<PAGE>


Exhibit 10.19
-------------
                    * * * * * * * * * * * * * * * * * * * *
                    ---------------------------------------

                                     Lease
                                     -----


                                230 West Monroe
                                ---------------
                               Chicago, Illinois
                               -----------------


                    * * * * * * * * * * * * * * * * * * * *
                    ---------------------------------------

                                    Between
                                    -------



                              Digital Work, Inc.
                              ------------------
                                   (Tenant)
                                   --------



                                      and
                                      ---



                               TIAA Realty, Inc.
                               -----------------
                                  (Landlord)
                                  ----------
<PAGE>

                                     LEASE
                                     -----

                                230 WEST MONROE
                                ---------------
                               CHICAGO, ILLINOIS
                               -----------------



     THIS LEASE (the "Lease") is made and is effective as of             ,
     --------------------------------------------------------------------
19____ between TIAA REALTY, INC., a Delaware corporation (the "Landlord") and
the Tenant as named in the Schedule below.  The term "Project" means the
building (the "Building") known as "230 West Monroe" and the land (the "Land")
located at the northeast corner of Monroe and Franklin Streets, Chicago,
Illinois.  "Premises" means that part of the Project leased to Tenant described
in the Schedule and outlined on Appendix A.

     The following schedule (the "Schedule") is an integral part of this Lease.
Terms defined in this Schedule shall have the same meaning throughout the Lease.


                                    SCHEDULE

     1.   Tenant: Digital Work, Inc., a _____________ _______________
     2.   Premises: A portion of the 19th Floor of the Building, known as Suite
          _____
     3.   Rentable Square Feet of the Premises: Approximately 10,254 rentable
          square feet
     4.   Tenant's Proportionate Share: 1.7878% (based upon a total of 573,550
          rentable square feet in the Building)
     5.   Rent Abatement, if any:  N/A
     6.   Security Deposit: See Section 20 of the Lease
     7.   Tenant's address for notices before possession date:
          __________________
     8.   Tenant's Real Estate Broker for this Lease: Julien J. Studley, Inc.
     9.   Tenant Improvements, if any:  See the Tenant Improvement Agreement
          attached hereto as Appendix D.
     10.  Commencement Date: July 1, 1999
          but if the Premises are subject to new construction pursuant to
          Appendix D, then the Completion Date, as defined therein, if it is
          later.
     11.  Termination Date/Term: Five (5) years after the Commencement Date, or
          if the Commencement Date is not the first day of a month, then after
          the first day of the following month.
     12.  Base Rent:

                             Annual                              Monthly
        Period              Base Rent                            Base Rent
        -------------------------------------------------------------------

     First Lease Year       $146,119.50                          $12,176.63
                            ($14.25 per rentable square foot)

     Second Lease Year      $150,528.72                          $12,544.06
                            ($14.68 per rentable square foot)

     Third Lease Year       $155,040.48                          $12,920.04
                            ($15.12 per rentable square foot)
<PAGE>

     Fourth Lease Year      $159,654.78                          $13,304.57
                            ($15.57 per rentable square foot)

     Fifth Lease Year       $164,474.16                          $13,706.18
                            ($16.04 per rentable square foot)

     For purposes of this Lease, "Lease Year" shall mean each consecutive
     twelve-month period beginning with the Commencement Date, except that if
     the Commencement Date is other than the first day of a calendar month, then
     the first Lease Year shall be the period from the Commencement Date through
     the date twelve months after the last day of the calendar month in which
     the Commencement Date occurs, and each subsequent Lease Year shall be the
     period of twelve months following the last day of the prior Lease Year.

13.  Guarantor:  N/A

I.               LEASE AGREEMENT.  On the terms stated in this Lease, Landlord
leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for
the Term beginning on the Commencement Date and ending on the Termination Date
unless extended or sooner terminated pursuant to this Lease.

I.               RENT.

A.               Types of Rent.  Tenant shall pay the following Rent in the form
                 -------------
of a check to Landlord's building manager at the office of the Building, or in
such other manner as Landlord may notify Tenant:

1.               Base Rent in monthly installments in advance on or before the
                 ---------
first day of the Lease and the first day of each month of the Term thereafter in
the amount set forth on the Schedule.

1.               Operating Cost Share Rent in an amount equal to the Tenant's
                 -------------------------
Proportionate Share of the Operating Costs for the applicable fiscal year of the
Lease, paid monthly in advance in an estimated amount.  Definitions of Operating
Costs and Tenant's Proportionate Share, and the method for billing and payment
of Operating Cost Share Rent are set forth in Sections 2B, 2C and 2D.

1.               Tax Share Rent in an amount equal to the Tenant's Proportionate
                 --------------
Share of Taxes for the applicable fiscal year of this Lease, paid monthly in
advance in an estimated amount.  A definition of Taxes and the method for
billing and payment of Tax Share Rent are set forth in Sections 2B, 2C and 2D.

1.               Additional Rent in the amount of all costs, expenses,
                 ---------------
liabilities, and amounts which Tenant is required to pay under this Lease,
excluding Base Rent, Operating Cost Share Rent, and Tax Share Rent, but
including any interest for late payment of any item of Rent.

1.               Rent as used in this Lease means Base Rent, Operating Cost
                 ----
Share Rent, Tax Share Rent and Additional Rent.  Tenant's agreement to pay Rent
is an independent covenant, with no right of setoff, deduction or counterclaim
of any kind.
<PAGE>

A.            Payment of Operating Cost Share Rent and Tax Share Rent.
              -------------------------------------------------------

a)            Payment of Estimated Operating Cost Share Rent and Tax Share Rent.
              -----------------------------------------------------------------
Landlord shall estimate the Operating Costs and Taxes of the Project each
fiscal year, generally after the beginning of the year.  Landlord may revise
these estimates whenever it obtains more accurate information, such as the final
real estate tax assessment or tax rate for the Project.

          Within ten (10) days after notice from Landlord setting forth an
     estimate of Operating Costs for a particular fiscal year, Tenant shall pay
     Landlord an amount equal to one-twelfth (1/12th) of Tenant's Proportionate
     Share of such estimated Operating Costs for such fiscal year, multiplied by
     the number of months that have elapsed in the applicable fiscal year to the
     date of such payment including the current month, minus payments previously
     made by Tenant for the months elapsed.  Thereafter on the first day of each
     month, Tenant shall pay monthly until a new estimate of Operating Costs is
     applicable, one-twelfth (1/12th) of Tenant's Proportionate Share of the
     estimated Operating Costs.

          Within ten (10) days after notice from Landlord setting forth an
     estimate of Taxes for a particular fiscal year, Tenant shall pay Landlord
     an amount equal to one-twelfth (1/12th) of Tenant's Proportionate Share of
     such estimated Taxes, multiplied by the number of months that have elapsed
     in the applicable fiscal year to the date of such payment, including the
     current month, minus payments previously made by Tenant for the months
     elapsed.  Thereafter on the first day of each month, Tenant shall pay
     monthly until a new estimate of Taxes is applicable, one-twelfth (1/12th)
     of Tenant's Proportionate Share of the estimated Taxes.

a)            Correction of Operating Cost Share Rent.  As soon as reasonably
              ---------------------------------------
possible after the end of each fiscal year, Landlord shall deliver to Tenant a
report for such year (the "Operating Cost Report") setting forth (a) the actual
Operating Costs incurred, (b) the amount of Operating Cost Share Rent due from
Tenant, and (c) the amount of Operating Cost Share Rent paid by Tenant.  Within
thirty (30) days after such delivery, Tenant shall pay to Landlord the amount
due minus the amount paid.  If the amount paid exceeds the amount due, Landlord
shall apply the excess to Tenant's next month's payment of Operating Cost Share
Rent, refunding any overage directly to Tenant.  The provisions of this Section
2B(2) shall survive the termination of this Lease.

a)            Correction of Tax Share Rent.  As soon as reasonably possible
              ----------------------------
after the end of each fiscal year, Landlord shall deliver to Tenant a report for
such fiscal year (the "Tax Report") setting forth (a) the actual Taxes, (b) the
amount of Tax Share Rent due from Tenant, and (c) the amount of Tax Share Rent
paid by Tenant.  Within thirty (30) days after such delivery, Tenant shall pay
to Landlord the amount due from Tenant minus the amount paid by Tenant.  If the
amount paid exceeds the amount due, Landlord shall apply any the excess as a
credit against Tenant's next month's payment of Tax Share Rent, refunding any
overage to Tenant.  The provisions of this Section 2B(3) shall survive the
termination of this Lease.
<PAGE>

A.             Definitions.
               -----------

a)             Taxes.  "Taxes" means any and all taxes, assessments and
               -----
charges of any kind, general or special, ordinary or extraordinary, levied by
any governmental entity, which Landlord shall pay or become obligated to pay in
connection with the ownership, leasing, renting, management, control or
operation of the Project or of the personal property, fixtures, machinery,
equipment, systems and apparatus used in connection therewith.  Taxes shall
include real estate taxes, personal property taxes, sewer rents, water rents,
special or general assessments, transit taxes, ad valorem taxes, and any tax
levied on the rents hereunder or the interest of Landlord under this Lease (the
"Rent Tax").  Taxes shall also include all legal fees and other costs and
expenses paid by Landlord in seeking a refund or reduction of any Taxes, whether
or not the Landlord is ultimately successful.

          For any year, the amount to be included in Taxes (a) from taxes or
     assessments payable in installments, shall be the amount of the
     installments (with any interest) due and payable during such year, and (b)
     from all other Taxes, shall at Landlord's election be the amount accrued,
     assessed, or otherwise imposed for such year or the amount due and payable
     in such year.  Any refund or other adjustment to any Taxes by the taxing
     authority, shall apply during the year in which the adjustment is made.

          Taxes shall not include any net income (except Rent Tax), capital,
     stock, succession, transfer, franchise, gift, estate or inheritance tax,
     except to the extent that such tax shall be imposed in lieu of any portion
     of Taxes.

a)             Operating Costs. "Operating Costs" means any expenses, costs
               ---------------
and disbursements of any kind other than Taxes, paid or incurred by Landlord in
connection with the ownership, leasing, management, maintenance, operation and
repair of any part of the Project and of the personal property, fixtures,
machinery, equipment, systems and apparatus used in connection therewith,
including the cost of providing those services required to be furnished by
Landlord under this Lease.  Operating Costs shall not include (a) costs of
alterations of tenant premises; (b) costs of capital improvements, except those
intended to reduce Operating Costs, and those made to keep the Project in
compliance with governmental requirements applicable from time to time,
amortized by Landlord in accordance with sound accounting and management
principles; (c) interest and principal payments on mortgages or any other debt
costs, or rental payments on any ground lease of the Project ("Ground Lease");
(d) real estate brokers' leasing commissions; (e) any cost or expenditure for
which Landlord is reimbursed, by insurance proceeds or otherwise, except by
Operating Cost Share Rent; (f) the cost of any service furnished to any office
tenant of the Project which Landlord does not make available to Tenant; (g)
executives' salaries above the grade of building manager; (h) legal and auditing
fees which are for the benefit of Landlord such as collecting delinquent rents,
preparing tax returns and other financial statements, and audits other than
those incurred in connection with the preparation of statements required
pursuant to Section 2B above; and (i) costs of correcting defects in
construction of the Building (as opposed to the cost of normal repair,
maintenance and replacement expected with the construction materials and
equipment installed in the Building in light of their specifications).

          If the Project is not fully leased during any portion of any fiscal
     year, Landlord may adjust (an "Equitable Adjustment") Operating Costs to
     equal what would have been incurred by Landlord had the Project been fully
     leased.  For
<PAGE>

     example, assume (i) the Building has ten floors; (ii) the Tenant occupies
     one floor and Tenant's Proportionate Share is ten percent (10%); (iii) the
     other nine floors are vacant; (iv) the cost of providing a particular
     service for Tenant's floor is $1,000. If Tenant paid Tenant's Proportionate
     Share of that cost, Tenant would pay $100. Instead, Landlord shall estimate
     the cost of such service for the Building if it were one hundred percent
     (100%) leased. Landlord would take into account any economies of scale; for
     example, the cost for the entire Building might be $9,000. The Landlord's
     estimate ($9,000) minus the actual cost incurred by the Landlord ($1000)
     equals the Equitable Adjustment ($8000). The Equitable Adjustment is added
     to the actual cost and Tenant pays Tenant's Proportionate Share of the
     total; in this example, Tenant would pay $9,000 times 10% or $900. This
     Equitable Adjustment shall apply only to Operating Costs which are variable
     and therefore increase as leasing of the Project increases. Landlord may
     incorporate the Equitable Adjustment in its estimates of Operating Costs.

          If Landlord does not furnish any particular service whose cost would
     have constituted an Operating Cost to a tenant who has undertaken to
     perform such service itself, Operating Costs shall be increased by the
     amount which Landlord would have incurred if it had furnished the service
     to such tenant.

          "Lease Year" means each consecutive twelve-month period beginning with
     the Commencement Date, except that if the Commencement Date is not the
     first day of a calendar month, then the first Lease Year shall be the
     period from the Commencement Date through the final day of the twelve
     months after the first day of the following month, and each subsequent
     Lease Year shall be the twelve months following the prior Lease Year.

a)             Fiscal Year.  "Fiscal Year" means the calendar year, except
               -----------
that the first fiscal year and the last fiscal year of the Term may be a partial
calendar year.

