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Illinois-Darien-8205 S. Cass Avenue Lease [Amendment No. 2] - LaSalle National Bank and Quotesmith Corp.

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                                 LEASE AMENDMENT

Execution of this Lease Amendment by Tenant and Landlord will amend the certain
lease dated August 30, 1994, and amended November 1, 1995, ("Lease"), wherein
LaSalle National Bank, not personally, but as Successor Trustee Under Trust No.
113096 is the Landlord and Quotesmith Corporation is the Tenant of the Premises
located at 8205 S. Cass Avenue, Darien, Illinois on all the same terms and
conditions except as follows

1.       The term of the lease shall be for three (3) years and five (5) months
         beginning October 1, 1997, and ending February 28, 2001.

2.       The Leased Premises shall be amended to substitute 7,740 square feet
         for 4,660 square feet as established herein as Appendix "A."

3.       The monthly rent schedule for the new term shall be as follows:

<S>                                                        <C>
             October 1, 1997 - February 28, 1998            $7,031.45
             March 1, 1998 - August 31, 1999                $7,112.67
             September 1, 1998 - February 28, 1999          $7,196.08
             March 1, 1999 - August 31, 1999                $7,279.34
             September 1, 1999 - February 29, 2000          $7,365.26
             March 1, 2000 - August 31, 2000                $7,450.60
             September 1, 2000 - February 28, 2001          $7,539.09

4.       Tenant's proportionate share shall be amended to substitute 13.17% for

5.       So long as tenant is not in default hereunder, Landlord hereby grants
         tenant an option to renew the term of the Lease for one (1) additional
         three (3) year period based on the same terms and conditions contained
         herein, except Monthly Base Rent which shall be adjusted at the time of
         renewal to reflect Fair Market Value for the Premises. Said exercise of
         option shall be made by Tenant in writing, certified mail, return
         receipt requested not less than six months prior to the expiration of
         the initial term. Failure to exercise in the manner and time aforesaid
         shall render the option null and void and of no further force or

<PAGE>   2


6.       So long as Tenant is not in default hereunder, Landlord hereby grants
         to Tenant the Right of First Refusal to lease the approximately 7,960
         SF area indicated as "OBA Midwest, Ltd. Space" on Appendix "A" to this
         Lease on the same terms and conditions that the Landlord is prepared to
         offer the space to a bona fide third party. This right is subject to
         the rights of OBA A Midwest, Ltd., including any right to renew. Tenant
         shall have five (5) business days from receipt of notification of such
         third party offer from Landlord to exercise its rights hereunder,
         provided, however, that failure to so exercise within said time period
         by either certified mail, return receipt requested or personal delivery
         to Landlord shall render Tenant's rights hereunder null and void,

7.       Notwithstanding anything to the contrary herein contained, it is
         understood that the Premises are being let on an "as is" basis with no
         promise to alter, remodel, decorate, clean, or improve the Premises or
         the Building, and no representation or warranty whatsoever, expressed
         or implied, regarding the condition of the Premises or the Building is
         being made. It is further understood that to the extent that any
         repairs, replacements or corrections are required to be made to the
         Premises and/or Building of any kind whatsoever, to cause same to
         comply with any applicable law, rule or regulation, whether federal,
         state or local, that the cost thereof shall be fully the responsibility
         of the Tenant.

         It is understood that should Tenant install certain tenant
         improvements, Tenant shall cause same to comply with any applicable
         law, rule or regulation, whether federal, state or local, including,
         but not limited to those concerned with accessibility to the disabled
         and that the cost thereof shall be fully the responsibility of Tenant.
         Further, at law, in equity, or otherwise, including, but not limited to
         the cost of defense, brought by any governmental agency to cause
         compliance herewith, Landlord shall have the right to reasonably
         approve all working drawings.

<PAGE>   3


         Tenant shall provide appropriate contractors' affidavits, waivers of
         lien, insurance documentation, building permits and any other documents
         required by Alter Asset Management to insure Landlord over pending
         mechanics' lien claims and to insure compliance with applicable laws.
         Additionally, any work performed in the space by a contractor other
         than the Landlord's contractor is subject to Landlord's Facility
         Alteration Policy attached herein as Appendix "B" and made a part of
         this Lease.

