AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2000

                                                       Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                          FORM F-4* AND FORM S-4*

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                      JONES LANG LASALLE FINANCE B.V.
           (Exact Name of Registrant as Specified in its Charter)

                               NOT APPLICABLE
              (Translation of Registrant's Name into English)


       THE NETHERLANDS                    6531                   NOT APPLICABLE
(State or Other Jurisdiction (Primary Standard Industrial      (I.R.S. Employer
    of Incorporation or       Classification Code Number)       Identification
       Organization)                                                Number)

                          200 EAST RANDOLPH DRIVE
                          CHICAGO, ILLINOIS 60601
                               (312) 782-5800
 (Address, Including Zip Code, and Telephone Number, Including Area Code,
              of Co-Registrants' Principal Executive Offices)

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

                    SEE TABLE OF ADDITIONAL REGISTRANTS

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

                            WILLIAM E. SULLIVAN
                          EXECUTIVE VICE PRESIDENT
                      JONES LANG LASALLE INCORPORATED
                          200 EAST RANDOLPH DRIVE
                          CHICAGO, ILLINOIS 60601
                               (312) 782-5800
         (Name, Address, Including Zip Code, and Telephone Number,
                Including Area Code, of Agent For Service)


                                           
                              WITH COPIES TO:
          ROBERT K. HAGAN                            RODD M. SCHREIBER, ESQ.
        FRITZ E. FREIDINGER              SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
        HAGAN & ASSOCIATES                      333 WEST WACKER DRIVE, SUITE 2100
200 EAST RANDOLPH DRIVE, SUITE 4322                  CHICAGO, ILLINOIS 60606
      CHICAGO, ILLINOIS 60601                            (312) 407-0700
          (312) 228-2050



        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this registration statement becomes effective.

        If the securities being registered on this form are being offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box: |_|

        If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: |_|

        If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: |_|




                                      CALCULATION OF REGISTRATION FEE

- - - ---------------------------------------------------------------------------------------------------------
                                                   Proposed maximum  Proposed maximum
     TITLE OF EACH CLASS OF        Amount to be    offering price   aggregate offering     Amount of
   SECURITIES TO BE REGISTERED      registered        per unit           price          registration fee
- - - ---------------------------------------------------------------------------------------------------------
                                                                             
9% Senior Notes due 2007......... $141,372,000(1)     100%(2)      $141,372,000(2)(3)     $37,322(3)
Guarantees of the 9%
  Senior Notes due 2007..........  Not Applicable        --                --               None(4)
- - - ---------------------------------------------------------------------------------------------------------


(1) Calculated based on [EURO]165,000,000 principal amount of notes
    outstanding for which the notes registered hereby are to be offered in
    exchange, translated into U.S. dollars at the noon buying rate in New
    York City for cable transfers in euros as certified for customs
    purposes by the Federal Reserve Bank of New York on October 13, 2000,
    which was $0.8568 per euro.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(f) promulgated under the Securities Act.

(3) Exclusive of accrued interest, if any.

(4) Under Rule 457(n) promulgated under the Securities Act, no separate
    registration fee is required for the guarantees.

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

*   This registration statement comprises a filing on Form F-4 with respect
    to the securities of Jones Lang LaSalle Finance B.V. and Jones Lang
    LaSalle Limited and a filing on Form S-4 with respect to the securities
    of Jones Lang LaSalle Incorporated, Jones Lang LaSalle Americas, Inc.,
    LaSalle Investment Management, Inc., Jones Lang LaSalle International,
    Inc., Jones Lang LaSalle Co-Investment, Inc. and LaSalle Hotel
    Advisors, Inc.

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

The co-registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the co-
registrants shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act or until this registration
statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.






                                       TABLE OF ADDITIONAL REGISTRANTS


                                                                             Primary standard
             Exact name of               State or other jurisdiction     industrial classification  I.R.S. Employer
 registrant as specified in its charter  of incorporation or formation         code number          Identification No.
- - - --------------------------------------   -----------------------------         -----------          ------------------
                                                                                           
Jones Lang LaSalle Incorporated                    Maryland                       6531                 36-4150422
Jones Lang LaSalle Americas, Inc.                  Maryland                       6531                 36-4160760
LaSalle Investment Management, Inc.                Maryland                       6531                 36-4160747
Jones Lang LaSalle International, Inc.             Delaware                       6531                 36-3722108
Jones Lang LaSalle Co-Investment, Inc.             Maryland                       6531                 36-4160750
LaSalle Hotel Advisors, Inc.                       Maryland                       6531                 36-4208322
Jones Lang LaSalle Limited                    England and Wales                   6531                Not Applicable


In the case of each of the registrants listed in the table above, the
address and telephone number of the principal executive offices and the
name, address and telephone number of the agent for service are the same as
those of Jones Lang LaSalle Finance B.V.



- - - ------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We
may not sell these securities or accept an offer to buy these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
- - - ------------------------------------------------------------------------------




               SUBJECT TO COMPLETION, DATED OCTOBER 17, 2000
PROSPECTUS

                                   [LOGO]

                      JONES LANG LASALLE FINANCE B.V.

                             Exchange Offer for

                             [EURO]165,000,000
                          9% Senior Notes due 2007

                    guaranteed on an unsecured basis by
                      JONES LANG LASALLE INCORPORATED
        and certain subsidiaries of Jones Lang LaSalle Incorporated
                              ----------------

We are offering to exchange an aggregate principal amount of up to
[EURO]165,000,000 of Jones Lang LaSalle Finance B.V.'s new 9% senior notes
due 2007 for a like amount of Jones Lang LaSalle Finance B.V.'s old 9%
senior notes due 2007. The terms of the new notes will be identical in all
material respects to the terms of the old notes, except that the new notes:

   o  will have been registered under the Securities Act;

   o  will not bear restrictive legends restricting their transfer under
      the Securities Act;

   o  will not be entitled to the registration rights that apply to the old
      notes; and

   o  will not contain provisions relating to an increase in the interest
      rate borne by the old notes under circumstances related to the timing
      of the exchange offer.

The exchange offer expires at 5:00 p.m., London time, on [ . ], 2000,
unless we extend it.

The new notes are not listed on the Nasdaq Stock Market or any national
securities exchange. Application will be made to list the new notes on the
Luxembourg Stock Exchange.

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF RISK FACTORS
THAT YOU SHOULD CONSIDER BEFORE EXCHANGING YOUR OLD NOTES.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.

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

                The date of this prospectus is [ . ], 2000.




    THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
PROSPECTUS. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO HOLDERS OF THE
NOTES UPON WRITTEN OR ORAL REQUEST TO JONES LANG LASALLE INCORPORATED, 200
EAST RANDOLPH DRIVE, CHICAGO, ILLINOIS 60601, ATTENTION: INVESTOR
RELATIONS, TELEPHONE NUMBER (312) 782-5800. TO OBTAIN TIMELY DELIVERY, NOTE
HOLDERS MUST REQUEST THE INFORMATION NO LATER THAN [ . ].

                                -----------



                                       TABLE OF CONTENTS

                                     PAGE                                           PAGE
                                     ----                                           ----

                                          
Summary.................................1     Corporate Structure--Issuer and
Risk Factors...........................11        Guarantors..........................54
Information Regarding                         Description of the Notes...............55
   Forward-Looking Statements..........20     Certain United States Federal Income
The Issuer.............................21        Tax Consequences....................95
Use of Proceeds........................22     Dutch Taxation.........................99
Capitalization.........................23     Plan of Distribution and Selling
The Exchange Offer.....................24        Restrictions.......................101
Selected Financial and Other Data......34     Legal Matters.........................102
Business...............................37     Experts...............................102
Description of Other Indebtedness......50     Where You Can Find More Information...103
                                              Information Incorporated by Reference.103





        In this prospectus, unless the context requires otherwise, (1)
"issuer" refers to Jones Lang LaSalle Finance B.V., the issuer of the old
notes and the new notes; (2) "Jones Lang LaSalle Incorporated" refers only
to Jones Lang LaSalle Incorporated; (3) "subsidiary guarantors" refers to
Jones Lang LaSalle Americas, Inc., a Maryland corporation, LaSalle
Investment Management, Inc., a Maryland corporation, Jones Lang LaSalle
International, Inc., a Delaware corporation, Jones Lang LaSalle
Co-Investment, Inc., a Maryland corporation, LaSalle Hotel Advisors, Inc.,
a Maryland corporation, and Jones Lang LaSalle Limited, a company organized
under the laws of England and Wales; (4) "guarantors" refers to Jones Lang
LaSalle Incorporated and the subsidiary guarantors; and (5) "Jones Lang
LaSalle," "we," "us," "our" and similar terms refer to Jones Lang LaSalle
Incorporated, its consolidated subsidiaries, including the issuer and the
subsidiary guarantors, and the businesses conducted by its predecessor
companies.
                                -----------

        We report our financial statements in U.S. dollars and prepare our
financial statements in accordance with generally accepted accounting
principles in the United States. In this prospectus, except where otherwise
indicated, references to "$," "dollars" or "U.S. dollars" are to the lawful
currency of the United States, and all references to "euro" or "[EURO]" are
to the common currency of certain participating member countries of the
European Union. We have a fiscal year end of December 31.

                                -----------

        Our logo and certain titles and logos of our services are our
trademarks. Each trademark, trade name or service mark of any other company
appearing in this prospectus belongs to its holder. The terms Jones Lang
LaSalle, LaSalle Investment Management and Jones Lang LaSalle Hotels are
our service marks or trademarks that are registered or otherwise protected
under the laws of various jurisdictions.




                            SELLING RESTRICTIONS

        There are restrictions on the offer and sale of securities in the
United Kingdom. No action has been taken to permit the new notes to be
offered to the public in the United Kingdom. This document may only be
issued or passed on in or into the United Kingdom to any person to whom the
document may lawfully be issued or passed on by reason of, or of any
regulation made under, section 58 of the Financial Services Act 1986. It is
the responsibility of all persons under whose control or into whose
possession this document comes to inform themselves about and to ensure
observance of all applicable provisions of the Public Offers of Securities
Regulations 1995 (as amended) and the Financial Services Act 1986 in
respect of anything done in relation to the new notes in, from or otherwise
involving the United Kingdom. See "Plan of Distribution and Selling
Restrictions."

        The offer of the old notes was made in reliance upon Section 6 of
the Dutch Exemption Regulation under the Supervision of Securities Trade
Act of 1995 (the "Euro Securities Exemption"). Accordingly, neither the
issuer nor any holder of new notes may engage in a general advertising or
sales campaign (algemene reclamecampagne of colportagecampagne), within the
meaning of the Dutch Exemption Regulation under the Supervision of
Securities Trade Act of 1995 (as amended), worldwide with respect to the
new notes. See "Plan of Distribution and Selling Restrictions."

        THE DISTRIBUTION OF THIS PROSPECTUS AND THE OFFER AND SALE OF THE
NEW NOTES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS WHO
COME INTO POSSESSION OF THIS PROSPECTUS OR ANY OF THE NEW NOTES MUST INFORM
THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. YOU MUST COMPLY WITH
ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH
YOU PURCHASE, OFFER OR SELL THE NEW NOTES OR POSSESS OR DISTRIBUTE THIS
PROSPECTUS AND, IN CONNECTION WITH ANY PURCHASE, OFFER OR SALE BY YOU OF
THE NEW NOTES, MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED
UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH YOU
ARE SUBJECT OR IN WHICH YOU MAKE SUCH PURCHASE, OFFER OR SALE.




                                  SUMMARY

        You should read the following summary together with the more
detailed information appearing elsewhere in this prospectus.

THE EXCHANGE OFFER

        On July 26, 2000, the issuer issued [EURO]165,000,000 principal
amount of 9% senior notes due 2007, the old notes to which the exchange
offer applies, to a group of placement agents in reliance on exemptions
from, or in transactions not subject to, the registration requirements of
the U.S. Securities Act of 1933 and applicable state securities laws. As a
condition to the placement agents' purchase of the old notes, the issuer,
Jones Lang LaSalle Incorporated and the subsidiary guarantors agreed to
commence the exchange offer following the initial offering of the old
notes. The new notes being offered in the exchange offer and the old notes
are sometimes referred to collectively in this prospectus as the "notes."


The Exchange Offer....................... We are offering new 9% senior
                                          notes due 2007, issued by the
                                          issuer and guaranteed by Jones
                                          Lang LaSalle Incorporated and the
                                          subsidiary guarantors, all of
                                          which new notes and guarantees
                                          have been registered under the
                                          Securities Act, in exchange for
                                          your old notes.

                                          To exchange your old notes, you
                                          must properly tender them, and we
                                          must accept them. We will
                                          exchange all old notes that you
                                          validly tender and do not validly
                                          withdraw.

Resale of New Notes...................... We believe that, if you are not a
                                          broker-dealer, you may offer for
                                          resale, resell or otherwise
                                          transfer the new notes without
                                          complying with the registration
                                          and prospectus delivery
                                          requirements of the Securities
                                          Act if you:

                                          o  acquire the new notes in the
                                             ordinary course of your
                                             business;

                                          o  are not engaged in, do not
                                             intend to engage in and have
                                             no arrangement or
                                             understanding with any person
                                             to participate in a
                                             distribution of the new notes;
                                             and

                                          o  are not an "affiliate" of the
                                             issuer, Jones Lang LaSalle
                                             Incorporated or any subsidiary
                                             guarantor (within the meaning
                                             of Rule 405 of the Securities
                                             Act).

                                          If any of these conditions is not
                                          satisfied and you transfer any
                                          new notes issued to you in the
                                          exchange offer without delivering
                                          a proper prospectus or without
                                          qualifying for a registration
                                          exemption, you may incur
                                          liability under the Securities
                                          Act. Moreover, our belief that
                                          transfers of new notes would be
                                          permitted without registration or
                                          prospectus delivery under the
                                          conditions described above is
                                          based on SEC interpretations
                                          given to other, unrelated issuers
                                          in similar exchange offers. We
                                          cannot assure you that the SEC
                                          would make a similar
                                          interpretation with respect to
                                          our exchange offer. We will not
                                          be responsible for or indemnify
                                          you against any liability you may
                                          incur under the Securities Act.

                                          Any broker-dealer that acquires
                                          new notes for its own account in
                                          exchange for old notes which it
                                          acquired through market-making or
                                          other trading activities must
                                          acknowledge that it will deliver
                                          a proper prospectus when it
                                          transfers any new notes. During
                                          the period ending 180 days after
                                          the expiration date of the
                                          exchange offer (subject to
                                          extension in limited
                                          circumstances), a broker-dealer
                                          may use this prospectus for an
                                          offer to sell or a sale or other
                                          transfer of the new notes.

Expiration Date.......................... The exchange offer will expire at
                                          5:00 p.m., London time, on
                                          [ . ], 2000, unless we extend it.

Withdrawal............................... You may withdraw your tender of old
                                          notes under the exchange offer at
                                          any time before the exchange offer
                                          expires.

Procedures for Tendering Old Notes....... Each holder of old notes that wishes
                                          to accept the exchange offer must
                                          either

                                          o  complete, sign and date the
                                             accompanying letter of
                                             transmittal or a facsimile
                                             copy of the letter of
                                             transmittal, have the
                                             signatures on the letter of
                                             transmittal guaranteed if
                                             required and deliver the
                                             letter of transmittal,
                                             together with the old notes
                                             and any other required
                                             documents, to the exchange
                                             agent; or

                                          o  arrange for DTC, Euroclear or
                                             Clearstream, as applicable, to
                                             transmit the required
                                             information to the exchange
                                             agent in connection with a
                                             book-entry transfer.

                                          Do not send letters of
                                          transmittal or certificates
                                          representing old notes to the
                                          issuer, Jones Lang LaSalle
                                          Incorporated, any of the
                                          subsidiary guarantors, DTC,
                                          Euroclear or Clearstream. Send
                                          these documents only to the
                                          exchange agent at the appropriate
                                          address given in this prospectus
                                          and in the letter of transmittal.

Special Procedures for Tenders
by Beneficial Owners of Old Notes........ If

                                          o  you beneficially own old notes;

                                          o  those notes are registered in
                                             the name of a broker, dealer,
                                             commercial bank, trust company
                                             or other nominee; and

                                          o  you wish to tender your old
                                             notes in the exchange offer,

                                          please contact the registered
                                          holder as soon as possible and
                                          instruct it to tender on your
                                          behalf and comply with the
                                          instructions set forth in this
                                          prospectus and the letter of
                                          transmittal.

Guaranteed Delivery Procedures........... If you hold old notes in
                                          certificated form or if you own
                                          old notes in the form of a
                                          book-entry interest in a global
                                          note deposited with the trustee,
                                          as custodian for DTC, and you
                                          wish to tender those old notes
                                          but

                                          o  your old notes are not
                                             immediately available;

                                          o  time will not permit you to
                                             deliver the required documents
                                             to the exchange agent by the
                                             expiration date; or

                                          o  you cannot complete the
                                             procedure for book-entry
                                             transfer on time,

                                          you may tender your old notes
                                          pursuant to the procedures
                                          described in "The Exchange
                                          Offer-Procedures for Tendering
                                          Old Notes--Guaranteed Delivery
                                          Procedures."

Consequences of
Not Exchanging Old Notes................. If you were not to tender your
                                          old notes or we were to reject
                                          your tender, your old notes would
                                          remain outstanding and would be
                                          entitled to the benefits of the
                                          indenture. You would not be
                                          entitled to any further
                                          registration rights under the
                                          registration rights agreement,
                                          except under limited
                                          circumstances. Existing transfer
                                          restrictions would continue to
                                          apply to the old notes.

                                          You do not have any appraisal or
                                          dissenters' rights in connection
                                          with the exchange offer.

United States
Federal Income Tax Consequences.......... Your exchange of old notes for
                                          new notes is not a taxable
                                          exchange for U.S. federal income
                                          tax purposes. You will not
                                          recognize any taxable gain or
                                          loss or any interest income,
                                          under U.S. federal income tax
                                          law, as a result of the exchange.

Dutch Income Tax Consequences............ A holder of old notes will not be
                                          subject to any Dutch taxes on
                                          income or capital gains in
                                          respect of any payment under the
                                          old notes or in respect of any
                                          gain realized on the disposal of
                                          the old notes, including any gain
                                          realized on the disposal of old
                                          notes for new notes pursuant to
                                          the exchange offer, provided
                                          that:

                                          o  such holder is neither
                                             resident nor deemed to be
                                             resident in the Netherlands;

                                          o  such holder does not have an
                                             enterprise or an interest in
                                             an enterprise that is, in
                                             whole or in part, carried on
                                             through a permanent
                                             establishment or a permanent
                                             representative in the
                                             Netherlands and to which
                                             enterprise or part of an
                                             enterprise, as the case may
                                             be, the notes are
                                             attributable; and

                                          o  such holder does not have a
                                             substantial interest or a
                                             deemed substantial interest in
                                             the issuer or, if such holder
                                             does have such an interest, it
                                             forms part of the assets of an
                                             enterprise.

Conditions............................... The exchange offer is not subject
                                          to any conditions other than that
                                          it not violate applicable law or
                                          any applicable interpretation of
                                          the staff of the SEC.

Use of Proceeds.......................... We will not receive any proceeds
                                          from the exchange offer.

Acceptance of Old Notes
and Delivery of New Notes................ We will accept for exchange any
                                          and all old notes properly
                                          tendered prior to the expiration
                                          of the exchange offer. We will
                                          complete the exchange offer and
                                          issue the new notes as soon as
                                          practicable after the expiration
                                          date.

Exchange Agent........................... The Bank of New York is serving
                                          as exchange agent for the
                                          exchange offer. The addresses and
                                          telephone numbers of the exchange
                                          agent are provided in this
                                          prospectus under "The Exchange
                                          Offer-Exchange Agent" and in the
                                          letter of transmittal.


THE NEW NOTES

        The form and terms of the new notes will be identical in all
material respects to the form and terms of the old notes, except that the
new notes:

    o  will have been registered under the Securities Act;

    o  will not bear restrictive legends restricting their transfer under
       the Securities Act;

    o  will not be entitled to the registration rights that apply to the
       old notes; and

    o  will not contain provisions relating to an increase in the interest
       rate borne by the old notes under circumstances related to the
       timing of the exchange offer.

The new notes represent the same debt as the old notes and are governed by
the same indenture, which is governed by New York law.


Securities Offered....................... [EURO]165.0 million aggregate
                                          principal amount of 9% senior
                                          notes due 2007.

Issuer................................... Jones Lang LaSalle Finance B.V.,
                                          an indirect wholly owned
                                          subsidiary of Jones Lang LaSalle
                                          Incorporated.

Maturity................................. June 15, 2007.

Interest Payment Dates................... Interest will be payable in cash
                                          on June 15 and December 15 of
                                          each year.

Parent Guarantee......................... The new notes will be
                                          unconditionally guaranteed by
                                          Jones Lang LaSalle Incorporated.

Subsidiary Guarantees.................... The new notes also will be
                                          unconditionally guaranteed by the
                                          following subsidiaries of Jones
                                          Lang LaSalle Incorporated: Jones
                                          Lang LaSalle Americas, Inc., a
                                          Maryland corporation, LaSalle
                                          Investment Management, Inc., a
                                          Maryland corporation, Jones Lang
                                          LaSalle International, Inc., a
                                          Delaware corporation, Jones Lang
                                          LaSalle Co-Investment, Inc., a
                                          Maryland corporation, LaSalle
                                          Hotel Advisors, Inc., a Maryland
                                          corporation, and Jones Lang
                                          LaSalle Limited, a company
                                          organized under the laws of
                                          England and Wales.

Optional Redemption...................... The issuer may redeem any or all
                                          of the new notes beginning June
                                          15, 2004 at the redemption prices
                                          set forth herein. In addition, at
                                          any time before June 15, 2003,
                                          the issuer may redeem up to 35%
                                          of the aggregate principal amount
                                          of the new notes with the
                                          proceeds of certain sales of
                                          capital stock of Jones Lang
                                          LaSalle Incorporated at 109% of
                                          their principal amount on the
                                          redemption date plus accrued
                                          interest. The issuer may make
                                          such redemption only if after
                                          such redemption at least 65% of
                                          the aggregate principal amount of
                                          the notes originally issued
                                          remains outstanding. The new
                                          notes are also redeemable at any
                                          time by the issuer at their
                                          principal amount plus the
                                          applicable premium and accrued
                                          interest. See "Description of the
                                          Notes-Optional Redemption."

Change of Control........................ Upon a change of control (as
                                          defined under "Description of the
                                          Notes"), the issuer will be
                                          required to make an offer to
                                          purchase the new notes. The
                                          purchase price will equal 101% of
                                          the principal amount on their
                                          date of purchase plus accrued
                                          interest. The issuer and the
                                          guarantors may not have
                                          sufficient funds available at the
                                          time of any change of control to
                                          make any required debt payment
                                          (including repurchases of the new
                                          notes).


Ranking.................................. The new notes will rank equally
                                          with all other senior
                                          indebtedness of the issuer,
                                          including the multicurrency
                                          credit facility and any old notes
                                          that remain outstanding. See
                                          "Description of Other
                                          Indebtedness-Multicurrency Credit
                                          Facility." The indebtedness
                                          evidenced by each new note
                                          guarantee will rank equally with
                                          all other senior indebtedness of
                                          the applicable guarantor. Each
                                          guarantor has also guaranteed the
                                          outstanding indebtedness of the
                                          issuer under the multicurrency
                                          credit facility. The new notes
                                          and each new note guarantee will
                                          be effectively junior to any
                                          indebtedness or other liabilities
                                          of subsidiaries of the issuer and
                                          the applicable guarantor,
                                          respectively, that do not
                                          guarantee the new notes. In
                                          addition, the new notes will be
                                          effectively junior to our secured
                                          indebtedness. At June 30, 2000,
                                          after giving effect to the
                                          issuance of the old notes,
                                          application of the net proceeds
                                          therefrom to repay indebtedness
                                          under the term portion of the
                                          multicurrency credit facility,
                                          the issuer's assumption of the
                                          outstanding indebtedness under
                                          the multicurrency credit facility
                                          and the repayment of the
                                          remaining indebtedness under the
                                          term portion of the multicurrency
                                          credit facility with the proceeds
                                          from borrowings under the
                                          revolving portion of the
                                          multicurrency credit facility,
                                          (i) the issuer would have had
                                          $333.4 million of outstanding
                                          indebtedness, (ii) Jones Lang
                                          LaSalle Incorporated and the
                                          subsidiary guarantors would have
                                          had $4.1 million of outstanding
                                          indebtedness (excluding the
                                          guarantees of indebtedness under
                                          the multicurrency credit facility
                                          and the old notes) and (iii) the
                                          non-guarantor subsidiaries would
                                          have had $11.5 million of
                                          outstanding indebtedness and
                                          $119.2 million of other
                                          liabilities. Other than
                                          capitalized lease obligations of
                                          $3.4 million, we had no secured
                                          indebtedness at June 30, 2000
                                          after giving pro forma effect to
                                          the transactions described above.
                                          Although the indenture and the
                                          multicurrency credit facility
                                          limit the amount of additional
                                          indebtedness which Jones Lang
                                          LaSalle Incorporated and its
                                          subsidiaries can incur, under
                                          certain circumstances the amount
                                          of such additional indebtedness
                                          could be substantial. The
                                          indenture and the multicurrency
                                          credit facility allow additional
                                          indebtedness to be incurred by
                                          non-guarantor subsidiaries. See
                                          "Description of the
                                          Notes-Covenants-Limitation on
                                          Indebtedness."

Certain Covenants........................ The terms of the new notes
                                          restrict the ability of Jones
                                          Lang LaSalle Incorporated and its
                                          restricted subsidiaries,
                                          including the issuer, to:

                                          o  incur additional indebtedness;

                                          o  engage in sale-leaseback
                                             transactions;

                                          o  grant liens on their assets;

                                          o  pay dividends or make
                                             distributions in respect of
                                             capital stock;

                                          o  redeem capital stock;

                                          o  make investments or certain
                                             other restricted payments;

                                          o  sell assets;

                                          o  issue or sell stock of
                                             restricted subsidiaries;

                                          o  enter into transactions with
                                             affiliates; and

                                          o  effect a consolidation or
                                             merger.

                                          See "Description of the
                                          Notes-Covenants."

Additional Amounts....................... All payments on the new notes
                                          will be made without withholding
                                          or deduction for taxes of the
                                          Netherlands (and certain other
                                          jurisdictions) unless required by
                                          law. If required by law, we will
                                          pay, subject to specified
                                          exceptions, the additional
                                          amounts necessary so that the net
                                          amount received by holders will
                                          not be less than the amount that
                                          they would have received in the
                                          absence of any withholding or
                                          deduction. See "Description of
                                          the Notes-Payment of Additional
                                          Amounts."

Tax Redemption........................... In the event that the issuer is
                                          obligated to pay any additional
                                          amounts as a result of specified
                                          changes affecting withholding tax
                                          laws and cannot reasonably
                                          arrange (without other material
                                          adverse consequences to Jones
                                          Lang LaSalle Incorporated or the
                                          issuer) for another obligor to
                                          make such payment to avoid paying
                                          those additional amounts, then
                                          the issuer may redeem all the
                                          notes at 100% of their principal
                                          amount plus accrued interest. See
                                          "Description of the
                                          Notes-Optional Redemption."

Listing.................................. Application will be made to list
                                          the new notes on the Luxembourg
                                          Stock Exchange.

Trustee, Paying and Transfer Agent and
Registrar................................ The Bank of New York.

Luxembourg Paying and Transfer Agent..... Kredietbank S.A. Luxembourgeoise,
                                          for so long as the new notes are
                                          listed on the Luxembourg Stock
                                          Exchange.

JONES LANG LASALLE

        We are a leading global real estate services and investment
management firm. We provide a wide variety of commercial real estate
transactional, advisory and investment management services on a local,
national and international basis across approximately 100 markets on five
continents.

        We manage approximately 700 million square feet of property,
provide investment management services for approximately $22 billion of
assets and have approximately 7,000 employees. We serve a wide variety of
clients, including owners and tenants of office, industrial, retail and
hotel properties, as well as real estate investors. We have grown by
expanding both our client base and our range of services and products in
anticipation of client needs, as well as through a series of strategic
acquisitions, including the acquisition of Compass Management and Leasing,
Inc. and related companies in October 1998, and a merger with the Jones
Lang Wootton companies, or JLW, in March 1999. By offering a broad range of
real estate products and services, and through our extensive knowledge of
domestic and international real estate markets, we are able to serve as a
single source provider of solutions for our clients' real estate needs.

RELATIONSHIP BETWEEN JONES LANG LASALLE INCORPORATED AND THE ISSUER

        Jones Lang LaSalle Incorporated formed the issuer as an indirect
wholly owned subsidiary under Netherlands law as a private company with
limited liability on July 7, 2000. The primary purpose of the issuer is to
finance the business operations of Jones Lang LaSalle. The issuer has its
corporate seat in Amsterdam and is registered with the Trade Register at
the Amsterdam Chamber of Commerce and Industry under No. 34137364.

RISK FACTORS

        You should read the section entitled "Risk Factors," beginning on
page 11, which discusses risks that you should consider before deciding
whether to participate in the exchange offer.

                                -----------

        Our principal executive offices are located at 200 East Randolph
Drive, Chicago, Illinois 60601, and our telephone number is (312) 782-5800.
The registered office of the issuer is located at Strawinskylaan 3103, 1077
ZX Amsterdam, the Netherlands.


                      SUMMARY FINANCIAL AND OTHER DATA

        The financial data set forth below should be read in conjunction
with, and are qualified by reference to, "Selected Financial and Other
Data," included elsewhere in this prospectus, and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
financial statements and notes thereto contained in Jones Lang LaSalle
Incorporated's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999; the financial statements and notes thereto contained in
Jones Lang LaSalle Incorporated's Current Report on Form 8-K, dated August
11, 2000; and the financial statements and notes thereto contained in Jones
Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000, each of which is incorporated herein by
reference. See "Information Incorporated by Reference" and "Where You Can
Find More Information."

        Pro forma results for 1999 give effect to the operations of JLW for
the two months ended February 28, 1999, the period of 1999 prior to the JLW
merger, amortization of the goodwill resulting from the JLW merger as if it
occurred on January 1, 1999 and a benefit for income taxes as if the JLW
merger had taken effect on January 1, 1999, using an estimated effective
tax rate of 40%. Pro forma results for 1998 give effect to the operations
of Compass Management and Leasing, Inc. and related companies and JLW for
the twelve months ended December 31, 1998 as if the Compass acquisition and
the JLW merger occurred on January 1, 1998, amortization of intangible
assets and goodwill resulting from the transactions, incremental interest
expense resulting from borrowings used to fund the Compass acquisition and
a benefit for income taxes as if the Compass acquisition and the JLW merger
had taken effect on January 1, 1998, using an estimated effective tax rate
of 38%.





                                                   YEAR ENDED DECEMBER 31,                       SIX MONTHS ENDED JUNE 30,
                                            -----------------------------------------            -------------------------
                                              1999            1999            1998                 2000              1999
                                             ACTUAL        PRO FORMA        PRO FORMA             ACTUAL            ACTUAL
                                             ------        ---------        ---------             ------            ------
                                                          (UNAUDITED)      (UNAUDITED)                 (UNAUDITED)

STATEMENT OF OPERATIONS DATA:                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                               
Total revenue....................       $   755,439       $   813,899       $    848,325       $  412,663       $  280,565
Operating income (loss)..........           (71,303)          (88,087)           (76,121)         (23,759)        (104,795)
Adjusted operating income (loss)(1)                            72,441             87,383           13,432          (15,165)
Interest expense.................            18,211            18,118             14,736           13,339            7,345
Net earnings (loss)..............           (94,842)         (108,253)          (108,365)         (36,465)         (93,119)
Adjusted net earnings (loss)(2)..                              32,271             44,262               58
Basic earnings (loss) per
  common share...................             (4.20)                                                (1.49)           (4.52)
Diluted earnings (loss) per
  common share...................             (4.20)                                                (1.49)           (4.52)
OTHER DATA:
Adjusted EBITDA(3)...............       $   116,774       $   112,164       $    123,800       $   34,923       $    1,896
Adjusted EBITDA/interest expense.             6.41x             6.19x              8.40x
Adjusted EBITDA/adjusted interest
  expense(4).....................                               4.87x
Ratio of earnings to fixed
  charges(5).....................                 -             1.39x              2.75x                -
Cash flows provided by
  (used in):
  Operating activities...........       $   (32,766)$          29,114 $           83,658       $  (29,836)      $  (54,082)
  Investing activities...........           (67,143)         (108,463)          (318,467)          (6,523)         (49,200)
  Financing activities...........           106,717           110,051            209,011            26,218          125,005
Investments under management(6)..       $21,500,000       $21,500,000       $ 20,300,000       $22,300,000      $20,700,000
Square feet under
  management-corporate property
  services(7)....................           250,000           250,000            220,000          225,000          230,000
Total square feet under
  management(8)..................           700,000           700,000            650,000          700,000          700,000

     -----------
     (footnotes on following page)



                                                                JUNE 30, 2000
                                                                -------------
                                                                (IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents.....................................$    13,167
Total assets..................................................    875,621
Total debt....................................................    345,095
Total liabilities.............................................    558,486
Stockholders' equity..........................................    316,545
- - - -----------

(1) Adjusted operating income (loss) represents operating income (loss)
    excluding (i) pre-tax non-recurring transition and integration costs
    associated with the JLW merger and the acquisition of Compass and (ii)
    pre-tax compensation expense associated with the issuance of shares of
    Jones Lang LaSalle Incorporated's common stock to former employees of
    JLW in connection with the JLW merger. Adjusted operating income (loss)
    is not determined in accordance with GAAP and may not be comparable to
    other companies' reported operating income (loss).

(2) Adjusted net earnings (loss) represents net earnings (loss) excluding
    (i) after-tax non-recurring transition and integration costs associated
    with the JLW merger and the acquisition of Compass and (ii) after-tax
    compensation expense associated with the issuance of shares of Jones
    Lang LaSalle Incorporated's common stock to former employees of JLW in
    connection with the JLW merger. Adjusted net earnings (loss) is not
    determined in accordance with GAAP and may not be comparable to other
    companies' reported net earnings (loss).

(3) Adjusted EBITDA represents earnings (loss) before interest expense,
    income taxes, depreciation and amortization, non-recurring transition
    and integration costs associated with the JLW merger and the
    acquisition of Compass and compensation expense associated with the
    issuance of shares of Jones Lang LaSalle Incorporated's common stock to
    former employees of JLW in connection with the JLW merger. We believe
    that Adjusted EBITDA is useful to investors as a measure of operating
    performance, cash generation and ability to service debt. However,
    Adjusted EBITDA should not be considered as an alternative either to
    (i) net earnings determined in accordance with GAAP, (ii) operating
    cash flow determined in accordance with GAAP or (iii) liquidity and may
    not be comparable to EBITDA of other companies.

(4) Adjusted interest expense represents interest expense excluding the
    interest on that part of the term portion of the multicurrency credit
    facility repaid with the net proceeds of the old notes and including
    interest on the notes at a rate of 9% per annum and gives effect to the
    repayment of the remaining indebtedness under the term portion of the
    multicurrency credit facility with the proceeds from borrowings under
    the revolving portion of the multicurrency credit facility using an
    assumed rate of 8.2% per annum, the effective rate at June 30, 2000.
    See "Description of Other Indebtedness-Multicurrency Credit Facility."
    Adjusted interest expense does not give effect to amortization of the
    costs of the exchange offer and the offering of the old notes.

(5) For purposes of computing the ratio of earnings to fixed charges,
    earnings represents (a) for 1999 (actual) and the six months ended June
    30, 2000 (actual), net earnings (loss) before income taxes plus fixed
    charges, less capitalized interest and (b) for 1999 (pro forma) and
    1998 (pro forma), adjusted net earnings (loss) before income taxes plus
    fixed charges, less capitalized interest. Fixed charges consist of interest
    expense, including amortization of debt discount and financing costs,
    capitalized interest and one-third of rental expense which we believe
    is representative of the interest component of rental expense. Earnings
    were insufficient to cover fixed charges by $89.5 million for the year
    ended December 31, 1999 (actual) and $37.1 million for the six months
    ended June 30, 2000 (actual).

(6) Investments under management represent the aggregate fair market value
    or cost basis of assets managed by our Investment Management segment as
    of the end of the periods reflected.

(7) Represents the square footage of properties for which we provided
    corporate property services as of the end of the periods reflected.

(8) Represents the total square footage of properties for which we provided
    property management and leasing or corporate property services as of
    the end of the periods reflected.




                                RISK FACTORS

        You should carefully consider the risks described below, as well as
the other information contained or incorporated by reference in this
prospectus, before deciding whether to participate in the exchange offer.

RISKS RELATED TO OUR BUSINESS

        OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION ARE SUBJECT
        TO RISKS ARISING FROM THE INTERNATIONAL SCOPE OF OUR OPERATIONS

        While we are based in Chicago, Illinois, we conduct a significant
portion of our business outside of the United States. The international
scope of our operations may lead to volatile financial results and
difficulties in managing our businesses. After giving pro forma effect to
the JLW merger and the Compass acquisition, we would have generated 43.3%
of our revenue in the United States, 40.0% in Europe and 16.7% in Asia
Pacific for the year ended December 31, 1999 and 46.3% in the United
States, 37.3% in Europe and 16.4% in Asia Pacific for the year ended
December 31, 1998. We have operations in 32 countries, and employ
approximately 2,500 employees in the United States and approximately 4,700
employees in other countries (excluding, in both cases, on-site personnel
responsible for the maintenance of properties on behalf of clients).
Factors that could negatively affect our business and operating results
include, but are not limited to, the following:

        o difficulties and costs of staffing and managing international
          operations;

        o currency restrictions and exchange rate fluctuations;

        o unexpected changes in regulatory requirements;

        o potentially adverse tax and tariff consequences;

        o the burden of complying with multiple and potentially conflicting
          laws;

        o the impact of business cycles and economic instability in any
          particular region;

        o the geographic, time zone, language and cultural differences
          between personnel in different areas of the world;

        o greater difficulty in collecting accounts receivable in certain
          geographic regions;

        o political instability in any particular region; and

        o foreign ownership restrictions with respect to operations in
          certain countries.

        We have committed additional resources to expand our worldwide
sales and marketing activities, to globalize our service offerings and
products in selected markets and to develop local sales and support
channels. If we are unable to successfully implement these plans, to
maintain adequate long-term strategies which successfully manage the risks
associated with our global business or to adequately manage operational
fluctuations, our business, financial condition or results of operations
could be materially and adversely affected.

        ECONOMIC CONDITIONS AND THE REAL ESTATE ECONOMIC CLIMATE POSE RISKS
        FOR OUR BUSINESS

        Our business is negatively impacted by periods of economic slowdown
or recession in a given region, rising interest rates or declining demand
for real estate. These economic conditions could have a number of effects
which could have a material adverse impact on certain segments of our
business, including the following:

        o a decline in acquisition, disposition and leasing activity;

        o a decline in the supply of capital invested in commercial real
          estate;

        o a decline in the value of real estate and in rental rates which
          would cause us to realize lower revenue from

          --   investment management fees, which are typically based upon
               the value of the managed investments;

          --   property management fees, which in certain cases are
               calculated as a percentage of the revenue of the property
               under management; and

           --  commissions or fees derived from property valuation, sales
               and leasing, which are typically based on the value, sale
               price or lease revenue commitment, respectively.

        The real estate market tends to be cyclical and related to the
condition of the economy as a whole or, at least, to the perceptions of
investors and users as to the economic outlook. For example, if property
owners believe that an economic downturn is likely to occur in the near
future, some may sell their properties in anticipation. An increase in the
rate of turnover of properties under our management could, if the new
property owners were not to retain us, result in a loss of clients or
assignments and could lead to a decrease in the profitability of the
clients or assignments we retain.

        We operate in markets throughout the world. An economic downturn in
one or more of those markets could have a material adverse effect on our
business, financial condition or results of operations.

        During 1998 and 1997, for example, Southeast and East Asia were
impacted by financial turmoil which was initially reflected in rapidly
falling exchange rates relative to the U.S. dollar. This led to falling
stock market indices and asset values and reduced economic growth
prospects. Additionally, some property markets were affected by speculative
developments resulting in an oversupply of completed or partially completed
space. Property prices fell along with prices of other investments and
asset values. Although we believe there is evidence of recovery in economic
conditions in many Asian markets, the pace of recovery has been generally
slow and uneven between various countries. There can be no assurance that
conditions in Asia will improve or that economic conditions in other
markets will not deteriorate. Any worsening of conditions in Asia or in
other markets in which we operate could have a material adverse effect on
our business, financial condition or results of operations.

        WE ARE EXPOSED TO CURRENCY EXCHANGE RATE FLUCTUATIONS

        Our reporting currency is the U.S. dollar. Our business outside the
United States is transacted in various other currencies. The financial
statements of subsidiaries outside the United States, except those located
in highly inflationary economies, are generally measured using the local
currency as the functional currency. As a result, fluctuations in the U.S.
dollar relative to currencies in which earnings are generated could
materially adversely affect our business, financial condition or results of
operations as reported in U.S. dollars. Fluctuations in currencies relative
to the U.S. dollar may make it more difficult to perform period-to-period
comparisons of our reported results of operations. We also cannot predict
the effect of exchange rate fluctuations upon future operating results. For
the year ended December 31, 1999, on an adjusted pro forma basis, 36% of
our net income was attributable to operations with U.S. dollars as their
functional currency and 64% was attributable to operations having other
functional currencies. For the six months ended June 30, 2000 (excluding
the effect of stock compensation expense recognized with respect to shares
issued to former employees of JLW in connection with the JLW merger), we
reported net income of $0.1 million, reflecting $12.5 million of net income
attributable to operations having functional currencies other than the U.S.
dollar and $12.4 million of net losses attributable to operations having
the U.S. dollar as the functional currency. While revenues and expenses are
generally incurred in the currency of the location where the operations
generating the revenues and expenses have occurred, thereby limiting
exchange rate fluctuations to some extent, we are still subject to exchange
rate risk and may in the future become more so as a result of any changes
in our practices.

        On a limited basis, we enter into forward foreign currency exchange
contracts to manage currency risks and reduce exposure resulting from
fluctuations in the designated foreign currency associated with existing
commitments, assets or liabilities. Economic risks associated with these
hedging instruments include: (1) unexpected fluctuations in interest rates
impacting our future buying power for purchasing foreign currencies; and
(2) unexpected changes in the timing and collection of funds related to the
hedging instruments, both of which can cause hedging instruments to be
ineffective. An ineffective hedging instrument may expose us to currency
losses, which could have an adverse effect on our business, financial
condition or results of operations. There can be no assurance that such
hedging will be effective. Moreover, because we typically retain non-U.S.
dollar funds to cover costs payable in currencies other than the
U.S. dollar, we do not undertake to hedge all of our non-U.S. dollar
currency exposure leaving our operating results exposed to some currency
translation risk.

        WE DEPEND ON PROPERTY PERFORMANCE FOR REVENUE GENERATION

        Our revenue from property management services is generally based
upon percentages of the revenue generated by the properties that we manage,
and our leasing commissions typically are based on the value of the lease
revenue commitments. Property performance typically depends upon:

        o our ability to attract and retain creditworthy tenants;

        o operating expenses which in some cases we cannot control;

        o financial and economic conditions generally and in the specific
          areas where properties are located; and

        o the real estate market generally.

        Our revenue would be adversely affected by decreases in the
performance of the properties we manage.

        THE CONCENTRATION OF OUR INCOME IN THE FOURTH QUARTER MAY CAUSE A
        LOSS IN OTHER QUARTERS

        Our operating income and earnings have historically been
substantially lower during the first three calendar quarters than in the
fourth quarter. The reasons for the concentration of income and earnings in
the fourth quarter include a general, industry-wide focus on completing
transactions by calendar year end, as well as the constant nature of our
non-variable expenses throughout the year versus the seasonality of our
revenues. This has historically resulted in a small loss in the first
quarter, a small profit or loss in the second and third quarters and a
larger profit in the fourth quarter, excluding the recognition of
investment generated performance fees. As a result, quarter-to-quarter
comparisons may be difficult to interpret.

        REAL ESTATE SERVICES MARKETS ARE HIGHLY COMPETITIVE

        We compete across a variety of business disciplines within the
commercial real estate industry, including investment management, tenant
representation, corporate property services, construction and development
management, property management, agency leasing, valuation and capital
markets. In general, with respect to each of our business disciplines, we
cannot assure that we will be able to continue to compete effectively, will
be able to maintain current fee arrangements or margin levels or will not
encounter increased competition. Each of the business disciplines in which
we compete is highly competitive on an international, regional or local
level. Depending on the industry segment, we face competition from other
real estate service providers, institutional lenders, insurance companies,
investment banking firms, investment managers and accounting firms. Many of
our competitors are local or regional firms, which are substantially
smaller than us. However, they may be substantially larger on a local or
regional basis. We are also subject to competition from other large global
firms.

        The advent of the Internet has introduced new ways of providing
real estate services, as well as new competitors to the industry. We cannot
currently predict who these competitors will be nor can we predict what our
response to them will be. This response could require significant capital
resources, changes in our organization or technological changes. If we are
not successful in developing a strategy to address the risks and to capture
the related opportunities presented by technological changes and the
emergence of e-business, our business, financial condition or results of
operations could be materially adversely affected.

        WE MAY LOSE SERVICE AGREEMENTS OR CLIENT RELATIONSHIPS

        As a result of our strong, long-term client relationships, many of
our clients use our services consistently for new assignments and many also
use a variety of different services. If we fail to maintain existing
relationships or fail to develop and maintain new client relationships, we
could experience a material adverse effect on our business, financial
condition or results of operations. We are substantially dependent on
long-term client relationships and on revenue received for services under
various service agreements. Many of these agreements are cancellable by the
client for any reason on as little as 30 to 60 days' notice. These
contracts may be cancelled prior to their expiration or not renewed when
their respective terms expire.

        We provide related services such as property management and leasing
services to our investment management clients and earn substantial fees for
providing these services. If our investment management clients terminate or
do not renew our services or if a property which is part of an investment
management portfolio is sold, other related services provided to the
investment management clients may also be terminated or not renewed. The
loss of a substantial number of service agreements or client relationships
could have a material adverse effect on our business, financial condition
or results of operations.