A.   Computation of Base Rent and Rent Adjustments.
--   ---------------------------------------------

a)             Prorations.  If this Lease begins on a day other than the first
               ----------
day of a month, the Base Rent, Operating Cost Share Rent and Tax Share Rent
shall be prorated for such partial month. If this Lease begins on a day other
than the first day, or ends on a day other than the last day, of the fiscal
year, Operating Cost Share Rent and Tax Share Rent shall be prorated for the
applicable fiscal year.

a)             Default Interest.  Any sum due from Tenant to Landlord not
               ----------------
paid when due ("Late Payment") shall bear interest from the date due until paid
at the annual rate equal to twelve percent (12%), provided, that if Tenant pays
such Late Payment prior to the expiration of any applicable cure period, if any,
no default interest shall be charged on such Late Payment.

a)             Rent Adjustments.  If the number of rentable square feet in
               ----------------
either the Premises or the Building shall be changed, Tenant's Proportionate
Share shall be appropriately recalculated as of the date of the change,
provided, that in no event shall Tenant's Proportionate Share be increased as a
result of such change.  If any Operating Cost paid in one fiscal year relates to
more than one fiscal year, Landlord may proportionately allocate such Operating
Cost among the related fiscal years.
<PAGE>

a)             Books and Records.  Landlord shall maintain books and records
               -----------------
reflecting the Operating Costs and Taxes in accordance with sound accounting and
management practices.  Tenant, and its agents and representatives, may inspect
Landlord's records at Landlord's office upon one day's prior notice during
normal business hours during the forty-five (45) days following delivery of
either the Operating Cost Report or the Tax Report.  Tenant and any agent or
representative must agree, in their contract for such services, that the results
of any such inspection shall be kept entirely confidential and shall
specifically not be made available to any other tenant of the Building.  Unless
Tenant sends to Landlord any written exception to either such report within said
forty-five (45) day period, such report shall be deemed final and accepted by
Tenant.  Tenant shall pay the amount shown on both reports in the manner
prescribed in this Lease, whether or not Tenant takes any such written
exception, without any prejudice to such exception.  If Tenant makes a timely
exception, Landlord shall cause its independent certified public accountant to
issue a final and conclusive resolution of Tenant's exception (the "Audit
Resolution").  If, after the Audit Resolution, it is determined the amount paid
by Tenant exceeded the amount due, Landlord shall refund any overage to Tenant.
Tenant shall pay the cost of such certification unless Landlord's original
determination of annual Operating Costs or Taxes was in error by more than five
percent (5%).

a)             Miscellaneous.  So long as Tenant is in default of any
               -------------
obligation under this Lease, Tenant shall not be entitled to any refund of any
amount from Landlord.  If this Lease is terminated for any reason prior to the
annual determination of Operating Cost Share Rent or Tax Share Rent, either
party shall pay the full amount due to the other within fifteen (15) days after
Landlord's notice to Tenant of the amount when it is determined.  Landlord may
commingle any payments made with respect to Operating Cost Share Rent or Tax
Share Rent, without payment of interest.

I.             PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER
OF PREMISES.
A.             Condition of Premises.  Except (1) for latent defects, and (2)
               ---------------------
to the extent of the Tenant Improvements item on the Schedule, Landlord is
leasing the Premises to Tenant "as is," without any representations or
warranties, including any express or implied warranties of merchantability,
fitness or habitability, and without any obligation to alter, remodel, improve,
repair, decorate or clean any part of the Premises.  Tenant acknowledges that
there are two supplemental heating, ventilating and air conditioning systems
presently located in the Premises, one of which is a 15 ton Trane Air-Cooled
Unit, and the other is a 5 ton Trane Air-Cooled Unit (collectively, the
"Supplemental Units").  Tenant further acknowledges that Landlord has made no
representation or warranty as to the condition of the Supplemental Units, and
that the Supplemental Units are included in the Premises in an "as is"
condition, without any representations or warranties, including any express or
implied warranties of merchantability or fitness, and without any obligation to
repair or maintain any part of the Supplemental Units.  Landlord acknowledges
that Tenant has no obligation to remove the Supplemental Units from the Premises
upon the termination of this Lease.  If the Tenant Improvements item on the
Schedule applies, Landlord shall cause the Premises to be completed in
accordance with the Tenant Improvement Agreement attached as Appendix D.

A.             Tenant's Possession.  Tenant's taking possession of any portion
               -------------------
of the Premises shall be conclusive evidence that such portion was in good
order, repair and condition.  If Landlord authorizes Tenant to take possession
of any part of the Premises prior to the Commencement Date for purposes of doing
business, all terms of
<PAGE>

this Lease shall apply to such pre-Term possession, including Base Rent at the
rate set forth for the First Lease Year in Section 2A prorated for any partial
month.

A.             Maintenance.  Throughout the Term, Tenant shall maintain the
               -----------
Premises (including without limitation, the Supplemental Units and all plumbing
fixtures and pipes used in connection with the bathroom located in the Premises)
in their condition as of the Completion Date, loss or damage caused by the
elements, ordinary wear, and fire and other casualty excepted, and at the
termination of this Lease, or Tenant's right to possession, Tenant shall return
the Premises to Landlord in broom-clean condition.  To the extent Tenant fails
to perform either obligation, Landlord may, but need not, restore the Premises
to such condition and Tenant shall pay the cost thereof.

A.             Ownership of Improvements.  All Work as defined in Section 5,
               -------------------------
partitions, hardware, and all fixtures except trade fixtures, constructed in the
Premises by either Landlord or Tenant, shall become Landlord's property upon
installation without compensation to Tenant, unless Landlord consents otherwise
in writing, or requires Tenant to remove any such item at the termination of the
Lease or of Tenant's right to possession.

A.             Removal at Termination.  Tenant shall remove its trade
               ----------------------
fixtures, furniture, moveable equipment and other personal property from the
Premises upon the termination of this Lease or Tenant's right of possession.  If
Tenant does not, then Tenant shall be conclusively presumed to have, at
Landlord's election (i) conveyed such property to Landlord without compensation
or (ii) abandoned such property, and Landlord may dispose of any part thereof in
any manner without liability to Tenant or any other person.  Landlord shall have
no duty to be a bailee of any such personal property.  If Landlord elects
abandonment, Tenant shall pay to Landlord, upon demand, any expenses incurred
for disposition.

A.             Landlord's Maintenance.  Throughout the term, Landlord shall
               ----------------------
maintain the roof, the exterior walls of the Building and the heating,
ventilating and air conditioning systems of the Building in good condition.

I.             PROJECT SERVICES.

     Landlord shall furnish services as follows:

A.             Heating and Air Conditioning.  During the normal business hours
               ----------------------------
of 8:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m. on
Saturday, Landlord shall furnish heating and air conditioning to provide a
comfortable temperature, in Landlord's judgment, for normal business operations,
except to the extent Tenant installs equipment which adversely affects the
temperature maintained by the air conditioning system.  If Tenant installs such
equipment, Landlord may install supplementary air conditioning units in the
Premises, and Tenant shall pay to Landlord upon demand as Additional Rent the
cost of installation, operation and maintenance thereof.

          Landlord shall furnish heating and air conditioning after business
     hours if Tenant provides Landlord at least twenty-four (24) hours' notice,
     and pays Landlord all then current charges for such additional heating or
     air conditioning.
<PAGE>

A.             Elevators.  Landlord shall provide passenger elevator service
               ---------
during normal business hours to Tenant in common with Landlord and all other
tenants.  Landlord shall provide limited passenger service at other times,
except in case of an emergency.  Landlord shall provide freight elevator service
at reasonable hours at Tenant's request, subject to scheduling by the Landlord
and payment for the service by Tenant.

A.             Electricity.  All the electricity used in the Premises shall be
               -----------
supplied through a separate meter and be paid for by Tenant, provided that
Landlord shall pay for the electricity required for the operation of the heating
and air conditioning systems in the Premises during the hours specified in
Paragraph 4A above, and shall include such payment in Operating Costs.  Any
decrease or discontinuance of electric service shall not affect the parties'
rights and obligations under this Lease.  Tenant shall not use electricity at a
rate which causes the use by all tenants to exceed the capacity of the Building
or the risers or wiring to the Premises.  Landlord shall at Tenant's expense
maintain the light fixtures and install lamps, bulbs, ballasts and starters in
the Premises.

          Tenant shall pay for all electricity required for janitorial service,
     for alterations and repairs to the Premises, and for the operation of any
     supplementary air conditioning or ventilating system required for its
     equipment.

A.             Water.  Landlord shall furnish cold water for drinking and
               -----
toilet purposes, and cold and hot water for lavatory purposes.  Tenant shall pay
Landlord for water furnished for any other purpose as Additional Rent at rates
fixed by Landlord, including without limitation, hot water for kitchenette
purposes.  Tenant shall not permit water to be wasted.

A.             Janitorial Service.  Landlord shall furnish janitorial service
               ------------------
as set forth in Appendix B.  Tenant may obtain supplementary janitorial service
only at its sole cost and responsibility, with employees or contractors
satisfactory to Landlord, and subject to Landlord's prior written consent, which
may be withheld in Landlord's discretion.

A.             Telephone Service.  Tenant shall arrange for telephone service
               -----------------
in the Premises directly with the telephone company.  Tenant shall pay the cost
of all charges for installation and service.

          G.  Interruption of Services.  No interruption of services caused by
              ------------------------
     repairs, replacements, or alterations to the service system, or by any
     other cause beyond the reasonable control of Landlord, shall be deemed an
     eviction or disturbance of Tenant's possession of any part of the Premises,
     or render Landlord liable to Tenant for damages, or otherwise affect the
     rights and obligations of Landlord and Tenant under this Lease, except as
     provided below.

          The Rent otherwise payable under this Lease shall abate in the manner
     described in the last sentence of this paragraph if all of the following
     conditions are met:  (i) Landlord ceases to furnish any service in the
     Building as a result of a condition which affects only the Building (i.e.
     which does not affect office buildings in general in the vicinity of the
     Building); (ii) Tenant notifies Landlord in writing within one (1) business
     day after such cessation; (iii) such cessation is not caused by Force
     Majeure (as defined in Section 23 below); (iv) such cessation is not the
     result of an act or omission
<PAGE>

     of Tenant; and (v) the Premises (or a material portion thereof) is rendered
     untenantable (meaning that Tenant is unable to use such space in the normal
     course of its business) and Tenant in fact ceases to use such space as a
     result of such cessation. As Tenant's sole and exclusive remedy for such
     cessation, on the sixth day after all of the foregoing conditions have been
     met, the Rent payable hereunder shall be equitably abated based upon the
     percentage of the space in the Premises so rendered untenantable and not
     being so used by Tenant, and such abatement shall continue until the date
     the Premises become fully tenantable again.

I.             ALTERATIONS AND REPAIRS.

A.             Landlord's Consent and Conditions.  Tenant shall not make any
               ---------------------------------
improvements or alterations in or additions, changes or installations to the
Premises which (i) impact the base structural components or the heating, air
conditioning, ventilation, electrical, plumbing or mechanical systems
(collectively, the "Systems") of the Building, or (ii) impact any other tenant's
premises (collectively, the "Systems/Structure Work"), without submitting plans
and specifications to Landlord and obtaining Landlord's prior written consent
(which consent Landlord may withhold in its sole discretion).  Tenant shall not
make any improvements or alterations in or additions, changes or installations
to the Premises which are not deemed Systems/Structure Work, without submitting
plans and specifications to Landlord and obtaining Landlord's prior written
consent (which consent shall not be unreasonably withheld), if (a) the cost
thereof is in excess of $10,000.00, or (b) such improvements, alterations,
additions, changes or installations are visible from outside the Premises
(collectively, the "Non-Systems Work").  Tenant shall be allowed to make any
improvements or alterations in or additions, changes or installations to the
Premises which are not deemed Systems/Structure Work or Non-Systems Work without
Landlord's consent (collectively, the "Non-Consent Work").  Systems/Structure
Work, Non-Systems Work and Non-Consent Work are sometimes collectively referred
to herein as the "Work."  Landlord shall inform Tenant of its approval or
disapproval of any such Systems/Structure Work or Non-Systems Work within
fifteen (15) days after receipt of a complete set of plans and specifications
therefor. Tenant shall pay Landlord's standard charge for review of the plans
and all other items submitted by Tenant.  Tenant shall pay for the cost of all
Work.  At Landlord's option, the Work shall be performed by Landlord's employees
or contractors.  All Work shall become the property of Landlord upon its
installation, except for Tenant's trade fixtures and for items which Landlord
requires Tenant to remove at Tenant's cost at the termination of the Lease.  The
following requirements shall apply to all Work:

a)             Prior to commencement, Tenant shall furnish to Landlord building
permits, certificates of insurance satisfactory to Landlord, and, at Landlord's
request, security for payment of all costs.

a)             Tenant shall perform all Work so as to maintain peace and harmony
among other contractors serving the Project and shall avoid interference with
other work to be performed or services to be rendered in the Project.

a)             The Work shall be performed in a good and workmanlike manner,
meeting the standard for construction and quality of materials in the Building,
and shall comply with all insurance requirements and all applicable laws,
ordinances and regulations.
<PAGE>

a)             Tenant shall permit Landlord to supervise all Work.  Landlord may
charge a supervisory fee not to exceed five percent (5%) of labor, material, and
all other costs of the Work, if Tenant's employees or contractors perform the
Work.

a)             Upon completion, Tenant shall furnish Landlord with contractor's
affidavits and full and final statutory waivers of liens, as-built plans and
specifications, and receipted bills covering all labor and materials.

A.             Electronic Systems.  If Tenant notifies Landlord that Tenant
               ------------------
requires additional electrical or cable capacity for telegraph, telephone,
burglar alarm, computer, or signal service, Landlord shall direct how the
installation shall be done.  Tenant shall make no installation of any kind
except in accordance with Landlord's direction.  At Landlord's election,
Landlord may make the installation itself.  Tenant shall pay for the entire cost
of both the installation and the service.

A.             Damage to Systems.  If any part of the mechanical, electrical
               -----------------
or other systems in the Premises shall be damaged, Tenant shall promptly notify
Landlord, and Landlord shall repair such damage.  Landlord may also at any
reasonable time make any repairs or alterations which Landlord deems necessary
for the safety or protection of the Project, or which Landlord is required to
make by any court or other governmental authority.  Landlord shall, in
performing such repairs or alterations, take reasonable steps to avoid
interference with Tenant's normal business activities.  Tenant shall at its
expense make all other repairs necessary to keep the Premises, and Tenant's
fixtures and personal property, in good order, condition and repair; to the
extent Tenant fails to do so, Landlord may make such repairs itself.  The cost
of any repairs made by Landlord on account of Tenant's default, or on account of
the misuse or neglect by Tenant or its invitees, contractors or agents anywhere
in the Project, shall become Additional Rent payable on demand by Tenant.

