ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT, dated as of July 21, 1998, (this "Agreement"), is made by and between THE ADVISORY BOARD COMPANY, a Maryland corporation ("ABC") and THE CORPORATE EXECUTIVE BOARD COMPANY (formerly known as The Corporate Advisory Board Company), a Delaware corporation ("CEB").

WHEREAS, ABC and CEB are parties to a Management Services Agreement, dated October 31, 1997 (the "Original Agreement");

WHEREAS, ABC and CEB desire to amend and restate the Original Agreement, among other things, to extend the term of the Original Agreement through October 31, 1998;

WHEREAS, the parties hereto desire to amend, modify and restate the Original Agreement in accordance with the foregoing; and

WHEREAS, the parties hereto amend and restate the following recitals:

RECITALS

A. ABC and CEB have entered into a Distribution Agreement dated as of October 31, 1997 (the "Distribution Agreement"), providing for the contribution by ABC of the Transferred Business to CEB.

B. Following the Contribution, subject to the conditions set forth in the Distribution Agreement, all issued and outstanding shares of capital stock of CEB were distributed to the Sole Stockholder.

C. During the Transition Period, ABC desires to provide, and CEB desires to receive, certain administrative and other corporate services from ABC, as hereinafter specifically provided (collectively, the "Administrative Services" and, individually, a "Administrative Service"), and the parties desire to set forth herein the basis on which the Administrative Services shall be provided to CEB.

The parties agree as follows:

1. Definitions. Unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the respective meanings given to them in the Distribution Agreement.

2. Administrative Services. The specific Administrative Services to be provided by ABC to CEB are comprised of the services more particularly set forth in Attachment 1 hereto. Subject to the terms of this Agreement, upon the written request setting forth additional or amended Administrative Services to be provided to CEB made by an Executive Vice President of CEB or a person designated to act on his behalf in an instrument executed by such CEB Executive Vice President and delivered to ABC, ABC shall provide each of such additional or amended Administrative Services with respect to the Transferred Business int he manner and to the same general extent as such Administrative Services have been provided by ABC in connection with the Transferred Business before the Contribution.

Term. Except with respect to Section 12, the term of this Agreement shall be two (2) years commencing on October 31, 1997 (the "Term"). Services shall be provided........

详细内容见附件