        WE MAY INCUR LIABILITIES RELATED TO OUR SUBSIDIARIES BEING GENERAL
        PARTNERS OF NUMEROUS GENERAL AND LIMITED PARTNERSHIPS

        We have subsidiaries which are general partners in numerous general
and limited partnerships which invest in or manage real estate assets. Any
subsidiary which is a general partner is potentially liable to its partners
and for obligations of its partnership. If our exposure as a general
partner is not limited, or if our exposure as a general partner is expanded
in the future, any resulting losses may have a material adverse effect on
our business, financial condition or results of operations. We own our
general partnership interests through special purpose subsidiaries. We
believe this structure will limit our exposure to the total amount we have
invested in and the amount of notes from, or advances and commitments to,
such special purpose subsidiaries. However, this limited exposure may be
expanded in the future based upon, among other things, changes in our
operating practices, changes in applicable laws or the application of
additional laws to our business.

        OUR CO-INVESTMENT ACTIVITIES AND RELIANCE ON INCENTIVE
        PARTICIPATION FEES SUBJECT US TO REAL ESTATE INVESTMENT RISKS WHICH
        COULD CAUSE FLUCTUATIONS IN OUR EARNINGS AND CASH FLOW

        An important part of the strategy for our investment management
business involves investing our capital in real estate investments with our
clients. Our participation in real estate transactions through
co-investment activity could increase fluctuations in our earnings and cash
flow. Other risks associated with such activities include:

        o loss of our investments;

        o difficulties associated with international co-investment
          described in "-Our business, operating results and financial
          condition are subject to risks arising from the international
          scope of our operations" and "-We are exposed to currency
          exchange rate fluctuations"; and

        o our potential lack of control over the disposition of any
          co-investments and the timing of the recognition of gains, losses
          or potential incentive participation fees.

        WE MAY INCUR ENVIRONMENTAL LIABILITY IN OUR ROLE AS ON-SITE
        PROPERTY MANAGER

        Various national, state and local laws and regulations impose
liability on current or previous real property owners or operators for the
cost of investigating, cleaning up or removing contamination caused by
hazardous or toxic substances at the property. We may be held liable as an
operator for such costs in our role as an on-site property manager. In
addition, we could be held liable for liability incurred at the properties
managed by JLW prior to the merger. The liability may be imposed even if
the original actions were legal and we did not know of, or were not
responsible for, the presence of such hazardous or toxic substances. We may
also be solely responsible for the entire payment of the liability if we
are subject to joint and several liability with other responsible parties
who are unable to pay. We may be subject to additional liability if we fail
to disclose environmental issues to a buyer or lessee of property or if a
third party is damaged or injured as a result of environmental
contamination emanating from the site, including the presence of asbestos
containing materials. Additionally, some environmental laws create a lien
on the site in favor of the government for damages and costs it incurs in
connection with the contamination. We can not be sure that any of such
liabilities to which we or any of our affiliates may become subject will
not have a material adverse effect upon our business, financial condition
or results of operations.

        IF WE ARE UNABLE TO RECRUIT AND RETAIN QUALIFIED PERSONNEL, OUR
        BUSINESS MAY SUFFER

        The growth of our business depends to a significant degree on our
ability to attract and retain qualified personnel in all areas of our
business, particularly management. We believe that there is currently a
shortage of qualified property management personnel. If these labor market
conditions continue, our compensation costs may increase substantially and,
if we are unable to attract and retain qualified personnel, we could be
forced to limit our growth, to the detriment of our business, financial
condition or results of operations.

RISKS RELATED TO THE NOTES

        WE HAVE A SUBSTANTIAL AMOUNT OF DEBT, WHICH WE MAY NOT BE ABLE TO
        SATISFY AND WHICH COULD IMPEDE OUR OPERATIONS AND FLEXIBILITY

        We have a significant amount of debt and debt service obligations.
At June 30, 2000, giving effect to the offering of the old notes, the
application of the estimated net proceeds therefrom and the repayment of
remaining indebtedness under the term portion of the multicurrency credit
facility with the proceeds from borrowings under the revolving portion of
the multicurrency credit facility, we would have had $349.0 million of
indebtedness on a consolidated basis. If we are unable to generate
sufficient cash flow or otherwise obtain funds necessary to make required
payments on the notes, including from cash and cash equivalents on hand, we
will be in default under the terms of the indenture, which could, in turn,
cause defaults under our other existing and future debt obligations.

        Even if we are able to meet our debt service obligations, the
amount of debt we have could adversely affect us in a number of ways,
including the following:

        o we may be unable to obtain additional financing for working
          capital, capital expenditures, acquisitions and general corporate
          purposes;

        o a significant portion of our cash flow from operations must be
          dedicated to debt service, which reduces the amount of cash we
          have available for other purposes;

        o all of the indebtedness incurred under the multicurrency credit
          facility is scheduled to become due prior to the time any
          principal payments are required on the notes;

        o we may be disadvantaged as compared to our competitors as a
          result of the significant amount of debt we owe; and

        o our ability to adjust to changing market conditions may be
          hampered by the amount of debt we owe.

        In addition, since a portion of our borrowings is subject to
variable rates of interest, we could be vulnerable to increases in interest
rates, which could have an adverse effect on our operations, liquidity and
financial condition.

        THE TERMS OF OUR DEBT CONTAIN A NUMBER OF RESTRICTIVE COVENANTS,
        WHICH RESTRICT OUR FLEXIBILITY AND WHICH, IF BREACHED, COULD RESULT
        IN ACCELERATION OF THE NOTES

        The indenture governing the notes and/or the multicurrency credit
facility agreement contain covenants that, among other things, limit our
ability to:

        o engage in new lines of business;

        o encumber our assets;

        o enter into sale and leaseback transactions;

        o merge, consolidate or dispose of a substantial part of our
          assets;

        o dispose of stock in our subsidiaries or have our subsidiaries
          issue stock;

        o engage in acquisitions, make loans, extend guarantees or enter
          into other investments;

        o incur indebtedness;

        o pay dividends and make other distributions to our shareholders;
          and

        o enter into transactions with our affiliates.

        The multicurrency credit facility agreement also contains covenants
concerning the maintenance of maximum debt to EBITDA ratios and a minimum
liquidity ratio.

        These covenants could materially and adversely affect our ability
to finance our future operations or capital needs or to engage in other
business activities that may be in our best interests.

        Our ability to comply with these covenants may be affected by
events beyond our control, and we cannot be sure that we will be able to
comply. A breach of any of these covenants could result in a default under
the indenture and/or the multicurrency credit facility agreement and,
potentially, an acceleration of the obligation to repay the notes and/or
the indebtedness under the multicurrency credit agreement. An event of
default under the indenture and/or the multicurrency credit facility
agreement could also cause other debt of ours to become immediately due and
payable under cross-default and cross-acceleration provisions.

        WE MAY BE UNABLE TO REPURCHASE THE NOTES UPON THE OCCURRENCE OF A
        CHANGE OF CONTROL

        Upon the occurrence of a change of control of Jones Lang LaSalle
Incorporated or the issuer, the issuer will be required to offer to
repurchase all outstanding notes. If a change of control were to occur, our
ability to repurchase the notes with cash would depend on the availability
of sufficient funds and compliance with the terms of any debt ranking
senior or equal to outstanding indebtedness under the notes, including the
multicurrency credit facility. Our failure to repurchase tendered notes
upon a change of control would constitute an event of default under the
indenture, which could result in the acceleration of the maturity of the
notes and our other outstanding indebtedness.

        BECAUSE OF OUR ORGANIZATIONAL STRUCTURE, THE AVAILABILITY OF CASH
        TO SATISFY THE NOTES OR THE GUARANTEES MAY BE LIMITED

        The notes are obligations solely of the issuer, a finance vehicle
with limited assets, and the guarantees are obligations solely of the
issuer's parent, Jones Lang LaSalle Incorporated, and some of Jones Lang
LaSalle Incorporated's operating subsidiaries. Jones Lang LaSalle
Incorporated is a holding company for its subsidiaries. It conducts all of
its operations through subsidiaries. As a result, the issuer, Jones Lang
LaSalle Incorporated and, at least in part, the subsidiary guarantors are
dependent upon dividends or other intercompany transfers of funds from
their respective subsidiaries or their ability to otherwise realize
economic benefits from their equity interests in their respective
subsidiaries to meet debt service and other obligations, including
obligations under the notes or the guarantees, as applicable. Generally,
creditors of a subsidiary will have a claim to the assets and earnings of
that subsidiary that is superior to the claims of creditors of its parent
or sister companies, except to the extent the claims of the parent and
sister companies' creditors are guaranteed by the subsidiary. Although the
subsidiary guarantees provide the holders of the notes with a direct claim
against the assets of the subsidiary guarantors, enforcement of the
subsidiary guarantees may be subject to legal challenge in a bankruptcy or
a reorganization case or a lawsuit by or on behalf of creditors of the
subsidiary guarantor, and would be subject to certain defenses available to
guarantors generally. If the subsidiary guarantees are not enforceable, the
notes would be effectively junior in ranking to all liabilities of the
subsidiary guarantors, including trade payables of the subsidiary
guarantors. Our existing debt instruments, including the indenture for the
notes and the multicurrency credit facility, permit subsidiaries of Jones
Lang LaSalle Incorporated and the subsidiary guarantors to incur additional
indebtedness that may limit the ability of these subsidiaries to make funds
available for repayment of th notes or other obligations.

        Some of the subsidiaries of the guarantors will not guarantee the
issuer's payment obligations under the notes and the guarantors'
obligations under the guarantees. As a result, the notes and the guarantees
of the notes will be effectively subordinated to the claims of creditors of
such non-guarantor subsidiaries. As of June 30, 2000, non-guarantor
subsidiaries had $11.5 million of outstanding indebtedness and $119.2
million of other liabilities. Although the indenture and the multicurrency
credit facility limit the ability of non-guarantors to incur additional
indebtedness, under certain circumstances the amount of such indebtedness
could be substantial.

        YOU MAY FACE FOREIGN EXCHANGE RISKS BY INVESTING IN THE NOTES

        The notes are denominated and payable in euros. If you are a U.S.
investor, an investment in the notes entails foreign exchange-related risks
due to, among other factors, possible significant changes in the value of
the euro relative to the U.S. dollar because of economic, political and
other factors over which we have no control. Depreciation of the euro
against the U.S. dollar could cause a decrease in the effective yield of
the notes below their stated coupon rates and could result in a loss to you
on a U.S. dollar basis.

        U.S. BANKRUPTCY OR FRAUDULENT CONVEYANCE LAWS MAY INTERFERE WITH
        THE PAYMENT OF THE NOTES AND THE GUARANTEES

        Under U.S. federal bankruptcy law and comparable provisions of
state fraudulent transfer laws, the notes or the guarantee issued by the
issuer or any guarantor, as the case may be, could be voided or
subordinated to all of such person's other debt if, among other things, the
issuer or such guarantor, as the case may be:

         o  incurred the debt or guarantee with the intent of hindering,
            delaying or defrauding current or future creditors; or

         o  received less than reasonably equivalent value or fair
            consideration for incurring the debt or guarantee; and

            --   was insolvent or was rendered insolvent by reason of the
                 incurrence;

            --   was engaged, or about to engage, in a business or
                 transaction for which the assets remaining with it
                 constituted unreasonably small capital to carry on its
                 business;

            --   intended to incur, or believed that it would incur, debts
                 beyond its ability to pay as these debts matured; or

            --   was a defendant in an action for money damages, or had a
                 judgment for money damages docketed against it if, in
                 either case, after final judgment the judgment was
                 unsatisfied.

        The measure of insolvency for these purposes will vary depending
upon the law of the jurisdiction that is being applied in any proceeding.
Generally, however, a debtor would be considered insolvent if, at the time
the debtor incurred the indebtedness, either:

         o  the sum of the debtor's debts, including contingent
            liabilities, is greater than the debtor's assets, at fair
            valuation; or

         o  the present fair saleable value of the debtor's assets is less
            than the amount required to pay the probable liability on the
            debtor's total existing debts and liabilities, including
            contingent liabilities, as they become absolute and matured.

        On the basis of our analysis, internal cash flow projections,
estimated values of our assets and liabilities and other factors, we
believe that at the time the issuer and each guarantor initially incurred
the indebtedness represented by the notes or its guarantee, as applicable,
each:

         o  was not insolvent nor rendered insolvent as a result of the
            issuance thereof;

         o  possessed sufficient capital to run its business effectively;

         o  was incurring debts within its ability to pay as they matured
            or became due; and

         o  had sufficient assets to satisfy any probable money judgment
            against it in any pending action.

        We cannot assure you, however, as to what standard a court would
apply in making these determinations or that a court passing on these
questions would reach the same conclusions.

        INSOLVENCY AND ADMINISTRATIVE LAWS OF THE NETHERLANDS COULD
        NEGATIVELY AFFECT YOUR RIGHT TO ENFORCE THE NOTES

        The issuer is incorporated under the laws of the Netherlands.
Accordingly, insolvency proceedings with respect to the issuer would likely
proceed under, and be governed by, insolvency laws of the Netherlands.

        Fraudulent conveyance legislation is in force in the Netherlands.
Fraudulent conveyance legislation in the Netherlands provides generally
that certain transactions with a creditor entered into voluntarily by the
debtor are subject to avoidance if both parties to the transaction knew or
should have known that the transaction would prejudice other creditors or
that the debtor has previously made an application for bankruptcy.
Knowledge that the transaction would prejudice other creditors is presumed
by law for all transactions performed within one year of the adjudication
before bankruptcy or within one year before the date the claim of
fraudulent conveyance is made, if it is also established that one of the
conditions mentioned in Article 43 of the Dutch Bankruptcy Act or,
respectively, Article 46 of Book 3 of the Dutch Civil Code is fulfilled.
These conditions include, but are not limited to, situations in which:

         o  the value of the obligation of the debtor materially exceeds
            the value of the obligation of the creditor;

         o  the debtor pays or grants security for debts which are not yet
            due;

         o  an agreement is made between legal entities or an obligation
            arises from one legal entity towards another if a director of
            one of those legal entities is also a director of the other; or

         o  an agreement is made or an obligation arises with a group
            company.

        INSOLVENCY LAWS OF ENGLAND COULD NEGATIVELY AFFECT YOUR RIGHT TO
        ENFORCE CERTAIN SUBSIDIARY GUARANTEES

        Jones Lang LaSalle Limited, a subsidiary guarantor, is organized
under the laws of England and Wales. Under English law, if Jones Lang
LaSalle Limited (or any future guarantor organized under the laws of
England and Wales) is placed into liquidation under the U.K. Insolvency Act
1986, its liabilities in respect of its guarantee are unsecured debts that,
on a liquidation, will be payable after certain categories of debts which
are entitled to priority under English law (for example, the costs of the
liquidation). If the guarantor goes into liquidation after the issuance of
its guarantee, the maximum amount that you may recover under the guarantee
would be the principal amount of the notes and any interest on the notes
accruing up to the date of liquidation. It is possible that you may recover
less than this, or nothing at all. You will not be able to recover any
interest payable on the notes in the period after the guarantor goes into
liquidation, unless there is a surplus remaining after payment of all its
other debts.

        Under English insolvency law, the liquidator or administrator of a
company has certain powers to challenge a transaction entered into by a
company that was insolvent (as defined in the U.K. Insolvency Act 1986) at
the time of, or as a result of, the transaction where the transaction takes
place up to two years prior to the administration or liquidation. A
transaction might be challenged in this way if it involved a gift by the
company or the company received payment of significantly less value than it
gave in return. A court generally will not intervene, however, if the
company entered into the transaction in good faith for the purposes of
carrying on its business and if, at the time it did so, there were
reasonable grounds for believing the transaction would benefit the company.
We cannot be sure that the giving of the guarantee by Jones Lang LaSalle
Limited would not be challenged by a liquidator or administrator or that a
court would uphold the transaction as valid.

RISKS ASSOCIATED WITH THE EXCHANGE OFFER

        TRANSFERABILITY OF OLD NOTES WILL BE LIMITED FOLLOWING THE EXCHANGE
        OFFER

        We did not register the old notes under the Securities Act or any
state securities law and do not intend to do so after the exchange offer.
As a result, old notes may be transferred only in limited circumstances
under U.S. securities laws. If you do not exchange your old notes in the
exchange offer by following the procedures described in this prospectus and
the letter of transmittal, you will lose your right to have the old notes
registered under the Securities Act, with some exceptions. If you continue
to hold old notes after the exchange offer, you may be unable to sell them.
Old notes that are not tendered or are tendered but not accepted will,
following the exchange offer, continue to be subject to existing transfer
restrictions.

        WE CANNOT ASSURE YOU THAT AN ACTIVE MARKET WILL DEVELOP FOR THE NEW
        NOTES OR THAT OTHER DEVELOPMENTS WILL NOT ADVERSELY AFFECT THE
        LIQUIDITY AND MARKET PRICE OF THE NEW NOTES

        While the old notes are presently eligible for trading in the
PORTAL market of the National Association of Securities Dealers, Inc. by
qualified institutional buyers and are listed on the Luxembourg Stock
Exchange, there is no existing market for the new notes. If an active
trading market for the new notes is not developed or maintained, the market
price and liquidity of the new notes may be adversely affected. In
addition, the liquidity and the market price of the new notes may be
adversely affected by changes in the overall market for securities similar
to the new notes, by changes in our financial performance or prospects and
by changes in conditions in our industry.


              INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

        Statements in this prospectus other than statements of historical
fact, including statements regarding future financial results and
performance, achievements, plans and objectives, are forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance, achievements, plans and objectives to be materially different
from those expressed or implied by such forward-looking statements. Factors
that could cause actual results to differ materially include those
discussed under "Risk Factors" in this prospectus; under "Business,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Quantitative and Qualitative Disclosures about Market
Risk" and elsewhere in Jones Lang LaSalle Incorporated's Annual Report on
Form 10-K for the year ended December 31, 1999; under "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and "Quantitative and Qualitative Disclosures about Market Risk" and
elsewhere in Jones Lang LaSalle's Incorporated's Quarterly Reports on Form
10-Q for the quarters ended June 30 and March 31, 2000; in Jones Lang
LaSalle Incorporated's Proxy Statement dated April 7, 2000; and in other
reports filed with the SEC. Statements in this prospectus speak only as of
the date of this prospectus. The issuer and the guarantors expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in Jones
Lang LaSalle's expectations or results or any events or circumstances
occurring after the date of this prospectus.


                                 THE ISSUER

BACKGROUND

        The old notes are, and the new notes will be, obligations of our
financing subsidiary, Jones Lang LaSalle Finance B.V., which was
incorporated on July 7, 2000 as a private company with limited liability
under the laws of the Netherlands. The issuer is an indirect wholly owned
subsidiary of Jones Lang LaSalle Incorporated and has no subsidiaries of
its own. See "Corporate Structure -Issuer and Guarantors" for a more
detailed illustration of our structure. The issuer has an authorized share
capital composed of 500,000 ordinary shares each with a par value of
[EURO]1.00, of which 100,000 have been issued.

        In connection with the listing of the new notes on the Luxembourg
Stock Exchange, the constituting documents of the issuer and a legal notice
(Notice legale) relating to the issue of the new notes will be deposited
prior to listing with the Chief Registrar of the District Court of
Luxembourg (Greffier en Chef du Tribunal d'Arrondissement de et a
Luxembourg) where such documents may be examined and copies obtained free
of charge. Copies may also be obtained from Kredietbank S.A.
Luxembourgeoise, our paying and transfer agent in Luxembourg.

BUSINESS

        The issuer was formed solely for the purpose of issuing the notes,
becoming the borrower under the multicurrency credit facility and further
financing our business operations. The multicurrency credit facility ranks
equally with the notes and is guaranteed by Jones Lang LaSalle Incorporated
and the subsidiary guarantors. The issuer may, from time to time, obtain
additional financing by, among other things, entering into loan agreements
and issuing additional securities. Debt owed by the issuer as a result of
any such additional financing may rank equally with the notes. The
registered office of the issuer is Strawinskylaan 3103, 1077 ZX Amsterdam,
the Netherlands.

CAPITALIZATION

        The following table sets forth the capitalization of the issuer as
of the date of its formation, based on the amount of indebtedness
outstanding under the multicurrency credit facility on June 30, 2000 and
after giving pro forma effect to the issuance of the old notes, the
issuer's becoming the borrower under the multicurrency credit facility and
repayment of the term portion of the multicurrency credit facility using
the net proceeds from the sale of the old notes and additional borrowings
under the revolving portion of the multicurrency credit facility (dollars
in thousands):


      Debt:
       Senior notes.............................................  $ 152,310(1)
       Multicurrency credit facility............................    181,073
       Share capital, issued and paid in full: 100,000 shares,
        [EURO]1 par value.......................................         95(2)
                                                                  ---------
            Total capitalization................................  $ 333,478
                                                                  =========
- - - ----------

(1)     Based on conversion of the gross proceeds from the issuance of the old
        notes at an exchange rate of $0.9231 per [EURO]1.00.

(2)     Based on the exchange rate on July 7, 2000, the date of the issuer's
        incorporation.

BOARD OF DIRECTORS

        The members of the issuer's board of directors are Henricus
Theodorus Maria Teeuwisse, Finance Director of Jones Lang LaSalle B.V., our
principal operating subsidiary in the Netherlands, and Brian Patrick Hake,
Senior Vice President and Treasurer of Jones Lang LaSalle Incorporated. The
issuer is managed by its board of directors, whose members we elect and may
suspend or remove from office at any time.

FINANCIAL STATEMENTS

        The issuer has not prepared financial statements since the date of
its formation, and this prospectus does not include any financial
statements of the issuer. The issuer will not publish financial statements,
except for such statements which the issuer is required by Netherlands law
to publish, because the issuer will not have any operations independent
from its parent company, and the issuer's obligations under the notes will
be fully and unconditionally guaranteed by Jones Lang LaSalle Incorporated.
So long as the notes are listed on the Luxembourg Stock Exchange and the
rules of the Luxembourg Stock Exchange so require, copies of all annual
financial statements of the issuer will be available during normal business
hours on any weekday at the offices of our paying and transfer agent for
the notes in Luxembourg.

                              USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. The
exchange offer is intended to satisfy our obligations under the
registration rights agreement.

                               CAPITALIZATION

        The following is a summary of the consolidated short-term
borrowings and total capitalization of Jones Lang LaSalle Incorporated and
its subsidiaries as of June 30, 2000 (i) on a historical basis and (ii) as
adjusted to give effect to the completion of the offering of the old notes,
the application of the net proceeds therefrom to repay indebtedness under
the term portion of the multicurrency credit facility and the repayment of
the remaining indebtedness under the term portion of the multicurrency
credit facility with the proceeds from borrowings under the revolving
portion of the multicurrency credit facility. This summary should be read
in conjunction with "Selected Financial and Other Data" and "Description of
Other Indebtedness," included elsewhere in this prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto contained in
Jones Lang LaSalle Incorporated's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999; the financial statements and notes thereto
contained in Jones Lang LaSalle Incorporated's Current Report on Form 8-K,
dated August 11, 2000; and the financial statements and notes thereto
contained in Jones Lang LaSalle Incorporated's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2000, each of which is
incorporated herein by reference.




                                                                    AS OF JUNE 30, 2000
                                                                   ACTUAL      AS ADJUSTED
                                                                   ------      -----------
                                                                        (UNAUDITED)
                                                                       (IN THOUSANDS)

                                                                         
Short-term borrowings(1)........................................    $190,612    $ 15,612
Long-term debt (excluding current portion):
        Credit facilities(2)....................................     154,483     181,073
        Senior notes(3).........................................           -     152,310
                                                                 -----------    --------
         Total debt.............................................     345,095     348,995
Minority interest in consolidated subsidiaries..................         590         590
Stockholders' equity:
        Common stock, $.01 par value per share; 100,000,000
          shares authorized; 30,859,772 shares issued and
          outstanding...........................................         309         309
        Additional paid-in capital..............................     453,209     453,209
        Unallocated ESOT shares(4)..............................          (7)         (7)
        Deferred stock compensation.............................     (40,395)    (40,395)
        Retained deficit........................................     (86,515)    (86,515)
        Accumulated other comprehensive income (loss)...........     (10,056)    (10,056)
                                                                 -----------    --------
         Total stockholders' equity.............................     316,545     316,545
                                                                 -----------    --------

                      Total capitalization......................    $662,230    $666,130
                                                                 ===========    ========


(1)     Includes $11.5 million of outstanding indebtedness of non-guarantor
        subsidiaries. Actual includes $175.0 million of outstanding
        indebtedness under the term portion of the multicurrency credit
        facility, which was to have been due on October 15, 2000 and was,
        accordingly, classified as current indebtedness.

(2)     Represents the outstanding indebtedness under the revolving portion
        of the multicurrency credit facility. See "Description of Other
        Indebtedness-Multicurrency Credit Facility."

(3)     Based on conversion of the gross proceeds from the issuance of the old
        notes at an exchange rate of $0.9231 per [EURO]1.00.

(4)     See "Acquisitions and Merger-Jones Lang Wootton Merger" under Note
        3 in the Notes to Consolidated Financial Statements included in
        Jones Lang LaSalle Incorporated's Current Report on Form 8-K, dated
        August 11, 2000, and incorporated herein by reference.


                             THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

        In connection with the issuance of the old notes, the issuer, Jones
Lang LaSalle Incorporated and the subsidiary guarantors entered into a
registration rights agreement with the placement agents for the old notes.
Under the registration rights agreement, the issuer, Jones Lang LaSalle
Incorporated and the subsidiary guarantors agreed to use their best efforts
to cause to become effective the registration statement of which this
prospectus forms a part regarding the exchange of the old notes for new
notes that are registered under the Securities Act and to have such
registration statement remain effective until the closing of the exchange
offer. The registration rights agreement provides that in the event the
issuer, Jones Lang LaSalle Incorporated and the subsidiary guarantors have
not, by the date that is six months after the issuance of the old notes,
consummated a registered exchange offer for the old notes or caused a shelf
registration statement with respect to resales of the old notes to be
declared effective, the interest rate on the old notes will increase by .5%
per annum until the exchange offer has been completed or a shelf
registration statement with respect to resales of the old notes has become
effective, whereupon the interest rate will decrease permanently to the
original interest rate on the old notes. A copy of the registration rights
agreement is filed as an exhibit to the registration statement of which
this prospectus forms a part and is incorporated by reference herein.

        None of the issuer, Jones Lang LaSalle Incorporated, the subsidiary
guarantors or their respective boards of directors or managers, as the case
may be, recommends that you tender or not tender old notes in the exchange
offer or has authorized anyone to make any recommendation. You must decide
whether to tender in the exchange offer and, if you decide to tender, the
aggregate amount of notes to tender.

TERMS OF THE EXCHANGE OFFER

        Upon the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal, the issuer will accept for
exchange old notes which are properly tendered on or before the expiration
date and are not withdrawn as permitted below. The exchange offer expires
at 5:00 p.m., London time, on [ . ], 2000, or such later date and time to
which we extend the exchange offer.

        The form and terms of the new notes will be identical in all
material respects to the form and terms of the old notes, except that the
new notes:

        o  will have been registered under the Securities Act;

        o   will not bear restrictive legends restricting their transfer
            under the Securities Act;

        o   will not be entitled to the registration rights that apply to
            the old notes; and

        o   will not contain provisions relating to an increase in the
            interest rate borne by the old notes under circumstances
            related to the timing of the exchange offer.

        Old notes tendered in the exchange offer must be in denominations
of the principal amount of [EURO]1,000 and any integral multiple of
[EURO]1,000 in excess thereof.

        The issuer, Jones Lang LaSalle Incorporated and the subsidiary
guarantors expressly reserve the right, in their reasonable discretion and
in accordance with applicable law:

        o   to extend the expiration date;

        o   to delay accepting any old notes;

        o   if any of the conditions set forth below under "--Conditions to
            the Exchange Offer" have not been satisfied, to terminate the
            exchange offer and not accept any old notes for exchange; and

        o   to amend the exchange offer in any manner.

        In the event of any extension, delay, non-acceptance, termination
or amendment, the issuer, Jones Lang LaSalle Incorporated and the
subsidiary guarantors will as promptly as practicable give oral or written
notice to the exchange agent and make a public announcement of the
extension, delay, non-acceptance, termination or amendment. In the case of
an extension of the exchange offer, an announcement, including disclosure
of the approximate number of old notes tendered to date, will be made no
later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled expiration date.

        If the issuer, Jones Lang LaSalle Incorporated and the subsidiary
guarantors amend the exchange offer in a manner that they consider
material, they will:

        o   disclose the amendment by means of a prospectus supplement; and

        o   extend the exchange offer for a period of five to ten business
            days, depending upon the significance of the amendment and the
            manner of disclosure to the registered holders, if the exchange
            offer would otherwise expire during the five to ten business
            day period.

        During an extension, all old notes previously tendered will remain
subject to the exchange offer and may be accepted for exchange by the
issuer. Any old notes not accepted for exchange for any reason will be
returned without cost to the holder that tendered them as promptly as
practicable after the expiration or termination of the exchange offer.

PROCEDURES FOR TENDERING OLD NOTES

    VALID TENDER; SIGNATURE GUARANTEES

        When the holder of old notes tenders, and the issuer accepts, old
notes for exchange, a binding agreement between the issuer, Jones Lang
LaSalle Incorporated and the subsidiary guarantors, on the one hand, and
the tendering holder, on the other hand, is created, subject to the terms
and conditions set forth in this prospectus and the accompanying letter of
transmittal. Except as set forth below, a holder of old notes who wishes to
tender old notes for exchange must, on or prior to the expiration date:

        o   transmit a properly completed and duly executed letter of
            transmittal, including all other documents required by such
            letter of transmittal, to The Bank of New York (the "exchange
            agent") at the applicable address set forth below under the
            heading "--Exchange Agent"; or

        o   if old notes are tendered pursuant to the book-entry procedures
            set forth below, the tendering holder must cause an agent's
            message to be transmitted to the exchange agent at the address
            set forth below under the heading "--Exchange Agent."

        In addition, on or prior to the expiration date, either:

        o   the exchange agent must receive the certificates for the old
            notes and the letter of transmittal;

        o   the exchange agent must receive a timely confirmation of the
            book-entry transfer of the old notes being tendered into the
            exchange agent's account at The Depository Trust Company
            ("DTC") or a timely confirmation of the tender of such old
            notes in accordance with the procedures of Morgan Guaranty
            Trust Company of New York, Brussels office, as operator of the
            Euroclear System ("Euroclear") or Clearstream Banking, societe
            anonyme ("Clearstream"), along with the letter of transmittal
            or an agent's message; or

        o   only in the case of certificated old notes or old notes
            represented by the global note held by the trustee as custodian
            for DTC, the holder must comply with the guaranteed delivery
            procedures described below.

        The term "agent's message" means a message, transmitted to the
appropriate exchange agent by DTC, Euroclear or Clearstream and forming a
part of a book-entry transfer (a "book-entry confirmation"), which states
that DTC, Euroclear or Clearstream, as the case may be, has received an
express acknowledgment that the tendering holder agrees to be bound by the
letter of transmittal and that the issuer, Jones Lang LaSalle Incorporated
and the subsidiary guarantors may enforce the letter of transmittal against
such holder.

        If you beneficially own old notes, those notes are registered in
the name of a broker, dealer, commercial bank, trust company or other
nominee and you wish to tender your old notes in the exchange offer, you
should contact the registered holder as soon as possible and instruct it to
tender on your behalf and comply with the instructions set forth in this
prospectus and the letter of transmittal.

        The method of delivery of the old notes, the letter of transmittal
and all other required documents is at the election and risk of the
holders. If such delivery is by mail, we recommend registered mail with
return receipt requested, properly insured, or overnight delivery service.
In all cases, you should allow sufficient time to assure timely delivery.
No letters of transmittal or old notes should be sent directly to the
issuer, Jones Lang LaSalle Incorporated or any subsidiary guarantor.

        Signatures on a letter of transmittal or a notice of withdrawal, as
the case may be, must be guaranteed unless the old notes surrendered for
exchange are tendered:

        o   by a registered holder of old notes who has not completed the
            box entitled "Special Issuance Instructions" or "Special
            Delivery Instructions" on the letter of transmittal; or

        o   for the account of an eligible institution.

        An "eligible institution" is a firm which is a member of a
registered national securities exchange under the Securities Exchange Act
of 1934, as amended, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States. If signatures on a letter of
transmittal or notice of withdrawal are required to be guaranteed, the
guarantor must be an eligible institution.

        If old notes are registered in the name of a person other than the
signer of the letter of transmittal, the old notes surrendered for exchange
must be endorsed or accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the issuer,
Jones Lang LaSalle Incorporated and the subsidiary guarantors in their sole
discretion, duly executed by the registered holder with the holder's
signature guaranteed by an eligible institution.

        The issuer, Jones Lang LaSalle Incorporated and the subsidiary
guarantors will determine all questions as to the validity, form,
eligibility (including time of receipt) and acceptance of old notes
tendered for exchange in their sole discretion. Their determination will be
final and binding. The issuer, Jones Lang LaSalle Incorporated and the
subsidiary guarantors reserve the absolute right to:

        o   reject any and all tenders of any old note improperly tendered;

        o   refuse to accept any old note if, in their judgment or the
            judgment of their counsel, acceptance of the old note may be
            deemed unlawful; and

        o   waive any defects or irregularities or conditions of the
            exchange offer as to any particular old note either before or
            after the expiration date, including the right to waive the
            ineligibility of any holder who seeks to tender old notes in
            the exchange offer, whether or not similar defects,
            irregularities or conditions are waived in the case of other
            holders.

        The issuer's, Jones Lang LaSalle Incorporated's and the subsidiary
guarantors' interpretation of the terms and conditions of the exchange
offer as to any particular old notes either before or after the expiration
date, including the letter of transmittal and the instructions to it, will
be final and binding on all parties. Holders must cure any defects and
irregularities in connection with tenders of old notes for exchange within
such reasonable period of time as the issuer, Jones Lang LaSalle
Incorporated and the subsidiary guarantors will determine, unless the
issuer, Jones Lang LaSalle Incorporated and the subsidiary guarantors waive
such defects or irregularities. Neither the issuer, Jones Lang LaSalle
Incorporated, the subsidiary guarantors, the exchange agent nor any other
person will be under any duty to give notification of any defect or
irregularity with respect to any tender of old notes for exchange, nor will
the issuer, Jones Lang LaSalle Incorporated or any of the subsidiary
guarantors incur any liability for failure to give such notification.

        If trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity sign any letter of transmittal, any old notes or
any written instruments of transfer or exchange, such persons should so
indicate when signing and must submit proper evidence satisfactory to the
issuer, Jones Lang LaSalle Incorporated and the subsidiary guarantors of
such person's authority to so act unless the issuer, Jones Lang LaSalle
Incorporated and the subsidiary guarantors waive this requirement.

        By tendering, each holder will represent to the issuer, Jones Lang
LaSalle Incorporated and the subsidiary guarantors that, among other
things, the person acquiring new notes in the exchange offer is obtaining
them in the ordinary course of its business, whether or not such person is
the holder, and that neither the holder nor such other person has any
arrangement or understanding with any person to participate in the
distribution of the new notes. If any holder or any such other person is an
"affiliate" of the issuer, Jones Lang LaSalle Incorporated or any
subsidiary guarantor (as defined under Rule 405 of the Securities Act) or
is engaged in, intends to engage in or has an arrangement or understanding
with any person to participate in a distribution of such new notes, such
holder or any such other person:

        o   may not rely on the applicable interpretations of the staff of
            the SEC; and

        o   must comply with the registration and prospectus delivery
            requirements of the Securities Act in connection with any
            resale transaction.

        Each broker-dealer who acquired its old notes as a result of
market-making activities or other trading activities and thereafter
receives new notes issued for its own account in the exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale
of such new notes. The letter of transmittal states that by so
acknowledging and delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. See "Plan of Distribution and Selling Restrictions" for a
discussion of the exchange and resale obligations of broker-dealers in
connection with the exchange offer.

        BOOK-ENTRY TRANSFERS

        Tenders by book-entry transfer of old notes cleared through
Euroclear or Clearstream must be initiated by sending an electronic
instruction to the applicable book-entry transfer facility in accordance
with the procedures of that book-entry transfer facility. Any financial
institution that is a participant in Euroclear and/or Clearstream's systems
may make book-entry delivery of old notes by causing Euroclear and/or
Clearstream to tender the old notes to the exchange agent in accordance
with the procedures for transfer established by Euroclear and/or
Clearstream, as applicable. Upon receipt of electronic instructions,
Euroclear and/or Clearstream will block the position of old notes that the
holder of the old notes has requested to exchange and, upon completion of
the exchange offer and confirmation of receipt of the new notes from the
common depositary, Euroclear and/or Clearstream will simultaneously
transfer the old notes out of the participants' accounts and replace them
with an equivalent amount of new notes.

        For tenders by book-entry transfer of old notes cleared through
DTC, the exchange agent will make a request to establish an account at DTC
for purposes of the exchange offer. Any financial institution that is a DTC
participant may make book-entry delivery of old notes by causing DTC to
transfer such old notes into the exchange agent's account at DTC in
accordance with DTC's procedures for transfer. The exchange agent and DTC
have confirmed that any financial institution that is a participant in DTC
may use the Automated Tender Offer Program ("ATOP") procedures to tender
old notes. Accordingly, any participant in DTC may make book-entry delivery
of old notes represented by the global note held by the trustee as
custodian for DTC by causing DTC to transfer such old notes into the
exchange agent's account in accordance with its ATOP procedures for
transfer.

        Notwithstanding the ability of holders of old notes to effect
delivery of old notes through book-entry transfer at the applicable
book-entry transfer facility, the letter of transmittal or facsimile
thereof (or an agent's message in lieu of the letter of transmittal) with
any required signature guarantees and any other required documents must, in
any case, be transmitted to and received by the exchange agent at one of
the addresses given below under "-Exchange Agent" prior to the expiration
date or, in the case of a delivery of old notes through DTC, the guaranteed
delivery procedures described below must be complied with.

        GUARANTEED DELIVERY PROCEDURES

        If a holder of old notes desires to tender such old notes and the
holder's old notes are not immediately available, or time will not permit
such holder's old notes or other required documents to reach the exchange
agent before the expiration date, or the procedure for book-entry transfer
cannot be completed on a timely basis, a tender may be effected if:

        o   the old notes are in certificated form or are represented by
            the global note held by the trustee as custodian for DTC;

        o   the holder tenders the old notes through an eligible
            institution;

        o   prior to the expiration date, the exchange agent receives from
            such eligible institution a properly completed and duly
            executed notice of guaranteed delivery, substantially in the
            form provided with the form of letter of transmittal, by
            telegram, telex, facsimile transmission, mail or hand delivery,
            setting forth the name and address of the holder of the old
            notes being tendered and the amount of the old notes being
            tendered. The notice of guaranteed delivery will state that the
            tender is being made and guarantee that within three (3) New
            York Stock Exchange trading days after the date of execution of
            the notice of guaranteed delivery, the certificates for all
            physically tendered old notes, in proper form for transfer, or
            a book-entry confirmation, as the case may be, together with a
            properly completed and duly executed letter of transmittal or
            agent's message with any required signature guarantees and any
            other documents required by the letter of transmittal, will be
            deposited by the eligible institution with the exchange agent;
            and

        o   the exchange agent receives the certificates for all physically
            tendered old notes in proper form for transfer, or a book-entry
            confirmation, as the case may be, together with a properly
            completed and duly executed letter of transmittal or agent's
            message with any required signature guarantees and any other
            documents required by the letter of transmittal, within three
            (3) New York Stock Exchange trading days after the date of
            execution of the notice of guaranteed delivery.

ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES

        Upon satisfaction or waiver of all of the conditions to the
exchange offer, the issuer will accept, promptly after the expiration date,
all old notes properly tendered and will issue new notes registered under
the Securities Act. For purposes of the exchange offer, the issuer will be
deemed to have accepted properly tendered old notes for exchange when, as
and if it has given oral or written notice to the exchange agent, with
written confirmation of any oral notice to be given promptly thereafter.
See "--Conditions to the Exchange Offer" for a discussion of the conditions
that must be satisfied before old notes are accepted for exchange.

        For each old note accepted for exchange, the holder will receive a
new note registered under the Securities Act having a principal amount
equal to, and in the denomination of, that of the surrendered old note.
Accordingly, registered holders of new notes issued in the exchange offer
on the relevant record date for the first interest payment date following
the consummation of the exchange offer will receive interest accruing from
the most recent date to which interest has been paid on the old notes or,
if no interest has been paid on the old notes, from July 26, 2000. Old
notes accepted for exchange will cease to accrue interest from and after
the date of consummation of the exchange offer.

        In all cases, the issuer will issue new notes in the exchange offer
for old notes that are accepted for exchange only after the exchange agent
timely receives:

        o   certificates for such old notes, a timely book-entry
            confirmation of the transfer of such old notes into the
            exchange agent's account at DTC or a timely book-entry
            confirmation of the tender of such old notes in accordance with
            the procedures of Euroclear or Clearstream;

        o   a properly completed and duly executed letter of transmittal or
            an agent's message; and

        o   all other required documents.

        If for any reason set forth in the terms and conditions of the
exchange offer the issuer, Jones Lang LaSalle Incorporated and the
subsidiary guarantors do not accept any tendered old notes, or if a holder
submits old notes for a greater principal amount than the holder desires to
exchange, the issuer will return such unaccepted or non-exchanged
old notes without cost to the tendering holder as promptly as practicable
after the expiration or termination of the exchange offer. In the case of
old notes tendered by book-entry transfer through the applicable book-entry
transfer facility, the old notes withdrawn will be credited to an account
maintained with that facility for the old notes.

WITHDRAWAL RIGHTS

        You may withdraw tenders of your old notes at any time prior to
5:00 p.m., London time, on the expiration date.

        For a withdrawal to be effective, you must send a written notice of
withdrawal to the exchange agent at one of the addresses set forth below
under "--Exchange Agent." Any such notice of withdrawal must:

        o   specify the name of the person having tendered the old notes to
            be withdrawn;

        o   identify the old notes to be withdrawn, including the principal
            amount of such old notes; and

        o   where certificates for old notes are transmitted, specify the
            name in which old notes are registered, if different from that
            of the withdrawing holder.

        If certificates for old notes have been delivered or otherwise
identified to the exchange agent, then, prior to the release of such
certificates the withdrawing holder must also submit the serial numbers of
the particular certificates to be withdrawn and signed notice of withdrawal
with signatures guaranteed by an eligible institution unless such holder is
an eligible institution. If old notes have been tendered pursuant to the
procedure for book-entry transfer described above, any notice of withdrawal
must specify the name and number of the account at DTC, Euroclear or
Clearstream to be credited with the withdrawn old notes and otherwise
comply with the procedures of such book-entry transfer facility.

        The issuer, Jones Lang LaSalle Incorporated and the subsidiary
guarantors will determine all questions as to the validity, form and
eligibility (including time of receipt) of such notices and their
determination will be final and binding on all parties. Any tendered old
notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer.

        In the case of old notes tendered by book-entry transfer through
the applicable book-entry transfer facility, the old notes withdrawn will
be credited to an account maintained with that facility. The old notes will
be returned or credited to the book-entry transfer facility account as soon
as practicable after withdrawal, rejection of tender or termination of the
exchange offer. Any old notes which have been tendered for exchange but
which are not exchanged for any reason will be returned to the holder
thereof without cost to such holder.

        Properly withdrawn old notes may be re-tendered by following one of
the procedures described under "--Procedures for Tendering Old Notes" above
at any time on or prior to 5:00 p.m., London time, on the expiration date.

CONDITIONS TO THE EXCHANGE OFFER

        Notwithstanding any other provision of the exchange offer, the
issuer is not required to accept for exchange, or to issue new notes in
exchange for, any old notes and may terminate or amend the exchange offer
if at any time prior to 5:00 p.m., London time, on the expiration date, the
issuer, Jones Lang LaSalle Incorporated and the subsidiary guarantors
determine that the exchange offer violates applicable law or any applicable
interpretation of the staff of the SEC.

        The foregoing conditions are for the sole benefit of the issuer,
Jones Lang LaSalle Incorporated and the subsidiary guarantors, and they may
assert them regardless of the circumstances giving rise to any such
condition, or they may waive the conditions, completely or partially,
whenever or as many times as they choose, in their reasonable discretion.
The foregoing rights are not deemed waived because the issuer, Jones Lang
LaSalle Incorporated and the subsidiary guarantors fail to exercise them,
but continue in effect, and they may still assert them whenever or as many
times as they choose. If the issuer, Jones Lang LaSalle Incorporated and
the subsidiary guarantors determine that a waiver of conditions materially
changes the exchange offer, the prospectus will be amended or supplemented,
and the exchange offer extended, if appropriate, as described under "-Terms
of the Exchange Offer."

        In addition, the issuer will not accept for exchange any old notes
tendered, and no new notes will be issued in exchange for any such old
notes, if at such time any stop order shall be threatened or in effect with
respect to the registration statement of which this prospectus constitutes
a part or with respect to the qualification of the indenture under the
Trust Indenture Act of 1939, as amended.

        If the issuer, Jones Lang LaSalle Incorporated and the subsidiary
guarantors terminate or suspend the exchange offer based on a determination
that the exchange offer violates applicable law or SEC staff
interpretations, the registration rights agreement requires that the
issuer, Jones Lang LaSalle Incorporated and the subsidiary guarantors, as
soon as practicable after such determination, use their best efforts to
cause a shelf registration statement covering the resale of the old notes
to be filed and declared effective by the SEC. The issuer, Jones Lang
LaSalle Incorporated and the subsidiary guarantors would be required, at
their cost, to use their best efforts to keep the shelf registration
statement continuously effective, and to amend and supplement the shelf
registration prospectus if required by applicable rules or reasonably
requested by a holder of old notes, until either the expiration of the
period referred to in Rule 144(k) under the Securities Act with respect to
the old notes or, if sooner, until all of the old notes have been resold
under the shelf registration statement or otherwise under then-current
rules and regulations.