A.             No Liens.  Tenant has no authority to cause or permit any lien
               --------
or encumbrance of any kind to affect Landlord's interest in the Project; any
such lien or encumbrance shall attach to Tenant's interest only.  If any
mechanic's lien shall be filed or claim of lien made for work or materials
furnished to Tenant, then Tenant shall at its expense within ten (10) days
thereafter either discharge or contest the lien or claim.  If Tenant contests
the lien or claim, then Tenant shall (i) within such ten (10) day period,
provide Landlord adequate security for the lien or claim, (ii) contest the lien
or claim in good faith by appropriate proceedings that operate to stay its
enforcement, and (iii) pay promptly any final adverse judgment entered in any
such proceeding.  If Tenant does not comply with these requirements, Landlord
may discharge the lien or claim, and the amount paid, as well as attorney's fees
and other expenses incurred by Landlord, shall become Additional Rent payable on
demand by Tenant.

I.             USES OF PREMISES.  Tenant shall use the Premises only for
executive and general administrative offices, which shall include the
development of software programs, the construction of web pages, the performance
of systems integration, consulting, sales and related uses.  Tenant shall not
allow any use of the Premises which will negatively affect the cost of coverage
of Landlord's insurance on the Project.  Tenant shall not allow any inflammable
or explosive liquids or materials to be kept on the Premises.  Tenant shall not
allow any use of the Premises which would cause the value or utility of any part
of the Premises to diminish or would interfere with any other Tenant or with the
operation of the Project by Landlord.  Tenant shall
<PAGE>

not permit any nuisance or waste upon the Premises, or allow any offensive noise
or odor in or around the Premises. Tenant shall not place vending or dispensing
machines of any kind in the Premises.

I.             GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.    Tenant shall
comply with all governmental laws or regulations applying to its use of the
Premises.  Tenant shall also comply with all rules established for the Project
from time to time by Landlord.  The present rules are contained in Appendix C.
Failure by another tenant to comply with the rules or failure by Landlord to
enforce them shall not relieve Tenant of its obligation to comply with the rules
or make Landlord responsible to Tenant in any way.

I.             WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.
--
A.             Waiver of Claims.  To the extent permitted by law, Tenant waives
--             ----------------
any claims it may have against the Landlord or its officers, directors, agents,
contractors or employees for business interruption, damage to property, or any
other loss sustained by Tenant as the result of any accident or occurrence in
the Project or of any part of the Building becoming in disrepair.

          To the extent permitted by law, Landlord waives any claims it may have
against Tenant or its officers, directors, agents, contractors, or employees for
rent loss, damage to the property, or any other loss sustained by Landlord as
the result of any accident or occurrence in the Premises or Project or of any
part of the Premises becoming in disrepair.

A.             Indemnification.  Tenant shall indemnify, defend and hold
               ---------------
harmless Landlord, the property manager of the Project and their respective
directors, officers, employees, agents and contractors against any claims by any
third party for injury to any person or damage to or loss of any property
occurring in the Project and arising from the use of the Premises or from any
other act or omission of Tenant or any of Tenant's employees, agents, invitees
or contractors.

          Landlord shall indemnify, defend and hold harmless Tenant and its
officers, directors, servants, agents and employees against any claims or
liability for damage to person or property (or for loss or misappropriation of
property) occurring in the Premises or Project, proximately caused by the
intentional misconduct or sole negligence of Landlord or of any employee, agent,
servant, invitee or contractor of Landlord during the Term, and from any costs
relating thereto (including, without limitation, attorneys' fees), but only to
the extent of the sum of (i) Landlord's deductibles under the insurance policy
required to be obtained by Landlord hereunder, and (ii) amounts of insurance
proceeds recoverable under such insurance policy.

A.             Insurance Coverage.    Tenant shall maintain insurance customary
               ------------------
for an office tenant, with such terms, coverages and insurers, as Landlord shall
reasonably require from time to time.  Initially, such insurance shall include:

a)             Commercial General Liability Insurance, with (a) Contractual
Liability including the indemnification provisions contained in this Lease, (b)
a severability of interest endorsement, (c) limits of not less than One Million
Dollars ($1,000,000) combined single limit per occurrence for bodily injury,
sickness or death, and property damage, and umbrella coverage of not less than
Five Million
<PAGE>

Dollars ($5,000,000), and (d) Landlord and Landlord's building manager named as
additional insureds.

a)             Insurance against "All Risks" of physical loss covering the
replacement cost of all of Tenant's fixtures and personal property.  Tenant's
property insurance shall include a waiver of subrogation.  Tenant's insurance
shall be primary and not contributory.

A.             Insurance Certificates.  Tenant shall deliver to Landlord
               ----------------------
certificates and endorsements evidencing all required insurance no later than
five (5) days prior to the Commencement Date and each renewal date.  Each
certificate will provide for the thirty (30) days prior written notice of
cancellation to Landlord and Tenant.

I.             FIRE AND OTHER CASUALTY.

     A.   Termination.  If a fire or other casualty causes substantial damage
          -----------
to the Building or the Premises, Landlord shall engage a registered architect to
certify within one (1) month of the casualty to both Landlord and Tenant, the
amount of time needed to restore the Building and the Premises to tenantability,
using standard working methods.  If the time needed exceeds eighteen (18) months
from the beginning of the restoration, or two (2) months therefrom if the
restoration would begin during the last eighteen (18) months of the Lease, then
in the case of the Premises, either Landlord or Tenant may terminate this lease,
and in the case of the Building, Landlord may terminate this Lease, by notice to
the other party within ten (10) days after the notifying party's receipt of the
architect's certificate.  The termination shall be effective thirty (30) days
from the date of the notice and Rent shall be paid by Tenant to that date,
within an abatement for any portion of the space which has been untenantable
after the casualty.

     B.   Restoration.  If a casualty causes damage to the Building or the
          -----------
Premises but this Lease is not terminated for any reason, then subject to the
rights of any mortgagees or ground lessors, Landlord shall obtain the applicable
insurance proceeds and diligently restore the Building and the Premises subject
to current governmental requirements.  Tenant shall replace its damaged
personal property and fixtures.  Rent shall be abated on a per diem basis during
the restoration for any portion of the Premises which is untenantable, except to
the extent that Tenant's negligence caused the casualty and Landlord's rent loss
insurance would not provide coverage if the Rent were abated.

I.             EMINENT DOMAIN. If a part of the Project is taken by eminent
domain or deed in lieu thereof which is so substantial that the Premises cannot
reasonably be used by Tenant for the operation of its business, then either
party may terminate this Lease effective as of the date of the taking. If any
substantial portion of the Project is taken without affecting the Premises, then
Landlord may terminate this Lease as of the date of such taking. Rent shall
abate from the date of the taking in proportion to any part of the Premises
taken. The entire award for a taking of any kind shall be paid to Landlord, and
Tenant shall have no right to share in the award. All obligations accrued to the
date of the taking shall be performed by each party.

I.             RIGHTS RESERVED TO LANDLORD.
<PAGE>

     Landlord may exercise at any time any of the following rights respecting
the operation of the Project without liability to the Tenant of any kind:

A.             Name.  To change the name or street address of the Building or
               ----
the suite numbers of the Premises; provided that if any of the foregoing is
voluntarily done by Landlord (as opposed to required by a governmental agency or
authority), Landlord shall reimburse Tenant for its reasonable actual out-of-
pocket expenses incurred as a result thereof to purchase stationary and business
cards, in an amount not to exceed $1,000.

A.             Signs.  To install and maintain any signs on the exterior and
               -----
in the interior of the Building, and to approve at its discretion prior to
installation any of the Tenant's signs in the Premises visible from the common
areas or the exterior of the Building.

A.             Window Treatments.  To approve, at its discretion, prior to
               -----------------
installation any shades, blinds, ventilators or window treatments of any kind,
as well as any lighting within the Premises that may be visible from the
exterior of the Building.

A.             Service Contracts.  To enter into service contracts with all
               -----------------
providers furnishing ice and drinking water, towels, toilet supplies, shoe
shines, sign painting, beverage or food services, or other services to the
Premises, provided that the rates charged are reasonably competitive for office
buildings in the Chicago area.

A.             Keys.  To retain and use at any time passkeys to enter the
               ----
Premises or any door within the Premises.  Tenant shall not alter or add any
lock or bolt.

A.             Access.  To have access to inspect the Premises, and to perform
               ------
its obligations, or make repairs, alterations, additions or improvements, as
permitted by this Lease.

A.             Preparation for Reoccupancy.  To decorate, remodel, repair,
               ---------------------------
alter or otherwise prepare the Premises for reoccupancy at any time after Tenant
abandons the Premises, without relieving Tenant of any obligation to pay Rent.

A.             Heavy Articles.  To approve the weight, size, placement and
               --------------
time and manner of movement within the Building of any safe or other heavy
article of Tenant's property.  Tenant shall move its property entirely at its
own risk.

A.             Show Premises.  To show the Premises to prospective purchasers
               -------------
or brokers at any reasonable time, and to prospective tenants during the final
year of the Term, provided that Landlord gives prior notice to Tenant and does
not materially interfere with Tenant's use of the Premises.

A.             Restrict Access.  To restrict access to the Project during such
               ---------------
hours as Landlord shall determine, provided access will normally be available on
a 24-hour basis, subject to the event of an emergency and appropriate regulation
by Landlord.  Landlord agrees to use reasonable efforts to provide Tenant with
prior notice of any such restriction of access.
<PAGE>

A.             Relocation of Tenant. To relocate the Tenant, upon thirty
               --------------------
days' prior written notice, from all or part of the Premises (the "old
premises") to another area in the Project (the "new premises"), provided that:

1.             the size of the new premises is at least equal to the size of the
old premises;

1.             the purpose of the relocation is to put a major tenant into the
old premises;

1.             Landlord pays the cost of moving the Tenant and improving the new
premises to the substantially same condition of the old premises. Tenant shall
cooperate with Landlord in all reasonable ways to facilitate the move, including
supervising the movement of files or fragile equipment, designating new
locations for furniture, equipment and new telephone and electrical outlets, and
determining the color of paint in the new premises; and

1.             Tenant shall not be required to move into the new premises until
the new premises is in the substantially same condition of the old premises.

A.             Use of Lockbox.  To designate a lockbox collection agent for
               --------------
collections of amounts due Landlord.  In that case, the date of payment of Rent
or other sums shall be the date of the agent's receipt of such payment or the
date of actual collection if payment is made in the form of a negotiable
instrument thereafter dishonored upon presentment.  However, if Tenant is in
default under this Lease, Landlord may reject any payment for all purposes as of
the date of receipt or actual collection by mailing to Tenant within 21 days
after such receipt or collection a check equal to the amount sent by Tenant.

A.             Repairs and Alterations.  To make repairs or alterations to the
               -----------------------
Project and in doing so transport any required material through the Premises, to
close entrances, doors, corridors, elevators and other facilities in the
Project, to open any ceiling in the Premises, or to temporarily suspend services
or use of common areas in the Building.  Landlord may perform any such repairs
or alterations during ordinary business hours, except that Tenant may require
any Work in the Premises to be done after business hours if Tenant pays Landlord
for overtime and any other expenses incurred.  Landlord may do or permit any
work on any nearby building, land, street, alley or way.

A.             Landlord's Agents.  If Tenant is in default under this Lease,
               -----------------
possession of Tenant's funds or negotiation of Tenant's negotiable instrument by
any of Landlord's agents shall not waive any breach by Tenant or any remedies of
Landlord under this Lease.

A.             Building Services.  To install, use and maintain through the
               -----------------
Premises, pipes, conduits, wires and ducts serving the Building, provided that
such installation, use and maintenance does not unreasonably interfere with
Tenant's use of the Premises.

A.             Other Actions.  To take any other action which Landlord deems
               -------------
reasonable in connection with the operation, maintenance or preservation of the
Building.
<PAGE>

I.             TENANT'S DEFAULT

     Any of the following shall constitute a default by Tenant:

A.             Rent Default.  Tenant fails to pay any Rent when due, and, in
               ------------
the case of only the first such failure in any 12 consecutive months, this
failure continues for five days after written notice from Landlord;

A.             Assignment/Sublease or Hazardous Substances Default.  Tenant
               ---------------------------------------------------
defaults in its obligations under Section 17 Assignment and Sublease or Section
28 Hazardous Substances;

A.             Other Performance Default.  Tenant fails to perform any other
               -------------------------
obligation to Landlord under this Lease, and, in the case of only the first such
failure in any twelve consecutive months, this failure continues for twenty days
after written notice from Landlord, except that if Tenant begins to cure its
failure within the twenty day period but cannot reasonably complete its cure
within such period, then the twenty day period shall be extended to ninety days,
or such lesser period as is reasonably necessary to complete the cure;

A.             Credit Default.  One of the following credit defaults occurs:
               --------------

1.             Tenant commences any proceeding under any law relating to
bankruptcy, insolvency, reorganization or relief of debts, or seeks appointment
of a receiver, trustee, custodian or other similar official for the Tenant or
for any substantial part of its property, or any such proceeding is commenced
against Tenant and either remains undismissed for a period of thirty days or
results in the entry of an order for relief against Tenant which is not fully
stayed within seven days after entry;

1.             Tenant dissolve, liquidates or otherwise winds up its business,
becomes insolvent or bankrupt, does not generally pay its debts as they become
due, or admits in writing its inability to pay its debts, or makes a general
assignment for the benefit of creditors;

1.             Any third party obtains a levy or attachment under process of law
against Tenant's leasehold interest.

I.             LANDLORD REMEDIES.

     A.   Termination of Lease or Possession.  If Tenant defaults, Landlord may
          ----------------------------------
elect by notice to Tenant either to terminate this Lease or to terminate
Tenant's possession of the Premises without terminating this Lease. In either
case, Tenant shall immediately vacate the Premises and deliver possession to
Landlord, and Landlord may repossess the Premises and may remove any of Tenant's
signs and any of its other property, without relinquishing its right to receive
Rent or any other right against Tenant.