8.       Except as specifically modified by the terms hereof, the aforesaid
         Lease and subsequent Amendments shall remain in full force and effect.

         DATED this 25nd Day of September, 1997.

         IN WITNESS HEREOF, Landlord and Tenant have executed this Lease
Amendment by day and year first above written.

TENANT:                                          LANDLORD:

                                                 not personally, but as Trustee
                                                 Under Trust No. 113096

BY:  /s/ Robert S. Bland                         BY: /s/ ILLEGIBLE
     -------------------                             ---------------------------
ITS: President and CEO                           ITS:
     -------------------                             ---------------------------
<PAGE>   4

                                   EXHIBIT A

            [Floor Plan of Quotesmith Corporation, The Spargo Group,
            OBA Midwest, Ltd. (Rights of First Refusal, 6,320 RSF)]
<PAGE>   5

                                  APPENDIX "B"

                         FACILITY ALTERATION PROCEDURE

To follow is the approved procedure which is acceptable in the event that you,
as Tenant, should so desire to alter the facility which you occupy, hereafter
referred to as "leased premises" All of the below steps must be completed before
any alterations are performed.

1.       A letter requesting approval and describing the proposed alteration to
         the leased premises must be sent to Landlord. This letter must be
         signed by the original signatory of the lease document or authorized
         representative and received by Landlord prior to the commencement of
         any work.

2.       Copies of all sketches or drawings of the proposed alteration (s) must
         be submitted to Alter Asset Management for approval by the Landlord.
         Landlord's approval of the plans, specifications and working drawings
         for Tenant's alteration shall create no responsibility or liability on
         the part of Landlord's for their completeness, design sufficiency, or
         compliance with all laws, rules and regulations of governmental
         agencies or authorities.

3.       It is the sole responsibility of the Tenant to contact local
         authorities, secure any necessary permits and to comply with any and
         all applicable codes and ordinances. Evidence of this shall be by copy
         of any building permit (s) or a letter from local authorities
         indicating that same is waived or not necessary.

4.       The Contractor's Insurance Certificate naming as Additional Insured
         William A. Alter, Alter Asset Management, LaSalle National Bank not
         personally but as Successor Trustee Under Trust Agreement Number
         113096, dated March 11, 1989, it's agents and beneficiaries thereunder,
         shall be on file in our office prior to commencement of any work.

5.       TheTenant shall hold the Landlord harmless from any and all liability
         resulting from work being performed. A letter stating same must be
         directed to Alter Asset Management prior to commencement of any work.

6.       No reasonable request for a facility alteration will be denied
         providing the structure itself is not altered or endangered, and the
         procedure as outlined herein is followed carefully. However, the
         decision to approve or deny said alteration lies solely in the hands of
         the Landlord.

<PAGE>   6

Facility Alteration Procedure Continued
Page Two

7.       Upon receipt of, and providing that items numbered one (1) through five
         (5) have been properly submitted, you will be provided with written
         approval from Alter Asset Management to proceed with the alteration

8.       To proceed with any facility alteration without complete compliance of
         the aforementioned is in direct violation of your industrial/commercial
         lease agreement, and could result in litigation.

9.       Alter Asset Management must be notified in writing upon completion of

10.      A copy of the Contractor's Sworn Statement must be submitted to Alter
         Asset Management. Upon completion of the work, final waivers of lien
         from each subcontractor in accordance with the Contractor's Sworn
         Statement must be submitted to Alter Asset Management.

11.      It shall be at the sole option of the Landlord to require that any
         alteration become a part of the real property, or be restored to its
         original condition at such time that Tenant has surrendered said
         Premises. Said restoration will be at the expense of the Tenant.

12.      Landlord reserves the right to charge Tenant a reasonable construction
         management fee for services to review plans and specifications,
         supervise work as it progresses, ensure that work in place is
         consistent with plans, and prepare a final inspection and punchlist.
         The amount of the construction management fee should be agreed upon
         amongst the parties prior to commencement of work.

13.      It is Tenant's responsibility to furnish to Landlord a Certificate of
         Occupancy and/or evidence of passing a Final Inspection of the
         Building Department of the Municipality where the Premises are located.

14.      Shortly thereafter the Tenant will receive a letter from the Landlord
         accepting the alteration or recommending any changes.