EXCHANGE AGENT

        We have appointed The Bank of New York as the exchange agent for
the exchange offer. Questions, requests for assistance and requests for
additional copies of this prospectus, letters of transmittal and notices of
guaranteed delivery should be directed to the exchange agent addressed as
follows:

        o   in relation to old notes represented by the global note
            deposited with the trustee as custodian for DTC:


                                                           
     By Registered Mail or            By Hand Delivery:             For Information Call:
      Overnight Carrier:             The Bank of New York              (212) 815-6331
          The Bank of                 101 Barclay Street
            New York              Corporate Trust Services Window  Facsimile Transmission Number:
    Reorganization Section               Ground Level                  (212) 815-6339
101 Barclay Street, Floor 7 East   New York, New York 10286
   New York, New York 10286            Attention: [ . ]             Confirm by Telephone:
       Attention: [ . ]             Reorganization Section             (212) 815-6331



        o   in relation to old notes represented by the global notes
            deposited with the common depositary for Euroclear and
            Clearstream:


By Registered Mail, Hand Delivery   For Information Call:
     or Overnight Carrier:          011 44 207 964-7284 or
     The Bank of New York            011 44 207 964-7235
      Lower Ground Floor
       30 Cannon Street         Facsimile Transmission Number:
            London                  011 44 207 964-6369 or
           EC4M 6XH                  011 44 207 964-7294
 Attention: Linda Read or Emma
            Wilkes                  Confirm by Telephone:
                                     011 44 207 964-7284
                                     011 44 207 964-7235

        o  in relation to certificated notes, to the exchange agent at
           either one of the two locations for which information is
           provided above.

        If you deliver letters of transmittal or any other required
documents to an address or facsimile number other than those listed above,
your tender will be invalid.

        In addition, we have appointed Kredietbank S.A. Luxembourgeoise as
Luxembourg exchange agent. The Luxembourg exchange agent may be contacted
as follows:

                      Kredietbank S.A. Luxembourgeoise
                        Corporate Trust and Agencies
                            43, Boulevard Royal
                             L-2955 Luxembourg
                         Attention: Sandra Cortese
                           Tel No: +352 4797 3931

FEES AND EXPENSES

        We will pay the exchange agent reasonable and customary fees for
its services and reasonable out-of-pocket expenses. We will also reimburse
brokerage houses and other custodians, nominees and fiduciaries for
customary mailing and handling expenses incurred by them in forwarding this
prospectus and related documents to their clients and for handling or
tendering for their clients.

        We have not retained any dealer-manager in connection with the
exchange offer and will not pay any fee or commission to any broker,
dealer, nominee or other person (other than the exchange agent) for
soliciting tenders of old notes pursuant to the exchange offer.

TRANSFER TAXES

        Holders who tender their old notes for exchange will not be
obligated to pay any transfer taxes in connection with the exchange. If,
however, new notes issued in the exchange offer are to be delivered to, or
are to be issued in the name of, any person other than the holder of the
old notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of old notes in connection with the exchange offer, then
the holder must pay any such transfer taxes, whether imposed on the
registered holder or on any other person. If satisfactory evidence of
payment of, or exemption from, such taxes is not submitted with the letter
of transmittal, the amount of such transfer taxes will be billed directly
to the tendering holder.

ACCOUNTING TREATMENT

        The new notes will be recorded at the same carrying value as the
old notes. Accordingly, we will not recognize any gain or loss on the
exchange for accounting purposes. We intend to amortize the expenses of the
exchange offer and issuance of the old notes over the term of the notes.

CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES

        Holders who desire to tender their old notes in exchange for new
notes registered under the Securities Act should allow sufficient time to
ensure timely delivery. Neither the exchange agent, the issuer, Jones Lang
LaSalle Incorporated nor any subsidiary guarantor is under any duty to give
notification of defects or irregularities with respect to the tenders of
old notes for exchange.

        You do not have any appraisal or dissenters' rights in the exchange
offer. Old notes that are not tendered or are tendered but not accepted
will, following the consummation of the exchange offer, continue to be
subject to the provisions in the indenture regarding the transfer and
exchange of the old notes and the existing restrictions on transfer set
forth in the legend on the old notes. Except in limited circumstances with
respect to specific types of holders of old notes, the issuer, Jones Lang
LaSalle Incorporated and the subsidiary guarantors will have no further
obligation to provide for the registration under the Securities Act of the
old notes. In general, old notes, unless registered under the Securities
Act, may not be offered or sold except pursuant to an exemption from, or in
a transaction not subject to, the Securities Act and applicable state
securities laws. We do not currently anticipate that the issuer, Jones Lang
LaSalle Incorporated or the subsidiary guarantors will take any action to
register the old notes under the Securities Act or under any state
securities laws.

        Upon completion of the exchange offer, holders of the old notes
will not be entitled to any further registration rights under the
registration rights agreement, except under limited circumstances.

        Holders of the new notes and any old notes which remain outstanding
after consummation of the exchange offer will vote together as a single
class for purposes of determining whether holders of the requisite
percentage of the class have taken certain actions or exercised certain
rights under the indenture.

RESALE OF NEW NOTES

        We are exchanging the old notes for new notes in reliance upon the
staff of the SEC's position, set forth in interpretive letters to third
parties in other similar transactions. We will not seek our own
interpretive letter. As a result, we cannot assure you that the staff will
take the same position on this exchange offer as it did in interpretive
letters to other parties. Based on the staff's letters to other parties, we
believe that holders of new notes, other than broker-dealers, can offer the
new notes for resale, resell and otherwise transfer the new notes without
delivering a prospectus to prospective purchasers. However, you must
acquire the new notes in the ordinary course of business and have no
intention of engaging in a distribution of the new notes, as a
"distribution" is defined by the Securities Act. This SEC position does not
apply to any holder that is

        o   an "affiliate" of this issuer, Jones Lang LaSalle Incorporated
            or any subsidiary guarantor;

        o   a broker-dealer who acquired notes directly from the issuer; or

        o   a broker-dealer who acquired notes as a result of market-making
            or other trading activities.

        If you are an "affiliate" of the issuer, Jones Lang LaSalle
Incorporated or any subsidiary guarantor or you intend to distribute new
notes, you:

        o   cannot rely on the staff's interpretations in the above
            mentioned interpretive letters;

        o   cannot tender old notes in the exchange offer; and

        o   must comply with the registration and prospectus delivery
            requirements of the Securities Act to transfer the old notes,
            unless the sale is exempt.

        In addition, if you are a broker-dealer who acquired old notes for
your own account as a result of market-making or other trading activities
and you exchange the old notes for new notes, you must deliver a prospectus
with any resale of the new notes.

        If you want to exchange your old notes for new notes, you will be
required to affirm that you:

        o   are not an "affiliate" of the issuer, Jones Lang LaSalle
            Incorporated or any subsidiary guarantor (within the meaning of
            Rule 405 under the Securities Act);

        o   are acquiring the new notes in the ordinary course of your
            business;

        o   have no arrangement or understanding with any person to
            participate in a distribution of the new notes, within the
            meaning of the Securities Act;

        o   are not a broker-dealer; and

        o   are not engaged in, and do not intend to engage in, a
            distribution of the new notes, within the meaning of the
            Securities Act.

        In addition, we may require you to provide information regarding
the number of "beneficial owners" of the old notes within the meaning of
Rule 13d-3 under the Exchange Act. Each broker-dealer that receives new
notes for its own account must acknowledge that it acquired the old notes
for its own account as the result of market-making activities or other
trading activities. Each broker-dealer must further agree that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of new notes. By making this acknowledgment and
by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" under the Securities Act. Based on the staff's
position in interpretive letters issued to third parties, we believe that
broker-dealers who acquired old notes for their own accounts as a result of
market-making activities or other trading activities may fulfill their
prospectus delivery requirements with respect to the new notes with a
prospectus meeting the requirements of the Securities Act. Accordingly, a
broker-dealer may use this prospectus to satisfy such requirements. We have
agreed that a broker-dealer may use this prospectus for a period ending 180
days, subject to extension under limited circumstances, after the
expiration date of the exchange offer. You should read the section entitled
"Plan of Distribution and Selling Restrictions" for further information
about the use of this prospectus by broker-dealers. A broker-dealer
intending to use this prospectus in the resale of new notes must notify us,
on or prior to the expiration date, that it is a participating
broker-dealer. This notice may be given in the letter of transmittal or may
be delivered to the exchange agent. Any participating broker-dealer who is
an "affiliate" of the issuer, Jones Lang LaSalle Incorporated or any
subsidiary guarantor may not rely on the staff's interpretive letters and
must comply with the registration and prospectus delivery requirements of
the Securities Act when reselling new notes.

        Each participating broker-dealer exchanging old notes for exchange
notes agrees that, upon receipt of notice from the issuer, Jones Lang
LaSalle Incorporated or a subsidiary guarantor of the happening of any
event which makes the registration statement of which this prospectus forms
a part contain an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements, in light of the
circumstances under which they were made, not misleading, the participating
broker-dealer will suspend use of this prospectus. Each participating
broker-dealer agrees not to use this prospectus until the issuer, Jones
Lang LaSalle Incorporated and the subsidiary guarantors have amended or
supplemented this prospectus to correct the misstatement or omission and
the amendment has been declared effective by the SEC, if required.

        If the issuer, Jones Lang LaSalle Incorporated or a subsidiary
guarantor gives notice suspending the sale of new notes, it shall extend
the 180-day period during which this prospectus may be used by a
participating broker-dealer by the number of days between the date the
issuer, Jones Lang LaSalle Incorporated or a subsidiary guarantor gives
notice of suspension and the date participating broker-dealers receive
copies of the amended or supplemented prospectus or the date the issuer,
Jones Lang LaSalle Incorporated or a subsidiary guarantor gives notice
resuming the sale of new notes.


                     SELECTED FINANCIAL AND OTHER DATA

        The financial data set forth below should be read in conjunction
with, and are qualified by reference to, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the
financial statements and notes thereto contained in Jones Lang LaSalle
Incorporated's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999; the financial statements and notes thereto contained in
Jones Lang LaSalle Incorporated's Current Report on Form 8-K, dated August
11, 2000; and the financial statements and notes thereto contained in Jones
Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000, each of which is incorporated herein by
reference. See "Information Incorporated by Reference" and "Where You Can
Find More Information."








                                                   Six Months Ended June 30,         Year Ended December 31,
                                              ------------------------------------- ------------------------
                                                 2000          2000        1999        1999        1998
                                               Adjusted       Actual      Actual     Adjusted    Adjusted
                                                                                    Pro Forma   Pro Forma
                                              -----------   ----------- ----------- ----------- -----------
                                                            (in thousands, except share data)
                                              --------------------------------------------------------------

Statement of Operations Data:
                                                                                   
Total revenue(1).............................   $412,663      $412,663    $280,565    $813,899    $848,325
   Total operating expenses before merger        399,231       399,231     295,730     741,458     760,942
related non-recurring charges(1).............
Merger related non-recurring charges(2)(3)...     37,191        37,191      89,630     160,528     163,504
                                              -----------   ----------- ----------- ----------- -----------


Operating income (loss)......................   (23,759)      (23,759)   (104,795)    (88,087)    (76,121)
Interest expense.............................     13,339        13,339       7,345      18,118      14,736
                                              -----------   ----------- ----------- ----------- -----------


   Earnings (loss) before provision             (37,098)      (37,098)   (112,140)   (106,205)    (90,857)
(benefit) for income taxes...................
Net provision (benefit) for income taxes.....      (633)         (633)    (19,021)       2,048      16,850


Net earnings (loss)..........................  $(36,465)     $(36,465)   $(93,119)  $(108,253)  $(108,365)
                                              ===========   =========== =========== =========== ===========



Adjustments(2)(3)(4):
Merger related nonrecurring charges..........    $37,191                              $160,528    $163,504
   Tax benefit associated with merger              (668)                              (20,004)    (10,877)
related non-recurring charges................
                                              -----------                           ----------- -----------


Adjusted net earnings (loss)(5)..............        $58                               $32,271     $44,262
                                              ===========                           =========== ===========



Basic earnings (loss) per common share.......                  $(1.49)     $(4.52)
                                                            =========== ===========



Basic weighted average shares outstanding.... 30,627,474    24,472,122  20,620,715  30,144,521  30,469,594
                                              ===========   =========== =========== =========== ===========
Diluted earnings (loss) per common share.....                  $(1.49)     $(4.52)
                                                            =========== ===========



Diluted weighted average shares outstanding.. 30,627,474    24,472,122  20,620,715  30,298,332  30,644,227
                                              ===========   =========== =========== =========== ===========



Other Data:
Adjusted EBITDA(7)...........................    $34,923       $34,923      $1,896    $112,164    $123,800
Ratio of earnings to fixed charges(8)........      1.00x             -                   1.39x       2.75x
Cash flows provided by (used in):
Operating activities.........................   (29,836)       (29,836)    (54,082)     29,114      83,658
Investing activities.........................    (6,523)        (6,523)    (49,200)   (108,463)   (318,467)
Financing activities.........................     26,218        26,218     125,005     110,051     209,011
Investments under management(9)..............$22,300,000   $22,300,000 $20,700,000 $21,500,000 $20,300,000
Square feet under management - corporate
   property services(10).....................    225,000       225,000     230,000     250,000     220,000
Total square feet under management(11).......    700,000       700,000     700,000     700,000     650,000


CHART CONTINUED


                                                                    Year Ended December 31,
                                              -----------------------------------------------------------
                                                 1999        1998        1997        1996        1995
                                                Actual      Actual      Actual      Actual      Actual

                                              ----------- ----------- ----------- ----------- -----------
                                                          (in thousands, except share data)
                                              -----------------------------------------------------------

Statement of Operations Data:
Total revenue(1).............................   $755,439    $304,464    $224,773    $159,453    $138,618
   Total operating expenses before merger        675,341     256,601     189,659     132,552     118,502
related non-recurring charges(1).............
Merger related non-recurring charges(2)(3)...    151,401      10,021           -           -           -
                                              ----------- ----------- ----------- ----------- -----------


Operating income (loss)......................   (71,303)      37,842      35,114      26,901      20,116
Interest expense.............................     18,211       4,153       3,995       5,730       3,806
                                              ----------- ----------- ----------- ----------- -----------


   Earnings (loss) before provision             (89,514)      33,689      31,119      21,171      16,310
(benefit) for income taxes...................
Net provision (benefit) for income taxes.....      5,328      13,224       5,279       1,207         505


Net earnings (loss)..........................  $(94,842)     $20,465     $25,840     $19,964     $15,805
                                              =========== =========== =========== =========== ===========



Adjustments(2)(3)(4):
Merger related nonrecurring charges..........
   Tax benefit associated with merger
related non-recurring charges................



Adjusted net earnings (loss)(5)..............




Basic earnings (loss) per common share.......    $(4.20)       $1.26    $1.50(6)
                                              =========== =========== ===========



Basic weighted average shares outstanding.... 22,607,350  16,215,478  16,200,000
                                              =========== =========== ===========
Diluted earnings (loss) per common share.....    $(4.20)       $1.25    $1.49(6)
                                              =========== =========== ===========



Diluted weighted average shares outstanding.. 22,607,350  16,387,721  16,329,613
                                              =========== =========== ===========



Other Data:
Adjusted EBITDA(7)...........................   $116,774     $61,318     $44,207     $32,317     $24,356
Ratio of earnings to fixed charges(8)........          -       5.54x       5.88x       3.73x       3.88x
Cash flows provided by (used in):
Operating activities.........................   (32,766)      19,238      40,577      13,964      13,553
Investing activities.........................   (67,143)   (235,365)    (14,126)    (32,478)     (5,706)
Financing activities.........................    106,717     202,377     (3,128)      17,189    (12,365)
Investments under management(9)..............$21,500,000 $14,200,000 $14,700,000 $15,200,000 $11,500,000
Square feet under management - corporate
   property services(10).....................    250,000     188,000      98,900      66,700      66,700
Total square feet under management(11).......    700,000     400,500     202,700     131,600     125,700


- - - -----------------------------
(footnotes on following page)






                                            June 30,                     December 31,
                                            --------    -------------------------------------------------
                                              2000      1999     1998       1997      1996       1995
                                              ----      ----     ----       ----      ----       ----
                                                                  (in thousands)
                                                                            
Balance Sheet Data:
Cash and cash equivalents................     $13,167  $23,308   $16,941   $30,660     $7,207    $8,322
Total assets.............................     875,621  924,800   490,921   219,887    156,614   115,001
Long-term debt...........................     154,483  159,743   202,923         -     55,551    40,805
Total liabilities........................     558,486  600,275   321,349    72,990    132,367   100,004
Minority interest in consolidated                 590      589         -         -          -         -
subsidiaries.............................
Total partners' capital/stockholders'         316,545  323,936   169,572   146,897     24,247    14,997
equity...................................


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

(1)  Historical revenue and operating expenses have been reclassified to
     reflect personnel cost reimbursements received on property management
     or specific client assignments on a net rather than gross basis. There
     was no effect on operating income or net earnings as historically
     reported.

(2)  Adjusted Pro Forma results for 1999 give effect to the operations of
     JLW for the two months ended February 28, 1999, the period prior to
     the JLW merger, amortization of the goodwill resulting from the JLW
     merger as if it occurred on January 1, 1999 and a benefit for taxes as
     if the JLW merger occurred on January 1, 1999 at an estimated
     effective tax rate of 40%. Excludes compensation expense associated
     with the issuance of shares of Jones Lang LaSalle Incorporated's
     common stock to former employees of JLW in connection with the JLW
     merger and non-recurring transition and integration costs associated
     with the JLW merger and the acquisition of Compass.

(3)  Adjusted Pro Forma results for 1998 give effect to the operations of
     Compass and JLW for the twelve months ended December 31, 1998 as if
     the Compass acquisition and the JLW merger occurred on January 1,
     1998, amortization of intangible assets and goodwill resulting from
     the transactions, incremental interest expense resulting from
     borrowings used to fund the Compass acquisition and a benefit for
     taxes as if the JLW merger and acquisition of Compass occurred on
     January 1, 1998 at an estimated effective tax rate of 38%. Excludes
     compensation expense associated with the issuance of shares of Jones
     Lang LaSalle Incorporated's common stock to former employees of JLW in
     connection with the JLW merger and non-recurring transition and
     integration costs associated with the JLW merger and the acquisition
     of Compass.

(4)  Excludes compensation expense associated with the issuance of shares
     to former employees of JLW in connection with the JLW merger.

(5)  Adjusted net earnings (loss) is not determined in accordance with GAAP
     and may not be comparable to other companies' reported net earnings
     (loss).

(6)  Basic and diluted earnings per common share for 1997 are calculated
     based on net earnings for the period from conversion to corporate
     form, July 22, 1997, through December 31, 1997.

(7)  Adjusted EBITDA represents earnings (loss) before interest expense,
     income taxes, depreciation and amortization, non-recurring transition
     and integration costs associated with the JLW merger and the
     acquisition of Compass and compensation expense associated with the
     issuance of shares of Jones Lang LaSalle Incorporated's common stock
     to former employees of JLW in connection with the JLW merger. We
     believe that Adjusted EBITDA is useful to investors as a measure of
     operating performance, cash generation and ability to service debt.
     However, Adjusted EBITDA should not be considered as an alternative
     either to: (i) net earnings determined in accordance with GAAP, (ii)
     operating cash flow determined in accordance with GAAP, or (iii)
     liquidity and may not be comparable to EBITDA of other companies.

(8)  For purposes of computing the ratio of earnings to fixed charges,
     earnings represents net earnings (loss) (or, for the six months ended
     June 30, 2000 (adjusted) and the years ended December 31, 1999
     (adjusted pro forma) and 1998 (adjusted pro forma), adjusted net
     earnings (loss)) before income taxes plus fixed charges, less
     capitalized interest. Fixed charges consist of interest expense,
     including amortization of debt discount and financing costs,
     capitalized interest and one-third of rental expense which we believe
     is representative of the interest component of rental expense.
     Earnings were insufficient to cover fixed charges by $37.1 million for
     the six months ended June 30, 2000 (actual) and $89.5 million for the
     year ended December 31, 1999 (actual).

(9)  Investments under management represent the aggregate fair market value
     or cost basis of assets managed by our Investment Management segment
     as of the end of the periods reflected.

(10) Represents the square footage of properties for which we provided
     corporate property services as of the end of the periods reflected.

(11) Represents the total square footage of properties for which we
     provided property management and leasing or corporate property
     services as of the end of the periods reflected.




                                  BUSINESS

OVERVIEW

        We are a leading global real estate services and investment
management firm. We provide a wide variety of commercial real estate
transactional, advisory and investment management services on a local,
national and international basis across approximately 100 markets on five
continents.

        We manage approximately 700 million square feet of property,
provide investment management services for approximately $22 billion of assets
and have approximately 7,000 employees. We serve a wide variety of clients,
including owners and tenants of office, industrial, retail and hotel
properties, as well as real estate investors. We have grown by expanding
both our client base and our range of services and products in anticipation
of client needs, as well as through a series of strategic acquisitions and
a merger. By offering a broad range of real estate products and services,
and through our extensive knowledge of domestic and international real
estate markets, we are able to serve as a single source provider of
solutions for our clients' real estate needs.

        We manage our businesses along a combination of functional and
geographic lines. Accordingly, our operations are now classified into five
business segments consisting of two global businesses, Investment
Management and Hotel Services, and Owner and Occupier Services managed in
three geographic regions, the Americas, Europe and Asia Pacific, as follows
(with percentages indicating the proportion of our 1999 revenues accounted
for by each segment):

      [CHART REPRESENTING BUSINESS SEGMENTS AND INDICATING PERCENTAGE
              OF 1999 REVENUES ACCOUNTED FOR BY EACH SEGMENT]

        Our Owner and Occupier Services business is operated on a
geographical basis and consists of Implementation Services, composed
primarily of tenant representation, agency leasing, capital markets
services and valuation services, and Management Services, composed
primarily of property management services, corporate property services,
development services and project management services. Our Investment
Management segment provides real estate investment management services to
institutional investors, corporations and high net worth individuals. Our
Hotel Services segment provides strategic advisory, sales, acquisition,
valuation and asset management services related solely to hotel, conference
and resort properties.

        The following provides a brief overview of our business units:

        OWNER AND OCCUPIER SERVICES - IMPLEMENTATION SERVICES

        Tenant Representation. Our Tenant Representation Services units
assist clients by defining space requirements, identifying suitable
alternatives, recommending appropriate occupancy solutions and negotiating
lease and ownership terms with third parties.

        Agency Leasing. Our Agency Leasing Services units create and
execute marketing and leasing programs to identify tenants for our clients'
properties and negotiate leases with terms in the best interests of our
clients.

        Capital Markets Services. Our Capital Markets Services units
include real estate finance, private equity placements, portfolio advisory
activities, corporate finance and institutional property sales and
acquisitions.

        Valuation Services. Our Valuation Services units provide clients
with professional valuation services that help them to determine accurate
values for office, retail, industrial and mixed-use properties.

        OWNER AND OCCUPIER SERVICES - MANAGEMENT SERVICES

        Property Management Services. Our Property Management Services
units provide on-site management services for office, industrial, retail
and specialty properties, leveraging our market share and buying power to
deliver superior service for clients.

        Corporate Property Services. Our Corporate Property Services units
provide comprehensive portfolio and property management services to
corporations and institutions that outsource their real estate management
functions.

        Development Services. Our Development Services units manage all
aspects of the development, redevelopment and renovation of commercial
projects, principally on a fee basis.

        Project Management Services. Our Project Management Services units
provide facility build-out and conversion management, move management and
strategic occupancy planning services to tenants of leased space, owners in
self-occupied buildings and owners of real estate investments.

        INVESTMENT MANAGEMENT

        Our Investment Management business provides real estate investment
management services to institutional investors, corporations and high net
worth individuals through a broad range of real estate investment products
and services in the public and private capital markets to meet various
strategic, risk/return and liquidity requirements.

        HOTEL SERVICES

        Our Hotel Services business specializes in providing global real
estate services, such as sales, acquisitions, strategic consulting,
valuation and appraisal, operator selection, debt and equity sourcing,
asset management and research, to investors, financiers and operators of
hotel, conference and resort properties.

THE JLW MERGER

        On March 11, 1999, LaSalle Partners Incorporated merged its
businesses with those of Jones Lang Wootton and changed its name to Jones
Lang LaSalle Incorporated. The JLW merger combined two leading real estate
services companies with complementary geographic focus to create a global
real estate services firm. JLW's culture, long-term strategy and service
capability were compatible with those of LaSalle Partners. Prior to the
merger, JLW was ranked as one of the largest international real estate
organizations, with approximately 4,000 employees in 32 countries. JLW's
name recognition in and focus on Europe (60% of 1998 revenues) and Asia and
Australasia (27% of 1998 revenues) complemented LaSalle Partners'
concentration and reputation in the Americas. In addition to improving the
geographic diversity of our revenues, the JLW merger further enhanced the
diversity of our customer base. Pro forma for the JLW merger, no client
represented more than 2% of our 1999 revenues and our top 25 clients
represented less than 20% of our 1999 revenues.

        The heritage of both LaSalle Partners and JLW as partnerships has
resulted in strong employee ownership, which we continue to encourage and
promote. At December 31, 1999, our employees owned more than 60% of Jones
Lang LaSalle Incorporated's common stock.

COMPETITIVE ADVANTAGES

        We believe that we have several competitive advantages which have
established us as a leader in the real estate services and investment
management industries. These advantages include the following:

        RELATIONSHIP ORIENTATION

        Our client-driven focus enables us to develop long-term
relationships with owners and users of real estate. By developing these
relationships, we generate repeat business and create recurring revenue
sources. In many cases, we develop a strategic alliance with clients who
have ongoing service needs, to deliver fully integrated real estate
services across multiple business units and office locations. Our
relationship orientation is supported by an employee compensation system
which we believe is unique in the real estate industry. We compensate our
professionals with a salary and bonus plan designed to reward client
relationship building, teamwork and quality performance, rather than on a
commission basis which is typical in the industry.

        FULL RANGE OF SERVICES

        By offering a wide range of high quality, complementary services,
we can combine our services to develop and implement real estate strategies
that meet the increasingly complex needs of our clients. In addition,
business units are able to develop revenue sources for our other business
units.

        WORLD-CLASS RESEARCH

        We invest in and rely upon comprehensive research to support and
guide the development of real estate and investment strategy. Our Global
Research Committee oversees and coordinates the activities of more than 150
research professionals who cover market and economic conditions in 36
countries on five continents. We produce more than 100 research
publications annually. Research will also play a key role in our new,
company-wide intranet, keeping all of our professionals attuned to
important events and changing conditions in world markets.

        GEOGRAPHIC REACH

        We believe that we have established a business presence in the
principal real estate markets and that we can build our revenues without a
substantial increase in costs. With approximately 100 corporate offices on
five continents, we possess in-depth knowledge of local and regional
markets and can provide our full range of real estate services around the
globe. This geographic coverage positions the firm to serve our
multinational clients and manage investment capital on a global basis.

        REPUTATION

        Based on our industry knowledge, commissioned marketing surveys,
industry publications and our number of long-standing client relationships,
we believe that we are widely recognized by large corporations and
institutional owners and users of real estate as a provider of high
quality, professional real estate services and investment management
products. We believe our name recognition and reputation for quality
services are significant advantages when pursuing new business
opportunities.

INDUSTRY TRENDS

        INCREASING DEMAND FOR GLOBAL SERVICES; GLOBALIZATION OF CAPITAL FLOWS

        Many corporations, both those based in the United States and those
based in other countries, have pursued growth opportunities in
international markets. This has increased the demand for global real estate
services, like corporate property services, tenant representation and
leasing and property management. We believe that this trend will favor
those real estate service providers with the capability to provide services
in many markets around the world. Additionally, real estate capital flows
have become more global as more investors seek real estate investment
opportunities beyond their existing borders. This trend has created new
markets for investment managers that can facilitate international real
estate capital flows and execute cross-border real estate transactions.

        GROWTH OF OUTSOURCING

        In recent years, outsourcing of professional real estate services
on a global level has increased substantially as corporations have focused
corporate resources, including capital, on their core competencies. In
addition, public and other non-corporate users of real estate, such as
government agencies and health and educational institutions, have begun
outsourcing real estate activities as a means of reducing costs. As a
result, there are significant growth opportunities for firms that can
provide integrated real estate services across many geographic markets.

        CONSOLIDATION

        The real estate services industry has gone through a high degree of
consolidation in recent years, although the pace of consolidation has
slowed in the last year. Many large real estate service firms engaged in
the property management business, including us, believe that, as a result
of substantial existing infrastructure investments and the ability to
spread fixed costs over a broader base of business, it is possible to
recognize incrementally higher margins on property management and corporate
property services assignments as the amount of square footage under
management increases.

        Large users of commercial real estate services continue to
demonstrate a desire for a single source service provider across local,
regional and global markets. The ability to offer a full range of services
on this scale requires significant corporate infrastructure investment,
including information technology and personnel training. Smaller regional
and local real estate service firms, with limited resources, are less able
to make such investments.

        ALIGNMENT OF INTERESTS OF INVESTORS AND INVESTMENT MANAGERS

        Institutional investors continue to allocate significant portions
of their investment capital to real estate. Many investors have shown a
desire to commit their capital to investment managers willing to co-invest
with them on specific investments. In addition, investors are increasingly
requiring that the fees paid to investment managers be more closely aligned
with investment performance. As a result, we believe that investment
managers with co-investment capital will have an advantage in attracting
real estate investment capital. Co-investment typically brings with it the
opportunity to provide additional services related to the acquisition,
financing, property management, leasing and disposition of such
investments.

BUSINESS STRATEGY

        We intend to capitalize on our competitive advantages and the
opportunities created by our new global platform to pursue the following
growth strategy:

        o  Expand Client Relationships. Based on our ability to deliver
           high quality real estate services, we have been able to
           successfully leverage discrete client assignments into more
           comprehensive relationships utilizing some or all of our
           business groups. Current industry trends, particularly the
           globalization of corporate clients and the increased outsourcing
           of real estate services on a global basis, provide a favorable
           environment for us to increase the scope of our current client
           relationships and to develop new relationships through our broad
           array of services. We intend to expand the strategic alliance
           approach we have applied in our Tenant Representation Services
           unit to the rest of our business units worldwide. Our business
           groups identify new clients and markets and pursue opportunities
           to sell the products and services of many of our business units.
           Our Global Services Management Group, created in 1999, acts as a
           catalyst in assisting our professionals in all groups in
           marketing the multiple services we offer to existing and
           prospective clients.

        o  Strengthen International Presence. We intend to focus our near
           term efforts on further developing and strengthening the global
           platform which was created by the JLW merger to take advantage
           of the increasing globalization of real estate capital sources
           and investment opportunities and the international business
           expansion of many of our corporate clients. In December, we
           combined our former Australasia and Asia regions into the Asia
           Pacific region. This combination is intended, among other
           things, to position us to use our talent and expertise in the
           relatively mature Australian market to pursue growth
           opportunities in Asia. Similarly, we plan to leverage our talent
           and expertise in the United States to pursue growth
           opportunities in Latin America and our talent and expertise in
           Western Europe to pursue growth opportunities in Central and
           Eastern Europe. In our Investment Management business, we intend
           to take advantage of our global platform to increase our
           activities outside the United States and capitalize on the
           growing trend of cross-border capital movement. We will pursue
           selective acquisitions in product categories and geographic
           niches in order to serve our clients' increasingly global real
           estate needs, and to pursue new business opportunities.

        o  Provide Consistent, High Quality Service. We have created a
           Global Services Management group designed to ensure that
           worldwide operations work and interact at the consistently high
           levels expected by clients. Through the delivery of consistent,
           high quality service, we aim to expand our current client
           relationships, grow our business and further strengthen our name
           recognition and reputation.

        o  Pursue Co-Investment Opportunities. We intend to continue our
           strategy of co-investing with our investment management clients.
           As of June 30, 2000, we had a total net investment of $69.1
           million in 31 separate property or fund co-investments with
           additional capital commitments of $26.9 million for future
           fundings of co-investments. The acquisition cost of the
           properties acquired through these co-investments exceeds $2.0
           billion. Existing co-investments consist primarily of office
           properties, land, development properties and commingled fund
           investments purchased within the last five years and the
           investment in LaSalle Hotel Properties, the public real estate
           investment trust advised by us.

           Our co-investment strategy is supported by our broad fundamental
           real estate research capabilities, which include identifying
           trends in geographic regions and property types. Our extensive
           knowledge of local markets drawn from our presence and work in
           these markets facilitates the identification and evaluation of
           specific investment opportunities. Co-investments provide us
           with the opportunity to participate in returns generated by such
           investments and provide services related to the acquisition,
           financing, property management, leasing and disposition of such
           investments. As a result of the JLW merger, we have an increased
           access to international market knowledge, positioning us to take
           advantage of recovering markets in various regions throughout
           the world.

        o  Develop a Technology and E-Business Strategy. Our technology
           strategy is to create an open, advanced technology platform that
           enables our clients to achieve their real estate and broader
           business objectives. This strategy includes investing in
           software applications for the Project Management and Development
           Management businesses and utilizing the Internet to enhance
           existing services provided to clients and to develop entirely
           new services via e-commerce. We are in the final stages of
           implementing a global data network, which we intend to be a
           reliable, high-speed system that will enable our clients and
           employees around the world to efficiently communicate with each
           other. In addition, we plan to utilize the Internet to:

           -    aggregate purchases in our managed property portfolio;

           -    invest in software applications for the Project Management
                and Development Management businesses;

           -    expand the use of electronic auction sites; and

           -    offer clients online access to portfolio performance data.

E-COMMERCE INITIATIVES

        Through the first six months of 2000, we have evaluated a number of
e-business opportunities. On April 26, 2000, we announced the formation of
Octane, an e-commerce alliance with two other leading U.S. real estate
services firms. This alliance will develop e-business solutions for the
real estate services industry and will focus on procurement, transactions,
support services and other business-to-business activities. On May 5, 2000,
we announced our intent to join 11 other leading North American real estate
firms to form Constellation, a real estate e-business company. This
company will form, incubate and sponsor real estate-related Internet,
e-commerce and broadband enterprises; acquire interests in existing leading
companies on a synergistic basis; and act as an opportunistic consolidator
across property sectors in the emerging real estate technology area. On
June 29, 2000, we announced that together with two other leading
international property services firms and an international business to
business publisher, we would be developing a pan-European commercial
property listings, information and data research portal. The venture will
be an unaffiliated, independently managed company with its own brand and
may ultimately include other content and technology partners. The final
terms and conditions of the agreements related to these ventures are
currently being negotiated.

        On July 12, 2000, it was announced that we, together with two other
leading U.S. real estate services firms, had participated in a $30 million
preferred stock financing for SiteStuff.com, Inc., an e-marketplace for
owners and operators of commercial and multi-family real estate properties.
On July 19, 2000, we funded our $10.0 million participation. Through
SiteStuff, we have the ability to aggregate the purchase of property
management maintenance, repair and operations products and services for the
benefit of clients in the U.S. We will continue to seek additional
e-commerce opportunities which enhance our product and service offerings.

BUSINESS SEGMENTS

        We serve our clients through three principal business segments:
owner and occupier services which we divide along geographic lines,
investment management and hotel services. A description of each of these
segments is set forth below.

OWNER AND OCCUPIER SERVICES

        To effectively address the local, regional and global needs of real
estate owners and occupiers, we provide a full range of integrated
transaction, property management and corporate property services.
Operations are managed geographically in three regions: the Americas,
Europe and Asia Pacific. In addition, our Global Services Management group
supports the regional Owner and Occupier Services groups on a global basis
for marketing, consulting and delivery of best practices to multi-national
clients.

        Owner and occupier services can be grouped into two types:
implementation services and management services.


IMPLEMENTATION SERVICES                      Management Services

o    Tenant Representation                   o  Property Management Services
o    Agency Leasing                          o  Corporate Property Services
o    Capital Markets Services                o  Development Services
o    Valuation Services                      o  Project Management Services

        IMPLEMENTATION SERVICES

        Implementation services consist primarily of tenant representation,
agency leasing, capital markets and valuation services. Implementation
services produced 54.6% of our total revenue for the six months ended June
30, 2000, 52.1% for 1999, 40.1% for 1998 and 40.8% for 1997.

        Tenant Representation Services. Our Tenant Representation Services
units assist clients by defining space requirements, identifying suitable
alternatives, recommending appropriate occupancy solutions and negotiating
lease and ownership terms with third parties. We seek to assist our clients
to lower real estate costs, minimize real estate occupancy risks, improve
occupancy flexibility and control and create more productive office
environments. We use a multi-disciplined approach to develop occupancy
strategies that are linked to our clients' core business objectives. In
1999, we completed approximately 1,700 tenant representation transactions
involving approximately 26 million square feet. During the six months ended
June 30, 2000, we completed approximately 1,100 tenant representation
transactions involving approximately 11.4 million square feet.

        The tenant representation industry includes a large number of
service providers offering a wide range of service quality and
capabilities. Our Tenant Representation Services units, particularly in the
United States, direct their marketing efforts toward developing "strategic
alliances" with clients whose real estate requirements include on-going
assistance in meeting their real estate needs and also toward clients who
have the need to consider multiple real estate options and to execute
complex strategies.

        In many cases, we develop a strategic alliance with clients to
deliver fully integrated real estate services, including comprehensive
on-going strategic planning and transaction execution services across
multiple office locations via the assignment of dedicated client teams. We
view our strategic alliances as a competitive advantage since these
long-term relationships lower business development costs for us and create
recurring revenue sources. Through these relationships, we gain a better
understanding of our clients' portfolio and occupancy requirements since
the same professionals service the client's needs nationwide. We believe
that these relationships enable us to deliver more consistent services and
better results than single-transaction, commissioned brokerage service
providers. In 1998 and 1999, strategic alliances accounted for 71.9% and
77.8%, respectively, of our tenant representation revenue derived in the
Americas.

        In addition to our strategic alliances, we also represent clients
in large, complex transaction assignments that typically involve
relocations of headquarters facilities or major office consolidations. For
these assignments, we

draw on our broad depth of other capabilities to assist our clients with
development, buy or lease decisions and the evaluation of long-term
financing options.

        We intend to grow this business by increasing our strategic
alliance relationships and by expanding existing relationships to cover
multinational clients that have occupancy needs around the world and are
looking for a single source provider.

        We are generally compensated for Tenant Representation Services on
a negotiated fee basis. Although fees are generated by lease commissions,
they are often also determined by performance related to targets set by us
and the client prior to our engagement and, in the case of strategic
alliances, at annual intervals thereafter. Quantitative and qualitative
measurements assess progress relative to these goals, and we are
compensated accordingly. Incentive fees are often awarded for superior
performance. Our Tenant Representation Services professionals do not earn
commissions. They are compensated by means of a base salary and performance
bonus that is determined primarily by their contribution to achieving
predetermined client performance objectives.

        Agency Leasing Services. Our Agency Leasing Services units create
and execute marketing and leasing programs to identify tenants for our
clients' properties and negotiate leases with terms in the best interests
of our clients. Clients are typically investors, property companies,
developers or public bodies. In 1999, we completed approximately 11,000
agency leasing transactions representing approximately 90 million square
feet of space. During the six months ended June 30, 2000, we completed
approximately 6,200 agency leasing transactions representing approximately
52.3 million square feet of space.

        Agency leasing fees are typically based on a percentage of the
value of the lease revenue commitment for leases consummated.

        Capital Markets Services. Our Capital Markets Services include real
estate finance, private equity placements, portfolio advisory activities,
corporate finance and institutional property sales and acquisitions. We
completed institutional property sales and acquisitions, debt financings,
equity placements and portfolio advisory activities on assets and
portfolios valued at approximately $23.0 billion during 1999 and
approximately $12.5 billion during the six months ended June 30, 2000.

        We believe that our Capital Markets Services units have a number of
competitive strengths, including their broad accumulated base of real
estate investment banking knowledge and an ability to draw on our access to
global capital sources. Our Agency Leasing, Property Management and
Investment Management units are valuable resources for the Capital Markets
Services units in providing local market and property information and local
capital markets expertise. As a result of the JLW merger, the Capital
Markets Services units have expanded access to international market and
property information. This access creates the platform necessary to offer
our expertise to multinational clients.

        The Capital Markets Services units are integral to the business
development efforts of our other businesses by researching, developing and
introducing innovative new financial products and strategies. This includes
the development of our hotel investment capability, which is currently
performed within our Investment Management group through the management of
LaSalle Hotel Properties, a Real Estate Investment Trust, or REIT.

        We are typically compensated for Capital Markets Services on the
basis of the value of transactions completed or securities placed, but in
certain circumstances we receive retainer fees for portfolio advisory
services.

        Valuation Services. Our Valuation Services units provide clients
with professional valuation services that help them to determine accurate
values for office, retail, industrial and mixed-use properties. Such
services may involve valuing a single property or a worldwide portfolio of
multiple property types. Valuations typically involve commercial property,
investment grade residential property and land for a variety of purposes,
including acquisition, disposition, debt and equity financing, mergers and
acquisitions, securities offerings and privatization. Our clients include
occupiers, investors and financing sources from the public and private
sectors. We have valuation specialists capable of providing valuation
advice to clients in nearly every developed country. During 1999, we
performed approximately 32,000 valuations of properties valued in the
aggregate at approximately $194.0 billion. During the six months ended June
30, 2000, we performed approximately 14,000 valuations of properties valued
in the aggregate at approximately $69.0 billion.

        Compensation for valuation services is generally negotiated for
each assignment based on its scale and complexity and will typically relate
in part to the value of the underlying assets.

        MANAGEMENT SERVICES

        Management services include property management, corporate property
services, development and project management services. We have a portfolio
of approximately 700 million square feet of property under management
worldwide. Management services produced 30.1% of our total revenue for the
six months ended June 30, 2000, 30.9% for 1999, 27.3% for 1998 and 21.5%
for 1997.

        Property Management Services. Our Property Management Services
units provide on-site management services for office, industrial, retail
and specialty properties, leveraging their market share and buying power to
deliver superior service for clients. Our goal, as a pioneer in the
development of value-creating property management services, is to enhance
our clients' property values through aggressive day-to-day management
focused on maintaining high levels of occupancy and tenant satisfaction,
while lowering the operating costs of such properties. As of June 30, 2000,
we provided on-site Property Management Services for office, retail,
mixed-use and industrial properties totaling approximately 500 million
square feet.

        Our property management services are typically provided by an
on-site general manager and staff supported through regional supervisory
teams as well as central resources in areas such as training, technical and
environmental services, accounting, marketing and human resources. Property
general managers assume full responsibility for property management
activities, client satisfaction and financial results and are compensated,
not by fees or commissions, but through a combination of base salary and
performance bonus that is directly linked to results produced for clients.

        Increasingly, management agreements provide for incentive
compensation relating to operating expense reductions, gross revenue or
occupancy objectives or tenant satisfaction levels. As is customary in the
industry, management contract terms typically range from one to three
years, but are cancellable at any time upon a short notice period, usually
30 to 60 days.

        Our acquisitions of Compass and Galbreath and our recent investment
in a new property information system in the Americas provides us with
opportunities to use our size to offer high quality, low cost services over
a wider geographic area. The marketing efforts of the Property Management
Services business are directed toward pursuing new third-party management
assignments, expanding our relationships with existing clients and
capitalizing on new business opportunities which may arise from our
Investment Management initiatives, like our co-investment strategy. In
addition, the JLW merger has provided an opportunity for us to combine our
best practices around the globe to enhance current client satisfaction and
margin objectives as well as to serve new multinational clients.

        Corporate Property Services. We were a pioneer in the corporate
property services business. Our Corporate Property Services units provide
comprehensive portfolio and property management services to corporations
and institutions that outsource their real estate management functions. The
properties under management range from corporate headquarters to industrial
complexes. Our target clients typically have large, over one million square
foot, portfolios with significant opportunities to reduce costs and improve
service delivery. Performance measures are generally developed to quantify
progress made toward the goals and objectives that are set mutually with
clients. At June 30, 2000, we had approximately 225 million square feet
under management relating to Corporate Property Services clients.

        Our Corporate Property Services units also serve as an important
"port of entry" for our other business units. Depending on client needs,
the Corporate Property Services units, either alone or through our other
business units, provide services such as portfolio planning, property
management, leasing, tenant representation, acquisition, finance,
disposition, project management, development management and land advisory
services.

        The Corporate Property Services units are compensated on the basis
of negotiated fees, which are typically structured to include a base fee
and a performance bonus. The performance bonus compensation is based on a
quantitative evaluation of progress toward performance measures and
regularly scheduled client satisfaction surveys. Corporate Property
Services agreements are typically three to five years in duration, but are
cancellable at any time upon a short notice period, usually 30 to 60 days.

        We believe that the global corporate trend of outsourcing non-core
business functions represents an important long-term business opportunity.
We also believe that our broad-based service capabilities will become an
increasingly valuable competitive advantage in pursuing Corporate Property
Services assignments. We believe that our demonstrated experience in
improving our clients' operating expense levels and client satisfaction
also provide us with an important competitive advantage. In order to
efficiently provide all services required to manage and operate large
corporate property portfolios, we partner with major building services and
architecture firms. The Corporate Property Services units have been
actively pursuing, and have had success with obtaining new business
opportunities with universities, health care institutions and government
agencies.

        Development Services. Our Development Services units manage all
aspects of the development, redevelopment and renovation of commercial
projects, principally on a fee basis. We prepare feasibility studies,
negotiate contracts, develop and monitor budgets and coordinate and manage
the architects, engineers and attorneys related to the project. We also
undertake entitlement, zoning and a variety of other development-related
responsibilities. Our clients are generally corporations with significant
office space needs. We have extensive experience in ground-up development
in the office, retail, industrial and special-purpose sectors. Our
Development Services units frequently manage development initiatives for
clients of our Corporate Property Services and Tenant Representation
Services units, as well as for clients of our Investment Management segment
which are pursuing development-related investment strategies.

        Our Development Services units generate development and advisory
fees, which are negotiated based upon the cost of the developments or
improvements. In addition, the units generate performance fees based on
investment returns generated for clients. Assignments are typically
multi-year in nature.