     B.   Lease Termination Damages.  If Landlord terminates the Lease, Tenant
          -------------------------
shall pay to Landlord all Rent due on or before the date of termination, plus
Landlord's reasonable estimate of the aggregate Rent that would have been
payable from the date of termination through the Termination Date, reduced by
the rental value of the Premises calculated as of the date of termination for
the same period, taking into account reletting expenses and market concessions,
both discounted to
<PAGE>

present value at the rate of five (5) percent per annum. If Landlord shall relet
any part of the Premises for any part of such period before such present value
amount shall have been paid by Tenant or finally determined by a court, then the
amount of Rent payable pursuant to such reletting shall be deemed to be the
reasonable rental value for that portion of the Premises relet during the period
of the reletting.

     C.   Possession Termination Damages.  If Landlord terminates Tenant's
          ------------------------------
right to possession without terminating the Lease and Landlord takes possession
of the Premises itself, Landlord may relet any part of the Premises for such
Rent, for such time, and upon such terms as Landlord in its sole discretion
shall determine, without any obligation to do so prior to renting other vacant
areas in the Building.  Any proceeds from reletting the Premises shall first be
applied to the expenses of reletting, including redecoration, repair,
alteration, advertising, brokerage, legal, and other reasonably necessary
expenses.  If the reletting proceeds after payment of expenses are insufficient
to pay the full amount of Rent under this Lease, Tenant shall pay such
deficiency to Landlord monthly upon demand as it becomes due.  Any excess
proceeds shall be retained by Landlord.

     D.   Landlord's Remedies Cumulative.  All of Landlord's remedies under
          ------------------------------
this Lease shall be in addition to all other remedies Landlord may have at law
or in equity.  Waiver by Landlord of any breach of an obligation by Tenant shall
be effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation.  Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination.  Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect such
proceeding or judgment.

     E.   Waiver of Trial by Jury.  Each party waives trial by jury in the
          -----------------------
event of any legal proceeding brought by the other in connection with this
Lease.  Each party shall bring any action against the other in connection with
this Lease in a federal or state courts located in Chicago, Illinois, consents
to the jurisdiction of such courts, and waives any right to have any proceeding
transferred from such courts on the ground of improper venue or inconvenient
forum.

     F.   Litigation Costs.  The non-prevailing party in any lawsuit to enforce
          ----------------
this Lease shall pay the attorneys' fees and other costs of the prevailing
party.

I.             SURRENDER.   Upon termination of this Lease or Tenant's right to
possession, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and casualty damage excepted. If Landlord requires
Tenant to remove any alterations, then Tenant shall remove the alterations in a
good and workmanlike manner and restore the Premises to its condition prior to
their installation.

I.             HOLDOVER.  If Tenant retains possession of any part of the
Premises after the Term, Tenant shall become a month-to-month tenant upon all of
the terms of this Lease as might be applicable to such month-to-month tenancy,
except that Tenant shall pay Base Rent at double the rate in effect immediately
prior to such holdover, computed on a monthly basis for each full or partial
month Tenant remains in possession. If Tenant holds over for more than one
month, Tenant shall also pay Landlord all of Landlord's direct and consequential
damages, and in addition, if Landlord so elects by notice to Tenant, such
holdover shall constitute a renewal of this Lease for one year at the then
current market rate as determined by Landlord but
<PAGE>

in no event less than the Rent payable immediately prior to such holdover. No
acceptance of Rent or other payments by Landlord under these holdover provisions
shall operate as a waiver of Landlord's right to regain possession or any other
of Landlord's remedies.

I.             SUBORDINATION TO GROUND LEASES AND MORTGAGES.

     A.   Subordination.  This Lease shall be subordinate to any present or
          -------------
future ground lease or mortgage respecting the Project, and any amendments to
such ground lease or mortgage, at the election of the ground lessor or mortgagee
as the case may be, effected by notice to Tenant in the manner provided in this
Lease.  The subordination shall be effective upon such notice, but at the
request of Landlord or ground lessor or mortgagee, Tenant shall within ten (10)
days of the request, execute and deliver to the requesting party any reasonable
documents provided to evidence the subordination.

          At any time that any ground lease or mortgage is put in effect on the
Project, Landlord shall use reasonable efforts to cause the mortgagee or ground
lessor to deliver to Tenant a non-disturbance agreement, in form and substance
reasonably acceptable to Tenant, which agreement shall provide that so long as
Tenant is not in default under this Lease (after the expiration of any
applicable notice and cure periods), Tenant shall have the right to remain in
possession of the Premises and to exercise all of its option and rights on the
terms and conditions set forth herein, even if there is a default under any such
ground lease or if any such mortgagee forecloses its mortgage or accepts a deed
in lieu of foreclosure.  At such time as any additional ground leases or
mortgages are placed on the Project, Landlord shall use reasonable efforts to
cause the additional ground lessor and/or mortgagee to deliver a non-disturbance
agreement to Tenant.

     B.   Termination of Ground Lease or Foreclosure of Mortgage.  If any ground
          ------------------------------------------------------
lease is terminated or mortgage foreclosed or deed in lieu of foreclosure given
and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall
thereby become the owner of the Project, Tenant shall attorn to such ground
lessor or mortgagee or purchaser without any deduction or setoff by Tenant, and
this Lease shall continue in effect as a direct lease between Tenant and such
ground lessor, mortgagee or purchaser.  The ground lessor or mortgagee or
purchaser shall be liable as Landlord only during the time such ground lessor or
mortgagee or purchaser is the owner of the Project.  At the request of Landlord,
ground lessor or mortgagee, Tenant shall execute and deliver within ten (10)
days of the request any document furnished by the requesting party to evidence
Tenant's agreement to attorn.

     C.   Security Deposit.  Any ground lessor or mortgagee shall be
          ----------------
responsible for the return of any security deposit by Tenant only to the extent
the security deposit is received by such ground lessor or mortgagee.

     D.   Notice and Right to Cure.  The Project is subject to any ground
          ------------------------
lease and mortgage identified with name and address of ground lessor or
mortgagee in any Appendix to this Lease.  Tenant agrees to send by registered or
certified mail to any ground lessor or mortgagee identified either in such
Appendix or in any later notice from Landlord to Tenant a copy of any notice of
default sent by Tenant to Landlord.  If Landlord fails to cure such default
within the required time period under this Lease, but ground lessor or mortgagee
begins to cure within ten (10) days after such period and proceeds diligently to
complete such cure, then ground lessor or mortgagee shall have such additional
time as is necessary to complete such cure, including any
<PAGE>

time necessary to obtain possession if possession is necessary to cure, and
Tenant shall not begin to enforce its remedies so long as the cure is being
diligently pursued.

     E.   Definitions.  As used in this Section 16, "mortgage" shall include
          -----------
"trust deed" and "mortgagee" shall include "trustee", "mortgagee" shall include
the mortgagee of any ground lessee, and "ground lessor", "mortgagee", and
"purchaser at a foreclosure sale" shall include, in each case, all of its
successors and assigns, however remote.

I.             ASSIGNMENT AND SUBLEASE.
--

A.             Consent Required. Tenant shall not, without the prior consent of
               ----------------
Landlord in each case, (i) make or allow any assignment or transfer, by
operation of law or otherwise, of any part of Tenant's interest in this Lease,
(ii) grant or allow any lien or encumbrance, by operation of law or otherwise,
upon any part of Tenant's interest in this Lease, (iii) sublet any part of the
Premises, or (iv) permit anyone other than Tenant and its employees to occupy
any part of the Premises. Landlord may withhold its consent to the assignment or
sublease if Tenant is in default under this Lease, if the proposed assignee or
sublessee is a tenant in the Project or an affiliate of such a tenant, or if the
financial responsibility, nature of business, and character of the proposed
assignee or subtenant are not all reasonably satisfactory to Landlord. Landlord
will not otherwise unreasonably withhold its consent on any other basis to such
an assignment or subletting. No consent granted by Landlord shall relieve Tenant
of any of its obligations under this Lease, nor shall it be deemed to be a
consent to any subsequent assignment or transfer, lien or encumbrance, sublease
or occupancy. Tenant shall pay all of Landlord's attorneys' fees and other
expenses incurred in connection with any consent requested by Tenant or in
reviewing any proposed assignment or subletting. Any assignment or transfer,
grant of lien or encumbrance, or sublease or occupancy without Landlord's prior
written consent shall be void.

A.             Procedure.  Tenant shall notify Landlord of any proposed
               ---------
assignment or sublease at least forty-five (45) days prior to its proposed
effective date.  The notice shall include the name and address of the proposed
assignee or subtenant, its corporate affiliates in the case of a corporation and
its partners in a case of a partnership, an execution copy of the proposed
assignment or sublease, and sufficient information to permit Landlord to
determine the financial responsibility and character of the proposed assignee or
subtenant.  As a condition to any effective assignment of this Lease, the
assignee shall execute and deliver in form satisfactory to Landlord at least
fifteen (15) days prior to the effective date of the assignment, an assumption
of all of the obligations of Tenant under this Lease.  As a condition to any
effective sublease, subtenant shall execute and deliver in form satisfactory to
Landlord at least fifteen (15) days prior to the effective date of the sublease,
an agreement to comply with all of Tenant's obligations under this Lease, and at
Landlord's option, an agreement (except for the economic obligations which
subtenant will undertake directly to Tenant) to attorn to Landlord under the
terms of the sublease in the event this Lease terminates before the sublease
expires.

A.             Change of Management or Ownership.  Any transfer of the
               ---------------------------------
direct or indirect power to affect the management or policies of Tenant or
direct or indirect change in 40% or more of the ownership interest in Tenant
shall constitute an assignment of this Lease.
<PAGE>

A.             Excess Payments.  If Tenant shall assign this Lease or
               ---------------
sublet any part of the Premises for consideration in excess of the pro-rata
portion of Rent applicable to the space subject to the assignment or sublet,
then Tenant shall pay to Landlord as Additional Rent 50% of any such excess
immediately upon receipt.

I.             CONVEYANCE BY LANDLORD.  If Landlord shall at any time transfer
its interest in the Project or this Lease, Landlord shall be released of any
obligations occurring after such transfer, except the obligation to return to
Tenant any security deposit not delivered to its transferee, and Tenant shall
look solely to Landlord's successors for performance of such obligations.  This
Lease shall not be affected by any such transfer.

I.             ESTOPPEL CERTIFICATE.  Each party shall, within ten (10) days of
receiving  a request from the other party, execute, acknowledge in recordable
form, and deliver to the other party or its designee a certificate stating,
subject to a specific statement of any applicable exceptions, that the Lease as
amended to date is in full force and effect, that the Tenant is paying Rent and
other charges on a current basis, and that to the best of the knowledge of the
certifying party, the other party has committed no uncured defaults and has no
offsets or claims.  The certifying party may also be required to state the date
of commencement of payment of Rent, the Commencement Date, the Termination Date,
the Base Rent, the current Operating Cost Share Rent and Tax Share Rent
estimates, the status of any improvements required to be completed by Landlord,
and such other matters as may be reasonably requested.  Failure to deliver such
statement within the time required shall be conclusive evidence against the non-
certifying party that this Lease, with any amendments identified by the
requesting party, is in full force and effect, that there are no uncured
defaults by the requesting party, that not more than one month's Rent has been
paid in advance, and that the non-certifying party has no claims or offsets
against the requesting party.

I.             SECURITY DEPOSIT.

     A.   Tenant shall deposit with Landlord on the date of this Lease security
for the performance of all of its obligations (the "Security Deposit") in the
amounts set forth in paragraph C of this Section 20 and in the form set forth
below.  If Tenant defaults under this Lease, Landlord may use any part of the
Security Deposit to make any defaulted payment, to pay for Landlord's cure of
any defaulted obligation, or to compensate Landlord for any loss or damage
resulting from any default.  To the extent any portion of the Security Deposit
is used, Tenant shall within five (5) days after demand from Landlord reinstate
the Letter of Credit (defined below).  If Tenant shall perform all of its
obligations under this Lease and return the Premises to Landlord at the end of
the Term, Landlord shall return either all of the remaining Security Deposit or
the Letter of Credit to Tenant.  The Security Deposit shall not serve as an
advance payment of Rent or a measure of Landlord's damages for any default under
this Lease.

     B.   The Security Deposit shall be in the form of an unconditional and
irrevocable letter of credit (the "Letter of Credit"), which Letter of Credit
shall (a) be in the initial amount of $220,000, (b) be in form and substance
satisfactory to Landlord, (c) name Landlord as its beneficiary, (d) expressly
allow Landlord to draw upon it at any time or from time to time by delivering to
the issuer written notice that Landlord is entitled to draw thereunder, (e) be
drawn on an FDIC-insured financial institution satisfactory to Landlord,  (f) be
redeemable in the State of New York, (g) be freely assignable by Landlord to any
successor to Landlord's
<PAGE>

interest in the Project. If Landlord is not provided with a substitute Letter of
Credit complying with all of the requirements hereof at least ten (10) days
before the stated expiration date thereof, then Landlord shall have the right to
draw under such Letter of Credit then held by Landlord and hold such funds as a
Security Deposit in accordance with the terms of this Section 20.

     C.   Provided that Tenant is not in default under any of the terms,
covenants or conditions of the Lease, beginning with the start of the third
Lease Year, and at the  start of each Lease Year thereafter, the amount of the
Letter of Credit to be delivered to Landlord may be decreased by $50,000, as
more specifically set forth in the following:

               Lease Year          Amount of Letter of Credit
               ----------------------------------------------

                    1                       $220,000
                    2                       $220,000
                    3                       $170,000
                    4                       $120,000
                    5                       $ 70,000


     D.   If Landlord transfers its interest in the Project or this Lease,
Landlord may transfer the Security Deposit to its transferee.  Upon such
transfer, Landlord shall have no further obligation to return the Security
Deposit to Tenant, and Tenant's right to the return of the Security Deposit
shall apply solely against Landlord's transferee.

