paragraph 5 as Additional Rent shall be payable for the same periods and to the same party and at the same place as the Base Rent. Without limitation on other obligations of Tenant which shall survive the expiration of the Term, the obligations of Tenant to pay the Additional Rent provided for in this Paragraph S with respect to periods during the Term shall survive the expiration of the Term. For any partial Calendar Year, Tenant shall be obligated to pay only a pro rata share of the Additional Rent, based on the number of the days of the Term falling within such Calendar Year.

A. Definitions As used in this Paragraph 5, the terms:

(1) Calendar Year shall mean each calendar year in which any part of the Term falls.

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