        Project Management Services. Our Project Management Services units
provide facility build-out and conversion management, move management and
strategic occupancy planning services to tenants of leased space, owners in
self-occupied buildings and owners of real estate investments. Our Project
Management Services units frequently manage the relocation and build-out
initiatives for clients of our Property Management Services, Corporate
Property Services and Tenant Representation Services units.

        We are one of the largest providers of project management services
in the United States. We intend to grow our Project Management Services
business by expanding into additional markets and by increasing the number
of our current clients to which the business provides services.

        The Project Management Services units are typically compensated on
the basis of negotiated fees. Client contracts are typically multi-year in
duration and may govern a number of discrete projects, with individual
projects being completed in less than one year.

        GLOBAL SERVICES MANAGEMENT

        We created the Global Services Management unit to support our
geographical Owner and Occupier Services segments. The Global Services
Management unit is composed of three management functions: Global Client
Services, Global Services Development and Global Consulting.

        Global Client Services is a dedicated firm-wide marketing
organization, which acts as a catalyst in assisting our professionals in
all groups in marketing multiple services of the firm to existing and
prospective clients. Global Services Development identifies and institutes
our best practices throughout our company, making skilled resources
available to clients wherever such expertise may be needed, and supporting
the expansion of our business specialties globally. The Global Consulting
team of senior real estate consultants provides clients with specialized,
value-added real estate consulting services and strategies in seven areas:
mergers and acquisitions, ports and transit, development, public
institutions, e-commerce, occupier portfolio and organizational strategy
and work process design.

        The Global Services Management unit performs a global support
function for the regional Owner and Occupier Services businesses, and,
therefore, we allocate the revenue and expenses of this unit back to the
regions for purposes of segment reporting.

INVESTMENT MANAGEMENT

        Our Investment Management business, which operates under the name
"LaSalle Investment Management," provides real estate investment management
services to institutional investors, corporations and high net-worth
individuals. As of June 30, 2000, we managed approximately $22.3 billion of
real estate assets, making us one of the largest managers of institutional
capital invested in real estate assets and securities. Of this total of
$22.3 billion of real estate assets, $18.3 billion consisted of direct
investment in real estate properties, and $4.0 billion consisted of
investment in real estate related securities. Investment Management revenue
as a proportion of our total revenue was 13.1% for the six months ended
June 30, 2000, 11.2% in 1999, 29.0% in 1998 and 34.5% in 1997. The
reduction in Investment Management revenue as a share of total revenue was
principally due to the addition of Owner and Occupier Services to our
business as a result of the Compass acquisition and the JLW merger, which
was composed primarily of Owner and Occupier Services businesses.

        LaSalle Investment Management serves its clients through a broad
range of real estate investment products and services in the public and
private capital markets to meet various strategic, risk/return and
liquidity requirements. We have organized our Investment Management
business along two functional lines, private equity and debt investments
and public equity and debt investments. LaSalle Investment Management
offers clients a range of investment alternatives, including private direct
investments in multiple real estate property types (e.g., office, retail,
industrial, residential, land and parking) and indirect investments,
primarily in publicly traded real estate investment trusts and other real
estate equities. The success of LaSalle Investment Management is built on
the foundation of fully integrated research, innovative investment
strategies and a strong client focus. LaSalle Investment Management's
strategy is focused on three fundamentals:

       o    developing and executing tailored investment strategies to meet
            a variety of client objectives;

       o    providing superior performance for its clients; and

       o    delivering a high level of service.

        The investment and capital origination activities of the Investment
Management business are becoming increasingly non-U.S. based. As of June
30, 2000, 52.4% of LaSalle Investment Management's assets under management
were invested outside of the United States. We expect our Investment
Management activities outside of the United States, both fund raising and
investing, to continue to increase as a proportion of total capital raised
and invested. We also see a growing trend of cross-border capital movement.
In 1999, LaSalle Investment Management's application for Approved Fund
Manager status was approved by the Monetary Authority of Singapore. This
approval marked the first major step in our plan to build an investment
management operation to service clients in the Asia Pacific region.

        Investment Management activities generate significant additional
business for other parts of our operations, particularly in the areas of
Agency Leasing, Property Management, Development Services and Capital
Markets Services.

        We maintain an extensive real estate research department, which
monitors real estate and capital market conditions around the world to
enhance investment decisions and identify future opportunities. In addition
to drawing on public sources for information, our research department
utilizes the extensive local presence of our professionals throughout the
world to gain proprietary insight into local market conditions.

        DIRECT INVESTMENTS IN REAL ESTATE PROPERTIES

        LaSalle Investment Management oversees the acquisition, management,
leasing, financing and divestiture of real estate investments across a
broad range of real estate property types on behalf of its investment
management clients. LaSalle Investment Management introduced its first
institutional investment fund in 1979 and currently has a series of
commingled investment funds, including three funds which invest in
properties in the United States and two commingled funds that are fully
invested in assets located in continental Europe. LaSalle Investment
Management also has single client "separate account" relationships with
investors for whom LaSalle Investment Management manages private real
estate investments. As of June 30, 2000, we had approximately $18.3 billion
in assets under management in these funds and separate account clients.

        To take advantage of the trend toward globalization of real estate
capital sources, LaSalle Investment Management strengthened and extended
its international investment activities with the acquisition, in October
1996, of CIN Property Management. This acquisition made LaSalle Investment
Management one of the largest managers of pension fund real estate
investments in the United Kingdom, and provided the basis for it to expand
its investment activities and capital raising in the United Kingdom and
continental Europe. LaSalle Investment Management currently has
approximately $11.7 billion in assets under management in Europe. LaSalle
Investment Management is leveraging its organizational strength and access
to global capital, to take advantage of the accelerating interest in
international investment, to expand investment activity to new countries
within Europe and Asia Pacific and to strengthen its position as a leading
investment manager for real estate capital in the United States.

        We increased our investment management involvement in the hotel
industry with the completion of the initial public offering of LaSalle
Hotel Properties, a real estate investment trust. LaSalle Hotel Properties
was formed to own properties and to continue and expand our hotel
investment management activities by investing principally in upscale luxury
and full-service hotels located primarily in major business and urban,
resort and convention markets. We provide advisory, acquisition and
administrative services to LaSalle Hotel Properties for which we receive a
base advisory fee calculated as a percentage of net operating income, as
well as performance fees based on growth in funds from operations on a per
share basis.

        In 1999, LaSalle Investment Management launched and funded two new
investment products: the Income & Growth II Fund and the Euro5 Fund. The
Income & Growth II Fund is a private equity commingled fund, which invests
in properties within the United States. This fund had its first and second
closings during 1999 and received commitments which represent more than
$220.0 million in buying power.

        The Euro5 Fund also had its first closing in 1999. This diversified
value-added investment vehicle focuses on office, business park, retail and
industrial properties in areas with above-average growth in France, Italy,
Portugal, Spain and Germany.

        Some investors continue to favor investment managers that co-invest
in newly formed investment vehicles in order to more closely align the
interests of the investor and the investment manager. We believe that co-
investment will continue to be important in retaining and expanding our
competitive position. We also believe that our co-investment strategy will
greatly strengthen our ability to raise capital for new investment funds.
By increasing assets under management, we also gain the opportunity to
provide additional services related to the acquisition, financing, property
management, leasing and disposition of these assets.

        Our Investment Management operations are conducted with teams of
professionals dedicated to achieving client objectives. All investment
decisions for private market investments must be approved by LaSalle
Investment Management's five-member investment committee. The investment
committee approval process is utilized for both LaSalle Investment
Management's investment funds and for all of its separate account clients.

        LaSalle Investment Management is generally compensated for
investment management services for private equity and debt investments
based on initial capital invested, with additional fees tied to investment
performance above benchmark levels. The terms of LaSalle Investment
Management's contracts vary by the form of investment vehicle involved and
the type of service provided. LaSalle Investment Management's investment
funds have various lifespans, typically ranging between three and seven
years. Separate account advisory agreements generally have three year terms
with "at will" termination provisions.

        INVESTMENTS IN PUBLIC EQUITY AND DEBT SECURITIES

        LaSalle Investment Management offers its clients the ability to
invest in separate and commingled accounts focused on public real estate
equity and debt securities. LaSalle Investment Management principally
invests its clients' capital in publicly traded securities of real estate
investment trusts and property company equities but is also active in
private placement investments in publicly traded real estate companies and
selected investments in private real estate companies seeking capital to
ultimately gain access to the public markets. As of June 30, 2000, LaSalle
Investment Management had approximately $4.0 billion of assets under
management in these types of investments, of which approximately $0.5
billion was invested in equities outside of the United States. LaSalle
Investment Management is typically compensated by its securities investment
clients on the basis of the market value of assets under management with
increasing use of incentive fees tied to performance of investments above
benchmark levels.

HOTEL SERVICES

        Hotel Services is a new business for us as a result of the JLW
merger. The segment specializes in providing global real estate services to
investors, financiers and operators of hotel, conference and resort
properties. These services include sales, acquisitions, strategic
consulting, valuation and appraisal, operator selection, debt and equity
sourcing, asset management and research. Principal clients of the segment
include government agencies, institutional investors, corporations, hotel
groups and private investment companies and individuals. The segment has
approximately 100 hotel professionals, based primarily in London,
Frankfurt, New York, Los Angeles, Sydney, Brisbane, Auckland, Jakarta and
Singapore.

        The Asian hotel market has been negatively impacted by poor
economic conditions over the last two years, but was showing strong signs
of recovery in the latter half of 1999, due to a renewed interest in
tourism growth and a return to hotel profitability. The Australian hotel
market continues to show strong activity, due to the recent exodus of
Japanese investors from this market. The United States and European hotel
markets continue to benefit from strong global economic growth. In 1999,
the Hotel Services segment completed over 600 corporate advisory
transactions on properties with a total value of approximately $17.0
billion and approximately 100 investment sales transactions involving
properties with a total value of approximately $900.0 million. One of these
investment sales transactions was the sale of the Seoul Hilton for $230
million.

COMPETITION

        We compete across a variety of business disciplines within the
commercial real estate industry, including investment management, tenant
representation, corporate property services, construction and development
management, property management, agency leasing, valuation and capital
markets. Each of the business disciplines in which we compete is highly
competitive on an international, regional or local level. Depending on the
industry segment, we face competition from other real estate service
providers, institutional lenders, insurance companies, investment banking
firms, investment managers and accounting firms. Many of our competitors
are local or regional firms, which are substantially smaller than us.
However, they may be substantially larger on a local or regional basis. We
are also subject to competition from other large global firms.

        The advent of the Internet has introduced new ways of providing
real estate services, as well as new competitors to the industry. We cannot
currently predict who these competitors will be nor can we predict what our
response to them will be. This response could require significant capital
resources, changes in our organization or technological changes. In all of
our businesses, we compete on the basis of the skills of our professionals,
the quality of the services we provide, the breadth and depth of our
product and service offerings, the geographic scope of our service delivery
capabilities, and the quality of our infrastructure, including our
technology.

EMPLOYEES

        We employ approximately 7,000 people, including approximately 5,000
professional staff members and approximately 2,000 support personnel. None
of our employees are members of any labor union. Satisfactory relations
have generally prevailed between us and our employees.

        We have entered into an agreement with LPI Service Corporation, or
LPISC, a company controlled by one of our former employees, pursuant to
which LPISC provides the services of approximately 3,000 janitorial,
engineering and property maintenance workers for some of the properties we
manage. We have an option to purchase LPISC. Approximately 550 of the
employees of LPISC are members of labor unions.

PROPERTIES

        Our principal holding company headquarters is located at 200 East
Randolph Drive, Chicago, Illinois. We currently occupy over 100,000 square
feet of office space at our principal holding company's Chicago
headquarters pursuant to a lease that expires in February 2006. Our
principal operational headquarters is located at 22 Hanover Square, London,
England. We lease approximately 83,000 square feet at our London
operational headquarters under a lease expiring in June 2004. Our regional
headquarters are located in Chicago, London and Hong Kong. We have
approximately 100 local offices worldwide located in 94 major cities and
metropolitan areas as follows: 31 in the United States, 37 in 18 countries
in Europe and 26 in 9 countries in Asia Pacific. Our offices are each
leased pursuant to agreements with terms ranging from month-to-month to ten
years. In addition, we have property and other offices located throughout
the world. On-site property management offices are generally located within
properties under management and are provided without cost.

LEGAL PROCEEDINGS

        We are a defendant in various litigation matters arising in the
ordinary course of business, some of which involve claims for damages that
are substantial in amount. Many of these matters are covered by insurance.
In our opinion, the ultimate resolution of such litigation is not expected
to have a material adverse effect on our financial position, results of
operations or liquidity.


                     DESCRIPTION OF OTHER INDEBTEDNESS

MULTICURRENCY CREDIT FACILITY

        The issuer has a multicurrency credit facility with a group of
commercial banks under a Second Amended and Restated Multicurrency Credit
Agreement dated as of July 26, 2000. Prior to July 26, 2000, Jones Lang
LaSalle Incorporated was the borrower under the multicurrency credit
facility. In connection with the issuance of the old notes, the issuer
became the borrower, and assumed the remaining outstanding indebtedness,
under the multicurrency credit facility. The multicurrency credit facility
consists of the following:

        o   a $175.0 million term facility, consisting of loans denominated
            in U.S. dollars;

        o   a $250.0 million revolving facility, a maximum of $75.0 million
            of which may consist of loans denominated in currencies other
            than the U.S. dollar;

        o   loans that may be requested on an expedited basis, called
            swingline loans, in a maximum aggregate amount of $5.0 million,
            the commitment for which is part of the aggregate revolving
            facility commitment; and

        o   letters of credit in an aggregate undrawn face amount of up to
            $30.0 million, the commitment for which is part of the
            aggregate revolving facility commitment.

        On August 29, 2000, we completed the permanent repayment of all
amounts outstanding under the term portion of the multicurrency credit
facility, using proceeds from the sale of the old notes and additional
borrowings under the revolving portion of the multicurrency credit
facility. No further borrowings can be made under the term portion of the
multicurrency credit facility. As of June 30, 2000, after giving effect to
application of the net proceeds from the issuance of the old notes and
additional borrowings under the revolving portion of the multicurrency
credit facility to repay outstanding indebtedness under the term portion of
the multicurrency credit facility, the amount outstanding under the
revolving portion of the multicurrency credit facility was $183.4 million.
The multicurrency credit agreement provides that the revolving facility
will be available for working capital, repayment of other indebtedness and
other general corporate purposes, including co-investments and acquisitions
of businesses. We must obtain approval from the lenders for co-investments
in excess of a specified amount.

        Interest. For purposes of calculating interest, loans under the
multicurrency credit agreement are designated as either Domestic Rate Loans
or Eurocurrency Loans as follows:

        o   loans denominated in U.S. dollars are designated, at our
            election, as either Domestic Rate Loans or Eurocurrency Loans;
            and

        o   loans denominated in currencies other than the U.S. dollar are
            designated Eurocurrency Loans.

Loans under the multicurrency credit facility bear interest at a rate equal to

        o   a base rate, plus

        o   a margin that varies according to the ratio of (i) our debt to
            (ii) our consolidated net income before interest, taxes,
            depreciation and amortization, reasonable non-recurring
            transition costs incurred in connection with the JLW merger and
            the acquisition of Compass and non-cash contributions or
            accruals with respect to deferred profit sharing or
            compensation (as used in this section, "Adjusted EBITDA").

The base rate for Domestic Rate Loans is the greater of

        o   the applicable prime commercial rate; and

        o   the applicable Federal Funds rate plus 50 basis points.

The base rate for Eurocurrency Loans is the British Bankers' Association
Interest Settlement Rate in the relevant currency, as displayed by the
Telerate Service, adjusted for regulatory reserve requirements.

        The following table shows the applicable margins that apply to
revolving loans under the multicurrency credit agreement, depending on our
debt-to-Adjusted EBITDA ratio:



                                    MARGIN
                      -----------------------------------
RATIO OF DEBT TO        EUROCURRENCY      Domestic Rate
                        ------------      -------------
ADJUSTED EBITDA             LOANS             Loans
- - - ---------------             -----             -----
                                (BASIS POINTS)

less than 2.0 to 1.0         100                0
less than 2.5 to 1.0         125                0
less than 3.0 to 1.0         150                0
less than 3.5 to 1.0         175                0
3.5 to 1.0 or greater        225               50


        We use interest rate swaps to convert a portion of the floating
rate indebtedness under the multicurrency credit facility to a fixed rate.
For the year ended December 31, 1999, the effective interest rate under the
multicurrency credit facility was approximately 6.48%. For the six months
ended June 30, 2000, the effective interest rate under the multicurrency
credit facility was 8.2%, including the effect of interest rate swap
agreements. There were no interest rate swap agreements outstanding as of
June 30, 2000.

        Fees. We are required to pay a quarterly commitment fee to the
lenders under the multicurrency credit facility. The commitment fee is
computed as a percentage of the average daily unused commitments. The
applicable percentage ranges from .20% per annum to .45% per annum,
depending on the ratio of our debt to Adjusted EBITDA. We are also required
to pay an issuance fee of .10% of the face amount of any letter of credit
issued under the multicurrency credit facility.

        Repayment. The revolving portion of the multicurrency credit
facility matures on October 15, 2002. We are required to make a mandatory
prepayment of revolving loans in the amount of the proceeds of the sale of
any investment we are permitted to make in accordance with the covenants
under the multicurrency credit facility. We must also prepay revolving
loans on the last day of each calendar quarter if and to the extent the
aggregate amount of the revolving loans, swingline loans and letter of
credit commitments exceeds the revolving credit commitments then in effect.

        Security and Guarantees. The obligations of the issuer under the
multicurrency credit facility have been guaranteed by Jones Lang LaSalle
Incorporated and the subsidiary guarantors.

        Covenants. The multicurrency credit facility contains customary
negative covenants and financial covenants. We are restricted from, among
other things, incurring specified levels of indebtedness to lenders outside
of the credit facility, disposing of a significant portion of our assets
and paying dividends. The financial covenants include requirements that we
maintain:

        o   consolidated net worth at or above a specified minimum (as
            described below);

        o   a ratio of debt to rolling four quarter Adjusted EBITDA not in
            excess of a specified level (as described below);

        o   a ratio of senior debt to rolling four quarter Adjusted EBITDA
            not in excess of a specified level (as described below);

        o   an interest coverage ratio as of the last day of each rolling
            four quarter period not less than 3.00 to 1.00; and

        o   a liquidity ratio not less than a specified minimum (as
            described below).

        We also must maintain a minimum consolidated net worth for the
period December 31, 1999 through December 30, 2000 of $270.0 million. In
subsequent annual periods, the minimum is increased by an amount equal to
50% of our positive net income earned in the most recently completed fiscal
year. The required minimum is also increased by an amount equal to the
proceeds of any issuance by us of capital securities.

        The covenant relating to our debt-to-Adjusted EBITDA ratio provides
as follows with respect to the last day of each rolling four calendar
quarter period within the indicated period:


                                            Debt to Adjusted
                                                 EBITDA
       FROM AND             TO AND         Ratio Shall Not Be
      INCLUDING           INCLUDING           Greater Than
      ---------           ---------           ------------

     July 1, 2000       March 31, 2001        3.50 to 1.00
    April 1, 2001       March 31, 2002        3.25 to 1.00
    April 1, 2002         Thereafter          3.00 to 1.00

        The covenant relating to our senior debt-to-Adjusted EBITDA ratio
provides as follows with respect to the last day of each rolling four
calendar quarter period within the indicated period:


                                             Senior Debt To
                                            Adjusted EBITDA
       FROM AND             To and         Ratio Shall Not Be
      INCLUDING           Including           Greater Than
      ---------           ---------           ------------

     July 1, 2000       March 31, 2001        3.50 to 1.00
    April 1, 2001       March 31, 2002        3.00 to 1.00
    April 1, 2002         Thereafter          2.75 to 1.00

        The covenant relating to our liquidity ratio provides as follows
with respect to the last day of each rolling four calendar quarter period
within the indicated period:


                                            Liquidity Ratio
     FROM AND              To and            Shall Not Be
     INCLUDING            Including            Less Than
     ---------            ---------            ---------

   April 1, 2000      December 31, 2000      1.00 to 1.00
  January 1, 2001     December 31, 2001      1.10 to 1.00
  January 1, 2002        Thereafter          1.15 to 1.00

        Our liquidity ratio is the ratio, computed for the most recent four
calendar quarters, of

        o   our Adjusted EBITDA, to

        o   the sum of our interest expense, capital expenditures, cash
            taxes, cash component of the purchase price of any acquisition,
            portion of indebtedness due and payable, aggregate amount of
            cash dividends and other cash distributions and the aggregate
            principal amount of all investments not constituting
            acquisitions, reduced by the amount of proceeds of the
            disposition of all or any part of any investment not
            constituting an acquisition.

        Events of Default. The multicurrency credit facility provides for
acceleration upon the occurrence of customary events of default, including
a default under the indenture.

OTHER CREDIT FACILITIES

        We also have various overdraft facilities and short term credit
facilities in Europe and Asia Pacific. The aggregate amount available under
these facilities is approximately $41.0 million, of which $15.2 million was
outstanding as of June 30, 2000. Borrowings under these facilities are
currently limited to $50.0 million by the terms of the multicurrency credit
facility.


                 CORPORATE STRUCTURE-ISSUER AND GUARANTORS

        The following chart shows the relationship among the issuer, Jones
Lang LaSalle Incorporated, the subsidiary guarantors and the other
principal operating subsidiaries of Jones Lang LaSalle Incorporated as of
September 30, 2000:



[CHART DEPICTING DIRECT AND INDIRECT OWNERSHIP BY JONES
LANG LA SALLE INCORPORATED OF THE ISSUER, THE SUBSIDIARY
GUARANTORS AND THE OTHER PRINCIPAL OPERATING
SUBSIDIARIES OF JONES LANG LA SALLE INCORPORATED]



                          DESCRIPTION OF THE NOTES

        The old notes were, and the new notes will be, issued under an
indenture, dated as of July 26, 2000, among the issuer, Jones Lang LaSalle
Incorporated ("JLL"), as parent guarantor, the other Guarantors named below
and The Bank of New York, as trustee. The form and terms of the new notes
are identical in all material respects to the form and terms of the old
notes, except that the new notes:

        o   will have been registered under the Securities Act;

        o   will not bear restrictive legends restricting their transfer
            under the Securities Act;

        o   will not be entitled to the registration rights that apply to
            the old notes; and

        o   will not contain provisions relating to an increase in the
            interest rate borne by the old notes under circumstances
            related to the timing of the exchange offer.

        The following summary of certain provisions of the indenture does
not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the indenture, including
the definitions of certain terms therein and those terms made a part
thereof by the Trust Indenture Act. Copies of the indenture and the
registration rights agreement may be obtained by following the instructions
under "Where You Can Find More Information" and "Information Incorporated
by Reference." For definitions of certain capitalized terms used in the
following summary, see "-Certain Definitions." Except as otherwise
indicated, the following summary relates to both the old notes and the new
notes.

GENERAL

        The notes are unsecured unsubordinated obligations of the issuer,
initially limited to [EURO]165.0 million aggregate principal amount, and
mature on June 15, 2007. The redemption price of the notes at maturity will
be equal to 100% of their outstanding principal amount. Each note bears
interest at 9% per annum from July 26, 2000 or from the most recent date to
which interest has been paid or provided for, payable semiannually (to
holders of record at the close of business on the June 1 or December 1
immediately preceding the interest payment date) on June 15 and December 15
of each year, commencing December 15, 2000.

        The paying agents for the notes will initially be: (i) in The City
of New York, The Bank of New York located at 101 Barclay Street, New York,
New York 10286; (ii) in London, The Bank of New York, London Branch,
located at One Canada Square, 48th Floor, London E14 5AL, United Kingdom;
and (iii) in Luxembourg, as long as the notes are listed on the Luxembourg
Stock Exchange, Kredietbank S.A. Luxembourgeoise, located at 43, Boulevard
Royal, L-2955 Luxembourg. Principal of, premium, if any, and interest on
the notes is payable at the offices of the paying agents for the notes;
provided that payment of interest may be made by check mailed to the
holders of notes at their addresses as they appear in the security
register.

        The notes may be presented for registration of transfer or for
exchange (i) at the office or agency in The City of New York maintained for
such purposes by the issuer (which office will initially be the office of
The Bank of New York set forth in the immediately preceding paragraph) and
(ii) as long as the notes are listed on the Luxembourg Stock Exchange, the
office or agency of the Luxembourg paying and transfer agent (which shall
initially be Kredietbank S.A. Luxembourgeoise located at the address set
forth in the immediately preceding paragraph).

        The notes will be issued only in fully registered form, without
coupons, in denominations of [EURO]1,000 of principal amount and any
integral multiple thereof. See "-- Book-Entry; Delivery and Form." No
service charge will be made for any registration of transfer or exchange of
notes, but the issuer may require payment of a sum sufficient to cover any
transfer tax or other similar governmental charge payable in connection
therewith.

        Subject to the covenants described below under "-- Covenants" and
applicable law, the issuer may issue additional notes under the indenture.
The new notes offered hereby and any additional notes subsequently issued,
together with any old notes that remain outstanding after the exchange
offer, would be treated as a single class for all purposes under the
indenture.

        Application has been made to list the new notes on the Luxembourg
Stock Exchange. The old notes were accepted for listing in accordance with
the rules of the Luxembourg Stock Exchange effective July 26, 2000.

OPTIONAL REDEMPTION

        The notes will be redeemable, at the issuer's option, in whole or
in part, at any time or from time to time, on or after June 15, 2004 and
prior to maturity, upon not less than 30 nor more than 60 days' prior
notice mailed by first class mail to each holder's last address as it
appears in the security register, at the following redemption prices
(expressed in percentages of principal amount), plus accrued and unpaid
interest, if any, to the redemption date (subject to the rights of holders
of record on the relevant regular record date that is on or prior to the
redemption date to receive interest due on the relevant interest payment
date), if redeemed during the 12-month period commencing June 15 of the
years set forth below:


YEAR                                                 REDEMPTION PRICE

2004                                                     104.500%
2005                                                     102.250%
2006 and thereafter                                      100.000%


        In addition, at any time prior to June 15, 2003, the issuer may
redeem up to 35% of the principal amount of the notes (including additional
notes, if any) with the Net Cash Proceeds of one or more sales of Capital
Stock (other than Disqualified Stock) of JLL to a person other than JLL or
any of its Subsidiaries, at any time or from time to time in part, at a
redemption price (expressed as a percentage of principal amount) of
109.000%, plus accrued and unpaid interest to the redemption date (subject
to the rights of holders of record on the relevant regular record date that
is on or prior to the redemption date to receive interest due on the
relevant interest payment date); provided that at least 65% of the
aggregate principal amount of notes (including additional notes, if any)
originally issued remains outstanding after each such redemption and notice
of any such redemption is mailed within 90 days of each such sale of
Capital Stock.

        In the event that (i) as a result of any change in, or amendments
to, any laws or treaties (or any regulations or rulings promulgated under
any laws or treaties) or any change in official position regarding the
application of such laws, treaties, regulations or rulings (including a
holding, judgment or order by a court of competent jurisdiction), which
change, amendment, application or interpretation becomes effective after
the Closing Date, the issuer has become or would become obligated to pay,
on or prior to the next date on which any amount would be payable under or
with respect to the notes, any Additional Amounts (as defined under "--
Payment of Additional Amounts"), and (ii) the issuer cannot reasonably
arrange (without other material adverse consequences to the issuer or JLL)
for another obligor to make such payment so as to avoid the requirement to
pay such Additional Amounts, the issuer may redeem all, but not less than
all, the notes at any time at 100% of the principal amount thereof,
together with accrued interest thereon, if any, to the redemption date
(subject to the rights of holders of record on the relevant record date
that is on or prior to the redemption date to receive interest due on the
relevant interest payment date). See "-- Payment of Additional Amounts."

        The notes will be redeemable at any time, at the option of the
issuer, in whole or from time to time in part, upon not less than 30 nor
more than 60 days' prior notice, on any date prior to their maturity at a
redemption price equal to the sum of 100% of the principal amount thereof
and the Applicable Premium and any accrued and unpaid interest, to the date
of redemption (subject to the rights of holders of record on the relevant
record date that is on or prior to the redemption date to receive interest
due on the relevant interest payment date).

        "Applicable Premium" means, with respect to a note on any
redemption date, the greater of:

        o   1.0% of the principal amount of such note; and

        o   the excess of:

            --   the present value at such redemption date of the
                 redemption price of such note at June 15, 2004, plus all
                 required interest payments that would otherwise be due to
                 be paid on such note during the period between the
                 redemption date and June 15, 2004 excluding accrued but
                 unpaid interest, computed using a discount rate equal to
                 the Bund Rate, at such redemption date, plus 75 basis
                 points, over

            --   the principal amount of the note (or portion thereof)
                 being redeemed.

        "Bund Rate" means the yield to maturity as of the redemption date
of direct obligations of the Republic of Germany (Bunds or Bundesanleihen)
with a fixed maturity most nearly equal to the period from such redemption
date to June 15, 2004; provided that if there are no such obligations the
rate determined by linear interpolation between the rates borne by the two
direct obligations of the Republic of Germany maturing closest to, but
straddling such date; and provided further that if the period from the
redemption date to June 15, 2004 is less than one year, the weekly average
yield on actually traded direct obligations of the Republic of Germany
adjusted to a constant maturity of one year.

        The Applicable Premium will be calculated by an independent
investment banking institution of national standing appointed by the
issuer; provided that if the issuer fails to make the appointment at least
45 business days prior to the date of redemption, or if the institution so
appointed is unwilling or unable to make the calculation, the calculation
will be made by Morgan Stanley & Co. Incorporated or, if such firm is
unwilling or unable to make the calculation, by an independent investment
banking institution of national standing appointed by the trustee.

        If the Bund Rate is not available as described above, then the Bund
Rate will be calculated by interpolation of comparable rates selected by
the independent investment banking institution.

        In the case of any partial redemption, selection of the notes for
redemption will be made by the trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the notes
are listed or, if the notes are not listed on a national securities
exchange, by lot or by such other method as the trustee in its sole
discretion shall deem to be fair and appropriate; provided that no note of
[EURO]1,000 in principal amount or less shall be redeemed in part. If any
note is to be redeemed in part only, the notice of redemption relating to
such note shall state the portion of the principal amount thereof to be
redeemed. A new note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the holder thereof upon cancellation
of the original note.

        Any notice provided in connection with any of the optional
redemption provisions described above will be made in accordance with the
terms of the indenture and the procedures described under "-- Notices." In
addition, as long as the notes are listed on the Luxembourg Stock Exchange,
the issuer will notify the Luxembourg Stock Exchange of any changes in the
outstanding principal amount of the notes as a result of any optional
redemption.

GUARANTEES

        The payment and performance in full when due of the issuer's
obligations under the indenture and the notes will be fully and
unconditionally guaranteed on an unsecured unsubordinated basis by JLL, as
parent guarantor, and the other Guarantors who are set forth in the
definition of "Guarantors" below. The obligations of each Guarantor will be
limited to the maximum amount which, after giving effect to all of its
other contingent and fixed liabilities and after giving effect to any
collections from or payments made by or on behalf of the issuer in respect
of the obligations of the issuer under the indenture, will result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under applicable law.

SINKING FUND

        There will be no sinking fund payments for the notes.

REGISTRATION RIGHTS

        For the benefit of the holders of the old notes, the issuer and the
Guarantors entered into a registration rights agreement, dated July 19,
2000, with Morgan Stanley & Co. International Limited, Bank of America
International Limited, BMO Nesbitt Burns Corp. and Chase Manhattan
International Limited, the placement agents for the offering of the old
notes. The registration rights agreement provides that the issuer and the
Guarantors will use their best efforts, at their cost, to file and cause to
become effective a registration statement with respect to a registered
offer (the "Exchange Offer") to exchange the old notes for an issue of
unsubordinated notes of the issuer on terms specified in the registration
rights agreement. The exchange offer to which this prospectus relates is
intended to satisfy the requirements for the Exchange Offer under the
registration rights agreement.

        In the event that applicable interpretations of the staff of the
SEC do not permit the issuer and the Guarantors to effect the Exchange
Offer, or under certain other circumstances, the issuer and the Guarantors
shall, at their cost, use their best efforts to cause to become effective a
shelf registration statement (the "Shelf Registration Statement") with
respect to resales of the old notes and to keep such Shelf Registration
Statement effective until the expiration of the time period referred to in
Rule 144(k) under the Securities Act after the Closing Date, or such
shorter period that will terminate when all of the old notes covered by the
Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement. The issuer shall, in the event of such a shelf
registration, provide to each holder of old notes copies of the related
prospectus, notify each holder when the Shelf Registration Statement for
the old notes has become effective and take certain other actions as are
required to permit resales of the old notes. A holder that sells its old
notes pursuant to the Shelf Registration Statement generally will be
required to be named as a selling security holder in the related prospectus
and to deliver a prospectus to purchasers, will be subject to civil
liability provisions under the Securities Act in connection with those
sales and will be bound by the applicable provisions of the registration
rights agreement (including indemnification obligations).

        In the event that the Exchange Offer is not consummated and a Shelf
Registration Statement is not declared effective on or prior to the date
that is six months after the Closing Date, the annual interest rate borne
by the old notes will be increased by .5% per annum until the Exchange
Offer is consummated or the Shelf Registration Statement is declared
effective. Notice of any such increase in the interest rate on the old
notes will be published as described under "-- Notices."

        The foregoing summary of selected provisions of the registration
rights agreement does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the
registration rights agreement.

RANKING

        The notes will rank equally with all other senior Indebtedness of
the issuer. At June 30, 2000, assuming that the offering of the old notes
had been completed, the net proceeds therefrom were applied to repay
Indebtedness under the term portion of the Credit Agreement, the issuer had
become the borrower under the Credit Agreement and assumed the remaining
outstanding Indebtedness thereunder and the repayment of the remaining
Indebtedness under the term portion of the Credit Agreement with the
proceeds from borrowings under the revolving portion of the Credit
Agreement, the issuer would have had $181.1 million of outstanding
Indebtedness (other than the notes), all of which would have ranked equally
with the notes.

        The Indebtedness evidenced by each Note Guarantee will rank equally
with all other senior Indebtedness of the applicable Guarantor. Each
Guarantor also guarantees the outstanding Indebtedness of the issuer under
the Credit Agreement. At June 30, 2000, assuming that the offering of the
old notes had been completed, the net proceeds therefrom were applied to
repay Indebtedness under the term portion of the Credit Agreement, the
issuer had become the borrower under the Credit Agreement and assumed the
remaining outstanding Indebtedness thereunder and the repayment of the
remaining Indebtedness under the term portion of the Credit Agreement with
the proceeds from borrowings under the revolving portion of the Credit
Agreement, the Guarantors would have had $4.1 million of outstanding
Indebtedness (excluding the guarantees of Indebtedness under the Credit
Agreement and the notes), all of which would have ranked equally with the
Note Guarantees.

        The notes and each Note Guarantee will be effectively junior to any
Indebtedness or other liabilities of subsidiaries of the issuer and the
applicable Guarantor, respectively, that do not guarantee the notes. The
issuer does not have any subsidiaries and will not have any subsidiaries
immediately following the exchange offer. The notes and the Note Guarantees
will also be effectively junior to our secured Indebtedness. At June 30,
2000, assuming that the offering of the old notes had been completed, the
net proceeds therefrom were applied to repay Indebtedness under the term
portion of the Credit Agreement, the issuer had become the borrower under
the Credit Agreement and assumed the remaining outstanding Indebtedness
thereunder and the repayment of the remaining Indebtedness under the term
portion of the Credit Agreement with the proceeds from borrowings under the
revolving portion of the Credit Agreement, the non-guarantor subsidiaries
would have had $11.5 million of outstanding Indebtedness and $119.2 million
of other liabilities, and JLL and its consolidated subsidiaries would have
had no secured indebtedness other than $3.4 million of Capitalized Lease
Obligations.

        Although the indenture and the Credit Agreement limit the amount of
additional Indebtedness which JLL and the Restricted Subsidiaries can
Incur, under certain circumstances the amount of such additional
Indebtedness could be substantial. See "Covenants -- Limitation on
Indebtedness."

CERTAIN DEFINITIONS

        Set forth below is a summary of certain of the defined terms used
in the covenants and other provisions of the indenture. Reference is made
to the indenture for the full definition of all terms.

        "Acquired Indebtedness" means Indebtedness of a person existing at
the time such person becomes a Restricted Subsidiary or assumed in
connection with an Asset Acquisition by a Restricted Subsidiary; provided
that Indebtedness of such person which is redeemed, defeased, retired or
otherwise repaid at the time of or immediately upon consummation of the
transactions by which such person becomes a Restricted Subsidiary or such
Asset Acquisition shall not be Acquired Indebtedness.

        "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of JLL and its Restricted Subsidiaries for
such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income
(without duplication):

           (i) the net income (or loss) of any person (other than JLL) that
        is not a Restricted Subsidiary, except to the extent of the amount
        of dividends or other distributions actually paid to JLL or any of
        its Restricted Subsidiaries by such person during such period;

           (ii)the net income (or loss) of any person accrued prior to the
        date it becomes a Restricted Subsidiary or is merged into or
        consolidated with JLL or any of its Restricted Subsidiaries or all
        or substantially all of the property and assets of such person are
        acquired by JLL or any of its Restricted Subsidiaries;

           (iii) the net income of any Restricted Subsidiary (other than a
        Guarantor) to the extent that the declaration or payment of
        dividends or similar distributions by such Restricted Subsidiary of
        such net income is not at the time permitted by the operation of
        the terms of its charter or any agreement, instrument, judgment,
        decree, order, statute, rule or governmental regulation applicable
        to such Restricted Subsidiary;

           (iv) any gains or losses (on an after-tax basis) attributable to
        Asset Sales;

           (v) solely for purposes of calculating the amount of Restricted
        Payments that may be made pursuant to clause (C) of the first
        paragraph of the "Limitation on Restricted Payments" covenant
        described below (x) any amount paid or accrued as dividends on
        preferred stock of JLL owned by persons other than JLL and any of
        its Restricted Subsidiaries and (y) all non-cash contributions and
        accruals to or with respect to deferred profit sharing or
        compensation in connection with the JLW Acquisition;

           (vi) all extraordinary gains and extraordinary losses (on an
        after-tax basis);

           (vii) except for purposes of calculating the Interest Coverage
        Ratio, any gains or losses (on an after-tax basis) attributable to
        sales of Investments to the extent of any net cash proceeds
        included in the calculation under clause (C)(3) of the "Limitation
        on Restricted Payments" covenant or any gains or losses (on an
        after-tax basis) attributable to sales of Permitted Investments to
        the extent of any net cash proceeds included in the calculation
        under clause (vii)(4) of the definition of "Permitted Investments";
        and

           (viii) the cumulative effect of a change in accounting
        principles.

        "Affiliate" means, as applied to any person, any other person
directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as applied to any person,
means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such person, whether
through the ownership of voting securities, by contract or otherwise.

        "Asset Acquisition" means (i) an Investment by JLL or any of its
Restricted Subsidiaries in any other person pursuant to which such person
shall become a Restricted Subsidiary or shall be merged into or
consolidated with JLL or any of its Restricted Subsidiaries or (ii) an
acquisition by JLL or any of its Restricted Subsidiaries of the property
and assets of any person (other than JLL or any of its Restricted
Subsidiaries) that constitute substantially all of a division or line of
business of such person.

        "Asset Disposition" means the sale or other disposition by JLL or
any of its Restricted Subsidiaries (other than to JLL or a Restricted
Subsidiary) of (i) all or substantially all of the Capital Stock of any
Restricted Subsidiary or (ii) all or substantially all of the property and
assets that constitute a division or line of business of JLL or any of its
Restricted Subsidiaries.

        "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction)
in one transaction or a series of related transactions by JLL or any of its
Restricted Subsidiaries to any person other than JLL or any of its
Restricted Subsidiaries of (i) all or any of the Capital Stock of any
Restricted Subsidiary (other than any director's qualifying shares or
Capital Stock held by foreign nationals or employees to the extent required
by applicable law in order to conduct business as conducted at the time of
issuance of such shares), (ii) all or substantially all of the property and
assets of an operating unit or business of JLL or any of its Restricted
Subsidiaries or (iii) any other property and assets (other than the Capital
Stock or other Investment in an Unrestricted Subsidiary) of JLL or any of
its Restricted Subsidiaries outside the ordinary course of business of JLL
or such Restricted Subsidiary and, in each case, that is not governed by
the provisions of the indenture applicable to mergers, consolidations and
sales of assets; provided that "Asset Sale" shall not include (a) sales or
other dispositions of inventory, receivables and other current assets, (b)
sales, transfers or other dispositions of assets permitted to be made under
the "Limitation on Restricted Payments" covenant, (c) sales or other
dispositions of assets for consideration at least equal to the fair market
value of the assets sold or disposed of, to the extent that the
consideration received would satisfy clause (i)(B) of the "Limitation on
Asset Sales" covenant, (d) a transaction constituting a Change of Control,
provided that the issuer or its successor complies with the provisions of
the "Repurchase of Notes upon a Change of Control" or (e) disposition of
obsolete, uneconomical, worn out or surplus property or equipment.

        "Average Life" means, at any date of determination with respect to
any debt security, the quotient obtained by dividing (i) the sum of the
products of the number of years from such date of determination to the
dates of each successive scheduled principal payment of such debt security
and the amount of such principal payment by (ii) the sum of all such
principal payments.

        "Board of Directors" means the board of directors of JLL or any
authorized committee thereof.

        "Capital Stock" means, with respect to any person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in the equity of such person, whether
outstanding on the Closing Date or issued thereafter, including, without
limitation, all common stock and preferred stock.

        "Capitalized Lease" means, as applied to any person, any lease of
any property (whether real, personal or mixed) which, in conformity with
GAAP, is required to be capitalized on the balance sheet of such person.

        "Capitalized Lease Obligations" means, with respect to any person
on any date of determination, the amount of such person's liabilities under
Capitalized Leases, determined in accordance with GAAP.

        "Change of Control" means such time as (i) with respect to the
issuer, JLL ceases to be the ultimate "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act) of 99% of the total voting power of the
Voting Stock of the issuer or (ii) with respect to JLL, after the Closing
Date, (a) a "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) becomes the ultimate "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total
voting power of the Voting Stock of JLL on a fully diluted basis; or (b)
individuals who on the Closing Date constitute the Board of Directors
(together with any new directors whose election by the Board of Directors
or whose nomination by the Board of Directors for election by JLL's
stockholders was approved by a vote of at least two-thirds of the members
of the Board of Directors then in office who either were members of the
Board of Directors on the Closing Date or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the members of the Board of Directors then in office.

        "Closing Date" means July 26, 2000.

        "Co-Investment" means direct or indirect investments in real estate
or real estate related assets (including securities) in order to attract or
retain investments from clients or prospective clients with respect to
those assets.

        "Compass Acquisition" means the acquisition by JLL and its
Subsidiaries of Compass Management and Leasing, Inc. and companies from
Lend Lease Corporation and its affiliates and all transactions in
connection therewith.

        "Consolidated EBITDA" means, for any period, Adjusted Consolidated
Net Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income: (i) Consolidated
Interest Expense, (ii) income taxes, (iii) depreciation expense, (iv)
amortization expense, (v) all other non-cash items reducing Adjusted
Consolidated Net Income (other than items that will require cash payments
and for which an accrual or reserve is, or is required by GAAP to be, made)
and (vi) non-recurring charges, costs and expenses incurred by JLL and its
Restricted Subsidiaries in connection with the Compass Acquisition and the
JLW Acquisition, less all non-cash items increasing Adjusted Consolidated
Net Income (other than items that represent the reversal of any accrual or
reserve for anticipated cash charges in any prior period), all as
determined on a consolidated basis for JLL and its Restricted Subsidiaries
in conformity with GAAP; provided that, if any Restricted Subsidiary is not
a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced
(to the extent not otherwise reduced in accordance with GAAP) by an amount
equal to (A) the amount of the Adjusted Consolidated Net Income
attributable to such Restricted Subsidiary multiplied by (B) the percentage
ownership interest in the income of such Restricted Subsidiary not owned on
the last day of such period by JLL or any of its Restricted Subsidiaries.

        "Consolidated Free Cash Flow" means, for any period, the
Consolidated EBITDA for such period less, to the extent such amount was
included in calculating such Consolidated EBITDA: (i) Consolidated Interest
Expense and (ii) income taxes, less capital expenditures made during such
period, all as determined on a consolidated basis for JLL and its
Restricted Subsidiaries in conformity with GAAP; provided that, if any
Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,
Consolidated Free Cash Flow shall be reduced (to the extent not otherwise
reduced in accordance with GAAP) by an amount equal to (A) the amount of
the Adjusted Consolidated Net Income attributable to such Restricted
Subsidiary multiplied by (B) the percentage ownership interest in the
income of such Restricted Subsidiary not owned on the last day of such
period by JLL or any of its Restricted Subsidiaries

        "Consolidated Interest Expense" means, for any period, the
aggregate amount of interest in respect of Indebtedness (including, without
limitation, amortization of original issue discount on any Indebtedness and
the interest portion of any deferred payment obligation, calculated in
accordance with the effective interest method of accounting; all
commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing; the net costs
associated with Interest Rate Agreements; and Indebtedness that is
Guaranteed or secured by JLL or any of its Restricted Subsidiaries) and all
but the principal component of rentals in respect of Capitalized Lease
Obligations paid, accrued or scheduled to be paid or to be accrued by JLL
and its Restricted Subsidiaries during such period; excluding, however, (i)
any amount of such interest of any Restricted Subsidiary if the net income
of such Restricted Subsidiary is excluded in the calculation of Adjusted
Consolidated Net Income pursuant to clause (iii) of the definition thereof
(but only in the same proportion as the net income of such Restricted
Subsidiary is excluded from the calculation of Adjusted Consolidated Net
Income pursuant to clause (iii) of the definition thereof) and (ii) any
premiums, fees and expenses (and any amortization thereof) payable in
connection with the offering of the notes, all as determined on a
consolidated basis (without taking into account Unrestricted Subsidiaries)
in conformity with GAAP.