I.             EXTENSION.  Subject to Sections 21B and 21C below, the Term of
this Lease may be extended, at the option of Tenant, for one additional period
of five (5) years (the "Renewal Term").  The Renewal Term shall be upon the same
terms, covenants and conditions contained in this Lease, excluding the
provisions of Section 22 and Appendix D of the Lease and except for the amount
of Base Rent payable during the Renewal Term, and any reference in the Lease to
the "Term" of the Lease shall be deemed to include the Renewal Term and apply
thereto, unless it is expressly provided otherwise.  Tenant shall have no
extension option beyond the aforesaid five year extension option.  Any
termination of this Lease during the initial Term of this Lease shall terminate
all rights under this Section 21.

     A.   The initial Base Rent during the Renewal Term for any space then
constituting a portion of the Premises shall be at a rate equal to the greater
of (i) the Base Rent (as escalated pursuant to Section 2A above) applicable to
the fifth Lease Year, and (ii) the then prevailing market rate for fully
creditworthy tenants for comparable space in the Building and other first class
office buildings in the vicinity of the Building as reasonably determined by
Landlord.  Tenant's obligation to pay Operating Cost Share Rent and Tax Share
Rent pursuant to Section 2A of the Lease shall continue during the Renewal Term.

     B.   Such option to extend shall be exercised by Tenant delivering an
initial non-binding written notice to Landlord not less than twelve (12) full
calendar months prior to the expiration of the initial Term of this Lease.
Thereafter, Landlord shall calculate the prevailing market rate for the
Premises, which calculation shall reflect the market rate that would be payable
per annum for a term commencing on the first day of the Renewal Term, provided
that such calculation shall be final and shall not be recalculated at the actual
commencement of the Renewal Term (if any).
<PAGE>

Tenant shall give Landlord final binding written notice of intent to exercise
its option to extend, if at all, no later than nine (9) months prior to the
expiration of the initial Term.

     C.   Tenant's right to exercise its option to extend this Lease pursuant to
this Section 21, is subject to the following conditions:  (i) that on the date
that Tenant delivers its final binding written notice of its election to
exercise its option to extend, Tenant is not in default under any of the terms,
covenants or conditions of the Lease, after the expiration of any applicable
notice and cure periods, and (ii) that Tenant shall not have assigned the Lease
or sublet the Premises at any time during the period commencing with the date
that Tenant delivers its final binding written notice to Landlord of its
exercise of such option to extend and ending on the commencement date of the
Renewal Term, or at any time prior to such period, if such assignment or
sublease extends into such period.

     D.   If Tenant fails to give its initial non-binding written notice of
intent or its final binding written notice of intent to exercise its option to
extend when due as provided in this Section 21, Tenant will be deemed to have
waived such option to extend.

I.             RIGHT OF FIRST OFFER.  Subject to Section 22B below, during the
Term of this Lease, Tenant shall have and is hereby granted a right of first
offer on any portion of the 19th floor of the Building contiguous to the Leased
Premises that is not originally demised to Tenant under this Lease,
(collectively, the "ROFO Space"), which right shall be exercised in accordance
with the procedures set forth in Section 22A below.

     A.   If at any time during the Term of this Lease any ROFO Space becomes
available for lease to anyone other than a prior tenant, Landlord shall give
written notice thereof to Tenant (the "Landlord's ROFO Notice") identifying that
portion of the ROFO Space that is available (the "Subject ROFO Space").
Landlord's ROFO Notice may be given at any time up to sixteen (16) months in
advance of such availability and shall contain the terms upon which Landlord
intends to offer the Subject ROFO Space for lease at a market rate to the
market.  Tenant shall notify Landlord within ten (10) days of receipt of
Landlord's ROFO Notice whether it desires to lease the Subject ROFO Space on the
terms set forth in Landlord's ROFO Notice; provided, however, that failure to
notify Landlord within said 10-day period shall be deemed a refusal by Tenant.
After any such refusal or deemed refusal, Tenant shall have no further rights to
such Subject ROFO Space and Landlord shall be free to lease such space to any
person or entity for any term.  If Tenant exercises its right of first offer
with respect to such Subject ROFO Space, such space shall be added to the
Premises for the remaining Term of the Lease (including the Renewal Term, if
any) on (a) all the terms, covenants and conditions specified in the Landlord's
ROFO Notice, and (b) the terms, covenants and conditions of this Lease to the
extent that such terms, covenants and conditions of this Lease do not conflict
with the terms, covenants and conditions specified in the Landlord's ROFO
Notice; provided, however, that notwithstanding anything herein to the contrary,
during the Renewal Term, if any, Base Rent, Operating Cost Share Rent, Tax Share
Rent and Additional Rent and all other economic terms applicable to any ROFO
Space shall be adjusted in the manner provided in Section 21 hereof, and the
rent and other economic terms described in the Landlord's ROFO Notice shall not
apply during any such Renewal Term, but shall be in accordance with Section 21
above.  Any ROFO Space added to the Premises pursuant to this Section 22 shall
become a part of the Premises for all purposes of this Lease, and any reference
in this Lease to the term "Premises" shall be deemed to refer to
<PAGE>

and include such portion of the ROFO Space, except as expressly provided
otherwise in this Lease.

     B.   Tenant's right to exercise its right of first offer with respect to
any portion of the ROFO Space pursuant to this Section 22, is subject to the
following conditions:  (i) that on the date that Tenant delivers its binding
written notice of its election to exercise its right of first offer, Tenant is
not in default under any of the terms, covenants or conditions of the Lease, and
an unmatured event of default has not occurred and is not continuing; and (ii)
that Tenant shall not have assigned the Lease or sublet any portion of the
Premises at any time during the period commencing with the date that Tenant
delivers its binding written notice to Landlord of its exercise of its right of
first offer and ending on the date on which such ROFO Space is available to be
added to the Premises, or at any time prior to such period, if such assignment
or sublease extends into such period.

     C.   Promptly after Tenant's exercise of its right of first offer pursuant
to this Section 22, Landlord shall prepare an amendment to the Lease to reflect
changes in the size of the Premises, Base Rent, Tenant's Proportionate Share and
any other appropriate terms, due to the addition of the ROFO Space.  Tenant
shall execute and return such an amendment to the Lease within fifteen (15) days
after its submission to Tenant.

I.             FORCE MAJEURE.  Landlord shall not be in default under this
Lease to the extent Landlord is unable to perform any of its obligations on
account of any strike or labor problem, energy shortage, governmental pre-
emption or prescription, national emergency, or any other cause of any kind
beyond the reasonable control of Landlord ("Force Majeure").

I.             INTENTIONALLY OMITTED.

I.             NOTICES.  All notices, consents, approvals and similar
communications to be given by one party to the other under this Lease, shall be
given in writing, mailed or personally delivered as follows:

A.             Landlord.  To Landlord as follows:
               --------

          TIAA Realty, Inc.                 c/o TIAA Realty, Inc.
          c/o Office of the Building        Teachers Insurance and Annuity
          Manager                           Association of America
          230 West Monroe Street            730 Third Avenue
          Chicago, Illinois 60606           New York, New York 10017
                                            Attn: Vice President

or to such other person at such other address as Landlord may designate by
notice to Tenant.

A.             Tenant.  To Tenant at the address stated in the Schedule until
               ------
Tenant takes possession of the Premises, and thereafter at the Premises or such
other address as Tenant may designate by notice to Landlord.

     Mailed notices shall be sent by United States certified or registered mail,
or by a reputable national overnight courier service, postage prepaid.  Mailed
notices shall be deemed to have been given upon posting in the United States
mail in the case
<PAGE>

of registered or certified mail, and one business day in the case of overnight
courier.

I.             QUIET POSSESSION.  So long as Tenant shall perform all of its
obligations under this Lease, Tenant shall enjoy peaceful and quiet possession
of the Premises against any party claiming through the Landlord.

I.             REAL ESTATE BROKER.  Tenant represents to Landlord that Tenant
has not dealt with any real estate broker with respect to this Lease except for
Miglin-Beitler Management Corporation and any broker listed in the Schedule, and
no other broker is in any way entitled to any broker's fee or other payment in
connection with this Lease.  Tenant shall indemnify and defend Landlord against
any claims by any other broker or third party for any payment of any kind in
connection with this Lease.

I.             MISCELLANEOUS.

     A.   Successors and Assigns.  Subject to the limits on Tenant's
          ----------------------
assignment contained in Section 14, the provisions of this Lease shall be
binding upon and inure to the benefit of all successors and assigns of Landlord
and Tenant.

     B.   Date Payments Are Due.  Except for payments to be made by Tenant
          ---------------------
under this Lease which are due upon demand, Tenant shall pay to Landlord any
amount for which Landlord renders a statement of account within ten days of
Tenant's receipt of Landlord's statement.

     C.   Meaning of "Landlord", "Re-Entry, "including" and "Affiliate".  The
          -------------------------------------------------------------
term "Landlord" means only the owner of the Project and the lessor's interest in
this Lease from time to time.  The words "re-entry" and "re-enter" are not
restricted to their technical legal meaning.  The words "including" and similar
words shall mean "without limitation."  The word "affiliate" shall mean a person
or entity controlling, controlled by or under common control with the applicable
entity.  "Control" shall mean the power directly or indirectly, by contract or
otherwise, to direct the management and policies of the applicable entity.

     D.   Time of the Essence.  Time is of the essence of each provision of this
          -------------------
Lease.

     E.   No Option.  This document shall not be effective for any purpose
          ---------
until it has been executed and delivered by both parties; execution and delivery
by one party shall not create any option or other right in the other party.

     F.   Severability.  The unenforceability of any provision of this Lease
          ------------
shall not affect any other provision.

     G.   Governing Law.  This Lease shall be governed in all respects by the
          -------------
laws of Illinois, without regard to the principles of conflicts of laws.

     H.   Lease Modification.  Tenant agrees to modify this Lease in any way
          ------------------
requested by a mortgagee which does not cause increased expense to Tenant or
otherwise materially adversely affect Tenant's interests under this Lease.

     I.   No Oral Modification.    No modification of this Lease shall be
          --------------------
effective unless it is a written modification signed by both parties.

<PAGE>

     J.   Landlord's Right to Cure.  If Landlord breaches any of its
          ------------------------
obligations under this Lease, Tenant shall notify Landlord and shall take no
action respecting such breach so long as Landlord immediately begins to cure the
breach and diligently pursues such cure to its completion. Landlord may cure any
default by Tenant; any expenses incurred shall become Additional Rent due from
Tenant on demand by Landlord.

     K.   Captions.  The captions used in this Lease shall have no effect on the
          --------
construction of this Lease.

     L.   Authority.  Landlord and Tenant each represents to the other that it
          ---------
has full power and authority to execute and perform this Lease.

     M.   Landlord's Enforcement of Remedies.  Landlord may enforce any of its
          ----------------------------------
remedies under this Lease either in its own name or through an agent.

     N.   Entire Agreement.  This Lease, together with all Appendices,
          ----------------
constitutes the entire agreement between the parties.  No representations or
agreements of any kind have been made by either party which are not contained in
this Lease.

     O.   Landlord's Title.  Landlord's title shall always be paramount to the
          ----------------
interest of the Tenant, and nothing in this Lease shall empower Tenant to do
anything which might in any way impair Landlord's title.

     P.   Light and Air Rights.  Landlord does not grant in this Lease any
          --------------------
rights to light and air in connection with Project. Landlord reserves to itself,
the Land, the Building below the improved floor of each floor of the Premises,
the Building above the ceiling of each floor of the Premises, the exterior of
the Premises and the areas on the same floor outside the Premises, along with
the areas within the Premises required for the installation and repair of
utility lines and other items required to serve other tenants of the Building.

     Q.   Consents.  Neither party shall unreasonably withhold or delay any
          --------
consent or approval required under this Lease, except as specifically permitted
in this Lease.

     R.   Singular and Plural.  Wherever appropriate in this Lease, a singular
          -------------------
term shall be construed to mean the plural where necessary, and a plural term
the singular. For example, if at any time two parties shall constitute Landlord
or Tenant, then the relevant term shall refer to both parties together.

     S.   No Recording by Tenant.  Tenant shall not record in any public
          ----------------------
records any memorandum or any portion of this Lease.

     T.   Exclusivity.  Landlord does not grant to Tenant in this Lease any
          -----------
exclusive right except the right to occupy its Premises.

     U.   No Construction Against Drafting Party.  The rule of construction
          --------------------------------------
that ambiguities are resolved against the drafting party shall not apply to this
Lease.

     V.   Survival.  All obligations of Landlord and Tenant under this Lease
          --------
shall survive the termination of this Lease.
<PAGE>

     W.   Rent Not Based on Income.  No rent or other payment in respect of
          ------------------------
the Premises shall be based in any way upon net income or profits from the
Premises.  Tenant may not enter into or permit any sublease or license or other
agreement in connection with the Premises which provides for a rental or other
payment based on net income or profit.

     X.   Building Manager and Service Providers.  Landlord may perform any of
          --------------------------------------
its obligations under this Lease through its employees, the building manager
of the Project, or third parties hired by the Landlord or the building manager.
Upon the request of Landlord, Tenant shall enter into a contract approved by
Landlord as to form and content with the building manager of the Project or
third parties designated by Landlord for the furnishing of such services,
provided that no such contract shall require Tenant to make more payments or
accept fewer services than Tenant is entitled to under this Lease.

     Y.   Interest on Late Payments.  Interest shall be paid by Tenant to
          -------------------------
Landlord on any late payments of Rent from the date due until paid at the rate
provided in Section 2D(2).

I.             UNRELATED BUSINESS INCOME.  If Landlord is advised by its counsel
at any time that any part of the payments by Tenant to Landlord under this Lease
may be characterized as unrelated business income under the United States
Internal Revenue Code and its regulations, then Tenant shall enter into any
amendment proposed by Landlord to avoid such income, so long as the amendment
does not require Tenant to make more payments or accept fewer services from
Landlord, than this Lease provides.

I.             HAZARDOUS SUBSTANCES.  Tenant shall not cause or permit any
Hazardous Substances to be brought upon, produced, stored, used, discharged or
disposed of in or near the Project unless Landlord has consented to such storage
or use in its sole discretion.  "Hazardous Substances" include those hazardous
substances described in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et
seq., any other applicable federal, state or local law, and the regulations
adopted under these laws.  If any lender or governmental agency shall require
testing for Hazardous Substances in the Premises, Tenant shall pay for such
testing.

I.             EXCULPATION.  Landlord shall have no personal liability under
this Lease; its liability shall be limited to its interest in the Project, and
shall not extend to any other property or assets of the Landlord.
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Lease.

                              TIAA REALTY, INC., a Delaware corporation,
                              Landlord

                              By:  Teachers Insurance and Annuity Association
                                   of America, a New York corporation, its
                                   authorized representative



                              By:  /S/ Robert D. Loverro
                              Name: Robert D. Loverro
                              Title: Assistant Secretary


                              TENANT:

                              DIGITAL WORK INC., a Delaware Corporation



                              By:  /s/ Loreen Sieroslawski
                              Name: Loreen Sieroslawski
                              Title: Vice President
                                     Finance and Business Operations



<PAGE>

                                  APPENDIX A

                             PLAN OF THE PREMISES



                  (attach floor plan depicting the Premises)



                                  APPENDIX A
                                  Page 1 of 1
<PAGE>

                                  APPENDIX B

                               CLEANING SCHEDULE

     Landlord shall furnish janitorial service as described below:

                                     DAILY
                                     -----

     Sweep, dry mop (using treated mops), or vacuum all floor areas (moving
light furniture) of resilient wood or carpet, remove matter such as gum and tar
which had adhered to the floor.

     Empty and damp wipe all ashtrays and waste baskets and remove all trash.

     Dust all horizontal surfaces with treated dust cloth, including furniture,
files, equipment, blinds, and louvers that can be reached without a ladder.

     Damp wipe all telephones, including dials and crevices.

     Spot wash to remove smudges, marks and fingerprints from such areas as
walls, equipment, doors, partitions and light switches within reach.

     Wash and disinfect water fountains and water coolers.

     Damp mop all non-resilient floors such as concrete, terrazzo and ceramic
tile.

     Empty all waste containers.

     Dust and rub down elevator doors, walls, and metal work in elevator cabs.

                                 TOILET ROOMS
                                 ------------

     Clean mirrors, soap dispensers, shelves, wash basins, exposed plumbing,
dispenser and disposal container exteriors using detergent disinfectant and
water.  Damp wipe all ledges, toilet stalls and doors, spot clean light
switches, doors and walls.

     Clean toilets and urinals with detergent disinfectant, beginning with seats
and working down. Pour one ounce of bowl cleaner into urinal after cleaning and
do not flush.

     Furnish and refill all soap, toilet, sanitary napkin and towel dispensers.

     Clean all baseboards.

     Damp mop floors using detergent disinfectant.

                                    WEEKLY
                                    ------

     Wash all directory board, display, entry door and side light glass, as
necessary.

     Spot clean carpet stains.

                                  APPENDIX B
                                  Page 1 of 2

<PAGE>

     Spot wash interior partition glass and door glass to remove smudge marks,
and all smudge marks and finger marks from doors, partitions, woodwork, window
ledges and window mullions.




                                  APPENDIX B
                                    2 of 2
<PAGE>

                                    MONTHLY
                                    -------

     Sweep stairwells and landings.

     Wash all uncarpeted areas.

     High dust all horizontal and vertical surfaces not reached in nightly
cleaning, such as pipes, light fixtures, door frames, picture frames and other
wall hangings.

                                   QUARTERLY
                                   ---------

     Vacuum all ceilings and wall air supply and exhaust diffusers or grills.

     Wash all stairwell landings and treads.

     Exterior windows of the building will be cleaned, weather permitting.

     All tile areas to be scrubbed, waxed and buffed.


                                  APPENDIX B
                                  Page 2 of 2
<PAGE>

                                  APPENDIX C

                             RULES AND REGULATIONS

     1.   Tenant shall not place anything, or allow anything to be placed near
the glass of any window, door, partition or wall which may, in Landlord's
judgment, appear unsightly from outside of the Project.

     2.   The Project directory shall be available to Tenant solely to display
names and their location in the Project, which display shall be as directed by
Landlord.

     3.   The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used by Tenant for any purposes
other than for ingress to and egress from the Premises.  Tenant shall lend its
full cooperation to keep such areas free from all obstruction and in a clean and
sightly condition and shall move all supplies, furniture and equipment as soon
as received directly to the Premises and move all such items and waste being
taken from the Premises (other than waste customarily removed by employees of
the Building) directly to the shipping platform at or about the time arranged
for removal therefrom.  The halls, passages, exits, entrances, elevators,
stairways, balconies and roof are not for the use of the general public and
Landlord shall, in all cases, retain the right to control and prevent access
thereto by all persons whose presence in the judgment of Landlord, reasonably
exercised, shall be prejudicial to the safety, character, reputation and
interests of the Project.  Neither Tenant nor any employee or invitee of Tenant
shall go upon the roof of the Project.

     4.   The toilet rooms, urinals, wash bowls and other apparatuses shall not
be used for any purposes other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown therein, and to the
extent caused by Tenant or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by Tenant.

     5.   Tenant shall not cause any unnecessary janitorial labor or services by
reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness.

     6.   Tenant shall not install or operate any refrigerating, heating or air
conditioning apparatus, or carry on any mechanical business without the prior
written consent of Landlord; use the Premises for housing, lodging or sleeping
purposes; or permit preparation or warming of food in the Premises (warming of
coffee and individual meals with employees and guests excepted).  Tenant shall
not occupy or use the Premises or permit the Premises to be occupied or used for
any purpose, act or thing which is in violation of any public law, ordinance or
governmental regulation or which may be dangerous to persons or property.

     7.   Tenant shall not bring upon, use or keep in the Premises or the
Project any kerosene, gasoline or inflammable or combustible fluid or material,
or any other articles deemed hazardous to persons or property, or use any method
of heating or air conditioning other than that supplied by Landlord.

     8.   Landlord shall have sole power to direct electricians as to where and
how telephone and other wires are to be introduced.  No boring or cutting for
wires is to be allowed without the consent of Landlord.  The location of
telephones, call boxes

                                  APPENDIX C
                                  Page 1 of 4
<PAGE>

and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.

     9.  No additional locks shall be placed upon any doors, windows or transoms
in or to the Premises. Tenant shall not change existing locks or the mechanism
thereof. Upon termination of the lease, Tenant shall deliver to Landlord all
keys and passes for offices, rooms, parking lot and toilet rooms which shall
have been furnished Tenant and shall make known to Landlord the combination of
all locks then remaining on the Premises. In the event of the loss of keys so
furnished, Tenant shall pay Landlord therefor. Tenant shall not make, or cause
to be made, any such keys and shall order all such keys solely from Landlord and
shall pay Landlord for any keys in addition to the two sets of keys originally
furnished by Landlord for each lock.

     10.  Tenant shall not install linoleum, tile, carpet or other floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Landlord.

     11.  No furniture, packages, supplies, equipment or merchandise will be
received in the Project or carried up or down in the freight elevator, except
between such hours and in such freight elevator as shall be designated by
Landlord. Tenant shall not take or permit to be taken in or out of other
entrances of the Building, or take or permit on other elevators, any item
normally taken in or out through the trucking concourse or service doors or in
or on freight elevators.

     12.  Tenant shall cause all doors to the Premises to be closed and securely
locked and shall turn off all utilities, lights and machines before leaving the
Project at the end of the day.

     13.  Without the prior written consent of Landlord, Tenant shall not use
the name of the Project or any picture of the Project in connection with, or in
promoting or advertising the business of, Tenant, except Tenant may use the
address of the Project as the address of its business.

     14.  Tenant shall cooperate fully with Landlord to assure the most
effective operation of the Premises' or the Project's heating and air
conditioning, and shall refrain from attempting to adjust any controls, other
than room thermostats installed for Tenant's use. Tenant shall keep corridor
doors closed.

     15.  Tenant assumes full responsibility for protecting the Premises from
theft, robbery and pilferage which includes keeping doors locked and other means
of entry to the Premises closed and secured.

     16.  Peddlers, solicitors and beggars shall be reported to the office of
the Project or as Landlord otherwise requests.

     17.  Tenant shall not advertise the business, profession or activities of
Tenant conducted in the Project in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities.

     18.  No bicycle or other vehicle and no animals or pets shall be allowed in
the Premises, halls, freight docks, or any other parts of the Building except
that blind persons may be accompanied by "seeing eye" dogs. Tenant shall not
make or

                             APPENDIX C
                             Page 2 of 4
<PAGE>

permit any noise, vibration or odor to emanate from the Premises, or do anything
therein tending to create, or maintain, a nuisance, or do any act tending to
injure the reputation of the Building.

     19.  Tenant acknowledges that Building security problems may occur which
may require the employment of extreme security measures in the day-to-day
operation of the Project.

     Accordingly:

         (a) Landlord may, at any time, or from time to time, or for regularly
scheduled time periods, as deemed advisable by Landlord and/or its agents, in
their sole discretion, require that persons entering or leaving the Project or
the Property identify themselves to watchmen or other employees designated by
Landlord, by registration, identification or otherwise.

         (b) Tenant agrees that it and its employees will cooperate fully with
Project employees in the implementation of any and all security procedures.

         (c) Such security measures shall be the sole responsibility of
Landlord, and Tenant shall have no liability for any action taken by Landlord in
connection therewith.

     20.  Tenant shall not do or permit the manufacture, sale, purchase, use or
gift of any fermented, intoxicating or alcoholic beverages without obtaining
written consent of Landlord.

     21.  Tenant shall not disturb the quiet enjoyment of any other tenant.

     22.  Tenant shall not provide any janitorial services or cleaning without
Landlord's written consent and then only subject to supervision of Landlord and
at Tenant's sole responsibility and by janitor or cleaning contractor or
employees at all times satisfactory to Landlord.

     23.  Landlord may retain a pass key to the Premises and be allowed
admittance thereto at all times to enable its representatives to examine the
Premises from time to time and to exhibit the same and Landlord may place and
keep on the windows and doors of the Premises at any time signs advertising the
Premises for Rent.

     24.  No equipment, mechanical ventilators, awnings, special shades or other
forms of window covering shall be permitted either inside or outside the windows
of the Premises without the prior written consent of Landlord, and then only at
the expense and risk of Tenant, and they shall be of such shape, color,
material, quality, design and make as may be approved by Landlord.

     25.  Tenant shall not during the term of this Lease canvas or solicit other
tenants of the Building for any purpose.

     26.  Tenant shall not install or operate any phonograph, musical or
sound-producing instrument or device, radio receiver or transmitter, TV receiver
or transmitter, or similar device in the Building, nor install or operate any
antenna, aerial, wires or other equipment inside or outside the Building, nor
operate any electrical device from which may emanate electrical waves which may
interfere with or impair radio or television broadcasting or reception from or
in the Building or

                             APPENDIX C
                             Page 3 of 4
<PAGE>

elsewhere, without in each instance the prior written approval of Landlord. The
use thereof, if permitted, shall be subject to control by Landlord to the end
that others shall not be disturbed.

     27.  Tenant shall promptly remove all rubbish and waste from the Premises.

     28.  Tenant shall not exhibit, sell or offer for sale, Rent or exchange in
the Premises or at the Project any article, thing or service, except those
ordinarily embraced within the use of the Premises specified in Section 6 of
this Lease, without the prior written consent of Landlord.

     29.  Tenant shall list all furniture, equipment and similar articles Tenant
desires to remove from the Premises or the Building and deliver a copy of such
list to Landlord and procure a removal permit from the office of the Building
authorizing Building employees to permit such articles to be removed.

     30.  Tenant shall not overload any floors in the Premises or any public
corridors or elevators in the Building.

     31.  Tenant shall not do any painting in the Premises, or mark, paint, cut
or drill into, drive nails or screws into, or in any way deface any part of the
Premises or the Building, outside or inside, without the prior written consent
of Landlord.

     32.  Whenever Landlord's consent, approval or satisfaction is required
under these Rules, then unless otherwise stated, any such consent, approval or
satisfaction must be obtained in advance, such consent or approval may be
granted or withheld in Landlord's sole discretion, and Landlord's satisfaction
shall be determined in its sole judgment.

     33.  Tenant and its employees shall cooperate in all fire drills conducted
by Landlord in the Building.

                             APPENDIX C
                             Page 4 of 4
<PAGE>

                             APPENDIX D

                      TENANT IMPROVEMENT AGREEMENT

     1.  INITIAL IMPROVEMENTS. Landlord shall cause to be performed the
improvements (the "Initial Improvements") in the Premises provided for in the
plans and specifications to be reasonably and mutually agreed to by Landlord and
Tenant (the "Plans"). The Initial Improvements shall be performed by a
contractor approved by Landlord (which approval Landlord may withhold in its
sole discretion) (the "Contractor"). Landlord shall use commercially reasonable
efforts to cause the Work to be substantially completed on or before the
Commencement Date specified in the Schedule to the Lease, subject to "Tenant
Delay" (as defined in Section 4 hereof) and any Force Majeure.

    2.  ADDITIONAL IMPROVEMENTS. If Tenant shall require improvements
("Additional Improvements") to the Premises in addition to or substitution for
the Initial Improvements, Tenant shall deliver to Landlord for its approval
plans and specifications for such Additional Improvements. If Landlord does not
approve of the plans for Additional Improvements, Landlord shall advise Tenant
of the changes required. Tenant shall revise and redeliver the plans and
specifications to Landlord within five (5) business days of Landlord's advice or
Tenant shall be deemed to have abandoned its request for such Additional
Improvements. Tenant shall pay for all preparations and revisions of plans and
specifications, and the construction of all Additional Improvements.