        "Consolidated Net Worth" means, at any date of determination,
stockholders' equity as set forth on the most recently available quarterly
or annual consolidated balance sheet of JLL and its Restricted Subsidiaries
(which shall be as of a date not more than 90 days prior to the date of
such computation, and which shall not take into account Unrestricted
Subsidiaries), less any amounts attributable to Disqualified Stock or any
equity security convertible into or exchangeable for Indebtedness, the cost
of treasury stock and the principal amount of any promissory notes
receivable from the sale of the Capital Stock of JLL or any of its
Restricted Subsidiaries, each item to be determined in conformity with GAAP
(excluding the effects of foreign currency exchange adjustments under
Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 52).

        "Credit Agreement" means the Second Amended and Restated
Multicurrency Credit Agreement dated as of the date of the indenture among
the issuer, the guarantors party thereto, the banks party thereto, Harris
Trust and Savings Bank, as Administrative Agent, Co-Lead Arranger and Joint
Bookrunner, The Chase Manhattan Bank, as Documentation Agent, Bank One,
N.A., as Syndication Agent, Banc One Capital Markets, Inc., as Co-Lead
Arranger and Joint Bookrunner and Chase Securities Inc., as Co-Arranger,
together with any agreements, instruments and documents executed or
delivered pursuant to or in connection with such credit agreement, as such
credit agreement or such agreements, instruments or documents may be
amended, supplemented, extended, restated, renewed or otherwise modified
from time to time and any refinancing, replacement or substitution thereof
or therefor, or of or for any previous refinancing, replacement or
substitution.

        "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement.

        "Default" means any event that is, or after notice or passage of
time or both would be, an Event of Default.

        "Disqualified Stock" means any class or series of Capital Stock of
any person that by its terms or otherwise is (i) required to be redeemed
prior to the Stated Maturity of the notes, (ii) redeemable at the option of
the holder of such class or series of Capital Stock at any time prior to
the Stated Maturity of the notes or (iii) convertible into or exchangeable
for Capital Stock referred to in clause (i) or (ii) above or Indebtedness
having a scheduled maturity prior to the Stated Maturity of the notes;
provided that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to
require such person to repurchase or redeem such Capital Stock upon the
occurrence of an "Asset Sale" or "Change of Control" occurring prior to the
Stated Maturity of the notes shall not constitute Disqualified Stock if the
"Asset Sale" or "Change of Control" provisions applicable to such Capital
Stock are not materially more favorable to the holders of such Capital
Stock than the provisions contained in "Limitation on Asset Sales" and
"Repurchase of Notes upon a Change of Control" covenants described below
and such Capital Stock specifically provides that such person will not
repurchase or redeem any such stock pursuant to such provision prior to the
issuer's repurchase of such notes as are required to be repurchased
pursuant to the "Limitation on Asset Sales" and "Repurchase of Notes upon a
Change of Control" covenants described below.

        "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to
buy, as determined in good faith, in the case of any valuation of $1
million or less, by an executive officer of JLL and evidenced by an
officers' certificate, or, in the case of any valuation of more than $1
million, by the Board of Directors and evidenced by a board resolution, in
either such case whose determination shall be conclusive.

        "Foreign Subsidiary" means any Subsidiary of JLL that is organized
under the laws of a jurisdiction other than the United States or any state
thereof.

        "GAAP" means generally accepted accounting principles in the United
States of America as applied by JLL as of the Closing Date, including,
without limitation, those set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity
as approved by a significant segment of the accounting profession. All
ratios and computations contained or referred to in the indenture shall be
computed in conformity with GAAP applied on a consistent basis, except that
calculations made for purposes of determining compliance with the terms of
the covenants and with other provisions of the indenture shall be made
without giving effect to (i) the amortization of any expenses incurred in
connection with the offering of the notes and (ii) except as otherwise
provided, the amortization of any amounts required or permitted by
Accounting Principles Board Opinion Nos. 16 and 17.

        "Government Obligations" means securities that are direct and
unconditional obligations of a European Union member country on the date of
the indenture (other than Greece, Portugal or Spain) and are not callable
or redeemable at the option of the issuer thereof.

        "Guarantee" means any obligation, contingent or otherwise, of any
person directly or indirectly guaranteeing any Indebtedness of any other
person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such person (i)
to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase
assets, goods, securities or services (unless such purchase arrangements
are on arm's-length terms and are entered into in the ordinary course of
business), to take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for purposes of assuring in any other
manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a corresponding meaning.

        "Guarantors" means JLL, as parent guarantor, Jones Lang LaSalle
Americas, Inc., a Maryland corporation, LaSalle Investment Management,
Inc., a Maryland corporation, Jones Lang LaSalle International, Inc., a
Delaware corporation, Jones Lang LaSalle Co-Investment, Inc., a Maryland
corporation, LaSalle Hotel Advisors, Inc., a Maryland corporation, Jones
Lang LaSalle Limited, a company organized under the laws of England and
Wales, and any other Subsidiary which Guarantees the notes pursuant to the
"Limitation on Issuances of Guarantees by Restricted Subsidiaries"
covenant. If any Subsidiary of JLL becomes a Guarantor, notice thereof will
be published as described under "Notices."

        "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to,
or become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Acquired Indebtedness; provided
that neither the accrual of interest nor the accretion of original issue
discount shall be considered an Incurrence of Indebtedness.

        "Indebtedness" means, with respect to any person at any date of
determination (without duplication):

               (i) all indebtedness of such person for borrowed money;

               (ii) all obligations of such person evidenced by bonds,
           debentures, notes or other similar instruments;

               (iii) all obligations of such person in respect of letters
           of credit or other similar instruments (including reimbursement
           obligations with respect thereto, but excluding obligations with
           respect to letters of credit (including trade letters of credit)
           securing obligations (other than obligations described in (i) or
           (ii) above or (v), (vi) or (vii) below) entered into in the
           ordinary course of business of such person to the extent such
           letters of credit are not drawn upon or, if drawn upon, to the
           extent such drawing is reimbursed no later than the third
           business day following receipt by such person of a demand for
           reimbursement);

               (iv) all obligations of such person to pay the deferred and
           unpaid purchase price of property or services, except Trade
           Payables, which purchase price is due more than six months after
           the date of placing such property in service or taking delivery
           and title thereto or the completion of such services;

               (v) all Capitalized Lease Obligations;

               (vi) all Indebtedness of other persons secured by a Lien on
           any asset of the person with respect to which a determination is
           being made, whether or not such Indebtedness is assumed by such
           person;

           provided that the amount of such Indebtedness shall be the
           lesser of (A) the fair market value of such asset at such date
           of determination and (B) the amount of such Indebtedness;

               (vii) all Indebtedness of other persons Guaranteed by the
           person with respect to which a determination is being made to
           the extent such Indebtedness is Guaranteed by such person; and

               (viii) to the extent not otherwise included in this
           definition, obligations under Currency Agreements and Interest
           Rate Agreements.

The amount of Indebtedness of any person at any date shall be the
outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the
obligation, provided (A) that the amount outstanding at any time of any
Indebtedness issued with original issue discount is the face amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with
GAAP, (B) that money borrowed and set aside at the time of the Incurrence
of any Indebtedness in order to prefund the payment of the interest on such
Indebtedness shall not be deemed to be "Indebtedness" so long as such money
is held to secure the payment of such interest and (C) that Indebtedness
shall not include any liability for federal, state, local or other taxes.

        "Interest Coverage Ratio" means, on any Transaction Date, the ratio
of (i) the aggregate amount of Consolidated EBITDA for the then most recent
four fiscal quarters prior to such Transaction Date for which reports have
been provided to the trustee (the "Four Quarter Period") to (ii) the
aggregate Consolidated Interest Expense during such Four Quarter Period. In
making the foregoing calculation, (A) pro forma effect shall be given to
any Indebtedness Incurred or repaid during the period (the "Reference
Period") commencing on the first day of the Four Quarter Period and ending
on the Transaction Date (other than Indebtedness Incurred under a revolving
credit or similar arrangement (or under any predecessor revolving credit or
similar arrangement) in effect on the last day of such Four Quarter Period
unless any portion of such Indebtedness is projected, in the reasonable
judgment of the senior management of JLL, to remain outstanding for a
period in excess of 12 months from the date of the Incurrence thereof), in
each case as if such Indebtedness had been Incurred or repaid on the first
day of such Reference Period; (B) Consolidated Interest Expense
attributable to interest on any Indebtedness (whether existing or being
Incurred) computed on a pro forma basis and bearing a floating interest
rate shall be computed as if the rate in effect on the Transaction Date
(taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months or, if shorter, at least equal to the remaining term of such
Indebtedness) had been the applicable rate for the entire period; (C) pro
forma effect shall be given to Asset Dispositions and Asset Acquisitions
(including giving pro forma effect to the application of proceeds of any
Asset Disposition) that occur during such Reference Period as if they had
occurred and such proceeds had been applied on the first day of such
Reference Period; and (D) pro forma effect shall be given to asset
dispositions and asset acquisitions (including giving pro forma effect to
the application of proceeds of any asset disposition) that have been made
by any person that has become a Restricted Subsidiary or has been merged
with or into JLL or any Restricted Subsidiary during such Reference Period
and that would have constituted Asset Dispositions or Asset Acquisitions
had such transactions occurred when such person was a Restricted Subsidiary
as if such asset dispositions or asset acquisitions were Asset Dispositions
or Asset Acquisitions that occurred on the first day of such Reference
Period; provided that to the extent that clause (C) or (D) of this sentence
requires that pro forma effect be given to an Asset Acquisition or Asset
Disposition, such pro forma calculation shall be based upon the four full
fiscal quarters immediately preceding the Transaction Date of the person,
or division or line of business of the person, that is acquired or disposed
of for which financial information is available.

        "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate
collar agreement, interest rate hedge agreement, option or future contract
or other similar agreement or arrangement.

        "Investment" in any person means any direct or indirect advance,
loan or other extension of credit (including, without limitation, by way of
Guarantee or similar arrangement; but excluding advances to customers in
the ordinary course of business that are, in conformity with GAAP, recorded
as accounts receivable on the balance sheet of JLL or its Restricted
Subsidiaries) or capital contribution to (by means of any transfer of cash
or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
bonds, notes, debentures or other similar instruments issued by, such
person and shall include (i) the designation of a Restricted Subsidiary as
an Unrestricted Subsidiary and (ii) the retention of the Capital Stock (or
any other Investment) by JLL or any of its Restricted Subsidiaries, of (or
in) any person that has ceased to be a Subsidiary, including without
limitation, by reason of any transaction permitted by clause (iii) of the
"Limitation on the Issuance and Sale of Capital Stock of Restricted
Subsidiaries" covenant. For purposes of the definition of "Unrestricted
Subsidiary" and the "Limitation on Restricted Payments" covenant described
below, the amount of an Investment made or a reduction in an Investment
shall be equal to the fair market value thereof at the time such Investment
is made or reduced, respectively. A change in the form of an Investment
shall not be regarded as a further Investment except to the extent JLL or
any of its Subsidiaries invests any amounts in addition to any existing
Investments.

        "JLW Acquisition" means the acquisition by JLL and its Subsidiaries
of the entities conducting business worldwide under the names "Jones Lang
Wootton" and "JLW" prior to such acquisition and all transactions in
connection therewith.

        "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional
sale or other title retention agreement or lease in the nature thereof or
any agreement to give any security interest).

        "Moody's" means Moody's Investors Service, Inc. and its successors.

        "Net Cash Proceeds" means:

               (i) with respect to any Asset Sale, the proceeds of such
           Asset Sale received by JLL or any Restricted Subsidiary (and
           excluding any amount received by other minority interest
           holders) in the form of cash or cash equivalents, including
           payments in respect of deferred payment obligations (to the
           extent corresponding to the principal, but not interest,
           component thereof) when received in the form of cash or cash
           equivalents and proceeds from the conversion of other property
           received when converted to cash or cash equivalents, net of (A)
           brokerage commissions and other fees and expenses (including
           fees and expenses of accountants, counsel, consultants and
           investment bankers) related to such Asset Sale, (B) provisions
           for all taxes (whether or not such taxes will actually be paid
           or are payable) as a result of such Asset Sale without regard to
           the consolidated results of operations of JLL and its Restricted
           Subsidiaries, taken as a whole, (C) payments made to repay
           Indebtedness or any other obligation outstanding at the time of
           such Asset Sale that either (I) is secured by a Lien on the
           property or assets sold or (II) is required to be paid as a
           result of such sale, and (D) appropriate amounts to be provided
           by JLL or any Restricted Subsidiary as a reserve against any
           liabilities associated with such Asset Sale, including, without
           limitation, pension and other post-employment benefit
           liabilities, liabilities related to environmental matters and
           liabilities under any indemnification obligations associated
           with such Asset Sale, all as determined in conformity with GAAP,
           and

               (ii) with respect to any issuance or sale of Capital Stock,
           the proceeds of such issuance or sale in the form of cash or
           cash equivalents, including payments in respect of deferred
           payment obligations (to the extent corresponding to the
           principal, but not interest, component thereof) when received in
           the form of cash or cash equivalents and proceeds from the
           conversion of other property received when converted to cash or
           cash equivalents, net of attorney's fees, accountants' fees,
           underwriters' or placement agents' fees, discounts or
           commissions and brokerage, consultant and other fees incurred in
           connection with such issuance or sale and net of taxes paid or
           payable as a result thereof.

        "Note Guarantee" means any Guarantee by any of the Guarantors, or
any successor thereto, of the issuer's obligations under the indenture and
the notes.

        "Offer to Purchase" means an offer to purchase notes by the issuer
from the holders thereof commenced by mailing a notice to the trustee and
each holder stating:

               (i) the covenant pursuant to which the offer is being made
           and that all notes validly tendered will be accepted for payment
           on a pro rata basis;

               (ii) the purchase price and the date of purchase (which
           shall be a business day no earlier than 30 days nor later than
           60 days from the date such notice is mailed) (the "Payment
           Date");

               (iii) that any note not tendered will continue to accrue
           interest pursuant to its terms;

               (iv) that, unless the issuer defaults in the payment of the
           purchase price, any note accepted for payment pursuant to the
           Offer to Purchase shall cease to accrue interest on and after
           the Payment Date;

               (v) that holders electing to have a note purchased pursuant
           to the Offer to Purchase will be required to surrender the note,
           together with the form entitled "Option of the Holder to Elect
           Purchase" on the reverse side of the note completed, to the
           paying agent at the address specified in the notice prior to the
           close of business on the business day immediately preceding the
           Payment Date;

               (vi) that holders will be entitled to withdraw their
           election if the paying agent receives, not later than the close
           of business on the third business day immediately preceding the
           Payment Date, a telegram, facsimile transmission or letter
           setting forth the name of such holder, the principal amount of
           notes delivered for purchase and a statement that such holder is
           withdrawing his election to have such notes purchased; and

               (vii) that holders whose notes are being purchased only in
           part will be issued new notes equal in principal amount to the
           unpurchased portion of the notes surrendered; provided that each
           note purchased and each new note issued shall be in a principal
           amount of [EURO]1,000 or integral multiples thereof.

On the Payment Date, the issuer shall (i) accept for payment on a pro rata
basis notes or portions thereof tendered pursuant to an Offer to Purchase;
(ii) deposit with the paying agent money sufficient to pay the purchase
price of all notes or portions thereof so accepted; and (iii) deliver, or
cause to be delivered, to the trustee all notes or portions thereof so
accepted together with an officers' certificate specifying the notes or
portions thereof accepted for payment by the issuer. The paying agent shall
promptly mail to the holders of notes so accepted payment in an amount
equal to the purchase price, and the trustee shall promptly authenticate
and mail to such holders a new note equal in principal amount to any
unpurchased portion of the note surrendered; provided that each note
purchased and each new note issued shall be in a principal amount of
[EURO]1,000 or integral multiples thereof. The issuer will publicly
announce the results of an Offer to Purchase as soon as practicable after
the Payment Date. The trustee shall act as the paying agent for an Offer to
Purchase. The issuer will comply with Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable, in the event that the issuer is
required to repurchase notes pursuant to an Offer to Purchase.

        "Permitted Investment" means:

               (i) an Investment in JLL or a Restricted Subsidiary or a
           person which will, upon the making of such Investment, become a
           Restricted Subsidiary or be merged or consolidated with or into
           or transfer or convey all or substantially all its assets to,
           JLL or a Restricted Subsidiary; provided that such person's
           primary business is related, ancillary or complementary to the
           businesses of JLL and its Restricted Subsidiaries on the date of
           such Investment;

               (ii) Temporary Cash Investments;

               (iii) payroll, travel and similar advances to cover matters
           that are expected at the time of such advances ultimately to be
           treated as expenses in accordance with GAAP;

               (iv) stock, obligations or securities received in
           satisfaction of judgments or received in settlements of debts
           created in the ordinary course of business;

               (v) an Investment in an Unrestricted Subsidiary consisting
           solely of an Investment in another Unrestricted Subsidiary;

               (vi) Interest Rate Agreements and Currency Agreements
           designed solely to protect JLL or its Restricted Subsidiaries
           against fluctuations in interest rates or foreign currency
           exchange rates;

               (vii) Co-Investments; provided that at the time of, and
           after giving effect to, such Co-Investment, the aggregate amount
           of all Co-Investments under this clause (vii) (the amount, if
           other than in cash, to be determined in good faith by the Board
           of Directors, whose determination shall be conclusive and
           evidenced by a board resolution) made after the Closing Date
           shall not exceed:

               (1) $40 million, plus

               (2) on or after January 1, 2001, an additional $40 million, plus

               (3) if greater than zero, the sum of:

                   (a)    35% of the aggregate amount of Consolidated Free
                          Cash Flow (or, if Consolidated Free Cash Flow is
                          negative, minus 100% of the amount of such loss)
                          (determined by excluding income resulting from
                          transfers of assets by JLL or any Restricted
                          Subsidiary to an Unrestricted Subsidiary) accrued
                          on a cumulative basis during the period (taken as
                          one accounting period) beginning on the first day
                          of the fiscal quarter immediately following the
                          Closing Date and ending on the last day of the
                          last fiscal quarter preceding the Transaction
                          Date for which reports have been filed with the
                          SEC or provided to the trustee, and

                   (b)    an amount equal to the net reduction in
                          Co-Investments that constitute Investments
                          (including Investments in an Unrestricted
                          Subsidiary) resulting from payments of interest
                          on Indebtedness, dividends, repayments of loans
                          or advances, or other transfers of assets, in any
                          case to JLL, the issuer or any Restricted
                          Subsidiary or from the net cash proceeds from the
                          sale of any Co-Investment to the extent the gain
                          is not included by the issuer in the calculation
                          under clause (C)(1) of the "Limitation on
                          Restricted Payments" covenant or redesignations
                          of Unrestricted Subsidiaries as Restricted
                          Subsidiaries except to the extent that such
                          redesignation is used in the calculation under
                          clause (C)(3) of the "Limitation on Restricted
                          Payments" covenant (valued in each case as
                          provided in the definition of "Investment");

               (viii) receivables owing to JLL or any Restricted Subsidiary
           if created or acquired in the ordinary course of business and
           payable or dischargeable in accordance with customary trade
           terms; provided that such trade terms may include such
           concessionary trade terms as JLL or any such Restricted
           Subsidiary deems reasonable under the circumstances;

               (ix) Investments in any person, including in the form of
           bonds, notes, debentures and other securities, to the extent
           such Investments represent the non-cash portion of the
           consideration received from an Asset Sale that was made pursuant
           to and in compliance with the covenant described under " -
           Limitation on Asset Sales";

               (x) Investments deemed to have been made as a result of the
           acquisition of a person that at the time of such acquisition
           held instruments constituting Investments that were not acquired
           in contemplation of the acquisition of such person;

               (xi) loans or advances to directors, officers and employees
           made in the ordinary course of business in an aggregate not to
           exceed $10 million at any time outstanding;

               (xii) Investments in prepaid expenses and lease, utility and
           workers' compensation performance and other similar deposits;

               (xiii) Investments consisting of intercompany indebtedness
           not prohibited under the indenture;

               (xiv) Investments consisting of Guarantees of Indebtedness
           of JLL or any Restricted Subsidiary not otherwise prohibited by
           the indenture; and

               (xv) any Investment existing as of the Closing Date, and any
           amendment, modification, extension or renewal thereof to the
           extent such amendment, modification, extension or renewal does
           not require JLL or any Restricted Subsidiary to make any
           additional cash or non-cash payments.

        "Permitted Liens" means:

               (i) Liens for taxes, assessments, governmental charges or
           claims that are not yet due and payable, that are not subject to
           penalties or interest for non-payment or that are being
           contested in good faith by appropriate proceedings and for
           which, if required by GAAP, a reserve or other appropriate
           provision in conformity with GAAP shall have been made;

               (ii) statutory and common law Liens of landlords and
           carriers, warehousemen, mechanics, suppliers, materialmen,
           repairmen or other similar Liens arising in the ordinary course
           of business and deposits made to obtain the release of such
           Liens and with respect to amounts not yet delinquent or being
           contested in good faith by appropriate proceedings and for
           which, if required by GAAP, a reserve or other appropriate
           provision in conformity with GAAP shall have been made;

               (iii) Liens incurred or deposits made in the ordinary course
           of business in connection with workers' compensation,
           unemployment insurance and other types of social security;

               (iv) Liens incurred or deposits made to secure the
           performance of tenders, bids, leases, statutory or regulatory
           obligations, bankers' acceptances, surety and appeal bonds,
           contracts, import duties, payment of rent, performance, letters
           of credit and return-of-money bonds and other obligations of a
           similar nature incurred in the ordinary course of business
           (exclusive of obligations for the payment of borrowed money);

               (v) easements, reservations, rights-of-way, zoning
           ordinances and similar charges, restrictions, exceptions,
           encumbrances, title defects or other irregularities that do not
           materially interfere with the ordinary course of business of JLL
           or any of its Restricted Subsidiaries;

               (vi) Liens (including extensions, renewals and replacements
           thereof) upon real or personal property acquired, constructed,
           leased, repaired or improved after the Closing Date; provided
           that (a) such Lien is created solely for the purpose of securing
           Purchase Money Indebtedness Incurred in accordance with the
           "Limitation on Indebtedness" covenant described below, (b) such
           Lien is created prior to, at the time of or within six months
           after the later of the acquisition, the completion of
           construction, improvement or repair or the commencement of full
           operation of such property and (c) such Lien shall not extend to
           or cover any property or assets other than such item of property
           or assets and any improvements thereon; (viileases or subleases
           granted to others that do not materially interfere with the
           ordinary course of business of JLL and its Restricted
           Subsidiaries, taken as a whole;

               (vii) Liens encumbering property or assets under
           construction arising from progress or partial payments by a
           customer of JLL or its Restricted Subsidiaries relating to such
           property or assets;

               (ix) any interest or title of a lessor in the property
           subject to any Capitalized Lease or operating lease;

               (x) Liens arising from filing Uniform Commercial Code
           financing statements regarding leases;

               (xi) Liens on assets or property of, shares of Capital Stock
           of or Indebtedness owed to, any person existing at the time such
           assets or property are acquired by JLL or any Restricted
           Subsidiary, or such person becomes a Restricted Subsidiary, or
           such person becomes a part of JLL or any Restricted Subsidiary;
           provided that such Liens do not extend to or cover any property
           or assets of JLL or any Restricted Subsidiary other than the
           property or assets so acquired;

               (xii) Liens in favor of JLL or any Restricted Subsidiary;

               (xiii) Liens arising from the rendering of a judgment that
           is not a final judgment or order against JLL or any Restricted
           Subsidiary with respect to which JLL or such Restricted
           Subsidiary is then proceeding with an appeal or other proceeding
           for review or in connection with surety or appeal bonds in
           connection with such attachment or judgment, and Liens arising
           from the rendering of a final judgment or order against JLL or
           any Restricted Subsidiary that does not give rise to an Event of
           Default;

               (xiv) Liens securing reimbursement obligations with respect
           to letters of credit that encumber documents and other property
           relating to such letters of credit and the products and proceeds
           thereof;

               (xv) Liens in favor of customs and revenue authorities
           arising as a matter of law to secure payment of customs duties
           in connection with the importation of goods;

               (xvi) Liens encumbering customary initial deposits and
           margin deposits, and other Liens that are customary in the
           industry and incurred in the ordinary course of business, in
           each case, securing Indebtedness under Interest Rate Agreements
           and Currency Agreements and forward contracts, options, future
           contracts, futures options or similar agreements or arrangements
           designed solely to protect JLL or any of its Restricted
           Subsidiaries from fluctuations in interest rates, currencies or
           the price of commodities;

               (xvii) Liens arising out of conditional sale, title
           retention, consignment or similar arrangements for the sale of
           goods entered into by JLL or any of its Restricted Subsidiaries
           in the ordinary course of business in accordance with the past
           practices of JLL and its Restricted Subsidiaries;

               (xviii) Liens on shares of Capital Stock of any Unrestricted
           Subsidiary to secure Indebtedness of such Unrestricted
           Subsidiary;

               (xix) Liens on or sales of receivables;

               (xx) Liens not otherwise permitted under the "Limitation on
           Liens" covenant on property or assets securing Indebtedness and
           Liens on property or assets securing any Indebtedness Incurred
           in connection with any refinancing, replacement, renewal or
           refunding of such Indebtedness in an aggregate principal amount
           not exceeding $5 million at any time outstanding;

               (xxi) Liens to secure any refinancing (or successive
           refinancings) as a whole, or in part, of any Indebtedness
           secured by any Lien referred to in clauses (xi), (xii) and
           (xxiii) herein; provided that:

                       (A) such new Lien shall be limited to all or part of
                   the same property or assets that secured the original
                   Lien (plus repairs of, or improvements to or on, such
                   property); and

                       (B) the Indebtedness secured by such Lien at such
                   time is not increased to any amount greater than the sum
                   of: (I) the outstanding principal amount or, if greater,
                   committed amount of the Indebtedness secured by Liens
                   described under clauses (xi), (xii) and (xxiii) herein
                   at the time the original Lien became a Permitted Lien
                   and (II) an amount necessary to pay any fees and
                   expenses, including premiums and prepayment penalties,
                   related to such refinancings;

               (xxii) Liens existing on the Closing Date;

               (xxiii) Liens granted after the Closing Date on any assets
           or Capital Stock of JLL or its Restricted Subsidiaries created
           in favor of the holders of the notes;

               (xxiv) Liens securing Indebtedness which is Incurred to
           refinance, extend or renew secured Indebtedness which is
           permitted to be Incurred under clause (b)(iii) of the
           "Limitation on Indebtedness" covenant; provided that such Liens
           do not extend to or cover any property or assets of JLL or any
           Restricted Subsidiary other than the property or assets securing
           the Indebtedness being refinanced; and

               (xxv) Liens on any property or assets of a Restricted
           Subsidiary (other than the issuer or a Guarantor) securing
           Indebtedness of such Restricted Subsidiary permitted under the
           "Limitation on Indebtedness" covenant.

        "Purchase Money Indebtedness" means Indebtedness Incurred to
finance, refinance or refund the cost (including the cost of improvement,
construction or repair) of property or assets; provided that (i) such
Indebtedness is Incurred prior to, at the time of or within six months
after the later of the acquisition, the completion of construction,
improvement or repair or the commencement of full operation of such
property or assets and (ii) the principal amount of such Indebtedness does
not exceed 100% of the cost of such property or assets.

        "Restricted Subsidiary" means any Guarantor other than JLL and each
other Subsidiary of JLL other than an Unrestricted Subsidiary.

        "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, and its successors.

        "Significant Subsidiary" means, at any date of determination, the
issuer, any Guarantor other than JLL and any Restricted Subsidiary that,
together with its Subsidiaries, (i) for the most recent fiscal year of JLL,
accounted for more than 10% of the consolidated revenues of JLL and its
Restricted Subsidiaries or (ii) as of the end of such fiscal year, was the
owner of more than 10% of the consolidated assets of JLL and its Restricted
Subsidiaries, all as set forth on the most recently available consolidated
financial statements of JLL for such fiscal year.

        "Stated Maturity" means, (i) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii)
with respect to any scheduled installment of principal of or interest on
any debt security, the date specified in such debt security as the fixed
date on which such installment is due and payable.

        "Subsidiary" means, with respect to any person, any corporation,
association or other business entity of which more than 50% of the voting
power of the outstanding Voting Stock is owned, directly or indirectly, by
such person and one or more other Subsidiaries of such person.

        "Temporary Cash Investment" means any of the following:

               (i) direct obligations of the United States of America or
           any agency or instrumentality thereof or obligations fully and
           unconditionally guaranteed by the United States of America or
           any agency or instrumentality thereof maturing within one year,
           provided that obligations purchased in connection with a
           defeasance of the notes as provided under "- Defeasance" may
           have maturities of longer than one year;

               (ii) time deposit accounts, certificates of deposit and
           money market deposits maturing within one year of the date of
           acquisition thereof issued by a bank or trust company, and which
           bank or trust company has capital, surplus and undivided profits
           aggregating not less than $50 million (or the foreign currency
           equivalent thereof) and has outstanding debt which is rated "A"
           (or such similar equivalent rating) or higher by at least one
           nationally recognized statistical rating organization (as
           defined in Rule 436 under the Securities Act) or any
           money-market fund sponsored by a registered broker dealer or
           mutual fund distributor;

               (iii) repurchase obligations with a term of not more than 30
           days for underlying securities of the types described in clause
           (i) above entered into with a bank or trust company meeting the
           qualifications described in clause (ii) above;

               (iv) commercial paper, maturing not more than one year after
           the date of acquisition, issued by a person (other than an
           Affiliate of JLL) with a rating at the time as of which any
           investment therein is made of "P-1" (or higher) according to
           Moody's or "A-1" (or higher) according to S&P;

               (v) securities with maturities of one year or less from the
           date of acquisition issued or fully and unconditionally
           guaranteed by any state, commonwealth or territory of the United
           States of America, or by any political subdivision or taxing
           authority thereof, and rated at least "A" by S&P or Moody's;

               (vi) Government Obligations;

               (vii) demand deposit accounts maintained in the ordinary
           course of business; and

               (viii) investments in money market funds that invest solely,
           and which are restricted by their respective charters to invest
           solely, in investments of the type described in the immediately
           preceding subsections (i), (ii), (iv) and (vi) above.

        "Trade Payables" means, with respect to any person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such person or any of its Subsidiaries
arising in the ordinary course of business in connection with the
acquisition of goods or services.

        "Transaction Date" means, with respect to the Incurrence of any
Indebtedness by JLL or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment,
the date such Restricted Payment is to be made.

        "Unrestricted Subsidiary" means (i) any Subsidiary of JLL that at
the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below; and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may
designate any Restricted Subsidiary (including any newly acquired or newly
formed Subsidiary of JLL), other than the issuer or any Guarantor, to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of,
or owns or holds any Lien on any property of, JLL or any Restricted
Subsidiary; provided that (A) any Guarantee by JLL or any Restricted
Subsidiary of any Indebtedness of the Subsidiary being so designated shall
be deemed an "Incurrence" of such Indebtedness and an "Investment" by JLL
or such Restricted Subsidiary (or both, if applicable) at the time of such
designation; (B) either (I) the Subsidiary to be so designated has total
assets of $1,000 or less or (II) if such Subsidiary has assets greater than
$1,000, such designation would be permitted under the "Limitation on
Restricted Payments" covenant described below and (C) if applicable, the
Incurrence of Indebtedness and the Investment referred to in clause (A) of
this proviso would be permitted under the "Limitation on Indebtedness" and
"Limitation on Restricted Payments" covenants described below. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that (i) no Default or Event of Default shall have
occurred and be continuing at the time of or after giving effect to such
designation and (ii) all Liens and Indebtedness of such Unrestricted
Subsidiary outstanding immediately after such designation would, if
Incurred at such time, have been permitted to be Incurred (and shall be
deemed to have been Incurred) for all purposes of the indenture. Any such
designation by the Board of Directors shall be evidenced to the trustee by
promptly filing with the trustee a copy of the board resolution giving
effect to such designation and an officers' certificate certifying that
such designation complied with the foregoing provisions.

        "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer or
its successor thereof at any time prior to the Stated Maturity of the
notes, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such
U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government
Obligation evidenced by such depository receipt.

        "Voting Stock" means with respect to any person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
person.

        "Wholly Owned" means, with respect to any Subsidiary of any person,
the ownership of all of the outstanding Capital Stock of such Subsidiary
(other than any director's qualifying shares or Capital Stock held by
foreign nationals or employees to the extent required by applicable law in
order to conduct business as conducted at the time of issuance of such
shares) by such person or one or more Wholly Owned Subsidiaries of such
person.





COVENANTS

        Limitation on Indebtedness

        (a) JLL will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness (other than the notes, the Note
Guarantees and Indebtedness existing on the Closing Date); provided that
the issuer or any Guarantor may Incur Indebtedness if, after giving effect
to the Incurrence of such Indebtedness and the receipt and application of
the proceeds therefrom, the Interest Coverage Ratio would be greater than
3.0:1.

        (b) Notwithstanding the foregoing, JLL and any Restricted
Subsidiary (except as specified below) may Incur each and all of the
following:

               (i) Indebtedness of the issuer or any Guarantor under the
           Credit Agreement in an aggregate principal amount (together with
           refinancings thereof) not to exceed $275 million, less any
           amount of such Indebtedness permanently repaid as provided under
           the "Limitation on Asset Sales" covenant described below;

               (ii) Indebtedness owed to JLL evidenced by an unsubordinated
           promissory note or to any Restricted Subsidiary; provided that
           any event which results in any such Restricted Subsidiary
           ceasing to be a Restricted Subsidiary or any subsequent transfer
           of such Indebtedness (other than to JLL, the issuer or any
           Restricted Subsidiary) shall be deemed, in each case, to
           constitute an Incurrence of such Indebtedness not permitted by
           this clause (ii);

               (iii) Indebtedness issued in exchange for, or the net
           proceeds of which are used to refinance, replace, renew or
           refund then outstanding Indebtedness (other than Indebtedness
           outstanding under clause (ix) or (x)) and any refinancings
           thereof in an amount not to exceed the amount so refinanced,
           replaced, renewed or refunded (plus premiums, accrued interest,
           prepayment penalties, fees and expenses); provided that
           Indebtedness the proceeds of which are used to refinance or
           refund the notes or Indebtedness that is ranked equally with, or
           subordinated in right of payment to, the notes or any Note
           Guarantee shall only be permitted under this clause (iii) if (A)
           in case the notes and any Note Guarantees are refinanced in part
           or the Indebtedness to be refinanced is ranked equally with the
           notes or any Note Guarantee, such new Indebtedness, by its terms
           or by the terms of any agreement or instrument pursuant to which
           such new Indebtedness is outstanding, is expressly made equal
           to, or subordinate in right of payment to, the remaining notes
           and Note Guarantees, (B) in case the Indebtedness to be
           refinanced is subordinated in right of payment to the notes or
           any Note Guarantee, such new Indebtedness, by its terms or by
           the terms of any agreement or instrument pursuant to which such
           new Indebtedness is issued or remains outstanding, is expressly
           made subordinate in right of payment to the notes and Note
           Guarantees at least to the extent that the Indebtedness to be
           refinanced is subordinated to the notes or such Note Guarantee
           and (C) such new Indebtedness, determined as of the date of
           Incurrence of such new Indebtedness, does not mature prior to
           the Stated Maturity of the Indebtedness to be refinanced,
           replaced, renewed or refunded, and the Average Life of such new
           Indebtedness is at least equal to the remaining Average Life of
           the Indebtedness to be refinanced or refunded; and provided
           further that in no event may Indebtedness of JLL or the issuer
           be refinanced by means of any Indebtedness of any Restricted
           Subsidiary that is not a Guarantor pursuant to this clause
           (iii);

               (iv) Indebtedness (A) in respect of performance, bid, surety
           or appeal bonds and completion guarantees provided in the
           ordinary course of business, (B) under Currency Agreements and
           Interest Rate Agreements; provided that such agreements (a) are
           designed solely to protect JLL or its Restricted Subsidiaries
           against fluctuations in foreign currency exchange rates or
           interest rates and (b) do not increase the Indebtedness of the
           obligor outstanding at any time other than as a result of
           fluctuations in foreign currency exchange rates or interest
           rates or by reason of fees, indemnities and compensation payable
           thereunder; and (C) arising from agreements providing for
           indemnification, adjustment of purchase price or similar
           obligations, or from Guarantees or letters of credit, surety
           bonds or performance bonds securing any obligations of JLL or
           any of its Restricted Subsidiaries pursuant to such agreements,
           in any case Incurred in connection with the disposition of any
           business, assets or Subsidiary (other than Guarantees of
           Indebtedness Incurred by any person acquiring all or any portion
           of such business, assets or Subsidiary for the purpose of
           financing such acquisition), in a principal amount not to exceed
           the gross proceeds actually received by JLL or any Restricted
           Subsidiary in connection with such disposition;

               (v) Indebtedness of JLL or any Restricted Subsidiary, to the
           extent the net proceeds thereof are promptly (A) used to
           purchase notes tendered in an Offer to Purchase made as a result
           of a Change in Control or (B) deposited to defease the notes as
           described below under "Defeasance";

               (vi) Guarantees of the notes and Guarantees of Indebtedness
           of JLL or any Restricted Subsidiary by any Restricted Subsidiary
           provided the Guarantee of such Indebtedness is permitted by and
           made in accordance with the "Limitation on Issuance of
           Guarantees by Restricted Subsidiaries" covenant described below;

               (vii) any Guarantee by JLL of Indebtedness or other
           obligations of any of its Restricted Subsidiaries so long as the
           incurrence of such Indebtedness by such Restricted Subsidiary is
           not prohibited by the terms of the indenture;

               (viii) the Incurrence by JLL and its Restricted Subsidiaries
           of Indebtedness constituting reimbursement obligations with
           respect to letters of credit issued in the ordinary course of
           business, including without limitation letters of credit in
           respect of workers' compensation claims, health, disability or
           other employee benefits or property, casualty or liability
           insurance or self-insurance, or with respect to an agreement to
           provide services, or other claims; provided that upon the
           drawing of such letters of credit or Incurrence of such
           Indebtedness, such obligations are reimbursed within 30 days
           following such drawing or Incurrence;

               (ix) Capitalized Lease Obligations or Purchase Money
           Indebtedness in an aggregate principal amount outstanding not to
           exceed $20 million on any date of determination; and

               (x) Indebtedness of JLL or any Restricted Subsidiary (in
           addition to Indebtedness permitted under clauses (i) through
           (ix) above) in an aggregate principal amount outstanding at any
           time (together with refinancings thereof) not to exceed $40
           million, less any amount of such Indebtedness permanently repaid
           as provided under the "Limitation on Asset Sales" covenant
           described below.

        (c) Notwithstanding any other provision of this "Limitation on
Indebtedness" covenant, the maximum amount of Indebtedness that JLL or a
Restricted Subsidiary may Incur pursuant to this "Limitation on
Indebtedness" covenant shall not be deemed to be exceeded, with respect to
any outstanding Indebtedness due solely to the result of fluctuations in
the exchange rates of currencies.

        (d) For purposes of determining any particular amount of
Indebtedness under this "Limitation on Indebtedness" covenant, (1)
Indebtedness Incurred under the Credit Agreement on or prior to the Closing
Date shall be treated as Incurred pursuant to clause (b)(i) of this
"Limitation on Indebtedness" covenant, (2) Guarantees, Liens or obligations
with respect to letters of credit supporting Indebtedness otherwise
included in the determination of such particular amount shall not be
included and (3) any Liens granted pursuant to the equal and ratable
provisions referred to in the "Limitation on Liens" covenant described
below shall not be treated as Indebtedness. For purposes of determining
compliance with this "Limitation on Indebtedness" covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness described in the above clauses, JLL, in its sole
discretion, shall classify, and from time to time may reclassify, such item
of Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses. Accrual of interest, accretion of
accreted value and payment of interest in the form of additional
Indebtedness will not be deemed an Incurrence of Indebtedness.

        Limitation on Restricted Payments

        JLL will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, (i) declare or pay any dividend or make any
distribution on or with respect to its Capital Stock (other than (x)
dividends or distributions payable solely in shares of its Capital Stock
(other than Disqualified Stock) or in options, warrants or other rights to
acquire shares of such Capital Stock and (y) pro rata dividends or
distributions on Capital Stock of Restricted Subsidiaries held by minority
stockholders) held by persons other than JLL or any of its Restricted
Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire for value
any shares of Capital Stock of (A) JLL, the issuer or any Guarantor
(including options, warrants or other rights to acquire such shares of
Capital Stock) held by any person other than the issuer or any other
Guarantor or (B) a Restricted Subsidiary (other than a Guarantor)
(including options, warrants or other rights to acquire such shares of
Capital Stock) held by any Affiliate of JLL (other than a Wholly Owned
Restricted Subsidiary) or any holder of more than 5% of the Capital Stock
of JLL, (iii) make any voluntary or optional principal payment, or
voluntary or optional redemption, repurchase, defeasance, or other
acquisition or retirement for value, of Indebtedness of any Guarantor that
is subordinated in right of payment to its Note Guarantee or Indebtedness
of the issuer that is subordinate in right of payment to the notes or (iv)
make any Investment, other than a Permitted Investment, in any person (such
payments or any other actions described in clauses (i) through (iv) above
being collectively "Restricted Payments") if, at the time of, and after
giving effect to, the proposed Restricted Payment:

               (A) a Default or Event of Default shall have occurred and be
        continuing,

               (B) JLL could not Incur at least $1.00 of Indebtedness under
        the first paragraph of the "Limitation on Indebtedness" covenant or

               (C) the aggregate amount of all Restricted Payments (the
        amount, if other than in cash, to be determined in good faith by
        the Board of Directors, whose determination shall be conclusive and
        evidenced by a board resolution) made after the Closing Date shall
        exceed the sum of:

                   (1)    50% of the aggregate amount of Adjusted
                          Consolidated Net Income (or, if Adjusted
                          Consolidated Net Income is a loss, minus 100% of
                          the amount of such loss) (determined by excluding
                          income resulting from transfers of assets by JLL
                          or a Restricted Subsidiary to an Unrestricted
                          Subsidiary) accrued on a cumulative basis during
                          the period (taken as one accounting period)
                          beginning on the first day of the fiscal quarter
                          immediately following the Closing Date and ending
                          on the last day of the last fiscal quarter
                          preceding the Transaction Date for which reports
                          have been filed with the SEC or provided to the
                          trustee plus

                   (2)    the aggregate Net Cash Proceeds received by the
                          Issuer or JLL after the Closing Date from a
                          capital contribution or the issuance and sale
                          permitted by the indenture of its Capital Stock
                          (other than Disqualified Stock) from or to a
                          person other than JLL or any Restricted
                          Subsidiary, including an issuance or sale
                          permitted by the indenture of Indebtedness or
                          Disqualified Stock of JLL or the issuer for cash
                          subsequent to the Closing Date upon the
                          conversion of such Indebtedness or Disqualified
                          Stock into Capital Stock (other than Disqualified
                          Stock) of JLL or the issuer, or from the issuance
                          to a person other than JLL or any Restricted
                          Subsidiary of JLL of any options, warrants or
                          other rights to acquire Capital Stock of JLL or
                          the issuer (in each case, exclusive of any
                          Disqualified Stock or any options, warrants or
                          other rights that are redeemable at the option of
                          the holder, or are required to be redeemed, prior
                          to the Stated Maturity of the notes) plus

                    (3)   an amount equal to the net reduction in
                          Investments (other than reductions in Permitted
                          Investments) in any person (including Investments
                          in an Unrestricted Subsidiary) resulting from
                          payments of interest on Indebtedness, dividends,
                          repayments of loans or advances, or other
                          transfers of assets, in each case to JLL, the
                          issuer or any Restricted Subsidiary or from the
                          net cash proceeds from the sale of any such
                          Investment, or from redesignations of
                          Unrestricted Subsidiaries as Restricted
                          Subsidiaries (other than redesignations of
                          Unrestricted Subsidiaries holding Co-Investments
                          to the extent that any such redesignation is used
                          to increase Permitted Investments pursuant to
                          clause (vii)(3)(b) of the definition of
                          "Permitted Investment" (valued in each case as
                          provided in the definition of "Investment")).

        The foregoing provision shall not be violated by reason of:

               (i) the payment of any dividend within 60 days after the
        date of declaration thereof if, at said date of declaration, such
        payment would comply with the foregoing paragraph;

               (ii) the redemption, repurchase, defeasance or other
        acquisition or retirement for value of Indebtedness that is
        subordinated in right of payment to any Note Guarantee or the notes
        including premium, if any, and accrued and unpaid interest thereon,
        with the proceeds of, or in exchange for, Indebtedness Incurred
        under clause (b)(iii) of the "Limitation on Indebtedness" covenant;

               (iii) the repurchase, redemption or other acquisition of
        Capital Stock of any Guarantor, the issuer or an Unrestricted
        Subsidiary (or options, warrants or other rights to acquire such
        Capital Stock) in exchange for, or out of the proceeds of a
        substantially concurrent offering of, shares of Capital Stock
        (other than Disqualified Stock) of JLL (or options, warrants or
        other rights to acquire such Capital Stock);

               (iv) the making of any principal payment or the repurchase,
        redemption, retirement, defeasance or other acquisition for value
        of Indebtedness which is subordinated in right of payment to the
        notes or any Note Guarantee in exchange for, or out of the proceeds
        of, a substantially concurrent offering of, shares of the Capital
        Stock (other than Disqualified Stock) of JLL (or options, warrants
        or other rights to acquire such Capital Stock);

               (v) payments or distributions, to dissenting stockholders
        pursuant to applicable law, pursuant to or in connection with a
        consolidation, merger or transfer of assets that complies with the
        provisions of the indenture applicable to mergers, consolidations
        and transfers of all or substantially all property and assets;

               (vi) Investments acquired in exchange for, or out of the
        proceeds of a substantially concurrent issuance of, Capital Stock
        (other than Disqualified Stock) of JLL;

               (vii) purchases of outstanding Capital Stock (other than
        Disqualified Stock) or options, warrants or other rights to acquire
        such Capital Stock (A) in an amount equivalent to the number of
        shares to be delivered after the Closing Date under JLL's Stock
        Compensation Program, Employee Stock Purchase Plan, Stock Award and
        Incentive Plan and any similar programs or plans approved by the
        Board of Directors and (B) in connection with the satisfaction of
        taxes or other obligations relating to the shares being allocated
        and distributed under the Employee Stock Ownership Trust
        established in connection with the JLW Acquisition in an aggregate
        amount not to exceed $10 million;

               (viii) endorsements of negotiable instruments for collection
        in the ordinary course of business;

               (ix) any purchase, repurchase, redemption, retirement or
        other acquisition for value of Disqualified Stock of JLL or a
        Restricted Subsidiary made by exchange for, or out of the proceeds
        of the substantially concurrent offering of, Disqualified Stock of
        JLL or a Restricted Subsidiary which is permitted to be issued
        pursuant to the indenture; provided that (A) in the case of a
        Change of Control, the issuer shall first comply with its
        obligations described under "- Repurchase of Notes upon a Change of
        Control" and (B) in the case of an Asset Sale, the issuer shall
        comply with its obligations under "Limitations on Asset Sales";

               (x) any purchase, repurchase, redemption, retirement,
        defeasance or other acquisition for value of Indebtedness that is
        subordinated in right of payment to any Note Guarantee or the notes
        including premium, if any, and accrued and unpaid interest upon a
        Change of Control or Asset Sale to the extent required by the
        agreements or instruments governing such Indebtedness; provided
        that (A) in the case of a Change of Control, the issuer shall first
        comply with its obligations described under "- Repurchase of Notes
        upon a Change of Control" and (B) in the case of an Asset Sale, the
        issuer shall comply with its obligations under "Limitations on
        Asset Sales";

               (xi) any repurchase of Capital Stock deemed to occur upon
        the exercise of stock options if such Capital Stock represents a
        portion of the exercise price of such stock options; or

               (xii) other Restricted Payments not exceeding $20 million in
        the aggregate;

provided that, except in the case of clauses (i) and (iii), no Default or
Event of Default shall have occurred and be continuing or occur as a
consequence of the actions or payments set forth therein.