     3.  LANDLORD'S CONTRIBUTION. Landlord shall contribute an amount up to
$174,318 ($17.00 x 10,254 r.s.f.) ("Landlord's Contribution") toward the costs
incurred by Landlord for the Initial Improvements, including without limitation,
the cost of any architecture fees. Landlord has no obligation to pay for costs
of the Initial Improvements in excess of Landlord's Contribution. If the cost of
the Initial Improvements exceeds the Landlord's Contribution, Tenant shall pay
such overage to Landlord prior to commencement of construction of the Initial
Improvements. Tenant shall also pay to Landlord prior to commencement of
construction, the cost of all Additional Improvements. Notwithstanding anything
to the contrary contained in this Lease, the Landlord's Contribution shall be
available to Tenant for a period of twenty-four months after the Commencement
Date. If Tenant fails to use any portion of the Landlord's Contribution within
such twenty-four (24) month period, any such portion shall be unavailable to
Tenant.

     4.  COMMENCEMENT DATE DELAY. The Commencement Date shall be delayed until
the Initial Improvements have been substantially completed (the "Completion
Date"), except to the extent that the delay shall be caused by any one or more
of the following a ("Tenant Delay"):

         (a) Tenant's request for Additional Improvements whether or not any
such Additional Improvements are actually performed; or

         (b) Contractor's performance of any Additional Improvements; or

         (c) Tenant's request for materials, finishes or installations
requiring unusually long lead times; or

                                   APPENDIX D
                                  Page 1 of 12
<PAGE>

         (d) Any other act or omission by Tenant, its agents, contractors or
persons employed by any of such persons.

If the Commencement Date is delayed for any reason, then Landlord shall cause
Landlord's Architect to certify the date on which the Initial Improvements would
have been completed but for such Tenant Delay, or were in fact completed without
any Tenant Delay.

     5.  ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord at its
discretion may permit Tenant and its agents to enter the Premises prior to the
Commencement Date to prepare the Premises for Tenant's use and occupancy. Any
such permission shall constitute a license only, conditioned upon Tenant's:

     (a) working in harmony with Landlord and Landlord's agents, contractors,
workmen, mechanics and suppliers and with other tenants and occupants of the
Building;

     (b) obtaining in advance Landlord's approval of the contractors proposed to
be used by Tenant and depositing with Landlord in advance of any work (i)
security satisfactory to Landlord for the completion thereof, and (ii) the
general contractor's affidavit for the proposed work and the waivers of lien
from the general contractor and all subcontractors and suppliers of material;
and

     (c) furnishing Landlord with such insurance as Landlord may require against
liabilities which may arise out of such entry.

     Landlord shall have the right to withdraw such license for any reason upon
twenty-four (24) hours' written notice to Tenant. Landlord shall not be liable
in any way for any injury, loss or damage which may occur to any of Tenant's
property or installations in the Premises prior to the Commencement Date. Tenant
shall protect, defend, indemnify and save harmless Landlord from all
liabilities, costs, damages, fees and expenses arising out of the activities of
Tenant or its agents, contractors, suppliers or workmen in the Premises or the
Building. Any entry and occupation permitted under this Section shall be
governed by Section 5 and all other terms of the Lease.

     6.  MISCELLANEOUS.

     Terms used in this Appendix D shall have the meanings assigned to them in
the Lease. The terms of this Appendix D are subject to the terms of the Lease.

                             APPENDIX D
                             Page 2 of 2
<PAGE>

                                  APPENDIX E

                   MORTGAGES CURRENTLY AFFECTING THE PROJECT
                   -----------------------------------------

                                     None.

                                  APPENDIX E
                                  Page 1 of 1


<PAGE>

                                    Lease
                                230 West Monroe
                               Chicago, Illinois

<TABLE>
<CAPTION>
                                                                                    Page
<S>                                                                                 <C>
1.  LEASE AGREEMENT................................................................. 2

2.  RENT                                                                             2
    A.  Types of Rent............................................................... 2
        (1)  Base Rent.............................................................. 2
        (2)  Operating Cost Share Rent.............................................. 2
        (3)  Tax Share Rent......................................................... 2
        (4)  Additional Rent........................................................ 2
        (5)  Rent................................................................... 2
    B.  Payment of Operating Cost Share Rent and Tax Share Rent..................... 2
        (1)  Payment of Estimated Operating Cost
             Share Rent and Tax Share Rent.......................................... 2
        (2)  Correction of Operating Cost Share Rent................................ 3
        (3)  Correction of Tax Share Rent........................................... 3
    C.  Definitions................................................................. 3
        (1)  Taxes.................................................................. 3
        (2)  Operating Costs........................................................ 3
        (3)  Fiscal Year............................................................ 4
    D.  Computation of Base Rent and Rent Adjustments............................... 4
        (1)  Prorations............................................................. 4
        (2)  Default Interest....................................................... 5
        (3)  Rent Adjustments....................................................... 5
        (4)  Books and Records...................................................... 5
        (5)  Miscellaneous.......................................................... 5

3.  PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF PREMISES..... 5
    A.   Condition of Premises...................................................... 5
    B.   Tenant's Possession........................................................ 6
    C.   Maintenance................................................................ 6
    D.   Ownership of Improvements.................................................. 6
    E.   Removal at Termination..................................................... 6

4.  PROJECT SERVICES................................................................ 6
    A.   Heating and Air Conditioning............................................... 6
    B.   Elevators.................................................................. 7
    C.   Electricity................................................................ 7
    D.   Water...................................................................... 7
    E.   Janitorial Service......................................................... 7
    F.   Telephone Service.......................................................... 7
    G.   Interruption of Services................................................... 7

5.  ALTERATIONS AND REPAIRS......................................................... 8
    A.   Landlord's Consent and Conditions.......................................... 8
    B.   Electronic Systems......................................................... 8
    C.   Damage to Systems.......................................................... 8
    D.   No Liens................................................................... 9
</TABLE>


                                 APPENDIX F
                                 Page 1 of 1
<PAGE>

<TABLE>
<S>                                                                                      <C>
6.   USES OF PREMISES...................................................................  9

7.   GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.......................................  9

8.   WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.......................................  9
     A.    Waiver of Claims.............................................................  9
     B.    Indemnification..............................................................  9
     C.    Insurance Coverage........................................................... 10
     D.    Insurance Certificates....................................................... 10

9.   FIRE AND OTHER CASUALTY............................................................ 10
     A.    Termination.................................................................. 10
     B.    Restoration.................................................................. 10

10.  EMINENT DOMAIN..................................................................... 11

11.  RIGHTS RESERVED TO LANDLORD........................................................ 11
     A.    Name......................................................................... 11
     B.    Signs........................................................................ 11
     C.    Window Treatments............................................................ 11
     D.    Service Contracts............................................................ 11
     E.    Keys......................................................................... 11
     F.    Access....................................................................... 11
     G.    Preparation for Reoccupancy.................................................. 11
     H.    Heavy Articles............................................................... 11
     I.    Show Premises................................................................ 11
     J.    Restrict Access.............................................................. 11
     K.    Relocation of Tenant......................................................... 12
     L.    Use of Lockbox............................................................... 12
     M.    Repairs and Alterations...................................................... 12
     N.    Landlord's Agents............................................................ 12
     O.    Building Services............................................................ 12
     P.    Other Actions................................................................ 12

12.  TENANT'S DEFAULT................................................................... 12
     A.    Rent Default................................................................. 12
     B.    Assignment/Sublease or Hazardous Substances Default.......................... 12
     C.    Other Performance Default.................................................... 13
     D.    Credit Default............................................................... 13

13.  LANDLORD REMEDIES.................................................................. 13
     A.    Termination of Lease or Possession........................................... 13
     B.    Lease Termination Damages.................................................... 13
     C.    Possession Termination Damages............................................... 13
     D.    Landlord's Remedies Cumulative............................................... 13
     E.    Waiver of Trial by Jury...................................................... 14

     14.   SURRENDER.................................................................... 14

     15.   HOLDOVER..................................................................... 14

16.  SUBORDINATION TO GROUND LEASES AND MORTGAGES....................................... 14
     A.    Subordination................................................................ 14
     B.    Termination of Ground Lease or Foreclosure of Mortgage....................... 15
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
     C.   Security Deposit................................................... 15
     D.   Notice and Right to Cure........................................... 15
     E .  Definitions........................................................ 15

17.  ASSIGNMENT AND SUBLEASE................................................. 15
     A.   Consent Required................................................... 15
     B.   Procedure.......................................................... 15
     C.   Change of Management or ownership.................................. 16
     D.   Excess Payments.................................................... 16

18.  CONVEYANCE BY LANDLORD.................................................. 16

19.  ESTOPPEL CERTIFICATE.................................................... 16

20.  SECURITY DEPOSIT........................................................ 16

21.  EXTENSION............................................................... 17

22.  RIGHT OF FIRST OFFER.................................................... 18

23.  FORCE MAJEURE........................................................... 19

24.  INTENTIONALLY OMITTED................................................... 19

25.  NOTICES................................................................. 19
     A.   Landlord........................................................... 19
     B.   Tenant............................................................. 19

26.  QUIET POSSESSION........................................................ 19

27.  REAL ESTATE BROKER...................................................... 19

28.  MISCELLANEOUS........................................................... 19
     A.   Successors and Assigns............................................. 19
     B.   Date Payments Are Due.............................................. 19
     C.   Meaning of "Landlord", "Re-Entry", "including" and "Affiliate"..... 19
     D.   Time of the Essence................................................ 20
     E.   No Option.......................................................... 20
     F.   Severability....................................................... 20
     G.   Governing Law...................................................... 20
     H.   Lease Modification................................................. 20
     I.   No Oral Modification............................................... 20
     J.   Landlord's Right to Cure........................................... 20
     K.   Captions........................................................... 20
     L.   Authority.......................................................... 20
     M.   Landlord's Enforcement of Remedies................................. 20
     N.   Entire Agreement................................................... 20
     0.   Landlord's Title................................................... 20
     P.   Light and Air Rights............................................... 20
     Q.   Consents........................................................... 20
     R.   Singular and Plural................................................ 20
     S.   No Recording by Tenant............................................. 21
     T.   Exclusivity........................................................ 21
     U.   No Construction Against Drafting Party............................. 21
     V.   Survival........................................................... 21
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                           Page
<S>   <C>                                                                  <C>
     W.   Rent Not Based on Income.......................................... 21
     X.   Building Manager and Service Providers............................ 21
     Y.   Interest on Late Payments......................................... 21

30.  HAZARDOUS SUBSTANCES................................................... 21

31.  EXCULPATION............................................................ 21
</TABLE>

APPENDIX A - PLAN OF THE PREMISES

APPENDIX B - CLEANING SCHEDULE

APPENDIX C - RULES AND REGULATIONS

APPENDIX D - TENANT IMPROVEMENT AGREEMENT

APPENDIX E - MORTGAGES CURRENTLY AFFECTING THE PROJECT
<PAGE>

Exhibit 10.19
-------------
                           FIRST AMENDMENT TO LEASE
                           ------------------------


     THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into
                                          ---------
as of this       day of __________, 1999 by and between TIAA REALTY, INC., a
Delaware corporation ("Landlord") and DIGITAL WORKS INC., a Delaware corporation
                       --------
("Tenant").
  ------

                              W I T N E S S E T H
                              -------------------

     WHEREAS, Landlord and Tenant have heretofore entered into that certain
lease dated as of June 3, 1999 (the "Lease"), pursuant to which Landlord leased
                                     -----
to Tenant approximately 10,254 rentable square feet of space located on the
nineteenth (19th) floor (the "Original Premises") in the building commonly known
                              -----------------
as 230 West Monroe Street, situated at the northeast corner of Monroe and
Franklin Streets in Chicago, Illinois (the "Building"), as more particularly set
                                            --------
forth in the Lease;

     WHEREAS, Landlord and Tenant desire to amend and supplement the Lease
according to the terms hereof to extend the Term of the Lease with respect to
the Original Premises and to evidence Tenant's expansion into the Additional
Space (as hereinafter defined);

     NOW THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
hereby to modify and amend the Lease as follows:

I.        Controlling Language. Insofar as the specific terms and provisions of
          --------------------
this Amendment purport to amend or modify or are in conflict with the specific
terms, provisions and exhibits of the Lease, the terms and provisions of this
Amendment shall govern and control; in all other respects, the terms, provisions
and exhibits of the Lease shall remain unmodified in full force and effect.

I.        Term of Lease. The Term of the Lease was heretofore scheduled to
          -------------
expire on August 31, 2004. Landlord and Tenant hereby agree that the Term of the
Lease is hereby extended for an additional period of four (4) months, commencing
on September 1, 2004 ("Extension Commencement Date") and ending on December 31,
                       ---------------------------
2004 ("Extension Term") on all the terms, covenants and conditions of the Lease,
       --------------
except as set forth in this Section 2. Any reference in the Lease to the "Term"
of Lease shall be deemed to include Extension Term. Any reference to the
"Termination Date" in the Lease shall be deemed to refer to December 31, 2004.

<PAGE>

Beginning on the Extension Commencement Date and for the duration of the
Extension Term, Tenant shall, with respect to the Original Premises, pay to
Landlord Base Rent in monthly installments in advance on or before the first day
of each month of the Extension Term as set forth in the following schedule:

                                                   Monthly
                                                 Installment
                               Base Rent        of Base Rent
                         -----------------------------------

Extension Term                 $57,559.12        $ 14,389.78

Tenant shall, during the Extension Term, continue to pay, with respect to the
Original Premises, Operating Cost Share Rent, Tax Share Rent and Additional Rent
as required by the Lease. Tenant shall, during the Extension Term, pay rent with
respect to the Additional Space as set forth in Section 3 below.