        In determining whether any Restricted Payment is permitted by the
covenant described above, JLL may allocate or reallocate all or any portion
of such Restricted Payment among clauses (i) through (xii) of the
immediately preceding paragraph or among such clauses and the first
paragraph of this section above; provided that at the time of such
allocation or reallocation, all such Restricted Payments, or allocated or
reallocated portions thereof, would be permitted under the various
provisions of the covenant described above.

        Each Restricted Payment permitted pursuant to the second preceding
paragraph (other than the Restricted Payment referred to in clause (ii)
thereof, an exchange of Capital Stock for Capital Stock or Indebtedness
referred to in clause (iii) or (iv) thereof, an Investment acquired as a
capital contribution or in exchange for Capital Stock referred to in clause
(vi) thereof or any purchase, repurchase, redemption, retirement or other
acquisition for value of Disqualified Stock of JLL or a Restricted
Subsidiary made for Disqualified Stock of JLL or a Restricted Subsidiary
pursuant to clause (ix) thereof, and the Net Cash Proceeds from any
issuance of Capital Stock or Disqualified Stock referred to in clauses
(iii), (iv) and (ix)), shall be included in calculating whether the
conditions of clause (C) of the first paragraph of this "Limitation on
Restricted Payments" covenant have been met with respect to any subsequent
Restricted Payments. In the event the proceeds of an issuance of Capital
Stock of JLL are used for the redemption, repurchase or other acquisition
of the notes, or Indebtedness that ranks equally with the notes or any Note
Guarantee, then the Net Cash Proceeds of such issuance shall be included in
clause (C) of the first paragraph of this "Limitation on Restricted
Payments" covenant only to the extent such proceeds are not used for such
redemption, repurchase or other acquisition of Indebtedness.

        Limitation on Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries

        JLL will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions
permitted by applicable law on any Capital Stock of such Restricted
Subsidiary owned by JLL or any other Restricted Subsidiary, (ii) pay any
Indebtedness owed to JLL or any other Restricted Subsidiary, (iii) make
loans or advances to JLL or any other Restricted Subsidiary or (iv)
transfer any of its property or assets to JLL or any other Restricted
Subsidiary.

        The foregoing provisions shall not restrict any encumbrances or
restrictions:

               (i) existing on the Closing Date in the Credit Agreement,
        the indenture or any other agreements in effect on the Closing
        Date, and any extensions, refinancings, renewals or replacements of
        such agreements; provided that the encumbrances and restrictions in
        any such extensions, refinancings, renewals or replacements are no
        less favorable in any material respect to the holders of the notes
        than those encumbrances or restrictions that are then in effect and
        that are being extended, refinanced, renewed or replaced;

               (ii) existing under or by reason of applicable law or
        government regulation;

               (iii) existing with respect to any person or the property or
        assets of such person acquired by JLL or any Restricted Subsidiary,
        existing at the time of such acquisition or at the time such person
        becomes a Restricted Subsidiary and not incurred in contemplation
        thereof, which encumbrances or restrictions are not applicable to
        any person or the property or assets of any person other than such
        person or the property or assets of such person so acquired or that
        becomes a Restricted Subsidiary;

               (iv) in the case of clause (iv) of the first paragraph of
        this "Limitation on Dividend and Other Payment Restrictions
        Affecting Restricted Subsidiaries" covenant, (A) that restrict in a
        customary manner the subletting, assignment or transfer of any
        property or asset that is a lease, license, conveyance or contract
        or similar property or asset, (B) existing by virtue of any
        transfer of, agreement to transfer, option or right with respect
        to, or Lien on, any property or assets of JLL or any Restricted
        Subsidiary not otherwise prohibited by the indenture or (C) arising
        or agreed to in the ordinary course of business, not relating to
        any Indebtedness, and that do not, individually or in the
        aggregate, detract from the value of property or assets of JLL or
        any Restricted Subsidiary in any manner material to JLL or any
        Restricted Subsidiary;

               (v) with respect to a Restricted Subsidiary and imposed
        pursuant to an agreement that has been entered into for the sale or
        disposition of all or substantially all of the Capital Stock of, or
        property and assets of, such Restricted Subsidiary;

               (vi) any restriction on cash, other deposits or net worth
        imposed by customers under contracts entered into in the ordinary
        course of business;

               (vii) contained in the terms of any Indebtedness or any
        agreement pursuant to which such Indebtedness was issued if:

                   (A) the encumbrance or restriction applies only in the
        event of a payment default or a default with respect to a financial
        covenant contained in such Indebtedness or agreement,

                   (B) the encumbrance or restriction is not materially
        more disadvantageous to the holders of the notes than is customary
        in comparable financings (as determined by JLL in good faith) and

                   (C) JLL determines that any such encumbrance or
        restriction will not materially affect the issuer's ability to make
        principal or interest payments on the notes; or

               (viii) any encumbrance or restriction of the type referred
        to in clauses (i) through (iv) of the first paragraph above imposed
        by any amendment, modification, restatement, renewal, increase,
        supplement, refunding, replacement or refinancing of a contract,
        instrument or obligation referred to in clauses (i) through (vii)
        above that is no more restrictive in any material respect than the
        encumbrance or restriction imposed by the applicable predecessor
        contract, instrument or obligation as determined in good faith by
        an executive officer of JLL.

        Nothing contained in this "Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries" covenant shall prevent JLL
or any Restricted Subsidiary from (1) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted in the "Limitation on
Liens" covenant or (2) restricting the sale or other disposition of
property or assets of JLL or any of its Restricted Subsidiaries that secure
Indebtedness of JLL or any of its Restricted Subsidiaries.

        Limitation on the Issuance and Sale of Capital Stock of Restricted
        Subsidiaries

        JLL will not sell, and will not permit any Restricted Subsidiary,
directly or indirectly, to issue or sell, any shares of Capital Stock of a
Restricted Subsidiary other than the issuer (including options, warrants or
other rights to purchase shares of such Capital Stock) except:

               (i) to JLL or any Restricted Subsidiary of which JLL
        directly or indirectly holds at least the same percentage equity
        ownership as the ownership interest which JLL held, directly or
        indirectly, in such Restricted Subsidiary prior to such sale of
        Capital Stock;

               (ii) issuances of director's qualifying shares or issuances
        of Capital Stock to foreign nationals or employees to the extent
        required by applicable law in order to conduct business as
        conducted at the time of issuance of such shares;

               (iii) if, immediately after giving effect to such issuance
        or sale, such Restricted Subsidiary would no longer constitute a
        Restricted Subsidiary and any Investment in such person remaining
        after giving effect to such issuance or sale would have been
        permitted to be made under the "Limitation on Restricted Payments"
        covenant if made on the date of such issuance or sale;

               (iv) sales of Capital Stock (including options, warrants or
        other rights to purchase shares of Capital Stock) of a Restricted
        Subsidiary by JLL, the issuer or a Restricted Subsidiary, provided
        that JLL, the issuer or such Restricted Subsidiary applies the Net
        Cash Proceeds of any such sale in accordance with clause (A) or (B)
        of the "Limitation on Asset Sales" covenant; or

               (v) issuances and sales of Capital Stock (including options,
        warrants or other rights to purchase shares of Capital Stock) of a
        special purpose Restricted Subsidiary holding no assets other than
        Co-Investments (including any proceeds thereof).

        Limitation on Issuances of Guarantees by Restricted Subsidiaries

        JLL will not permit any Restricted Subsidiary, other than the
issuer or another Guarantor, directly or indirectly, to Guarantee any
Indebtedness of JLL or any other Restricted Subsidiary which ranks equally
with or subordinate in right of payment to the notes or the Note Guarantees
("Guaranteed Indebtedness"), unless and to the extent such Restricted
Subsidiary could incur Indebtedness under the "Limitation of Indebtedness"
covenant, unless (i) such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture providing for a Guarantee (a "Subsidiary
Guarantee") of payment of the notes by such Restricted Subsidiary and (ii)
such Restricted Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against JLL or any other
Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee; provided that this paragraph
will not apply to any Guarantee of any Restricted Subsidiary that existed
at the time such person became a Restricted Subsidiary and was not Incurred
in connection with, or in contemplation of, such person becoming a
Restricted Subsidiary or to any Guarantee issued in connection with the
refinancing of any such obligation. If the Guaranteed Indebtedness (A)
ranks equally with any Note Guarantees or the notes, then the Guarantee of
such Guaranteed Indebtedness shall rank equally with, or be subordinated
to, the Subsidiary Guarantee or (B) is subordinated to any Note Guarantee
or the notes, then the Guarantee of such Guaranteed Indebtedness shall be
subordinated to the Subsidiary Guarantee at least to the extent that the
Guaranteed Indebtedness is subordinated to such Note Guarantee or the
notes.

        Notwithstanding the foregoing, any Subsidiary Guarantee by a
Restricted Subsidiary may provide by its terms that it shall be
automatically and unconditionally released and discharged upon (i) any
sale, exchange or transfer, to any person not an Affiliate of JLL, of all
of JLL's and each Restricted Subsidiary's Capital Stock in, or all or
substantially all the assets of, such Restricted Subsidiary (which sale,
exchange or transfer is not prohibited by the indenture) or (ii) the
release or discharge of the Guarantee which resulted in the creation of
such Subsidiary Guarantee, except a discharge or release by or as a result
of payment under such Guarantee.

        If any Restricted Subsidiary provides a Subsidiary Guarantee
pursuant to the provisions described above, notice thereof will be
published as described under "- Notices."

        Limitation on Transactions with Shareholders and Affiliates

        JLL will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into, renew or extend any transaction
(including, without limitation, the purchase, sale, lease or exchange of
property or assets, or the rendering of any service) with any Affiliate of
JLL or any Restricted Subsidiary, except upon fair and reasonable terms no
less favorable to JLL or such Restricted Subsidiary than could be obtained,
at the time of such transaction or, if such transaction is pursuant to a
written agreement, at the time of the execution of the agreement providing
therefor, in a comparable arm's-length transaction with a person that is
not such an Affiliate.

        The foregoing limitation does not limit, and shall not apply to:

               (i) transactions (A) approved by a majority of the
        disinterested members of the Board of Directors or (B) for which
        JLL or a Restricted Subsidiary delivers to the trustee a written
        opinion of a nationally recognized investment banking firm stating
        that the transaction is fair to JLL or such Restricted Subsidiary
        from a financial point of view;

               (ii) any transaction solely between JLL and any of its
        Restricted Subsidiaries or solely between Restricted Subsidiaries;

               (iii) the payment of reasonable and customary fees,
        compensation and benefits, indemnities provided for the benefit of,
        or other compensation to directors of JLL who are not employees of
        JLL and the payment of reasonable employee compensation and
        benefits taken in the aggregate;

               (iv) any payments or other transactions pursuant to any
        tax-sharing agreement between JLL and any other person with which
        JLL files a consolidated tax return or with which JLL is part of a
        consolidated group for tax purposes;

               (v) any sale of shares of Capital Stock (other than
        Disqualified Stock) of JLL and its Restricted Subsidiaries or the
        issuer;

               (vi) any Permitted Investment or Restricted Payments not
        prohibited by the "Limitation on Restricted Payments" covenant;

               (vii) any issuance of securities subordinate in right of
        payment to the notes pursuant to, or the funding of, employment
        arrangements, stock options and stock ownership plans approved by
        the Board of Directors;

               (viii) the grant of stock options or similar rights to
        officers, employees, consultants and directors of JLL and, to the
        extent otherwise permitted under the indenture, to any Restricted
        Subsidiary, pursuant to plans approved by the Board of Directors
        and the issuance of securities pursuant thereto; or

               (ix) transactions undertaken under any arrangement in
        existence on the Closing Date, as such arrangement may be amended
        or restated, renewed, extended, refinanced, refunded or replaced
        from time to time, provided that any such amendment or restatement,
        renewal, extension, refinancing, refund or replacement is on terms
        and conditions not more disadvantageous to the holders of the notes
        in any material respect, based on the good faith determination of
        the Board of Directors, to JLL or its Restricted Subsidiaries than
        the arrangement in existence on the Closing Date.

        Notwithstanding the foregoing, any transaction or series of related
transactions covered by the first paragraph of this "Limitation on
Transactions with Shareholders and Affiliates" covenant and not covered by
clauses (ii) through (ix) of this paragraph:

        (a) the aggregate amount of which is $5 million or less in value,
must be approved or determined to be fair by an executive officer of JLL
evidenced in an officers' certificate or in the manner provided for in
clause (i)(A) or (B) above,

        (b) the aggregate amount of which exceeds $5 million in value, must
be approved or determined to be fair in the manner provided for in clause
(i)(A) or (B) above and

        (c) the aggregate amount of which exceeds $10 million in value,
must be determined to be fair in the manner provided for in clause (i)(B)
above.

        Limitation on Liens

        JLL will not, and will not permit any Restricted Subsidiary to,
create, incur, assume or suffer to exist any Lien (other than Permitted
Liens) on any of its assets or properties of any character, or any shares
of Capital Stock or assets securing Indebtedness of any Restricted
Subsidiary, without making effective provision for all of the notes and all
other amounts due under the indenture to be directly secured equally and
ratably with (or, if the obligation or liability to be secured by such Lien
is subordinated in right of payment to the notes, prior to) the obligation
or liability secured by such Lien until such time as such obligation or
liability is no longer secured by such Lien.

        Limitation on Sale-Leaseback Transactions

        JLL will not, and will not permit any Restricted Subsidiary to,
enter into any sale-leaseback transaction involving any of its assets or
properties whether now owned or hereafter acquired, whereby JLL or a
Restricted Subsidiary sells or transfers such assets or properties and then
or thereafter leases such assets or properties or any part thereof or any
other assets or properties which JLL or such Restricted Subsidiary, as the
case may be, intends to use for substantially the same purpose or purposes
as the assets or properties sold or transferred.

        The foregoing restriction does not apply to any sale-leaseback
transaction (i) if the lease is for a period, including renewal rights, of
not in excess of three years; (ii) if the lease secures or relates to
industrial revenue or pollution control bonds; (iii) if the transaction is
solely between JLL and any Restricted Subsidiary or solely between
Restricted Subsidiaries; (iv) if JLL or such Restricted Subsidiary, within
12 months after the sale or transfer of any assets or properties is
completed, applies an amount not less than the net proceeds received from
such sale in accordance with clause (i)(A) or (i)(B) of the third paragraph
or clause (ii) of the third paragraph of the "Limitation on Asset Sales"
covenant described below or (v) except to the extent the aggregate
principal amount of Capitalized Lease Obligations under such leases plus
the outstanding principal amount of Indebtedness secured by Liens permitted
by clause (xx) of the definition of Permitted Liens (and not separately
permitted by other provisions of the "Limitation on Liens" covenant) does
not exceed $10 million at any time outstanding.

        Limitation on Asset Sales

        Except for the sale or other disposition of (a) all or any portion
of the Capital Stock of a Restricted Subsidiary permitted to be issued or
sold under clause (v) of the "Limitation on the Issuance and Sale of
Capital Stock of Restricted Subsidiaries" covenant and (b) an asset
consisting only of Co-Investments or interest in a person (other than
Capital Stock of a Restricted Subsidiary) consisting only of
Co-Investments, JLL will not, and will not permit any Restricted Subsidiary
to, consummate any Asset Sale, unless (i) the consideration received by JLL
or such Restricted Subsidiary (including by way of any person (other than
JLL or another Restricted Subsidiary) assuming sole responsibility or
retiring any liabilities, contingent or otherwise) is at least equal to the
fair market value of the assets sold or disposed of and (ii) at least 80%
of the consideration received consists of cash or Temporary Cash
Investments or the assumption of Indebtedness of JLL or any Restricted
Subsidiary (other than Indebtedness to JLL or any Restricted Subsidiary),
provided that JLL or such Restricted Subsidiary is irrevocably and
unconditionally released from all liability under such Indebtedness.

        For purposes of clause (ii) above of the preceding paragraph, the
following are deemed to be cash: (a) the assumption of any liabilities of
JLL or of any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinate to the notes or any Note
Guarantee) and the release of JLL or any such Restricted Subsidiary from
liability in connection with such Asset Sale; and (b) any securities or
other obligations received by JLL or any Restricted Subsidiary from the
transferee that are converted within 90 days of receipt by JLL or such
Restricted Subsidiary, but only to the extent of the amount of cash
actually received by JLL or such Restricted Subsidiary as a result of such
conversion.

        In the event and to the extent that the Net Cash Proceeds received
by JLL or any of its Restricted Subsidiaries from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive
months exceed $20 million (determined as of the date closest to the
commencement of such 12-month period for which a consolidated balance sheet
of JLL and its Subsidiaries has been filed with the SEC or provided to the
trustee), then JLL shall or shall cause the relevant Restricted Subsidiary
to:

               (i) within 12 months after the date Net Cash Proceeds so
received exceed $20 million:

                   (A) apply an amount equal to such excess Net Cash
        Proceeds to permanently repay unsubordinated Indebtedness of JLL,
        the issuer or any Restricted Subsidiary providing a Subsidiary
        Guarantee pursuant to the "Limitation on Issuances of Guarantees by
        Restricted Subsidiaries" covenant described above or Indebtedness
        of any other Restricted Subsidiary, in each case owing to a person
        other than JLL or any of its Restricted Subsidiaries or

                   (B) invest an equal amount, or the amount not so applied
        pursuant to clause (A) (or enter into a definitive agreement
        committing to so invest within 12 months after the date of such
        agreement), in property or assets (other than current assets) of a
        nature or type or that are used in a business (or in a company
        having property and assets of a nature or type, or engaged in a
        business) similar or related to the nature or type of the property
        and assets of, or the business of, JLL and its Restricted
        Subsidiaries existing on the date of such investment and

               (ii) apply (no later than the end of the 12-month period
        referred to in clause (i)) such excess Net Cash Proceeds (to the
        extent not applied pursuant to clause (i)) as provided in the
        following paragraph of this "Limitation on Asset Sales" covenant,
        provided that prior to the application of any such Net Cash
        Proceeds as required under clauses (i) and (ii) above, JLL or the
        relevant Restricted Subsidiary may invest such Net Cash Proceeds in
        Temporary Cash Investments or use such Net Cash Proceeds to repay
        outstanding Indebtedness of JLL or any Restricted Subsidiary under
        an existing revolving credit facility. The amount of such excess
        Net Cash Proceeds required to be applied (or to be committed to be
        applied) during such 12-month period as set forth in clause (i) of
        the preceding sentence and not applied as so required by the end of
        such period shall constitute "Excess Proceeds."

        If, as of the first day of any calendar month, the aggregate amount
of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant
to this "Limitation on Asset Sales" covenant totals at least $20 million,
the issuer must commence, not later than the fifteenth business day of such
month but at any time prior to such date, and consummate an Offer to
Purchase from the holders (and if required by the terms of any Indebtedness
that ranks equally with the notes or any Note Guarantee ("Pari Passu
Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro
rata basis an aggregate principal amount of notes (and Pari Passu
Indebtedness) equal to the Excess Proceeds on such date, at a purchase
price equal to 100% of the principal amount thereof, plus, in each case,
accrued interest (if any) to the Payment Date. To the extent that the
aggregate principal amount of notes and Pari Passu Indebtedness so
tendered, together with accrued interest (if any) to the Payment Date is
less than the aggregate Excess Proceeds available, JLL may use such
remaining Excess Proceeds for general corporate purposes, subject to the
other limitations in the indenture. The procedures that will be followed by
the issuer in consummating an Offer to Purchase are set forth in the
definition of Offer to Purchase under " - Certain Definitions." In the
event an Offer to Purchase is required pursuant to this "Limitation on
Asset Sales" covenant, notice thereof will be published as described under
"- Notices."

REPURCHASE OF NOTES UPON A CHANGE OF CONTROL

        The issuer must commence, within 30 days of the occurrence of a
Change of Control, and consummate an Offer to Purchase for all notes then
outstanding, at a purchase price equal to 101% of the principal amount
thereof, plus accrued interest (if any) to the Payment Date. The procedures
that will be followed by the issuer in consummating an Offer to Purchase
are set forth in the definition of Offer to Purchase under "- Certain
Definitions." In the event a Change of Control occurs, notice of thereof
will be published as described under "- Notices."

        There can be no assurance that the issuer will have sufficient
funds available at the time of any Change of Control to make any debt
payment (including repurchases of notes) required by the foregoing covenant
(as well as may be contained in other securities of JLL or any or its
Subsidiaries which might be outstanding at the time). The above covenant
requiring the repurchase the notes will, unless consents are obtained,
require the issuer to repay all indebtedness then outstanding which by its
terms would prohibit such note repurchase, either prior to or concurrently
with such note repurchase.

        In addition, our ability to purchase the notes may be limited by
the Credit Agreement so that a Change of Control could cause a default
under the Credit Agreement. Our failure to purchase the notes when required
by a Change of Control would result in an Event of Default with respect to
the notes.

SEC REPORTS AND REPORTS TO HOLDERS

        Whether or not JLL and the issuer are then required to file reports
with the SEC, JLL and the issuer shall file with the SEC all such reports
and other information (collectively, "SEC Reports") as they would be
required to file with the SEC by Sections 13(a) or 15(d) under the Exchange
Act if they were subject thereto, provided that JLL and the issuer will not
be required to make any filings not permitted by the SEC. JLL and the
issuer shall supply the trustee and each holder or shall supply to the
trustee for forwarding to each such holder, without cost to such holder,
copies of the SEC Reports. Copies of the SEC Reports will also be available
at the offices of the Luxembourg paying and transfer agent.

NOTICES

        All notices to holders of the notes may be delivered in person or
sent by mail or facsimile transmission or telex to them at their respective
registered addresses, registered facsimile numbers or registered telex
numbers. Any such notice shall be deemed to have been given, in the case of
a letter delivered by hand, at the time of delivery, in the case of a
letter sent by mail, on the fourth business day after the date of mailing,
in the case of a facsimile transmission, at the time of dispatch and in the
case of a telex, on receipt of any answerback confirmation by the sender.

        In addition, as long as the notes are listed on the Luxembourg
Stock Exchange, notices will be published in a leading newspaper having
general circulation in Luxembourg (which is expected to be the Luxemburger
Wort). Any such notice shall be deemed to be given on the date of such
publication or, if published more than once on different dates, on the
first date on which publication is made.

EVENTS OF DEFAULT

        The following events will be defined as "Events of Default" in the
indenture:

               (a) default in the payment of principal of (or premium, if
        any, on) any note when the same becomes due and payable at
        maturity, upon acceleration, redemption or otherwise;

               (b) default in the payment of interest on any note when the
        same becomes due and payable, and such default continues for a
        period of 30 days;

               (c) default in the performance or breach of the provisions
        of the indenture described under "Consolidation, Merger and Sale of
        Assets" or the failure to make or consummate an Offer to Purchase
        in accordance with the "Limitation on Asset Sales" or "Repurchase
        of Notes upon a Change of Control" covenant;

               (d) the issuer or any Guarantor defaults in the performance
        of or breaches any other covenant or agreement of the issuer or
        such Guarantor in the indenture or under the notes (other than a
        default specified in clause (a), (b) or (c) above) and such default
        or breach continues for a period of 30 consecutive days after
        written notice by the trustee or the holders of 25% or more in
        aggregate principal amount of the notes;

               (e) there occurs with respect to any issue or issues of
        Indebtedness of the issuer, any Guarantor or any Significant
        Subsidiary having an outstanding principal amount of $10 million or
        more in the aggregate for all such issues of all such persons,
        whether such Indebtedness now exists or shall hereafter be created,
        (I) an event of default that has caused the holder thereof to
        declare such Indebtedness to be due and payable prior to its Stated
        Maturity and such Indebtedness has not been discharged in full or
        such acceleration has not been rescinded or annulled within 30 days
        of such acceleration and/or (II) the failure to make a principal
        payment at the final (but not any interim) fixed maturity and such
        defaulted payment shall not have been made, waived or extended
        within 30 days of such payment default;

               (f) any final judgment or order (not covered by insurance)
        for the payment of money in excess of $10 million in the aggregate
        for all such final judgments or orders against all such persons
        (treating any deductibles, self-insurance or retention as not so
        covered) shall be rendered against the issuer, any Guarantor or any
        Significant Subsidiary and shall not be paid or discharged, and
        there shall be any period of 60 consecutive days following entry of
        the final judgment or order that causes the aggregate amount for
        all such final judgments or orders outstanding and not paid or
        discharged against all such persons to exceed $10 million during
        which a stay of enforcement of such final judgment or order, by
        reason of a pending appeal or otherwise, shall not be in effect;

               (g) a court having jurisdiction in the premises enters a
        decree or order for (A) relief in respect of the issuer, any
        Guarantor or any Significant Subsidiary in an involuntary case
        under any applicable bankruptcy, insolvency or other similar law
        now or hereafter in effect, (B) appointment of a receiver,
        liquidator, assignee, custodian, trustee, sequestrator or similar
        official of the issuer, any Guarantor or any Significant Subsidiary
        or for all or substantially all of the property and assets of the
        issuer, any Guarantor or any Significant Subsidiary or (C) the
        winding up or liquidation of the affairs of the issuer, any
        Guarantor or any Significant Subsidiary and, in each case, such
        decree or order shall remain unstayed and in effect for a period of
        60 consecutive days;

               (h) the issuer, any Guarantor or any Significant Subsidiary
        (A) commences a voluntary case under any applicable bankruptcy,
        insolvency or other similar law now or hereafter in effect, or
        consents to the entry of an order for relief in an involuntary case
        under any such law, (B) consents to the appointment of or taking
        possession by a receiver, liquidator, assignee, custodian, trustee,
        sequestrator or similar official of the issuer, any Guarantor or
        any Significant Subsidiary or for all or substantially all of the
        property and assets of the issuer, any Guarantor or any Significant
        Subsidiary or (C) effects any general assignment for the benefit of
        creditors; or

               (i) any Note Guarantee or any Subsidiary Guarantee (other
        than any Subsidiary Guarantee with respect to a Guarantor all of
        the Capital Stock of which is sold in accordance with the
        provisions of the "Limitation on the Issuance and Sale of Capital
        Stock of Restricted Subsidiaries" covenant) ceases to be in full
        force and effect (except as contemplated by the terms thereof) or
        any Guarantor denies or disaffirms its obligations under the
        indenture or its Note Guarantee.

        If an Event of Default (other than an Event of Default specified in
clause (g) or (h) above that occurs with respect to the issuer or any
Guarantor) occurs and is continuing under the indenture, the trustee or the
holders of at least 25% in aggregate principal amount of the notes, then
outstanding, by written notice to the issuer (and to the trustee if such
notice is given by the holders), may, and the trustee at the request of
such holders shall, declare the principal of, premium, if any, and accrued
interest on the notes to be immediately due and payable, provided that, in
the event of a Guarantor default, JLL may elect to substitute another
Guarantor or Guarantors acceptable to at least one nationally-recognized
rating agency, in which case neither the trustee nor the requisite
percentage of holders shall have any right to declare the principal,
premium (if any) or interest on the notes to be immediately due and
payable. Upon a declaration of acceleration, such principal of, premium, if
any, and accrued interest shall be immediately due and payable. In the
event of a declaration of acceleration because an Event of Default set
forth in clause (e) above has occurred and is continuing, such declaration
of acceleration shall be automatically rescinded and annulled if the event
of default triggering such Event of Default pursuant to clause (e) shall be
remedied or cured by the issuer, any Guarantor or the relevant Significant
Subsidiary or waived by the holders of the relevant Indebtedness within 60
days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (g) or (h) above occurs with respect
to the issuer or a Guarantor, the principal of, premium, if any, and
accrued interest on the notes then outstanding shall ipso facto become and
be immediately due and payable without any declaration or other act on the
part of the trustee or any holder. The holders of at least a majority in
principal amount of the outstanding notes by written notice to the issuer
and to the trustee, may waive all past defaults and rescind and annul a
declaration of acceleration and its consequences if (i) all existing Events
of Default, other than the nonpayment of the principal of, premium, if any,
and interest on the notes that have become due solely by such declaration
of acceleration, have been cured or waived and (ii) the rescission would
not conflict with any judgment or decree of a court of competent
jurisdiction. For information as to the waiver of defaults, see "-
Modification and Waiver."

        The holders of at least a majority in aggregate principal amount of
the outstanding notes may direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any
trust or power conferred on the trustee. However, the trustee may refuse to
follow any direction that conflicts with law or the indenture, that may
involve the trustee in personal liability, or that the trustee determines
in good faith may be unduly prejudicial to the rights of holders of notes
not joining in the giving of such direction and may take any other action
it deems proper that is not inconsistent with any such direction received
from holders of notes. A holder may not pursue any remedy with respect to
the indenture or the notes unless: (i) the holder gives the trustee written
notice of a continuing Event of Default; (ii) the holders of at least 25%
in aggregate principal amount of outstanding notes make a written request
to the trustee to pursue the remedy; (iii) such holder or holders offer the
trustee indemnity satisfactory to the trustee against any costs, liability
or expense; (iv) the trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; and (v)
during such 60-day period, the holders of a majority in aggregate principal
amount of the outstanding notes do not give the trustee a direction that is
inconsistent with the request. However, such limitations do not apply to
the right of any holder of a note to receive payment of the principal of,
premium, if any, or interest on, such note or to bring suit for the
enforcement of any such payment, on or after the due date expressed in the
notes, which right shall not be impaired or affected without the consent of
the holder.

        The indenture requires certain officers of JLL and the issuer to
certify, on or before a date not more than 90 days after the end of each
fiscal year, that a review has been conducted of the activities of the
issuer, each Guarantor and the Restricted Subsidiaries and the issuer's,
each Guarantor's and each Restricted Subsidiary's performance under the
indenture and that each has fulfilled its obligations thereunder, or, if
there has been a default in the fulfillment of any such obligation,
specifying each such default and the nature and status thereof. JLL and the
issuer will also be obligated to notify the trustee of any default or
defaults in the performance of any covenants or agreements under the
indenture.

CONSOLIDATION, MERGER AND SALE OF ASSETS

        Except for the sale or other disposition of (a) all or any portion
of the Capital Stock of a Restricted Subsidiary permitted to be issued or
sold under clause (v) of the "Limitation on the Issuance and Sale of
Capital Stock of Restricted Subsidiaries" covenant and (b) an asset
consisting only of Co-Investments or interest in a person (other than
Capital Stock of a Restricted Subsidiary) consisting only of
Co-Investments, neither the issuer nor JLL will consolidate with, merge
with or into, or sell, convey, transfer, lease or otherwise dispose of all
or substantially all of its property and assets (as an entirety or
substantially an entirety in one transaction or a series of related
transactions) to, any person or permit any person to merge with or into it
unless:

               (i) the issuer or JLL shall be the continuing person, or the
        person (if other than the issuer or JLL) formed by such
        consolidation or into which the issuer or JLL is merged or that
        acquired or leased such property and assets of the issuer or JLL
        shall be a corporation organized and validly existing under the
        laws of the United States of America or any jurisdiction thereof or
        under the laws of the European Union or any member country thereof
        on the date of the indenture (other than Greece, Portugal or
        Spain), and shall expressly assume, by a supplemental indenture,
        executed and delivered to the trustee, all of the obligations of
        the issuer or JLL on all of the notes or its Note Guarantee, as the
        case may be, and under the indenture;

               (ii) immediately after giving effect to such transaction, no
        Default or Event of Default shall have occurred and be continuing;

               (iii) immediately after giving effect to such transaction on
        a pro forma basis, the issuer, JLL or any person becoming the
        successor obligor of the notes or respective Note Guarantee, as the
        case may be, shall have a Consolidated Net Worth equal to or
        greater than the Consolidated Net Worth immediately prior to such
        transaction;

               (iv) immediately after giving effect to such transaction on
        a pro forma basis the issuer or any person becoming the successor
        obligor of the notes or the respective Note Guarantee, as the case
        may be, could Incur at least $1.00 of Indebtedness under the first
        paragraph of the "Limitation on Indebtedness" covenant; provided
        that this clause (iv) shall not apply to a consolidation, merger or
        sale of all (but not less than all) of the assets of the issuer or
        JLL if all Liens and Indebtedness of the issuer, JLL or any person
        becoming the successor obligor on the notes or the respective Note
        Guarantee, as the case may be, and the Restricted Subsidiaries
        outstanding immediately after such transaction would have been
        permitted (and all such Liens and Indebtedness, other than Liens
        and Indebtedness of JLL and its Restricted Subsidiaries outstanding
        immediately prior to the transaction, shall be deemed to have been
        Incurred) for all purposes of the indenture;

               (v) the issuer or JLL, as applicable, delivers to the
        trustee an officers' certificate (attaching the arithmetic
        computations to demonstrate compliance with clauses (iii) and (iv))
        and Opinion of Counsel, in each case stating that such
        consolidation, merger or transfer and such supplemental indenture
        complies with this provision and that all conditions precedent
        provided for herein relating to such transaction have been complied
        with; and

               (vi) each Guarantor, unless such Guarantor is the person
        with which the issuer or JLL has entered into a transaction under
        this "Consolidation, Merger and Sale of Assets" section, shall have
        by amendment to its Note Guarantee confirmed that its Note
        Guarantee shall apply to the obligations of the issuer, JLL or the
        Surviving Person, as the case may be, in accordance with the notes
        and the indenture;

provided, however, that clauses (iii) and (iv) above do not apply if, in
the good faith determination of the Board of Directors, whose determination
shall be evidenced by a board resolution, the principal purpose of such
transaction is to change the state of incorporation of the issuer or such
Guarantor and any such transaction shall not have as one of its purposes
the evasion of the foregoing limitations.

PAYMENT OF ADDITIONAL AMOUNTS

        All payments made by the issuer under or with respect to the notes
will be made free and clear of and without withholding or deduction for or
on account of any present or future tax, duty, levy, impost, assessment or
other governmental charge (including penalties, interest and other
liabilities related to any such tax, duty, levy, impost, assessment or
other governmental charge) (collectively, "Taxes") imposed or levied by or
on behalf of the Netherlands or any other jurisdiction in which the issuer
is organized or is a resident for tax purposes or by any government
authority or political subdivision or territory or possession or agency
therein or thereof having the power to tax (each, a "Taxing Authority"),
unless the issuer is required to withhold or deduct Taxes by law or by an
interpretation or administration of law.

        If the issuer is required to withhold or deduct any amount for or
on account of Taxes imposed by a Taxing Authority within the Netherlands or
within any other jurisdiction in which the issuer is organized or is a
resident for tax purposes, from any payment made under or with respect to
the notes, the issuer will pay such additional amounts ("Additional
Amounts") as may be necessary so that the net amount received by each
holder of notes after such withholding or deduction will not be less than
the amount the holder and beneficial owner would have received if such
Taxes had not been withheld or deducted. However, no Additional Amounts
will be payable with respect to a payment made to a holder of notes or to a
third party on behalf of a holder with respect to (a) any Taxes that would
not have been imposed but for the existence of any present or former
connection between that holder and the jurisdiction imposing such tax
(other than the mere receipt of payment or the ownership or holding outside
of the Netherlands of such note); (b) any estate, inheritance, wealth,
gift, sales, excise, transfer, personal property tax or similar tax,
assessment or governmental charge; (c) any Taxes payable otherwise than by
deduction or withholding from payments of principal of, premium, if any, or
interest on such note; or (d) Taxes that would not have been imposed but
for the failure of the holder or beneficial owner of a note to comply with
any certification, identification, information, or other documentation
requirement under law, regulation, administrative practice or an applicable
treaty that is a precondition to exemption from, or reduction in the rate
of the imposition, deduction or withholding of Taxes; nor will Additional
Amounts be paid:

               (i) if the payment under or with respect to the notes could
        have been made by another paying agent without such deduction or
        withholding,

               (ii) if the payment under or with respect to the notes could
        have been made without such deduction or withholding if the
        beneficiary of the payment had presented the note for payment
        within 15 days after (A) the date on which such payment or such
        note became due and payable or (B) the date on which payment
        thereof is duly provided for, whichever is later (except to the
        extent that the holder would have been entitled to Additional
        Amounts had the note been presented on the last day of such 15-day
        period), or

               (iii) with respect to any payment under or with respect to
        the notes to any holder who is a fiduciary or partnership or any
        person other than the sole beneficial owner of such payment, to the
        extent that a beneficiary or settlor with respect to such
        fiduciary, a member of such a partnership or the beneficial owner
        of such payment would not have been entitled to the Additional
        Amounts had such beneficiary, settlor, member or beneficial owner
        been the actual holder of such note.

        The issuer will also (i) make such withholding or deduction and
(ii) remit the full amount deducted or withheld to the relevant authority
in accordance with applicable law. The issuer will use its reasonable
efforts to obtain certified copies of tax receipts evidencing the payment
of any Taxes so deducted or withheld from each Taxing Authority imposing
such Taxes. The issuer will supply to the trustee for forwarding to all
holders, without cost to such holders, within 60 days after the date the
payment of any Taxes so deducted or withheld is due pursuant to applicable
law, certified copies of tax receipts evidencing such payment by the issuer
or if, notwithstanding the issuer's efforts to obtain such receipts, the
same are not obtainable, other evidence of such payments by the issuer.

        At least 30 days prior to each date on which any payment under or
with respect to the notes is due and payable, if the issuer will be
obligated to pay Additional Amounts with respect to such payment, the
issuer will deliver to the trustee an officers' certificate stating the
fact that such Additional Amounts will be payable and the amounts so
payable, and will set forth such other information as is necessary to
enable such Trustee to pay such Additional Amounts to holders of notes on
the payment date.

        The provisions under "- Payment of Additional Amounts" will survive
any termination or the discharge of the indenture and shall apply mutatis
mutandis to any jurisdiction in which any successor person to the issuer is
organized or is engaged in business for tax purposes or any political
subdivision or taxing authority or agency thereof or therein.

        In addition, the issuer will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest and
penalties, payable in the Netherlands or any political subdivision of or in
the Netherlands in respect of the creation, issue and offering of the
notes.

        Whenever in the indenture, the notes or this memorandum there is
mentioned in any context, the payment of amounts based upon principal of,
premium, if any, or interest or of any other amount payable under or with
respect to any of the notes, such mention will be deemed to include mention
of the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.

DEFEASANCE

        Defeasance and Discharge. The indenture provides that the issuer
and the Guarantors will be deemed to have paid and will be discharged from
any and all obligations in respect of the notes on the 123rd day after the
deposit referred to below, and the provisions of the indenture will no
longer be in effect with respect to the notes (except for, among other
matters, certain obligations to register the transfer or exchange of the
notes, to replace stolen, lost or mutilated notes, to maintain paying
agencies and to hold monies for payment in trust) if, among other things:

                   (A) the issuer has deposited with the trustee, in trust,
        money; Government Obligations and/or U.S. Government Obligations
        that through the payment of interest and principal in respect
        thereof in accordance with their terms will provide money in an
        amount sufficient to pay the principal of, premium, if any, and
        accrued interest on the notes on the Stated Maturity of such
        payments in accordance with the terms of the indenture and the
        notes,

                   (B) the issuer has delivered to the trustee (i) either
        (x) an Opinion of Counsel to the effect that holders will not
        recognize income, gain or loss for federal income tax purposes as a
        result of the issuer's exercise of its option under this
        "Defeasance" provision and will be subject to federal income tax on
        the same amount and in the same manner and at the same times as
        would have been the case if such deposit, defeasance and discharge
        had not occurred, which Opinion of Counsel must be based upon (and
        accompanied by a copy of) a ruling of the Internal Revenue Service
        to the same effect unless there has been a change in applicable
        federal income tax law after the Closing Date such that a ruling is
        no longer required or (y) a ruling directed to the trustee received
        from the Internal Revenue Service to the same effect as the
        aforementioned Opinion of Counsel and (ii) an Opinion of Counsel to
        the effect that the creation of the defeasance trust does not
        violate the Investment Company Act of 1940 and after the passage of
        123 days following the deposit, the trust fund will not be subject
        to the effect of Section 547 of the United States Bankruptcy Code
        or Section 15 of the New York Debtor and Creditor Law, and

                   (C) immediately after giving effect to such deposit on a
        pro forma basis, no Event of Default, or event that after the
        giving of notice or lapse of time or both would become an Event of
        Default, shall have occurred and be continuing on the date of such
        deposit or during the period ending on the 123rd day after the date
        of such deposit, and such deposit shall not result in a breach or
        violation of, or constitute a default under, any other agreement or
        instrument to which JLL or any of its Subsidiaries is a party or by
        which JLL or any of its Subsidiaries is bound.

        Defeasance of Certain Covenants and Certain Events of Default. The
indenture further provides that the provisions of the indenture will no
longer be in effect with respect to clauses (iii) and (iv) under
"Consolidation, Merger and Sale of Assets" and all the covenants described
herein under "Covenants," clause (c) under "Events of Default" with respect
to such clauses (iii) and (iv) under "Consolidation, Merger and Sale of
Assets," clause (d) under "Events of Default" with respect to such other
covenants and clauses (e) and (f) under "Events of Default" shall be deemed
not to be Events of Default upon, among other things, the deposit with the
trustee, in trust, of money, Government Obligations and/or U.S. Government
Obligations that through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, premium, if any, and accrued interest
on the notes on the Stated Maturity of such payments in accordance with the
terms of the indenture and the notes, the satisfaction of the provisions
described in clauses (B)(ii), (C) and (D) of the preceding paragraph and
the delivery by the issuer to the trustee of an Opinion of Counsel to the
effect that, among other things, the holders will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit
and defeasance of certain covenants and Events of Default and will be
subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and
defeasance had not occurred.

        Defeasance and Certain Other Events of Default. In the event the
issuer exercises its option to omit compliance with certain covenants and
provisions of the indenture with respect to the notes as described in the
immediately preceding paragraph and the notes are declared due and payable
because of the occurrence of an Event of Default that remains applicable,
the amount of money, Government Obligations and/or U.S. Government
Obligations on deposit with the trustee will be sufficient to pay amounts
due on the notes at the time of their Stated Maturity but may not be
sufficient to pay amounts due on the notes at the time of the acceleration
resulting from such Event of Default. However, the issuer will remain
liable for such payments and the Note Guarantees with respect to such
payments will remain in effect.

MODIFICATION AND WAIVER

        JLL, the issuer and the trustee may amend the indenture, without
the consent of any holder, to: (i) cure any ambiguity, defect or
inconsistency in the indenture; provided that such amendments do not
adversely affect the interests of the holders in any material respect; (ii)
comply with the provisions described under "Consolidation, Merger and Sale
of Assets"; (iii) comply with any requirements of the SEC in connection
with the qualification of the indenture under the Trust Indenture Act; (iv)
evidence and provide for the acceptance of appointment by a successor
trustee; or (v) make any change that, in the good faith opinion of the
Board of Directors, does not materially and adversely affect the rights of
any holder. Modifications, waivers and amendments of the indenture may be
made by JLL, the issuer and the trustee with the consent of the holders of
not less than a majority in aggregate principal amount of the outstanding
notes; provided, however, that no such modification, waiver or amendment
may, without the consent of each holder affected thereby, (i) change the
Stated Maturity of the principal of, or any installment of interest on, any
note, (ii) reduce the principal amount of, or premium, if any, or interest
on, any note, (iii) change the place or currency of payment of principal
of, or premium, if any, or interest on, any note, (iv) impair the right to
institute suit for the enforcement of any payment on or after the Stated
Maturity (or, in the case of a redemption, on or after the Redemption Date)
of any note, (v) waive a default in the payment of principal of, premium,
if any, or interest on the notes (other than as a result of acceleration),
(vi) modify any Note Guarantee in a manner adverse to the holders or (vii)
reduce the percentage or aggregate principal amount of outstanding notes
the consent of whose holders is necessary for waiver of compliance with
certain provisions of the indenture or for waiver of certain defaults.

NO PERSONAL LIABILITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS,
OR EMPLOYEES

        The indenture provides that no recourse for the payment of the
principal of, premium, if any, or interest on any of the notes or for any
claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the issuer or any
Guarantor in the indenture, or in any of the notes or the Note Guarantees
or because of the creation of any Indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer, director, employee
or controlling person of the issuer or any Guarantor or of any successor
person thereof. Each holder, by accepting the notes, waives and releases
all such liability.

CONCERNING THE TRUSTEE

        The indenture provides that, except during the continuance of a
Default, the trustee will not be liable, except for the performance of such
duties as are specifically set forth in such indenture. If an Event of
Default has occurred and is continuing, the trustee will use the same
degree of care and skill in its exercise of the rights and powers vested in
it under the indenture as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs.

        The indenture and provisions of the Trust Indenture Act
incorporated by reference therein contain limitations on the rights of the
trustee, should it become a creditor of the issuer or any Guarantor, to
obtain payment of claims in certain cases or to realize on certain property
received by it in respect of any such claims, as security or otherwise. The
trustee is permitted to engage in other transactions; provided, however,
that if it acquires any conflicting interest, it must eliminate such
conflict or resign.

BOOK-ENTRY; DELIVERY AND FORM FOR NEW NOTES

General

        The new notes will be represented by one or more notes in
registered, global form without interest coupons attached.

        On the date of closing of the exchange offer, one global note (the
"U.S. Global Note") will be deposited with the trustee as custodian for DTC
and registered in the name of Cede & Co., as nominee of DTC, and one global
note (the "International Global Note" and, together with the U.S. Global
Note, the "New Global Notes") will be deposited with, and registered in the
name of the nominee of, the trustee in London as common depositary for
Euroclear and Clearstream. The new notes will initially be represented by
the New Global Notes.

        Ownership of interests in the New Global Notes ("Book-Entry
Interests") will be limited to persons that have accounts with DTC,
Euroclear and/or Clearstream, or persons that hold interests through such
participants. Except under the limited circumstances described below,
beneficial owners of Book-Entry Interests will not be entitled to physical
delivery of new notes in definitive form.

        Book-Entry Interests will be shown on, and transfers thereof will
be effected only through, records maintained in book-entry form by DTC,
Euroclear and Clearstream (or their respective nominees) and their
participants. The laws of some jurisdictions, including certain states of
the United States, may require that certain purchasers of securities take
physical delivery of such securities in definitive form. The foregoing
limitations may impair your ability to own, transfer or pledge Book-Entry
Interests. In addition while the new notes are in global form, holders of
Book-Entry Interests will not be considered the owners or "holders" of new
notes for any purpose. So long as the new notes are held in global form,
DTC, Euroclear and/or Clearstream, as applicable (or their respective
nominees), will be considered the sole holders of the New Global Notes for
all purposes under the indenture. In addition, participants must rely on
the procedures of DTC, Euroclear and Clearstream and indirect participants
must rely on the procedures of DTC, Euroclear, Clearstream and the
participants through which they own Book-Entry Interests to transfer their
interests or to exercise any rights of holders under the indenture.

        Neither the issuer, the Guarantors nor the trustee will have any
responsibility or be liable for any aspect of the records relating to the
Book-Entry Interests.

        Redemption of the New Global Notes

        In the event any New Global Note (or any portion thereof) is
redeemed, DTC, Euroclear and/or Clearstream, as applicable, will redeem an
equal amount of the Book-Entry Interests in such New Global Note from the
amount received by it in respect of the redemption of such New Global Note.
The redemption price payable in connection with the redemption of such
Book-Entry Interests will be equal to the amount received by DTC, Euroclear
and/or Clearstream, as applicable, in connection with the redemption of
such New Global Note (or any portion thereof). The issuer understands that,
under existing practices of DTC, Euroclear and Clearstream, if fewer than
all of the new notes are to be redeemed at any time, DTC, Euroclear and
Clearstream will credit their respective participants' accounts on a
proportionate basis (with adjustments to prevent fractions) or by lot or on
such other basis as they deem fair and appropriate; provided, however, that
no Book-Entry Interest of [EURO]1,000 principal amount or less may be
redeemed in part.

        Payments on New Global Notes

        Payments of any amounts owing in respect of the New Global Notes
(including principal, premium, if any, and interest) will be made by the
issuer to DTC or its nominee (in the case of the U.S. Global Note) and to
the common depositary or its nominee on behalf of Euroclear and Clearstream
(in the case of the International Global Note), as the registered holders
of such New Global Notes under the indenture, which will distribute such
payments to their respective participants in accordance with their
procedures. Payments of all such amounts will be made without deduction or
withholding for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature except as may be
required by law, and if any such deduction or withholding is required to be
made by any law or regulation of the Netherlands, then, to the extent
described under "Payment of Additional Amounts" above, additional amounts
will be paid as may be necessary in order that the net amounts received by
any holder of the New Global Notes or owner of Book-Entry Interests after
such deduction or withholding will equal the net amounts that such holder
or owner would have otherwise received in respect of such New Global Note
or Book-Entry Interest, as the case may be, absent such withholding or
deduction. The issuer expects that payments by participants to owners of
Book-Entry Interests held through such participants will be governed by
standing customer instructions and customary practices.

        Under the terms of the indenture, the issuer and the trustee will
treat the registered holder of the New Global Notes (e.g., DTC, Euroclear
or Clearstream (or their respective nominees)) as the owner thereof for the
purpose of receiving payments and for all other purposes. Consequently,
none of the issuer, the trustee or any agent of the issuer or the trustee
has or will have any responsibility or liability for:

        (1)    any aspect of the records of DTC, Euroclear, Clearstream or
               any participant or indirect participant relating to or
               payments made on account of a Book-Entry Interest or for
               maintaining, supervising or reviewing the records of DTC,
               Euroclear, Clearstream or any participant or indirect
               participant relating to or payments made on account of a
               Book-Entry Interest, or

        (2)    DTC, Euroclear, Clearstream or any participant or indirect
               participant.

        Currency of Payment for the New Global Notes

        The principal of, premium, if any, and interest on, and all other
amounts payable in respect of, the International Global Note will be paid
in euros to the holders of interests in such notes (the
"Euroclear/Clearstream Holders"). The principal of, premium, if any, and
interest on, and all other amounts payable in respect of, the U.S. Global
Note will be paid in dollars to the holders of interests in such notes (the
"DTC Holders").

        At present, DTC can only accept payment in dollars. As a result,
DTC Holders will receive payments in dollars as described above, unless
they elect to receive payments in euros as described below.

        Notwithstanding the payment provisions described above,
Euroclear/Clearstream Holders may elect to receive payments in respect of
the International Global Note in dollars and DTC Holders may elect to
receive payments in respect of the U.S. Global Note in euros.

        A Euroclear/Clearstream Holder may receive payments of amounts
payable in respect of its interest in the International Global Note in
dollars in accordance with Euroclear's and Clearstream's customary
procedures, which include, among other things, giving to Euroclear or
Clearstream, as appropriate, a notice of such holder's election to receive
such payments in dollars. All costs of conversion resulting from any such
election will be borne by such holder.

        A DTC Holder may receive payments of amounts payable in respect of
its interest in the U.S. Global Note in euros in accordance with DTC's
customary procedures, which include, among other things, giving to DTC a
notice of such holder's election to receive such payments in euros. All
costs of conversion resulting from any such election will be borne by such
holder.

        Action by Owners of Book-Entry Interests

        DTC, Euroclear and Clearstream have advised the issuer that they
will take any action permitted to be taken by a holder of notes (including
the presentation of notes for exchange as described above) only at the
direction of one or more participants to whose account the Book-Entry
Interests in the New Global Notes are credited and only in respect of such
portion of the aggregate principal amount of notes as to which such
participant or participants has or have given such direction. DTC,
Euroclear and Clearstream will not exercise any discretion in the granting
of consents, waivers or the taking of any other action in respect of the
New Global Notes. However, if there is an Event of Default under the notes,
each of DTC, Euroclear and Clearstream reserve the right to exchange the
New Global Notes for definitive registered notes in certificated form, and
to distribute such definitive registered notes to its participants.

        Definitive Registered Notes

        Under the terms of the indenture, owners of the Book-Entry
Interests will receive definitive registered notes:

(1)     if DTC, Euroclear or Clearstream notifies the issuer that it is
        unwilling or unable to continue to act as depositary and a
        successor depositary is not appointed by the issuer within 120
        days;

(2)     if DTC, Euroclear or Clearstream so requests following an Event
        of Default under the indenture; or

(3)     if the owner of a Book-Entry Interest requests such exchange in
        writing delivered through either DTC, Euroclear, Clearstream or the
        issuer following an Event of Default under the indenture.

        In the case of the issuance of definitive registered notes, the
holder of a definitive registered note may transfer such note by
surrendering it to the registrar or a transfer agent. In the event of a
partial transfer or a partial redemption of a holding of definitive
registered notes represented by one definitive registered note, a
definitive registered note shall be issued to the transferee in respect of
the part transferred and a new definitive registered note in respect of the
balance of the holding not transferred or redeemed shall be issued to the
transferor or the holder, as applicable; provided, that no definitive
registered note in a denomination less than [EURO]1,000 shall be issued.
The cost of preparing, printing, packaging and delivery the definitive
registered notes shall be borne by the issuer.

        The issuer shall not be required to register the transfer or
exchange of definitive registered notes for a period of 15 calendar days
preceding (a) the record date for any payment of interest on the notes, (b)
any date fixed for redemption of the notes or (c) the date fixed for
selection of the notes to be redeemed in part. Also, the issuer is not
required to register the transfer or exchange of any notes selected for
redemption. In the event of the transfer of any definitive registered note,
the trustee may require a holder, among other things, to furnish
appropriate endorsements and transfer documents as described in the
indenture. The issuer may require a holder to pay any taxes and fees
required by law and permitted by the indenture and the notes.

        If definitive registered notes are issued and a holder thereof
claims that such definitive registered notes have been lost, destroyed or
wrongfully taken or if such definitive registered notes are mutilated and
is surrendered to the Registrar or at the office of a transfer agent, the
issuer shall issue and the trustee shall authenticate a replacement
definitive registered note if the trustee's and the issuer's requirements
are met. The trustee or the issuer may require a holder requesting
replacement of a definitive registered note to furnish an indemnity bond
sufficient in the judgment of both to protect the issuer, the trustee or
the paying agent appointed pursuant to the indenture from any loss which
any of them may suffer if a definitive registered note is replaced. The
issuer may charge for its expenses in replacing a definitive registered
note.

        In case any such mutilated, destroyed, lost or stolen definitive
registered note has become or is about to become due and payable, or is
about to be redeemed or purchased by the issuer pursuant to the provisions
of the indenture, the issuer in its discretion may, instead of issuing a
new definitive registered note, pay, redeem or purchase such definitive
registered note, as the case may be.

        Definitive registered notes may be transferred and exchanged for
Book-Entry Interests in a New Global Note only in accordance with the
indenture and, if required in the case of old notes, only after the
transferor first delivers to the trustee a written certification (in the
form provided in the indenture) to the effect that such transfer will
comply with the transfer restrictions applicable to such old notes.

        Information Concerning DTC, Euroclear and Clearstream

        The issuer understands as follows with respect to DTC, Euroclear
and Clearstream:

        DTC. DTC is a limited purpose trust company organized under the
laws of the State of New York, a "banking organization" within the meaning
of New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the Uniform Commercial Code
and a "Clearing Agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

        DTC was created to hold securities for its participants and to
facilitate the clearance and settlement of transactions among its
participants. It does this through electronic book-entry changes in the
accounts of securities participants, eliminating the need for physical
movement of securities certificates. DTC participants include securities
brokers and dealers, banks, trust companies, clearing corporations and
certain other organisations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc.
Others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a direct participant also
have access to the DTC system and are known as indirect participants.

        Because DTC can only act on behalf of participants, who in turn act
on behalf of indirect participants and certain banks, the ability of an
owner of a beneficial interest to pledge such interest to persons or
entities that do not participate in the DTC system or otherwise take
actions in respect of such interest, may be limited by the lack of a
definitive certificate for that interest. The laws of some states require
that certain persons take physical delivery of securities in definitive
form. Consequently, the ability to transfer beneficial interests to such
persons may be limited. In addition, owners of beneficial interests through
the DTC system will receive distributions attributable to the U.S. Global
Note only through DTC participants.

        Euroclear and Clearstream. Like DTC, Euroclear and Clearstream hold
securities for participating organisations. They also facilitate the
clearance and settlement of securities transactions between their
respective participants through electronic book-entry changes in accounts
of such participants. Euroclear and Clearstream provide various services to
their participants, including the safekeeping, administration, clearance,
settlement, lending and borrowing of internationally traded securities.
Euroclear and Clearstream interface with domestic securities markets.
Euroclear and Clearstream participants are financial institutions such as
underwriters, securities brokers and dealers, banks, trust companies and
certain other organisations. Indirect access to Euroclear or Clearstream is
also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodian relationship with a
Euroclear or Clearstream participant, either directly or indirectly. A
participant's overall contractual relations with either Euroclear or
Clearstream are governed by the respective rules and operating procedures
of Euroclear or Clearstream and any applicable laws. Both Euroclear and
Clearstream act under such rules and operating procedures only on behalf of
their respective participants, and have no record of or relationship with
any persons who are not direct participants.

        Transfers of New Notes; Global Clearance and Settlement Under
        the Book-Entry System

        Unless definitive new notes are issued, the U.S. Global Note may be
transferred, in whole and not in part, only to another nominee of DTC or to
a successor of DTC or its nominee, and the International Global Note may be
transferred, in whole and not in part, only by Euroclear and Clearstream to
the common depositary, as the case may be, or by the common depositary to
Euroclear and Clearstream, respectively, or to another nominee or successor
of such parties or a nominee of such successor.

        Transfers of interests in the U.S. Global Note will be subject to
the applicable rules and procedures of DTC and its direct and indirect
participants including, if applicable, those of Euroclear and Clearstream,
which are subject to change from time to time. Transfers of interests in
the International Global Note will be subject to the applicable rules and
procedures of Euroclear and Clearstream, as the case may be, and their
respective participants (account holders and intermediaries). Any secondary
market trading in interests in the New Global Notes is expected to occur
through the participants of DTC, Euroclear and Clearstream, and the
securities custody accounts of investors will be credited with their
holdings against payment in same-day funds on the settlement date.

        No service charge will be made for any registration or transfer or
exchange of new notes, but the trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

        The new notes represented by the New Global Notes are expected to
be listed on the Luxembourg Stock Exchange. The new notes represented by
the U.S. Global Note are expected to trade (except for trades involving
only Euroclear and Clearstream participants) in DTC's Same-Day Funds
Settlement System, and any permitted secondary market trading activity in
such new notes will, therefore, be required by DTC to be settled in
immediately available funds. Transfers of interests in the International
Global Note will be effected in the ordinary way in accordance with the
rules of Euroclear or Clearstream, as the case may be. The issuer expects
that secondary trading in any certificated new notes will be settled in
immediately available funds.

        Cross-market transfers of interests in the U.S. Global Note between
participants in DTC, on the one hand, and Euroclear or Clearstream
participants, on the other hand, will be effected through DTC in accordance
with DTC's rules on behalf of each of Euroclear or Clearstream by its
common depositary; however, such cross-market transactions will require
delivery of instructions to Euroclear or Clearstream by the counterparty in
such system in accordance with the rules and procedures and within the
established deadlines (Brussels time) of such system. Euroclear or
Clearstream will, if the transaction meets its settlement requirements,
deliver instructions to the common depositary to take action to effect
final settlement on its behalf by delivering or receiving interests in the
U.S. Global Note in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC.
Euroclear participants and Clearstream participants may not deliver
instructions directly to the common depositary.

        Because of time zone differences, the securities account of a
Euroclear or Clearstream participant purchasing an interest in the New
Global Notes from a participant in DTC will be credited, and any such
crediting will be reported to the relevant Euroclear or Clearstream
participant, during the securities settlement processing day (which must be
a business day for Euroclear and Clearstream) immediately following the
settlement date of DTC. Cash received in Euroclear and Clearstream as a
result of sales of an interest in the U.S. Global Note by or through a
Euroclear or Clearstream participant to a participant in DTC will be
received with value on the settlement date of DTC but will be available in
the relevant Euroclear or Clearstream cash account only as of the business
day for Euroclear or Clearstream following DTC's settlement date.

        Although DTC, Euroclear and Clearstream are expected to follow the
foregoing procedures in order to facilitate transfers of interests in a New
Global Note among participants of DTC, Euroclear and Clearstream, they are
under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither the issuer, the
Guarantors, the trustee or any agent of the foregoing will have any
responsibility for the performance by DTC, Euroclear or Clearstream or
their respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.


                           CERTAIN UNITED STATES
                      FEDERAL INCOME TAX CONSEQUENCES

        The following discussion is a summary of certain U.S. federal
income tax consequences relevant to (i) the exchange of the old notes for
the new notes pursuant to the exchange offer and (ii) the ownership and
disposition of the new notes as of the date hereof. This summary is based
upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations, court decisions, published positions of the Internal Revenue
Service (the "IRS") and other applicable authorities, all as in effect on
the date hereof and all of which are subject to change or differing
interpretation (possibly on a retroactive basis). This summary does not
address all of the tax consequences that may be relevant to a particular
investor or to investors subject to special treatment under U.S. federal
income tax law (such as financial institutions, tax-exempt organizations,
real estate investment companies, regulated investment companies, insurance
companies, dealers in securities or currencies or non-U.S. persons). This
summary is limited to persons who will hold the new notes as capital assets
within the meaning of Section 1221 of the Code. No ruling has been or will
be sought from the IRS regarding any matter discussed herein. Counsel to
the issuer and the guarantors has not rendered any legal opinion regarding
any U.S. federal income tax consequences relating to the issuer, the
guarantors or an investment in the new notes. No assurance can be given
that the IRS would not assert, or that a court would not sustain, a
position contrary to any of the tax aspects set forth below. PROSPECTIVE
INVESTORS MUST CONSULT THEIR OWN TAX ADVISORS AS TO THE U.S. FEDERAL INCOME
TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF THE NEW NOTES, AS
WELL AS THE EFFECTS OF STATE, LOCAL, AND NON-U.S. TAX LAWS.

        As used herein, the term "U.S. Holder" means a beneficial owner of
an old note and new note that is for U.S. federal income tax purposes (i) a
citizen or individual resident of the U.S., (ii) a corporation created or
organized in the U.S. or under the laws of the U.S. or of any state or the
District of Columbia, (iii) an estate all of the income of which is
includable in gross income for U.S. federal income tax purposes regardless
of its source, or (iv) a trust if (1) a court within the U.S. is able to
exercise primary supervision over the administration of the trust, and one
or more U.S. persons have the authority to control all substantial
decisions of the trust or (2) the trust was in existence on August 10, 1996
and properly elected to continue to be treated as a U.S. person. As used
herein, the term "Non-U.S. Holder" means a holder of a new note or old note
that is not a U.S. Holder.

U.S. HOLDERS

        EXCHANGE OFFER

        A U.S. holder will not recognize any taxable gain or loss on the
exchange of the old notes for the new notes pursuant to the exchange offer,
and a U.S. Holder will have the same tax basis and holding period in, and
federal income tax consequences with respect to, the new notes as the old
notes surrendered in exchange therefor.

        INTEREST

        Payments of interest on the new notes generally will be taxable to
a U.S. Holder as ordinary income at the time accrued or received in
accordance with the U.S. Holder's method of accounting for U.S. federal
income tax purposes. It is expected that interest income on the new notes
will constitute foreign source income and generally will be considered
"passive" income or "financial services" income for U.S. foreign tax credit
purposes. It is possible, however, that the IRS might seek to characterize
interest income on the new notes as income from sources within the U.S.

        The amount of interest required to be included in income by a U.S.
Holder will include the amount of foreign taxes, if any, withheld in
respect thereof. A U.S. Holder will be eligible, subject to certain
limitations, to claim such withholding taxes as a credit or deduction for
purposes of computing the amount of its U.S. federal income tax liability.
The rules relating to foreign tax credits and the timing thereof are
complex. Thus, U.S. Holders should consult with their own tax advisors with
regard to the availability of a foreign tax credit and the application of
the foreign tax credit limitations to their particular situations.

        A cash basis U.S. Holder receiving an interest payment in euros on
a new note will be required to include in income the U.S. dollar value of
such payment (determined using the spot rate in effect on the date such
payment is received) regardless of whether such payment is subsequently
converted into U.S. dollars. No ordinary gain or loss will be recognized by
such holder if the euros are converted to U.S. dollars on the date
received. The U.S. federal income tax consequences of the conversion of
euros into U.S. dollars is described below. See "- Transactions in Euros."

        An accrual basis U.S. Holder will be required to include in income
the U.S. dollar value of the amount of U.S. interest income that has
accrued on a new note in a taxable year, determined by translating such
income at the average rate of exchange for the relevant interest accrual
period or, with respect to an interest accrual period that spans two
taxable years, at the average rate for the portion of such interest accrual
period within the taxable year. The average rate of exchange for an
interest accrual period (or portion thereof) is the simple average of the
exchange rates for each business day of such period (or such other average
that is reasonably derived and consistently applied). An accrual basis
holder may elect to translate interest income on a new note using the spot
rate in effect on the last day of an interest accrual period (or the last
day of the taxable year for the portion of such period within the taxable
year). In addition, a U.S. Holder may elect to use the spot rate in effect
on the date of receipt (or payment) for such purpose if such date is within
five business days of the last date of an interest accrual period. The
election must be made in a statement filed with the taxpayer's return and
is applicable to all debt instruments for such year and thereafter unless
changed with the consent of the IRS.

        Upon receipt of an interest payment on a new note, an accrual basis
U.S. Holder will recognize ordinary gain or loss with respect to accrued
interest income in an amount equal to the difference between the U.S.
dollar value of the payment received (determined using the spot rate in
effect on the date such payment is received) in respect of such interest
accrual period and the U.S. dollar value of the interest income that has
accrued during such interest accrual period (as determined in the preceding
paragraph). Any such ordinary gain or loss will generally not be treated as
interest income or expense, except to the extent provided by future
regulations or administrative pronouncements of the IRS. The U.S. federal
income tax consequences of the conversion of euros into U.S. dollars is
described below. See "- Transactions in Euros."

        DISPOSITIONS

        Upon the sale or other disposition of a new note, a U.S. Holder
generally will recognize gain or loss equal to the difference between the
amount realized on the sale or other disposition (or, if it is realized in
other than U.S. dollars, the U.S. dollar value of the amount using the spot
rate in effect on the date of such sale or other disposition) and the
holder's adjusted tax basis in such new note. A U.S. Holder's tax basis in
such new note generally will be the tax basis of the old note surrendered
in exchange therefor. For these purposes, the amount realized on the sale
or other disposition of a new note does not include any amount attributable
to accrued but unpaid interest, which will be taxable as ordinary income
unless previously taken into account. Except with respect to gains or
losses attributable to changes in currency exchange rates, as described
below, such gain or loss will be capital gain or loss. Such gain will
generally be treated as U.S. source gain and, under recently issued
Treasury Regulations, a loss on such a disposition also would be allocated
to reduce U.S. source income, subject to applicable limitations.

        Gain or loss recognized by a U.S. Holder on the sale or other
disposition of a new note that is attributable to changes in the rate of
exchange between the U.S. dollar and the euro will be treated as ordinary
income or loss and generally will not be treated as interest income or
expense except to the extent provided by future regulations or
administrative pronouncements of the IRS. Such foreign currency gain or
loss is recognized on the sale or other disposition of a new note only to
the extent of total gain or loss recognized on such sale or other
disposition.

        TRANSACTIONS IN EUROS

        Euros received as interest on, or on the sale or other disposition
of, a new note will have a tax basis equal to their U.S. dollar value at
the spot rate at the time such interest is received or at the time payment
is received in consideration of such sale or other disposition. The amount
of gain or loss recognized on a sale or other disposition of such euros
will be equal to the difference between (i) the amount of U.S. dollars, or
the fair market value in U.S. dollars of the other currency or property
received in such sale or other disposition and (ii) the tax basis of such
euros.

NON-U.S. HOLDERS

        Subject to the discussion below concerning information reporting
and backup withholding, generally a Non-U.S. Holder will not be subject to
U.S. federal income tax on payments of interest on, or on any gain on the
sale of, a new note, unless such Non-U.S. Holder held the new note in
connection with a U.S. trade or business carried on by such Non-U.S.
Holder, or in the case of the sale of the new notes by a non-U.S. Holder
who is an individual, such individual was present in the U.S. for 183 days
or more during the taxable year in which such gain is realized and certain
other requirements are met.

INFORMATION REPORTING AND BACKUP WITHHOLDING

        Payments made with respect to the new notes and the proceeds upon
the sale or other disposition of the new notes may be subject to
information reporting and possible U.S. backup withholding at a 31% rate.
Backup withholding will not apply to U.S. Holders who furnish a correct
taxpayer identification number and provide other certification or who are
otherwise exempt from backup withholding. Copies of those information
returns may also be made available, under the provisions of a specific
treaty or agreement, to the tax authorities of the country in which the
Non-U.S. Holder resides. The regulations provide that backup withholding
and information reporting will not apply to payments made in respect of the
new notes by the issuer to a Non-U.S. Holder, if the Non-U.S. Holder
certifies as to its non-U.S. status under penalties of perjury or otherwise
establishes an exemption (provided that neither the issuer nor its paying
agent has actual knowledge that the Non-U.S. Holder is a U.S. person or
that the conditions of any other exemption are not, in fact, satisfied).
Generally, U.S. Holders will provide such certification on IRS Form W-9
(Request for Taxpayer Identification Number and Certification) and Non-U.S.
Holders will provide such certification on IRS Form W-8 (Certificate of
Foreign Status) or successor forms.

        The payment of the proceeds from the disposition of new notes to or
through the U.S. office of any broker, U.S. or foreign, will be subject to
information reporting and possible backup withholding unless the owner
certifies as to its non-U.S. status under penalty of perjury or otherwise
establishes an exemption, provided that the broker does not have actual
knowledge that the Non-U.S. Holder is a U.S. person or that the conditions
of any other exemption are not, in fact, satisfied. The payment of the
proceeds from the disposition of a new note to or through a non-U.S. office
of a non-U.S. broker that is not a U.S. related person will not be subject
to information reporting or backup withholding. For this purpose, a "U.S.
related person" is (i) a "controlled foreign corporation" for U.S. federal
income tax purposes or (ii) a foreign person 50% or more of whose gross
income from all sources for the three-year period ending with the close of
its taxable year preceding the payment (or for such part of the period that
the broker has been in existence) is derived from activities that are
effectively connected with the conduct of a U.S. trade or business.

        In the case of the payment of proceeds from the disposition of new
notes to or through a non-U.S. office of a broker that is a U.S. related
person, the regulations require information reporting on the payment unless
the broker has documentary evidence in its files that the owner is a
Non-U.S. Holder and the broker has no knowledge to the contrary. Backup
withholding will not apply to payments made through foreign offices of a
broker that is a U.S. person or a U.S. related person (absent actual
knowledge that the payee is a U.S. person).

        Any amounts withheld under the backup withholding rules from a
payment to a Non-U.S. Holder will be allowed as a refund or a credit
against such Non-U.S. Holders' federal income tax liability, provided that
the requisite procedures are followed.

        The U.S. Treasury Department has promulgated new final regulations
regarding the withholding and information reporting rules discussed above
applicable to Non-U.S. Holders. In general, the final regulations do not
significantly alter the substantive withholding and information reporting
requirements but rather unify current certification procedures and forms
and clarify reliance standards. However, the Treasury regulations may
require Non-U.S. Holders to furnish new certification of their foreign
status. The final regulations are generally effective for payments made
after December 31, 2000, subject to certain transition rules. Non-U.S.
Holders should consult their own tax advisors with respect to the impact,
if any, of the final regulations.


                               DUTCH TAXATION

INTRODUCTION

        This summary describes the principal tax consequences that will
generally apply in case of an investment in the notes under Dutch tax laws
in force and in effect as of the date hereof, and is subject to changes in
Dutch law, including changes that could have retroactive effect. Not every
potential tax consequence of such investment under the laws of the
Netherlands will be addressed. Prospective investors should consult their
professional tax advisors regarding their particular personal tax
consequences of acquiring, owning and disposing of the notes.

PROPOSED EUROPEAN UNION TAX DIRECTIVE ON INTEREST FROM SAVINGS

        In May 1998, the European Commission presented to the Council of
Ministers of the European Union a proposal to oblige Member States to adopt
either a "withholding tax system" or an "information reporting system" in
relation to interest, discounts and premiums. It is unclear whether this
proposal will be adopted, and if it is adopted, whether it will be adopted
in its current form. The "withholding tax system" would require a paying
agent established in a Member State to withhold tax at a minimum rate of 20
percent from any interest, discount or premium paid to an individual
resident in another Member State unless such an individual presents a
certificate obtained from the tax authorities of the Member State in which
he is resident confirming that those authorities are aware of the payment
due to that individual. The "information reporting system" would require a
Member State to supply, to other Member States, details of any payment of
interest, discount or premium made by paying agents within its jurisdiction
to an individual resident in another Member State. For these purposes, the
term "paying agent" is widely defined and includes an agent who collects
interest, discounts or premium on behalf of an individual beneficially
entitled thereto. If this proposal is adopted, it will not apply to
payments of interest, discounts or premiums made before January 1, 2001. In
the description of the taxation below, the withholding tax consequences of
the adoption of the proposal have not been reflected.

TAX REFORM 2001

        Recently, the Individual Income Tax Act 2001 (Wet
inkomstenbelasting 2001) was enacted (Act of May 11, 2000, Staatsblad 215),
to replace the Individual Income Tax Act 1964 (Wet op de inkomstenbelasting
1964). In a separate Act, certain transitional provisions were enacted and
a number of changes were made to other tax acts (Invoeringswet Wet
inkomstenbelasting 2001, Act of May 11, 2000, Staatsblad 216). The new
legislation will become effective as of January 1, 2001. Amendments may
still be made before that date, through supplemental Acts. The new
legislation will substantially change the Dutch taxation. The effect of the
new legislation becoming effective is not taken into account in the summary
of Dutch taxation below, with the exception of the abolition of the net
wealth tax.

THE NETHERLANDS

        WITHHOLDING TAX

        All payments under the notes may be made free of withholding or
deduction of, for or on account of any taxes of whatever nature imposed,
levied, withheld or assessed by the Netherlands or any political
subdivision or taxing authority thereof or therein.

        TAXES ON INCOME AND CAPITAL GAINS

        A holder of notes will not be subject to any Dutch taxes on income
or capital gains in respect of any payment under the notes or in respect of
any gain realized on the disposal of the notes, including any gain realized
on the disposal of old notes for new notes pursuant to the exchange offer,
provided that:

        o      such holder is neither resident nor deemed to be resident in
               the Netherlands;

        o      such holder does not have an enterprise or an interest in an
               enterprise that is, in whole or in part, carried on through
               a permanent establishment or a permanent representative in
               the Netherlands and to which enterprise or part of an
               enterprise, as the case may be, the notes are attributable;
               and

        o      such holder does not have a substantial interest or a deemed
               substantial interest in the issuer or, if such holder does
               have such an interest, it forms part of the assets of an
               enterprise.

        Generally, a holder of notes will not have a substantial interest
if he, his spouse, certain other relatives (including foster children) or
certain persons sharing his household, do not hold, alone or together,
whether directly or indirectly, the ownership of, or certain other rights
over, shares representing five percent or more of the total issued and
outstanding capital (or the issued and outstanding capital of any class of
shares) of the issuer, or rights to acquire shares, whether or not already
issued, that represent at any time (and from time to time) five percent or
more of the total issued and outstanding capital (or the issued and
outstanding capital of any class of shares) of the issuer or the ownership
of certain profit participating certificates that relate to five percent or
more of the annual profit of the issuer and/or to five percent or more of
the liquidation proceeds of the issuer. A deemed substantial interest is
present if (part of) a substantial interest has been disposed of, or is
deemed to have been disposed of, on a non-recognition basis.

        A holder of notes will not be subject to income taxation in the
Netherlands by reason only of the issue of the notes or the performance by
the issuer of its obligations or under the notes.

        GIFT AND INHERITANCE TAXES

        No gift or inheritance taxes will arise in the Netherlands with
respect to an acquisition of notes by way of a gift by, or on the death of,
a holder of notes who is neither resident nor deemed to be resident in the
Netherlands, unless:

        o      such holder at the time of the gift has or at the time of
               his death had an enterprise or an interest in an enterprise
               that is or was, in whole or in part, carried on through a
               permanent establishment or a permanent representative in the
               Netherlands and to which enterprise or part of an
               enterprise, as the case may be, the notes are or were
               attributable; or

        o      in the case of a gift of notes by an individual who at the
               date of the gift was neither resident nor deemed to be
               resident in the Netherlands, such individual dies within 180
               days after the date of the gift, while being resident or
               deemed to be resident in the Netherlands.

        TURNOVER TAX

        No Dutch turnover tax will arise in respect of any payment in
consideration for the issue of the notes or with respect to any payment by
the issuer of principal or interest on the notes.

        CAPITAL TAX

        No Dutch capital tax will be payable in respect of or in connection
with the performance of the issuer of its obligations under the notes, with
the exception of capital tax that may be due by the issuer on capital
contributions made or deemed to be made to the issuer under the indenture
and/or under the capitalization and keepwell agreement.

        OTHER TAXES AND DUTIES

        No Dutch registration tax, custom duty, transfer tax, stamp duty or
any other similar documentary tax or duty, other than court fees, will be
payable in the Netherlands in respect of or in connection with the
performance by the issuer of its obligations under the notes.


               PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS

        The exchange offer is not being made to, nor will the issuer accept
surrenders of old notes for exchange from, holders of old notes in any
jurisdiction in which the exchange offer or the acceptance thereof would
not be in compliance with the securities or blue sky laws of such
jurisdiction.

        The offer of the old notes was made in reliance upon Section 6 of
the Dutch Exemption Regulation under the Supervision of Securities Trade
Act of 1995 (as amended) (the "Euro Securities Exemption"). Accordingly,
neither the issuer nor any holder of new notes may engage in a general
advertising or sales campaign (algemene reclamecampagne of
colportagecampagne), within the meaning of the Dutch Exemption Regulation
under the Supervision of Securities Trade Act of 1995 (as amended),
worldwide with respect to the new notes.

        New notes will only be available for exchange for the old notes in
the United Kingdom pursuant to the exchange offer by persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments, as principal or agent, for the purposes of their businesses or
otherwise in circumstances that do not constitute an offer to the public in
the United Kingdom for purposes of the Public Offers of Securities
Regulations 1995.

        No document issued in connection with the exchange offer, including
this prospectus, may be passed on to any person in the United Kingdom
unless that person is as described in Article 11(3) of the Financial
Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1996
(as amended), or is a person to whom the document may otherwise lawfully be
issued or passed on. Accordingly, by accepting delivery of this prospectus,
the recipient warrants and acknowledges that it is such a person.

        In reliance on interpretations of the staff of the SEC set forth in
no-action letters issued to third parties in similar transactions, we
believe that the new notes issued in the exchange offer in exchange for the
old notes may be offered for resale, resold and otherwise transferred by
holders without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that the new notes are acquired
in the ordinary course of such holders' business and the holders are not
engaged in and do not intend to engage in and have no arrangement or
understanding with any person to participate in a distribution of new
notes. This position does not apply to any holder that is

        o      an "affiliate" of the issuer, Jones Lang LaSalle
               Incorporated or any subsidiary guarantor (within the meaning
               of Rule 405 under the Securities Act);

        o      a broker-dealer who acquired notes directly from the issuer;
               or

        o      a broker-dealer who acquired notes as a result of
               market-making or other trading activities.

        All participating broker-dealers receiving new notes in the
exchange offer are subject to a prospectus delivery requirement with
respect to resales of the new notes. To date, the SEC has taken the
position that participating broker-dealers may fulfill their prospectus
delivery requirements with respect to transactions involving an exchange of
securities such as the exchange pursuant to the exchange offer, other than
a resale of an unsold allotment from the sale of the old notes to the
placement agents, with this prospectus.

        Each broker-dealer receiving new notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in any
resale of the new notes. Participating broker-dealers may use this
prospectus in reselling new notes if the old notes were acquired for their
own accounts as a result of market-making activities or other trading
activities. The issuer, Jones Lang LaSalle Incorporated and the subsidiary
guarantors have agreed that a participating broker-dealer may use this
prospectus in reselling new notes for a period ending 180 days after the
expiration date of the exchange offer (subject to extension under limited
circumstances). A participating broker-dealer intending to use this
prospectus in the resale of new notes must notify the issuer, on or before
the expiration date, that it is a participating broker-dealer. This notice
may be given in the space provided for in the letter of transmittal or may
be delivered to the exchange agent. The issuer, Jones Lang LaSalle
Incorporated and the subsidiary guarantors have agreed that, for a period
of 180 days after the expiration date (subject to extension under limited
circumstances), they will make this prospectus, and any amendment or
supplement to this prospectus, available to any participating broker-dealer
that requests these documents in the letter of transmittal.

        In addition, until [ . ], 2000 all dealers that effect transactions
in the new notes, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

        We will not receive any proceeds from any sale of the new notes by
broker-dealers. Broker-dealers acquiring new notes for their own accounts
may sell the notes in one or more transactions in the over-the-counter
market, in negotiated transactions, through writing options on the new
notes or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing
market prices or at negotiated prices. Any such resale may be made directly
to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of such new notes.

        Any broker-dealer reselling new notes that it received in the
exchange offer and any broker or dealer that participates in a distribution
of new notes may be deemed to be an "underwriter" within the meaning of the
Securities Act. Any profit on any resale of new notes and any commissions
or concessions received by any persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states
that by acknowledging that it will deliver and by delivering a prospectus,
a broker-dealer will not admit that it is an "underwriter" within the
meaning of the Securities Act.

                               LEGAL MATTERS

        The validity of the new notes registered pursuant to the
registration statement of which this prospectus forms a part will be passed
upon for us by Skadden, Arps, Slate, Meagher & Flom (Illinois) and
affiliates. Certain matters of Maryland law will be passed upon for us by
Piper Marbury Rudnick & Wolfe LLP, Baltimore, Maryland, and certain matters
of Dutch law will be passed upon for us by Loyens & Loeff, Amsterdam, the
Netherlands.

                                  EXPERTS

        The consolidated financial statements and schedule of Jones Lang
LaSalle Incorporated and subsidiaries and their predecessors, appearing in
Jones Lang LaSalle Incorporated's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 and in Jones Lang LaSalle Incorporated's
Current Report on Form 8-K, dated August 11, 2000, have been incorporated
by reference herein in reliance upon the reports of KPMG LLP, independent
certified accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.


                    WHERE YOU CAN FIND MORE INFORMATION

        In connection with the exchange offer, the issuer and the
guarantors have filed with the SEC a registration statement relating to the
new notes on forms F-4 and S-4 under the Securities Act. This prospectus
constitutes a part of the registration statement. As permitted under SEC
rules, the prospectus does not include all of the information contained in
the registration statement. We refer you to the registration statement,
including all amendments, supplements, schedules and exhibits thereto, for
further information about the issuer, the guarantors and the new notes.
Statements in this prospectus concerning the provisions of documents are
not necessarily summaries of all provisions of those documents. If we have
filed any document as an exhibit to the registration statement, you should
read the exhibit for a more complete understanding of that document.

        Jones Lang LaSalle Incorporated files annual, quarterly and current
reports, proxy statements and other information with the SEC. You may
inspect and copy such material at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the SEC's regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. You
may also obtain copies of such material from the SEC at prescribed rates by
writing to the Public Reference Section of the Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for more information on the public reference rooms.
You can also find our SEC filings at the SEC web site http://www.sec.gov.
The indenture governing the notes requires us to file with the SEC, and to
provide to you upon request, reports and other information called for under
Exchange Act rules, regardless of whether we are subject to the reporting
requirements of the Exchange Act.

        Reports, proxy statements and other information concerning Jones
Lang LaSalle can also be inspected at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, where Jones Lang LaSalle Incorporated's
common stock is listed. In addition, so long as the notes are listed on the
Luxembourg Stock Exchange and the rules of the exchange so require, copies
of the most recent consolidated financial statements for the preceding
financial year and any interim quarterly financial statements published by
us, as well as copies of the reports, proxy statements and other
publicly-available information filed by Jones Lang LaSalle Incorporated
with the SEC, will be available at the specified office of the paying and
transfer agent in Luxembourg.

                   INFORMATION INCORPORATED BY REFERENCE

        Rather than include certain information in this prospectus that we
have already included in reports filed with the SEC, we are incorporating
this information by reference, which means that we can disclose important
information to you by referring to those publicly filed documents that
contain the information. The information incorporated by reference is
considered to be part of this prospectus, and information that we file
later with the SEC will automatically update and supersede the information
in this prospectus. Accordingly, we incorporate by reference the following
documents filed by Jones Lang LaSalle Incorporated:

        o      Annual Report on Form 10-K for the fiscal year ended
               December 31, 1999;

        o      Proxy Statement for the 2000 Annual Meeting of Stockholders;

        o      Quarterly Reports on Form 10-Q for the quarterly periods
               ended March 31 and June 30, 2000; and

        o      Current Reports on Form 8-K dated June 30, 2000 and August
               11, 2000 (filed July 24 and August 11, 2000, respectively).

        In addition, all reports and other documents we subsequently file
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus will be deemed to be incorporated by reference
in this prospectus and to be part of this prospectus from the date of the
filing of such reports and documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for the purposes of this
prospectus to the extent that a statement contained in any subsequently
filed document which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

        We will provide without charge to each person to whom this
prospectus is delivered, upon request of such person, a copy of any or all
documents that are incorporated into this prospectus by reference, other
than exhibits to any such document unless such exhibits are specifically
incorporated by reference into the document to which this prospectus
refers. You should direct such requests to Jones Lang LaSalle Incorporated,
200 East Randolph Drive, Chicago, Illinois 60601, Attention: Investor
Relations (312) 782-5800. In addition, copies of all documents that are
incorporated into this prospectus by reference may be obtained at the
office of the Luxembourg paying and transfer agent.

        You should rely only on the information incorporated by reference
or provided in this prospectus or any supplement to this prospectus. We
have not authorized anyone to provide you with different or additional
information. The issuer and the guarantors are not making an offer to sell
any notes in any jurisdiction where the exchange offer is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of this document.








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


No dealer, sales representative or other person has been authorized to give
any information or to make any representations other than those contained
in this prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by Jones
Lang LaSalle Incorporated, Jones Lang LaSalle Finance B.V. or any other
subsidiary of Jones Lang LaSalle Incorporated. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the securities to which it relates, nor does it
constitute an offer to sell or the solicitation of an offer to buy such
securities, in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such an
offer or solicitation. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of Jones Lang LaSalle Incorporated
and its subsidiaries since the date hereof or that information contained in
this prospectus is correct as of any time subsequent to its date.

Until [ . ], 2000, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required
to deliver a prospectus. This is in addition to the dealers' obligation to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

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




                                  PART II
                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a)            Netherlands law does not prohibit indemnification of directors,
        employees and agents of private limited liability companies
        incorporated under the laws of the Netherlands. Under Netherlands
        law, the legal reasonableness and fairness test means that such
        indemnity cannot be relied on where the individual has been grossly
        negligent, fraudulent or dishonest.

               There is no provision of the articles of association of
        Jones Lang LaSalle Finance B.V. under which any managing director
        of Jones Lang LaSalle Finance B.V. is insured or indemnified in any
        manner against any liability that he or she may incur in his or her
        capacity as such.

(b)            The charters of each of Jones Lang LaSalle Incorporated, Jones
        Lang LaSalle Americas, Inc., LaSalle Investment Management, Inc.,
        Jones Lang LaSalle Co-Investment, Inc. and LaSalle Hotel Advisors,
        Inc. contain provisions which eliminate the personal liability of a
        director or officer of such corporation to the corporation and its
        stockholders for breaches of fiduciary duty to the fullest extent
        provided by law. Under the Maryland General Corporation Law (the
        "MGCL"), however, these provisions do not eliminate or limit the
        personal liability of a director or officer (i) to the extent that
        it is proved that the director or officer actually received an
        improper benefit or profit or (ii) if a judgment or other final
        adjudication is entered in a proceeding based on a finding that the
        director's or officer's action, or failure to act, was the result
        of active and deliberate dishonesty and was material to the cause
        of action adjudicated in such proceeding.

               The charters of Jones Lang LaSalle Incorporated, Jones Lang
        LaSalle Americas, Inc., LaSalle Investment Management, Inc., Jones
        Lang LaSalle Co-Investment, Inc. and LaSalle Hotel Advisors, Inc.
        provide that each such corporation shall indemnify its directors
        and officers to the fullest extent permitted by MGCL and, subject
        to limitations currently required by statute, to pay their expenses
        in advance. The MGCL provides that a corporation may indemnify any
        director made a party to any proceeding by reason of service in
        that capacity unless it is established that (i) the act or omission
        of the director was material to the matter giving rise to the
        proceeding and (a) was committed in bad faith or (b) was the result
        of active and deliberate dishonesty, or (ii) the director actually
        received an improper personal benefit in money, property or
        services, or (iii) in the case of any criminal proceeding, the
        director had reasonable cause to believe that the act or omission
        was unlawful. The statute permits a Maryland corporation to
        indemnify its officers, employees or agents to the same extent as
        its directors and to such further extent as is consistent with law.

               Jones Lang LaSalle Incorporated has obtained directors' and
        officers' liability insurance ("D&O Insurance"). In addition, Jones
        Lang LaSalle Incorporated has entered into an indemnification
        agreement with each of its directors and certain of its officers.
        The D&O Insurance and the indemnification agreements insure Jones
        Lang LaSalle Incorporated's officers and directors against certain
        liabilities, including liabilities under the securities laws. The
        indemnification agreements indemnify and advance expenses to Jones
        Lang LaSalle Incorporated's directors and officers to the fullest
        extent permitted by the MGCL.

               The foregoing statements are subject to the detailed
        provisions of Section 2-418 and Section 2-405.2 of the MGCL;
        articles Sixth and Seventh of Jones Lang LaSalle Incorporated.'s
        articles of incorporation; paragraphs three and four of Article
        Seventh of the articles of incorporation of each of Jones Lang
        LaSalle Americas, Inc., LaSalle Investment Management, Inc., Jones
        Lang LaSalle Co-Investment, Inc. and LaSalle Hotel Advisors, Inc.;
        and Article VIII of the bylaws of each of Jones Lang LaSalle
        Incorporated, Jones Lang LaSalle Americas, Inc., LaSalle Investment
        Management, Inc., Jones Lang LaSalle Co-Investment, Inc. and
        LaSalle Hotel Advisors, Inc., as applicable.

               The foregoing discussion is qualified in its entirety by
        reference to the charters and bylaws of each of Jones Lang LaSalle
        Incorporated, Jones Lang LaSalle Americas, Inc., LaSalle Investment
        Management, Inc., Jones Lang LaSalle Co-Investment, Inc. and
        LaSalle Hotel Advisors, Inc., included as exhibits to this
        registration statement, and to the MGCL.

(c)            As permitted by Section 102 of the Delaware General Corporation
        Law, as amended (the "DGCL"), the certificate of incorporation of
        Jones Lang LaSalle International, Inc. provides that a director of
        the corporation shall not be personally liable to Jones Lang
        LaSalle International, Inc. or its stockholders for monetary
        damages for breach of fiduciary duty as a director, except for
        liability (i) for any breach of the director's duty of loyalty to
        the corporation or its stockholders, (ii) for acts or omissions not
        in good faith or which involve intentional misconduct or a knowing
        violation of law, (iii) for authorizing the payment of a dividend
        or approving a stock repurchase or redemption in violation of the
        DGCL or (iv) for any transaction from which the director derived an
        improper personal benefit. The certificate of incorporation
        provides further that, if the DGCL is amended to authorize the
        further elimination or limitation of the liability of directors,
        then the liability of the directors of Jones Lang LaSalle
        International, Inc. shall be eliminated or limited to the full
        extent authorized by the DGCL as so amended.

               Section 145 of the DGCL provides, among other things, that a
        corporation may indemnify any person who was or is a party or is
        threatened to be made a party to any threatened, pending or
        completed action, suit or proceeding (other than an action by or in
        the right of the corporation) by reason of the fact that the person
        is or was a director, officer, agent or employee of the corporation
        or is or was serving at the corporation's request as a director,
        officer, agent, or employee of another corporation, partnership,
        joint venture, trust or other enterprise (including an employee
        benefit plan) against expenses, including attorneys' fees,
        judgment, fines and amounts paid in settlement actually and
        reasonably incurred by the person in connection with such action,
        suit or proceeding. The power to indemnify applies (a) if such
        person is successful on the merits or otherwise in defense of any
        action, suit or proceeding, or (b) if such person acted in good
        faith and in a manner he reasonably believed to be in the best
        interest, or not opposed to the best interest, of the corporation,
        and with respect to any criminal action or proceeding had no
        reasonable cause to believe his conduct was unlawful. The power to
        indemnify such person also applies to actions brought by or in the
        right of the corporation, but only to the extent of defense
        expenses (including attorneys' fees but excluding amounts paid in
        settlement) actually and reasonably incurred and not to any
        satisfaction of judgment or settlement of the claim itself, and
        with the further limitation that in such actions no indemnification
        shall be made in the event of any adjudication of negligence or
        misconduct in the performance of such person's duties to the
        corporation, unless the court believes that in light of all the
        circumstances indemnification should apply.

               Jones Lang LaSalle International Inc.'s bylaws provide that
        the corporation shall provide indemnification to its directors and
        officers to the extent and under those circumstances described in
        the preceding paragraph. Jones Lang LaSalle International Inc.'s
        bylaws also provide that the corporation shall indemnify any
        director or officer who was or is a party or is threatened to be
        made a party to any threatened, pending or completed action, suit
        or proceeding against expenses (including attorneys' fees),
        judgments, fines, penalties, taxes and amounts paid in settlement
        actually and reasonably incurred by him in connection with such
        action, suit or proceeding (i) by reason of such person's service
        with respect to an employee benefit plan covering employees of the
        corporation or a subsidiary or (ii) in connection with any matter
        arising under revenue or taxation laws, by reason of the fact that
        such person is or was a director or officer of the corporation or
        related enterprise and had responsibility for or participated in
        activities relating to compliance with such revenue or taxation
        laws and regulations; provided, in the case of each of the
        foregoing clauses (i) and (ii), that such person did not act
        dishonestly or in willful or reckless violation of the law or
        regulation under which the suit or proceeding arises.

               As permitted under Section 145 of the DGCL, the
        indemnification provisions of Jones Lang LaSalle International,
        Inc.'s bylaws permit payment of expenses incurred in defending an
        action, suit or proceeding in advance of the final disposition of
        such action, suit or proceeding if certain conditions are
        satisfied.

               The indemnification provisions contained in Jones Lang
        LaSalle International, Inc.'s bylaws are not exclusive of any other
        rights to which a person may be entitled.

               The foregoing statements are subject to the detailed
        provisions of sections 102(b)(7) and 145 of the DGCL, Article
        Eighth of Jones Lang LaSalle International, Inc.'s certificate of
        incorporation and Article VI of Jones Lang LaSalle International,
        Inc.'s bylaws, as applicable.

               The foregoing discussion is qualified in its entirety by
        reference to Jones Lang LaSalle International, Inc.'s certificate
        of incorporation and bylaws, included as exhibits to this
        registration statement, and to the DGCL.

(d)     Jones Lang LaSalle Limited's memorandum and articles of association
        do not contain any provision under which any director or officer of
        Jones Lang LaSalle Limited is insured or indemnified in any manner
        against any liability that he or she may incur in his or her
        capacity as such.

               Section 310 of the Companies Act 1985 (as amended by the
        Companies Act 1989) (the "Companies Act") provides as follows:

               310. Provisions Exempting Officers and Auditors from Liability

                      This section applies to any provision, whether
               contained in a company's articles or in any contract with
               the Company or otherwise, for exempting any officer of the
               Company or any person (whether an officer or not) employed
               by the Company as auditor from, or indemnifying him against
               any liability which by virtue of any rule of law would
               otherwise attach to him in respect of any negligence,
               default, breach of duty or breach of trust of which he may
               be guilty in relation to the Company.

                      I.  Except as provided by the following subsection, any
                          such provision is void.

                      II. This section does not prevent a company--

                             A. from purchasing and maintaining for any such
                             officer or auditor insurance against any such
                             liability, or

                             B. from indemnifying any such officer or auditor
                             against any liability incurred by him--

                                    1. in defending any proceedings
                                    (whether civil or criminal) in which
                                    judgment is given in his favor or he is
                                    acquitted, or

                                    2. in connection with any application
                                    under Section 144(3) or (4)
                                    (acquisition of shares by innocent
                                    nominee) or Section 727 (general power
                                    to grant relief in case of honest and
                                    reasonable conduct) in which relief is
                                    granted to him by the court.

               Section 727 of the Companies Act provides:

                      (1) If in any proceedings for negligence, default,
               breach of duty or breach of trust against an officer of a
               company or a person employed by a company as auditor
               (whether he is or is not an officer of the company) it
               appears to the court hearing the case that that officer or
               person is or may be liable in respect of the negligence,
               default, breach of duty or breach of trust, but that he has
               acted honestly and reasonably, and that having regard to all
               the circumstances of the case (including those connected
               with his appointment) he ought fairly to be excused for the
               negligence, default, breach of duty or breach of trust, that
               court may relieve him, either wholly or partly, from his
               liability on such terms as it thinks fit.

                      (2) If any such officer or person as above-mentioned
               has reason to apprehend that any claim will or might be made
               against him in respect of any negligence, default, breach of
               duty or breach of trust, he may apply to the court for
               relief; and the court on the application has the same power
               to relieve him as under this section it would have had if it
               had been a court before which proceedings against that
               person for negligence, default, breach of duty or breach of
               trust had been brought.

                      (3) Where a case to which subsection (1) applies is
               being tried by a judge with a jury, the judge, after hearing
               the evidence, may, if he is satisfied that the defendant or
               defender ought in pursuance of that subsection to be
               relieved either in whole or in part from the liability
               sought to be enforced against him, withdraw the case in
               whole or in part from the jury and forthwith direct judgment
               to be entered for the defendant or defender on such terms as
               to costs or otherwise as the judge may think proper.


ITEM 21.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

        (a)  Exhibits.

Exhibit
   No.                              Description
- - - -------                             -----------

2.1     Subscription Agreement (incorporated by reference to Exhibit 2.01
        to Jones Lang LaSalle Incorporated's Registration Statement on Form
        S-1 (File No. 333-25741)).
2.2     Purchase and Sale Agreement, dated as of October 21, 1998, as
        amended, with respect to the acquisition by Jones Lang LaSalle
        Incorporated of the JLW Parent Companies operating in Europe and
        the U.S.A. (the "Europe/USA Agreement") (incorporated by reference
        to Exhibit 10.1 to Jones Lang LaSalle Incorporated's Current Report
        on Form 8-K dated October 22, 1998 (filed December 9, 1998)).
2.3     Purchase and Sale Agreement, dated as of October 21, 1998, as
        amended, with respect to the acquisition by Jones Lang LaSalle
        Incorporated of the JLW Parent Companies operating in Australia and
        New Zealand (the "Australasia Agreement") (incorporated by
        reference to Exhibit 10.2 to Jones Lang LaSalle Incorporated's
        Current Report on Form 8-K dated October 22, 1998 (filed December
        9, 1998)).
2.4     Purchase and Sale Agreement, dated as of October 21, 1998, as
        amended, with respect to the acquisition by Jones Lang LaSalle
        Incorporated of the JLW Parent Companies operating in Asia (the
        "Asia Agreement") (incorporated by reference to Exhibit 10.3 to
        Jones Lang LaSalle Incorporated's Current Report on Form 8-K dated
        October 22, 1998 (filed December 9, 1998)).
2.5     Form of Purchase and Sale Joinder Agreement, dated as of October
        21, 1998, by and among Jones Lang LaSalle Incorporated and each of
        the shareholders selling equity interests in the JLW Parent
        Companies under the Europe/USA Agreement (incorporated by reference
        to Exhibit 10.4 to Jones Lang LaSalle Incorporated's Current Report
        on Form 8-K dated October 22, 1998 (filed December 9, 1998)).
2.6     Form of Purchase and Sale Joinder Agreement, dated as of October
        21, 1998, by and among Jones Lang LaSalle Incorporated and each of
        the shareholders selling equity interests in the JLW Parent
        Companies under the Australasia Agreement (incorporated by
        reference to Exhibit 10.5 to Jones Lang LaSalle Incorporated's
        Current Report on Form 8-K dated October 22, 1998 (filed December
        9, 1998)).
2.7     Form of Purchase and Sale Joinder Agreement, dated as of October
        21, 1998, by and among Jones Lang LaSalle Incorporated and each of
        the shareholders selling equity interests in the JLW Parent
        Companies under the Asia Agreement (incorporated by reference to
        Exhibit 10.6 to Jones Lang LaSalle Incorporated's Current Report on
        Form 8-K dated October 22, 1998 (filed December 9, 1998)).
2.8     Form of Indemnity and Escrow Agreement, dated as of October 21,
        1998, by and among Jones Lang LaSalle Incorporated, certain
        subsidiaries of Jones Lang LaSalle Incorporated and each of the
        shareholders selling equity interests in the JLW Parent Companies
        under the Europe/USA Agreement, the Australasia Agreement and the
        Asia Agreement (incorporated by reference to Exhibit 10.7 to Jones
        Lang LaSalle Incorporated's Current Report on Form 8-K dated
        October 22, 1998 (filed December 9, 1998)).
2.9     Form of Stockholder Agreement, dated as of October 21, 1998, by and
        among Jones Lang LaSalle Incorporated and each of the persons
        receiving shares of common stock under the Europe/USA Agreement,
        the Australasia Agreement and the Asia Agreement (incorporated by
        reference to Exhibit 10.8 to Jones Lang LaSalle Incorporated's
        Current Report on Form 8-K dated October 22, 1998 (filed December
        9, 1998)).
2.10    Form of Stockholder Agreement, dated as of October 21, 1998, by and
        among Jones Lang LaSalle Incorporated and each of the partners of
        DEL-LPL Limited Partnership and DEL-LPAML Limited Partnership who
        was an employee of Jones Lang LaSalle Incorporated in October 1998
        and who received shares of Common Stock in connection with the
        dissolution of DEL-LPL Limited Partnership and DEL-LPAML Limited
        Partnership (incorporated by reference to Exhibit 10.9 to Jones
        Lang LaSalle Incorporated's Current Report on From 8-K dated
        October 22, 1998 (filed December 9, 1998)).
3.1     Charter of Jones Lang LaSalle Incorporated.*
3.2     Second Amended and Restated Bylaws of Jones Lang LaSalle
        Incorporated (incorporated by reference to Exhibit 4.2 to Jones
        Lang LaSalle Incorporated's Current Report on Form 8-K dated March
        11, 1999 (filed March 24, 1999)).
3.3     Articles of Association of Jones Lang LaSalle Finance B.V. (English
        Translation of Dutch Original).*
3.4     Charter of Jones Lang LaSalle Americas, Inc.*
3.5     Bylaws of Jones Lang LaSalle Americas, Inc.*
3.6     Charter of LaSalle Investment Management, Inc.*
3.7     Bylaws of LaSalle Investment Management, Inc.*
3.8     Certificate of Incorporation of Jones Lang LaSalle International, Inc.*
3.9     Bylaws of Jones Lang LaSalle International, Inc.*
3.10    Charter of Jones Lang LaSalle Co-Investment, Inc.*
3.11    Bylaws of Jones Lang LaSalle Co-Investment, Inc.*
3.12    Articles of Incorporation of LaSalle Hotel Advisors, Inc.*
3.13    Bylaws of LaSalle Hotel Advisors, Inc.*
3.14    Memorandum of Association of Jones Lang LaSalle Limited.*
3.15    Articles of Association of Jones Lang LaSalle Limited.*
4.1     Form of certificate representing shares of Jones Lang LaSalle
        Incorporated common stock (incorporated by reference to Exhibit 4.3
        to Jones Lang LaSalle Incorporated's Current Report on Form 8-K
        dated March 11, 1999 (filed March 24, 1999)).
4.2     Indenture, dated July 26, 2000, among Jones Lang LaSalle Finance
        B.V., Jones Lang LaSalle Incorporated, as parent Guarantor, Jones
        Lang LaSalle Americas, Inc., LaSalle Investment Management, Inc.,
        Jones Lang LaSalle International, Inc., Jones Lang LaSalle
        Co-Investment, Inc., LaSalle Hotel Advisors, Inc. and Jones Lang
        LaSalle Limited, as Guarantors, and The Bank of New York, as
        trustee (incorporated by reference to Exhibit 4.1 to Jones Lang
        LaSalle Incorporated's Quarterly Report on Form 10-Q for the
        quarterly period ended June 30, 2000).
4.3     Form of Note (included in Exhibit 4.2).
4.4     Registration Rights Agreement, dated July 19, 2000, among Jones
        Lang LaSalle Finance B.V., Jones Lang LaSalle Incorporated, Jones
        Lang LaSalle Americas, Inc., LaSalle Investment Management, Inc.,
        Jones Lang LaSalle International, Inc., Jones Lang LaSalle
        Co-Investment, Inc., LaSalle Hotel Advisors, Inc., Jones Lang
        LaSalle Limited, Morgan Stanley & Co. International Limited, Bank
        of America International Limited, BMO Nesbitt Burns Corp., and
        Chase Manhattan International Limited (incorporated by reference to
        Exhibit 4.1 to Jones Lang LaSalle Incorporated's Quarterly Report
        on Form 10-Q for the quarterly period ended June 30, 2000).
5.1     Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).**
5.2     Opinion of Piper Marbury Rudnick & Wolfe LLP.**
5.3     Opinion of Loyens & Loeff.**
5.4     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.**
10.1    Second Amended and Restated Multicurrency Credit Agreement, dated
        as of July 26, 2000 (incorporated by reference to Exhibit 10.1 to
        Jones Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for
        the quarterly period ended June 30, 2000).
10.2    Contribution and Exchange Agreement, dated as of April 21, 1997, by
        and among DEL-LPL Limited Partnership, DEL-LPAML Limited
        Partnership, LaSalle Partners Limited Partnership, LaSalle Partners
        Management Limited Partnership, The Galbreath Company, The
        Galbreath Company of California, Inc., Galbreath Holdings, LLC and
        the Stockholders of The Galbreath Company (incorporated by
        reference to Exhibit 10.08 to Jones Lang LaSalle Incorporated's
        Registration Statement on Form S-1 (File No. 333-25741)).
10.3    Asset Purchase Agreement, dated as of December 31, 1996, by and
        among LaSalle Construction Limited Partnership, LaSalle Partners
        Limited Partnership, Clune Construction Company, L.P. and Michael
        T. Clune (incorporated by reference to Exhibit 10.10 to Jones Lang
        LaSalle Incorporated's Registration Statement on Form S-1 (File No.
        333-25741)).
10.4    1997 Stock Award and Incentive Plan (incorporated by reference to
        Exhibit 99.2 to Jones Lang LaSalle Incorporated's Registration
        Statement on Form S-8 (File No. 333-42193)).
10.5    Amendment to Jones Lang LaSalle Incorporated's 1997 Stock Award and
        Incentive Plan (incorporated by reference to Exhibit 10.1 to Jones
        Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for the
        quarterly period ended June 30, 1998).
10.6    Second Amendment to the 1997 Stock Award and Incentive Plan
        (incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
        Incorporated's Quarterly Report on Form 10-Q for the quarterly
        period ended September 30, 1999).
10.7    Third Amendment to the 1997 Stock Award and Incentive Plan
        (incorporated by reference to Exhibit 10.2 to Jones Lang LaSalle
        Incorporated's Quarterly Report on Form 10-Q for the quarterly
        period ended September 30, 1999).
10.8    Employee Stock Purchase Plan (incorporated by reference to Exhibit
        99.1 to Jones Lang LaSalle Incorporated's Registration Statement on
        Form S-8 (File No. 333-42193)).
10.9    First Amendment to the Employee Stock Purchase Plan (incorporated
        by reference to Exhibit 10.2 to Jones Lang LaSalle Incorporated's
        Quarterly Report on Form 10-Q for the quarterly period ended June
        30, 1998).
10.10   Second Amendment to the Employee Stock Purchase Plan (incorporated
        by reference to Exhibit 10.3 to Jones Lang LaSalle Incorporated's
        Quarterly Report on Form 10-Q for the quarterly period ended
        September 30, 1998).
10.11   Third Amendment to the Employee Stock Purchase Plan (incorporated
        by reference to Exhibit 10.2 to Jones Lang LaSalle Incorporated's
        Quarterly Report on Form 10-Q for the quarterly period ended June
        30, 2000).
10.12   Amended and Restated Stock Compensation Program (incorporated by
        reference to Exhibit 10.11 to Jones Lang LaSalle Incorporated's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1999).
10.13   Description of Management Incentive Plan (incorporated by reference
        to Exhibit 10.8 to Jones Lang LaSalle Incorporated's Annual Report
        on Form 10-K for the fiscal year ended December 31, 1997).
10.14   Registration Rights Agreement, dated as of April 22, 1997, by and
        among Jones Lang LaSalle Incorporated, DEL-LPL Limited Partnership,
        DEL-LPAML Limited Partnership, DSA-LSPL, Inc., DSA-LSAM, Inc. and
        Galbreath Holdings, LLC (incorporated by reference to Exhibit 10.14
        to Jones Lang LaSalle Incorporated's Registration Statement on Form
        S-1 (File No. 333-25741)).
10.15   Form of Indemnification Agreement with Executive Officers and
        Directors (incorporated by Reference to Exhibit 10.14 to the Annual
        Report on Form 10-K for the year ended December 31, 1998).
10.16   Severance Pay Plan (incorporated by reference to Exhibit 10.15 to
        Jones Lang LaSalle Incorporated's Annual Report on Form 10-K for
        the fiscal year ended December 31, 1999).
10.17   Senior Executive Service Agreement with Christopher A. Peacock
        (incorporated by reference to Exhibit 10.16 to Jones Lang LaSalle
        Incorporated's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999).
10.18   Senior Executive Service Agreement with Robert Orr (incorporated by
        reference to Exhibit 10.17 to Jones Lang LaSalle Incorporated's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1999).
10.19   Consent Agreement, dated as of April 15, 1997, by and among
        DSA-LSPL, Inc., DSA-LSAM, Inc., DEL-LPL Limited Partnership,
        DEL-LPAML Limited Partnership, DEL/LaSalle Finance Company, L.L.C.,
        LaSalle Partners Limited Partnership and LaSalle Partners
        Management Limited Partnership (incorporated by reference to
        Exhibit 10.16 to Jones Lang LaSalle Incorporated's Registration
        Statement on Form S-1 (File No. 333-25741)).
10.20   Consent Agreement, dated as of April 22, 1997, by and among the
        Stockholders of The Galbreath Company and The Galbreath Company of
        California, Inc., Galbreath Holdings, LLC, DEL-LPL Limited
        Partnership, DEL-LPAML Limited Partnership, DEL/LaSalle Finance
        Company, L.L.C., LaSalle Partners Limited Partnership and LaSalle
        Partners Management Limited Partnership (incorporated by reference
        to Exhibit 10.17 to Jones Lang LaSalle Incorporated's Registration
        Statement on Form S-1 (File No. 333-25741)).
10.21   Purchase Agreement by and among Jones Lang LaSalle Incorporated and
        Lend Lease Corporation Limited, and the subsidiaries of Lend Lease
        Corporation Limited named herein dated August 31, 1998
        (incorporated by reference to Exhibit 2(a) to Jones Lang LaSalle
        Incorporated's Current Report on Form 8-K dated October 1, 1998
        (filed October 15, 1998)).
12      Computation of Ratio of Earnings to Fixed Charges.*
21      List of Subsidiaries.*
23.1    Consent of KPMG LLP.*
23.2    Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included
        in Exhibit 5.1).
23.3    Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit 5.2).
23.4    Consent of Loyens & Loeff (included in Exhibit 5.3).
23.5    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
        Exhibit 5.4).
24      Powers of Attorney (included on signature pages to the registration
        statement).
25      Form T-1 Statement of Eligibility of The Bank of New York to act as
        trustee under the indenture.*
99.1    Form of Letter of Transmittal.*
99.2    Form of Notice of Guaranteed Delivery.*
99.3    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
        and Other Nominees.*
99.4    Form of Letter to Clients.*

- - - -----------------
* Filed herewith.
** To be filed by amendment.

        (b)  Financial Statement Schedules:

        Financial statement schedules have been omitted because the
information required to be set forth therein is not applicable or is shown
in the financial statements or notes thereto incorporated herein by
reference.

ITEM 22.   UNDERTAKINGS

        The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrants' annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

        Each of Jones Lang LaSalle Incorporated, Jones Lang LaSalle
Americas, Inc., LaSalle Investment Management, Inc., Jones Lang LaSalle
International, Inc., Jones Lang LaSalle Co-Investment, Inc. and LaSalle
Hotel Advisors, Inc. hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail
or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.

        Each of Jones Lang LaSalle Finance B.V. and Jones Lang LaSalle Limited
hereby undertakes:

               (i) to respond to requests for information that is
        incorporated by reference into the prospectus pursuant to Items 4,
        10(b), 11, or 13 of this Form, within one business day of receipt
        of such request, and to send the incorporated documents by first
        class mail or other equally prompt means; and

               (ii) to arrange or provide for a facility in the U.S. for
        the purpose of responding to such requests. The undertaking in
        subparagraph (i) above includes information contained in documents
        filed subsequent to the effective date of the registration
        statement through the date of responding to the request.

        The undersigned registrants hereby undertake to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the provisions described
in Item 20 above, or otherwise, the registrants have been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by them is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.




                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, Jones Lang
LaSalle Finance B.V. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Chicago, state of Illinois, on October 17, 2000.

                                         JONES LANG LASALLE FINANCE B.V.


                                          By: /s/ Brian P. Hake
                                              --------------------------------
                                              Name: Brian P. Hake
                                              Title: Managing Director

                             POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his, her
or its true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him, her or it and in his, her or its
name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he, she or it might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.

SIGNATURE                                   TITLE


/s/ Brian P. Hake                           Managing Director
- - - ----------------------------------------
Brian P. Hake


/s/ Henricus T.M. Teeuwisse                 Managing Director
- - - ----------------------------------------
 Henricus T.M. Teeuwisse

JONES LANG LASALLE                          Authorized Representative
  INCORPORATED                                in the United States


  By: /s/ William E. Sullivan
      -----------------------------------
  Name:  William E. Sullivan
  Title: Executive Vice President,
         Chief Financial Officer and
         Secretary




                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, Jones Lang
LaSalle Incorporated has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Chicago, state of Illinois, on October 17, 2000.

                                      JONES LANG LASALLE INCORPORATED


                                       By: /s/ Stuart L. Scott
                                          ------------------------------
                                           Name: Stuart L. Scott
                                           Title: Chairman of the Board
                                                  and Chief Executive Officer

                                       POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his or
her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.

SIGNATURE                                   TITLE


/s/ Stuart L. Scott                       Chairman of the Board and
- - - ------------------------------------      Chief Executive Officer and Director
Stuart L. Scott                           (Principal Executive Officer)

/s/ Christopher A. Peacock                President, Deputy Chief
- - - ------------------------------------      Executive Officer, Chief
Christopher A. Peacock                    Operating Officer and Director

/s/ William E. Sullivan                   Executive Vice President, Chief
- - - ------------------------------------      Financial Officer and Secretary
William E. Sullivan                       (Principal Financial Officer)

/s/ Nicholas J. Willmott                  Senior Vice President and
- - - -----------------------------------       Global Controller
Nicholas J. Willmott

/s/ Christopher M.G. Brown                Director
Christopher M.G. Brown

/s/ Henri-Claude de Bettignies            Director
- - - -----------------------------------
Henri-Claude de Bettignies


/s/ Darryl Hartley-Leonard                Director
- - - -----------------------------------
Darryl Hartley-Leonard


/s/ Derek A. Higgs                        Director
- - - -----------------------------------
Derek A. Higgs


/s/ David K.P. Li                         Director
- - - -----------------------------------
David K.P. Li


/s/ Clive J. Pickford                     Director
- - - -----------------------------------
Clive J. Pickford


/s/ M.G. Rose                             Vice Chairman and Director
- - - -----------------------------------
M.G. Rose


/s/ Michael J. Smith                      Vice Chairman and Director
- - - -----------------------------------
Michael J. Smith


/s/ Thomas C. Theobald                    Director
- - - -----------------------------------
 Thomas C. Theobald


/s/ Lynn C. Thurber                       Director
- - - -----------------------------------
 Lynn C. Thurber


/s/ John R. Walter                        Director
- - - -----------------------------------
John R Walter


/s/ Earl E. Webb                          Director
- - - -----------------------------------
Earl E. Webb




                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, Jones Lang
LaSalle Americas, Inc. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Chicago, state of Illinois, on October 17, 2000.

                            JONES LANG LASALLE AMERICAS, INC.


                             By: /s/ William E. Sullivan
                                ----------------------------------
                                 Name:  William E. Sullivan
                                 Title: Executive Vice President and Secretary


                             POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his or
her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.

        SIGNATURE                   TITLE

/s/ Earl E. Webb                    President, Chief Executive Officer
- - - ------------------------------      and Director
Earl E. Webb                        (Principal Executive Officer)

/s/ Vivian I. Mumaw                 Senior Vice President, Chief
- - - ------------------------------      Financial Officer and Director
Vivian I. Mumaw                     (Principal Financial and Accounting Officer)


/s/ Peyton H. Owen                  Executive Vice President and Director
- - - -----------------------------
Peyton H. Owen




                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, LaSalle
Investment Management, Inc. has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Chicago, state of Illinois, on October 17, 2000.

                                LASALLE INVESTMENT MANAGEMENT,
                                INC.


                                 By: /s/ William E. Sullivan
                                    ----------------------------------
                                     Name:  William E. Sullivan
                                     Title: Executive Vice President, Chief
                                            Financial Officer and Secretary


                             POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his or
her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.

        SIGNATURE                   TITLE

/s/ Lynn C. Thurber                 Chief Executive Officer and Director
- - - -----------------------------       (Principal Executive Officer)
Lynn C. Thurber

/s/ William E. Sullivan             Executive Vice President, Chief
- - - -----------------------------       Financial Officer and Secretary
William E. Sullivan                 (Principal Financial and Accounting Officer)

/s/ Stephen A. Smith                Managing Director and Director
- - - -----------------------------
Stephen A. Smith


/s/ Kimball C. Woodrow              Managing Director and Director
- - - -----------------------------
Kimball C. Woodrow




                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, Jones Lang
LaSalle International, Inc. has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Chicago, state of Illinois, on October 17, 2000.

                            JONES LANG LASALLE INTERNATIONAL,
                            INC.


                             By: /s/ William E. Sullivan
                                ----------------------------------
                                 Name:  William E. Sullivan
                                 Title: Executive Vice President and Secretary


                             POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his or
her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.

SIGNATURE                           TITLE

/s/ Stuart L. Scott                 Chairman and Director
- - - -----------------------------       (Principal Executive Officer)
Stuart L. Scott


/s/ William E. Sullivan             Executive Vice President, Secretary
- - - -----------------------------       and Director
William E. Sullivan                 (Principal Financial and
                                    Accounting Officer)





                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, Jones Lang
LaSalle Co-Investment, Inc. has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Chicago, state of Illinois, on October 17, 2000.

                               JONES LANG LASALLE CO-INVESTMENT,
                               INC.


                                By: /s/ William E. Sullivan
                                   ----------------------------------
                                   Name:  William E. Sullivan
                                   Title: Executive Vice President,
                                          Chief Financial Officer and Secretary


                             POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his or
her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.

SIGNATURE                           TITLE


/s/ Stuart L. Scott                 Chairman and Director
- - - -----------------------------       (Principal Executive Officer)
Stuart L. Scott


/s/ William E. Sullivan             Executive Vice President, Chief Financial
- - - -----------------------------       Officer, Secretary and Director
William E. Sullivan                 (Principal Financial and
                                    Accounting Officer)

/s/ Lynn C. Thurber                 Director
- - - ----------------------------
 Lynn C. Thurber




                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, LaSalle Hotel
Advisors, Inc. has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Chicago, state of Illinois, on October 17, 2000.

                                       LASALLE HOTEL ADVISORS, INC.


                                        By: /s/ William E. Sullivan
                                           ----------------------------------
                                            Name:  William E. Sullivan
                                            Title: Executive Vice President


                             POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his or
her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.

SIGNATURE                           TITLE


/s/ Jonathan E. Bortz               Chairman and Chief Executive
- - - -----------------------------       Officer and Director
Jonathan E. Bortz                   (Principal Executive Officer)

/s/ William E. Sullivan             Executive Vice President
- - - -----------------------------       and Director (Principal Financial
William E. Sullivan                 and Accounting Officer)

/s/ Stuart L. Scott                 Director
- - - -----------------------------
Stuart L. Scott

/s/ Michael D. Barnello             Director
- - - -----------------------------
Michael D. Barnello




                                 SIGNATURES

        Pursuant to the requirements of the Securities Act, Jones Lang
LaSalle Limited has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
London, England, on October 17, 2000.

                                        JONES LANG LASALLE LIMITED


                                         By: /s/ Antony H. Jones
                                            ---------------------------------
                                             Name:  Antony H. Jones
                                             Title: Company Secretary

                             POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott,
Christopher A. Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J.
Willmott, Robert K. Hagan and Fritz E. Freidinger and each of them his, her
or its true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him, her or it and in his, her or its
name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he, she or it might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 17th day of October, 2000.


SIGNATURE                                   TITLE


/s/ J. Andrew Jenkins                       Director
- - - -----------------------------
J. Andrew Jenkins


/s/ Robert S. Orr                           Director
- - - -----------------------------
Robert S. Orr


/s/ Thomas R. Whittaker                     Director
- - - -----------------------------
Thomas R. Whittaker


/s/ Alastair Hughes                         Director
- - - -----------------------------
Alastair Hughes




JONES LANG LASALLE                          Authorized Representative
INCORPORATED                                in the United States


By: /s/ William E. Sullivan
    -----------------------------------
    Name:  William E. Sullivan
    TitleExecutive Vice President,
         Chief Financial Officer and
         Secretary




                               EXHIBIT INDEX


Exhibit
   No.                              Description
- - - -------                             -----------

2.1     Subscription Agreement (incorporated by reference to Exhibit 2.01
        to Jones Lang LaSalle Incorporated's Registration Statement on Form
        S-1 (File No. 333-25741)).
2.2     Purchase and Sale Agreement, dated as of October 21, 1998, as
        amended, with respect to the acquisition by Jones Lang LaSalle
        Incorporated of the JLW Parent Companies operating in Europe and
        the U.S.A. (the "Europe/USA Agreement") (incorporated by reference
        to Exhibit 10.1 to Jones Lang LaSalle Incorporated's Current Report
        on Form 8-K dated October 22, 1998 (filed December 9, 1998)).
2.3     Purchase and Sale Agreement, dated as of October 21, 1998, as
        amended, with respect to the acquisition by Jones Lang LaSalle
        Incorporated of the JLW Parent Companies operating in Australia and
        New Zealand (the "Australasia Agreement") (incorporated by
        reference to Exhibit 10.2 to Jones Lang LaSalle Incorporated's
        Current Report on Form 8-K dated October 22, 1998 (filed December
        9, 1998)).
2.4     Purchase and Sale Agreement, dated as of October 21, 1998, as
        amended, with respect to the acquisition by Jones Lang LaSalle
        Incorporated of the JLW Parent Companies operating in Asia (the
        "Asia Agreement") (incorporated by reference to Exhibit 10.3 to
        Jones Lang LaSalle Incorporated's Current Report on Form 8-K dated
        October 22, 1998 (filed December 9, 1998)).
2.5     Form of Purchase and Sale Joinder Agreement, dated as of October
        21, 1998, by and among Jones Lang LaSalle Incorporated and each of
        the shareholders selling equity interests in the JLW Parent
        Companies under the Europe/USA Agreement (incorporated by reference
        to Exhibit 10.4 to Jones Lang LaSalle Incorporated's Current Report
        on Form 8-K dated October 22, 1998 (filed December 9, 1998)).
2.6     Form of Purchase and Sale Joinder Agreement, dated as of October
        21, 1998, by and among Jones Lang LaSalle Incorporated and each of
        the shareholders selling equity interests in the JLW Parent
        Companies under the Australasia Agreement (incorporated by
        reference to Exhibit 10.5 to Jones Lang LaSalle Incorporated's
        Current Report on Form 8-K dated October 22, 1998 (filed December
        9, 1998)).
2.7     Form of Purchase and Sale Joinder Agreement, dated as of October
        21, 1998, by and among Jones Lang LaSalle Incorporated and each of
        the shareholders selling equity interests in the JLW Parent
        Companies under the Asia Agreement (incorporated by reference to
        Exhibit 10.6 to Jones Lang LaSalle Incorporated's Current Report on
        Form 8-K dated October 22, 1998 (filed December 9, 1998)).
2.8     Form of Indemnity and Escrow Agreement, dated as of October 21,
        1998, by and among Jones Lang LaSalle Incorporated, certain
        subsidiaries of Jones Lang LaSalle Incorporated and each of the
        shareholders selling equity interests in the JLW Parent Companies
        under the Europe/USA Agreement, the Australasia Agreement and the
        Asia Agreement (incorporated by reference to Exhibit 10.7 to Jones
        Lang LaSalle Incorporated's Current Report on Form 8-K dated
        October 22, 1998 (filed December 9, 1998)).
2.9     Form of Stockholder Agreement, dated as of October 21, 1998, by and
        among Jones Lang LaSalle Incorporated and each of the persons
        receiving shares of common stock under the Europe/USA Agreement,
        the Australasia Agreement and the Asia Agreement (incorporated by
        reference to Exhibit 10.8 to Jones Lang LaSalle Incorporated's
        Current Report on Form 8-K dated October 22, 1998 (filed December
        9, 1998)).
2.10    Form of Stockholder Agreement, dated as of October 21, 1998, by and
        among Jones Lang LaSalle Incorporated and each of the partners of
        DEL-LPL Limited Partnership and DEL-LPAML Limited Partnership who
        was an employee of Jones Lang LaSalle Incorporated in October 1998
        and who received shares of Common Stock in connection with the
        dissolution of DEL-LPL Limited Partnership and DEL-LPAML Limited
        Partnership (incorporated by reference to Exhibit 10.9 to Jones
        Lang LaSalle Incorporated's Current Report on From 8-K dated
        October 22, 1998 (filed December 9, 1998)).
3.1     Charter of Jones Lang LaSalle Incorporated.*
3.2     Second Amended and Restated Bylaws of Jones Lang LaSalle
        Incorporated (incorporated by reference to Exhibit 4.2 to Jones
        Lang LaSalle Incorporated's Current Report on Form 8-K dated March
        11, 1999 (filed March 24, 1999)).
3.3     Articles of Association of Jones Lang LaSalle Finance B.V. (English
        Translation of Dutch Original).*
3.4     Charter of Jones Lang LaSalle Americas, Inc.*
3.5     Bylaws of Jones Lang LaSalle Americas, Inc.*
3.6     Charter of LaSalle Investment Management, Inc.*
3.7     Bylaws of LaSalle Investment Management, Inc.*
3.8     Certificate of Incorporation of Jones Lang LaSalle International, Inc.*
3.9     Bylaws of Jones Lang LaSalle International, Inc.*
3.10    Charter of Jones Lang LaSalle Co-Investment, Inc.*
3.11    Bylaws of Jones Lang LaSalle Co-Investment, Inc.*
3.12    Articles of Incorporation of LaSalle Hotel Advisors, Inc.*
3.13    Bylaws of LaSalle Hotel Advisors, Inc.*
3.14    Memorandum of Association of Jones Lang LaSalle Limited.*
3.15    Articles of Association of Jones Lang LaSalle Limited.*
4.1     Form of certificate representing shares of Jones Lang LaSalle
        Incorporated common stock (incorporated by reference to Exhibit 4.3
        to Jones Lang LaSalle Incorporated's Current Report on Form 8-K
        dated March 11, 1999 (filed March 24, 1999)).
4.2     Indenture, dated July 26, 2000, among Jones Lang LaSalle Finance
        B.V., Jones Lang LaSalle Incorporated, as parent Guarantor, Jones
        Lang LaSalle Americas, Inc., LaSalle Investment Management, Inc.,
        Jones Lang LaSalle International, Inc., Jones Lang LaSalle
        Co-Investment, Inc., LaSalle Hotel Advisors, Inc. and Jones Lang
        LaSalle Limited, as Guarantors, and The Bank of New York, as
        trustee (incorporated by reference to Exhibit 4.1 to Jones Lang
        LaSalle Incorporated's Quarterly Report on Form 10-Q for the
        quarterly period ended June 30, 2000).
4.3     Form of Note (included in Exhibit 4.2).
4.4     Registration Rights Agreement, dated July 19, 2000, among Jones
        Lang LaSalle Finance B.V., Jones Lang LaSalle Incorporated, Jones
        Lang LaSalle Americas, Inc., LaSalle Investment Management, Inc.,
        Jones Lang LaSalle International, Inc., Jones Lang LaSalle
        Co-Investment, Inc., LaSalle Hotel Advisors, Inc., Jones Lang
        LaSalle Limited, Morgan Stanley & Co. International Limited, Bank
        of America International Limited, BMO Nesbitt Burns Corp., and
        Chase Manhattan International Limited (incorporated by reference to
        Exhibit 4.1 to Jones Lang LaSalle Incorporated's Quarterly Report
        on Form 10-Q for the quarterly period ended June 30, 2000).
5.1     Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).**
5.2     Opinion of Piper Marbury Rudnick & Wolfe LLP.**
5.3     Opinion of Loyens & Loeff.**
5.4     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.**
10.1    Second Amended and Restated Multicurrency Credit Agreement, dated
        as of July 26, 2000 (incorporated by reference to Exhibit 10.1 to
        Jones Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for
        the quarterly period ended June 30, 2000).
10.2    Contribution and Exchange Agreement, dated as of April 21, 1997, by
        and among DEL-LPL Limited Partnership, DEL-LPAML Limited
        Partnership, LaSalle Partners Limited Partnership, LaSalle Partners
        Management Limited Partnership, The Galbreath Company, The
        Galbreath Company of California, Inc., Galbreath Holdings, LLC and
        the Stockholders of The Galbreath Company (incorporated by
        reference to Exhibit 10.08 to Jones Lang LaSalle Incorporated's
        Registration Statement on Form S-1 (File No. 333-25741)).
10.3    Asset Purchase Agreement, dated as of December 31, 1996, by and
        among LaSalle Construction Limited Partnership, LaSalle Partners
        Limited Partnership, Clune Construction Company, L.P. and Michael
        T. Clune (incorporated by reference to Exhibit 10.10 to Jones Lang
        LaSalle Incorporated's Registration Statement on Form S-1 (File No.
        333-25741)).
10.4    1997 Stock Award and Incentive Plan (incorporated by reference to
        Exhibit 99.2 to Jones Lang LaSalle Incorporated's Registration
        Statement on Form S-8 (File No. 333-42193)).
10.5    Amendment to Jones Lang LaSalle Incorporated's 1997 Stock Award and
        Incentive Plan (incorporated by reference to Exhibit 10.1 to Jones
        Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for the
        quarterly period ended June 30, 1998).
10.6    Second Amendment to the 1997 Stock Award and Incentive Plan
        (incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
        Incorporated's Quarterly Report on Form 10-Q for the quarterly
        period ended September 30, 1999).
10.7    Third Amendment to the 1997 Stock Award and Incentive Plan
        (incorporated by reference to Exhibit 10.2 to Jones Lang LaSalle
        Incorporated's Quarterly Report on Form 10-Q for the quarterly
        period ended September 30, 1999).
10.8    Employee Stock Purchase Plan (incorporated by reference to Exhibit
        99.1 to Jones Lang LaSalle Incorporated's Registration Statement on
        Form S-8 (File No. 333-42193)).
10.9    First Amendment to the Employee Stock Purchase Plan (incorporated
        by reference to Exhibit 10.2 to Jones Lang LaSalle Incorporated's
        Quarterly Report on Form 10-Q for the quarterly period ended June
        30, 1998).
10.10   Second Amendment to the Employee Stock Purchase Plan (incorporated
        by reference to Exhibit 10.3 to Jones Lang LaSalle Incorporated's
        Quarterly Report on Form 10-Q for the quarterly period ended
        September 30, 1998).
10.11   Third Amendment to the Employee Stock Purchase Plan (incorporated
        by reference to Exhibit 10.2 to Jones Lang LaSalle Incorporated's
        Quarterly Report on Form 10-Q for the quarterly period ended June
        30, 2000).
10.12   Amended and Restated Stock Compensation Program (incorporated by
        reference to Exhibit 10.11 to Jones Lang LaSalle Incorporated's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1999).
10.13   Description of Management Incentive Plan (incorporated by reference
        to Exhibit 10.8 to Jones Lang LaSalle Incorporated's Annual Report
        on Form 10-K for the fiscal year ended December 31, 1997).
10.14   Registration Rights Agreement, dated as of April 22, 1997, by and
        among Jones Lang LaSalle Incorporated, DEL-LPL Limited Partnership,
        DEL-LPAML Limited Partnership, DSA-LSPL, Inc., DSA-LSAM, Inc. and
        Galbreath Holdings, LLC (incorporated by reference to Exhibit 10.14
        to Jones Lang LaSalle Incorporated's Registration Statement on Form
        S-1 (File No. 333-25741)).
10.15   Form of Indemnification Agreement with Executive Officers and
        Directors (incorporated by Reference to Exhibit 10.14 to the Annual
        Report on Form 10-K for the year ended December 31, 1998).
10.16   Severance Pay Plan (incorporated by reference to Exhibit 10.15 to
        Jones Lang LaSalle Incorporated's Annual Report on Form 10-K for
        the fiscal year ended December 31, 1999).
10.17   Senior Executive Service Agreement with Christopher A. Peacock
        (incorporated by reference to Exhibit 10.16 to Jones Lang LaSalle
        Incorporated's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999).
10.18   Senior Executive Service Agreement with Robert Orr (incorporated by
        reference to Exhibit 10.17 to Jones Lang LaSalle Incorporated's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1999).
10.19   Consent Agreement, dated as of April 15, 1997, by and among
        DSA-LSPL, Inc., DSA-LSAM, Inc., DEL-LPL Limited Partnership,
        DEL-LPAML Limited Partnership, DEL/LaSalle Finance Company, L.L.C.,
        LaSalle Partners Limited Partnership and LaSalle Partners
        Management Limited Partnership (incorporated by reference to
        Exhibit 10.16 to Jones Lang LaSalle Incorporated's Registration
        Statement on Form S-1 (File No. 333-25741)).
10.20   Consent Agreement, dated as of April 22, 1997, by and among the
        Stockholders of The Galbreath Company and The Galbreath Company of
        California, Inc., Galbreath Holdings, LLC, DEL-LPL Limited
        Partnership, DEL-LPAML Limited Partnership, DEL/LaSalle Finance
        Company, L.L.C., LaSalle Partners Limited Partnership and LaSalle
        Partners Management Limited Partnership (incorporated by reference
        to Exhibit 10.17 to Jones Lang LaSalle Incorporated's Registration
        Statement on Form S-1 (File No. 333-25741)).
10.21   Purchase Agreement by and among Jones Lang LaSalle Incorporated and
        Lend Lease Corporation Limited, and the subsidiaries of Lend Lease
        Corporation Limited named herein dated August 31, 1998
        (incorporated by reference to Exhibit 2(a) to Jones Lang LaSalle
        Incorporated's Current Report on Form 8-K dated October 1, 1998
        (filed October 15, 1998)).
12      Computation of Ratio of Earnings to Fixed Charges.*
21      List of Subsidiaries.*
23.1    Consent of KPMG LLP.*
23.2    Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
        (included in Exhibit 5.1).
23.3    Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit
        5.2).
23.4    Consent of Loyens & Loeff (included in Exhibit 5.3).
23.5    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
        Exhibit 5.4).
24      Powers of Attorney (included on signature pages to the registration
        statement).
25      Form T-1 Statement of Eligibility of The Bank of New York to act as
        trustee under the indenture.*
99.1    Form of Letter of Transmittal.*
99.2    Form of Notice of Guaranteed Delivery.*
99.3    Form of Letter to Brokers, Dealers, Commercial Banks, Trust
        Companies and Other Nominees.*
99.4    Form of Letter to Clients.*

- - - ------------------------------
* Filed herewith.
** To be filed by amendment.