I.        Additional Space. Landlord shall lease to Tenant the approximately
          ----------------
12,159 rentable square feet of space on the twentieth (20th) floor of the
Building depicted on Exhibit A attached hereto and made a part hereof (the
                     ---------
"Additional Space") for a term commencing upon the earlier to occur of (a)
 ----------------
January 1, 2000 or (b) the date the Additional Space Build-Out (as hereinafter
defined) has been substantially completed (the "Additional Space Commencement
                                                -----------------------------
Date") and ending on the last day of the Term of the Lease, as extended by
----
Section 2 above.  The Additional Space shall be included in the term "Premises"
as such term used in the Lease shall be subject to all the terms and conditions
of the Lease except to the extent expressly modified hereby, and except for
Section 2A of the Lease, Items 4, 10, 11 and 12 of the Schedule to the Lease,
and Appendix D to the Lease.

I.        Additional Space Rent. Beginning on the Additional Space Commencement
          ---------------------
Date and for the remainder of the Term of the Lease, as extended by Section 2
above, Tenant shall pay to Landlord, in addition to (and not in substitution of)
the Rent Tenant is obligated to pay under the Lease with respect to the Original
Premises, the following:

A.        Base Rent to be paid, in monthly installments in advance on or before
          ---------
the first day of each month set forth in the following schedule:
<PAGE>

         Monthly
       Installment
         Period                     Base Rent    of Base Rent

     First Additional              $185,424.75    $15,452.06
     Space Lease Year

     Second Additional             $191,017.89    $15,918.16
     Space Lease Year

     Third Additional              $196,732.62    $16,394.39
     Space Lease Year

     Fourth Additional             $202,568.94    $16,880.75
     Space Lease Year

     Fifth Additional              $208,648.44    $17,387.37
     Space Lease Year


          For the purposes of this Amendment, "First Additional Space Lease
                                               ----------------------------
     Year" shall mean the period commencing on the Additional Space Commencement
     Date and ending December 31, 2000 (which period Landlord and Tenant
     acknowledge may be greater than twelve months), and each subsequent
     "Additional Space Lease Year" shall be the period of twelve calendar months
      ---------------------------
     following the last day of the prior Additional Space Lease Year.

A.             Operating Cost Share Rent in an amount equal to one hundred
               -------------------------
percent (100%) of Tenant's Additional Space Proportionate Share (hereinafter
defined) of Operating Costs for the applicable fiscal year of the Lease.
Operating Cost Share Rent shall be paid monthly in advance in an estimated
amount, as adjusted by Landlord from time to time.

A.             Tax Share Rent in an amount equal to one hundred percent (100%)
               --------------
of Tenant's Additional Space Proportionate Share of Taxes for the applicable
fiscal year of the Lease.  Tax Share Rent shall be paid monthly in advance in an
estimated amount, as adjusted by Landlord from time to time.

A.             Additional Rent consisting of all of the sums, liabilities,
               ---------------
obligations and other amounts (excepting Base Rent, Operating Cost Share Rent
and Tax Share Rent) which Tenant is required to pay or discharge pursuant to the
Lease or this Amendment (including, without limitation, any
<PAGE>

amounts which the Lease or this Amendment provides shall be Tenant's cost or
expense), together with interest for late payment thereon, all as hereafter or
in the Lease provided.

     For purposes of this Amendment, "Tenant's Additional Space Proportionate
Share" shall mean 2.12%.

     This Section 4 of this Amendment is intended to supplement the terms of the
Lease.  Nothing in this Section 4 of this Amendment is intended to modify or
change the terms and conditions applicable to Base Rent, Operating Cost Share
Rent, Tax Share Rent or Additional Rent with respect to the Original Premises.
Any references herein or in the Lease to Base Rent, Operating Cost Share Rent,
Tax Share Rent or Additional Rent shall be deemed to apply to the Original
Premises and Tenant's Proportionate Share with respect thereto, or to the
Additional Space and Tenant's Additional Space Proportionate Share, as the case
may be.  The definition of Taxes and Operating Costs shall be as set forth in
Section 2C of the Lease.  Operating Cost Share Rent and Tax Share Rent for both
the Original Premises and the Additional Space shall be paid in the manner set
forth in Section 2B of the Lease.

I.             Condition of Additional Space.  Except for latent defects
               -----------------------------
relating to the Additional Space of which Tenant notifies Landlord within one
year of the Additional Space Commencement Date, Landlord is leasing the
Premises, including the Additional Space, to Tenant for the remainder of the
Term of the Lease "AS IS", without any representations or warranties of any kind
(including, without limitation, any express or implied warranties of
merchantability, fitness or habitability) and without any obligation on the part
of Landlord to alter, remodel, improve, repair, or decorate the Premises or any
part thereof.

I.             Tenant Construction Allowance.  Landlord hereby agrees to provide
               -----------------------------
Tenant with an amount not to exceed Three Hundred Sixty-Four Thousand Seven
Hundred Seventy and No/100 Dollars ($364,770) ($30.00 X 12,159 rentable square
feet) (the "Tenant Construction Allowance") to be applied toward costs of
            -----------------------------
construction, preparation of architectural and mechanical drawings, and Tenant's
architectural fees in connection with the build-out of the Additional Space in
accordance with plans and specifications approved by Landlord in accordance with
Section 5 of the Lease (the "Additional Space Build-Out").  The Additional Space
                             --------------------------
Build-Out shall be performed by Tenant in accordance with Section 5 of the
Lease.  In addition, Tenant shall not perform the Additional Space Build-Out
until it has obtained Landlord's prior written consent to  all contracts
relating to the construction and performance of the Additional Space Build-Out.
If the total costs incurred by Tenant in connection
<PAGE>

with the Additional Space Build-Out exceed the Tenant Construction Allowance
("Excess Costs"), Tenant hereby acknowledges that all of such Excess Costs shall
  ------------
be borne entirely by Tenant, and Tenant hereby agrees to pay such Excess Costs
upon demand. If the cost of the Additional Space Build-Out are less than the
Tenant Construction Allowance, such excess shall be retained by Landlord and
Tenant shall have no right thereto. Upon written request of Tenant (not more
frequently than once each month), Landlord shall pay all or any portion of the
Tenant Construction Allowance to Tenant, within thirty (30) days after receipt
of (i) invoices evidencing payment of all Excess Costs, (ii) evidence
satisfactory to Landlord that the work covered by such invoices and any other
work for which reimbursement from the Tenant Construction Allowance is sought
has been completed in a satisfactory manner, (iii) lien waivers and sworn
affidavits covering all work performed or otherwise reasonably requested by
Landlord, (iv) marked copies of the originally approved plans and specifications
showing changes made in constructing the Additional Space Build-Out after such
plans and specifications were initially approved by Landlord (any such changes
must be approved by Landlord in the same manner as the initial plans and
specifications); and (v) such other documentation as Landlord may reasonably
require under the circumstances. Tenant shall deliver as-built plans to Landlord
upon completion of the Additional Space Build-Out.

     Landlord shall permit Tenant and its agents to enter the Additional Space
subsequent to the date of this Amendment, but prior to the Additional Space
Commencement Date to prepare the Additional Space for Tenant's use and
occupancy.  Any such permission shall constitute a license only, conditioned
upon Tenant's:  (a)  working in harmony with Landlord and Landlord's agents,
contractors, workmen, mechanics and suppliers and with other tenants and
occupants of the Building; (b) obtaining in advance Landlord's approval of the
contractors proposed to be used by Tenant and depositing with Landlord in
advance of any work (i) security satisfactory to Landlord for the payment of any
Excess Costs, and (ii) the general contractor's affidavit for the proposed work
and the waivers of lien from the general contractor and all subcontractors and
suppliers of material; and (c) furnishing Landlord with such insurance as
Landlord may require against liabilities which may arise out of such entry.
Landlord shall have the right to withdraw such license for any reason upon
twenty-four (24) hours' written notice to Tenant.  Landlord shall not be liable
in any way for any injury, loss or damage which may occur to any of Tenant's
property or installations in the Additional Space prior to the Additional Space
Commencement Date.  Tenant shall protect, defend, indemnify and save harmless
Landlord from all liabilities, costs, damages, fees and expenses arising out of
the activities of Tenant or its
<PAGE>

agents, contractors, suppliers or workmen in the Additional Space or the
Building. Any entry and occupation permitted under this Section shall be
governed by Section 6 of the Lease and all other terms of the Lease.

     Tenant's plans and specifications shall comply with all applicable
statutes, ordinances, regulations, laws and codes.  Landlord's approval of the
Tenant's plans and specifications or any modifications or changes thereto shall
not impose upon Landlord or its agents or representatives any obligation with
respect to the design of the Additional Space Build-Out or with respect to the
compliance of the Additional Space Build-Out and/or such Tenant's plans and
specifications (or modifications or changes thereto) with applicable laws,
codes, ordinances and regulations, it being expressly understood that the
obligation with respect to the design of the Additional Space Build-Out and its
compliance with applicable law, codes, ordinances and regulations rests with the
Tenant and the party responsible for preparing such Tenant's plans and
specifications.

I.             Intentionally Omitted.
               ---------------------

I.             Right of First Offer.  Subject to Section 8B below, and subject
               --------------------
to any expansion or renewal options of any current tenant or tenants in the
Building (each individually, a "Prior Tenant"), during the Term of the Lease,
                                ------------
Tenant shall have and is hereby granted a right of first offer on the portion of
the space located on the 20th floor of the Building depicted on Exhibit B
                                                                ---------
attached hereto (collectively, the "ROFO Space"), which right shall be exercised
                                    ----------
in accordance with the procedures set forth in Section 8A below.

1.             If at any time during the Term of the Lease any ROFO Space
becomes available for lease to anyone other than a Prior Tenant, Landlord shall
give written notice thereof to Tenant (the "Landlord's ROFO Notice") identifying
                                            ----------------------
that portion of the ROFO Space that is available (the "Subject ROFO Space").
                                                       ------------------
Landlord's ROFO Notice may be given at any time up to sixteen (16) months in
advance of such availability and shall contain the terms upon which Landlord
intends to offer the Subject ROFO Space for lease to the market.  Tenant shall
notify Landlord within ten (10) days of receipt of Landlord's ROFO Notice
whether it desires to lease the Subject ROFO Space on the terms set forth in
Landlord's ROFO Notice; provided, however, that failure to notify Landlord
within said 10-day period shall be deemed a refusal by Tenant.  After any such
refusal or deemed refusal, Tenant shall have no further rights to such Subject
ROFO Space and Landlord shall be free to lease such space to any person or
entity for any term.  If Tenant exercises its right of first offer with respect
to such Subject ROFO Space, such space shall be added to the Premises on (a) all
<PAGE>

the terms, covenants and conditions specified in the Landlord's ROFO Notice,
including without limitation the rent and the term set forth therein, and (b)
the terms, covenants and conditions of this Lease to the extent that such terms,
covenants and conditions of this Lease do not conflict with the terms, covenants
and conditions specified in the Landlord's ROFO Notice.  Any ROFO Space added to
the Premises pursuant to this Section 8 shall become a part of the Premises for
all purposes of this Lease, and any reference in this Lease to the term
"Premises" shall be deemed to refer to and include such portion of the ROFO
Space, except as expressly provided otherwise in this Lease.

1.             Tenant's right to exercise its right of first offer with respect
to any portion of the ROFO Space pursuant to this Section 8, is subject to the
following conditions:  (i) that on the date that Tenant delivers its binding
written notice of its election to exercise its right of first offer, Tenant is
not in default under any of the terms, covenants or conditions of the Lease, and
an unmatured event of default has not occurred and is not continuing; and (ii)
that Tenant shall not have assigned the Lease or sublet any portion of the
Premises at any time during the period commencing with the date that Tenant
delivers its binding written notice to Landlord of its exercise of its right of
first offer and ending on the date on which such ROFO Space is available to be
added to the Premises, or at any time prior to such period, if such assignment
or sublease extends into such period.

1.             Promptly after Tenant's exercise of its right of first offer
pursuant to this Section 8, Landlord shall prepare an amendment to the Lease to
reflect changes in the size of the Premises, Base Rent, Tenant's Proportionate
Share and any other appropriate terms, due to the addition of the ROFO Space.
Tenant shall execute and return such an amendment to the Lease within fifteen
(15) days after its submission to Tenant.

I.             Additional Security Deposit.  A. In addition to and not in
               ---------------------------
replacement of the Security Deposit required pursuant to Section 20 of the
Lease, Tenant shall deposit with Landlord on the date of this Amendment as
security for the performance of all of its obligations under the Lease, as
amended by this Amendment, an amount of $350,000 (the "Additional Security
                                                       -------------------
Deposit", which Additional Security Deposit is, together with the Security
-------
Deposit described in Section 20 of the Lease, are referred to collectively
herein as the "Security Deposit").
               ----------------

     The Additional Security Deposit shall be in the form of an unconditional
and irrevocable letter of credit, which letter of credit shall (a) be in the
initial amount of $350,000, (b) be in form and substance satisfactory to
<PAGE>

Landlord, (c) name Landlord as its beneficiary, (d) expressly allow Landlord to
draw upon it at any time or from time to time by delivering to the issuer
written notice that Landlord is entitled to draw thereunder, (e) be drawn on an
FDIC-insured financial institution satisfactory to Landlord,  (f) be redeemable
in the State of New York, and (g) be freely assignable by Landlord to any
successor to Landlord's interest in the Project.  If Landlord is not provided
at least ten (10) days before the stated expiration date thereof, then Landlord
shall have the right to draw under such letter of credit then held by Landlord
and hold such funds as a Security Deposit as defined in and in accordance with
the terms of Section 20 of the Lease.

     Except as provided in Section 9B. below (which with respect to the Letter
of Credit deposited as the Additional Security Deposit pursuant to this Section
9 only, supersedes Section 20C of the Lease), all terms and conditions of the
Lease regarding Tenant's Security Deposit shall apply equally to the Additional
Security Deposit and to the Security Deposit made pursuant to Section 20  of the
Lease.

     B.   Provided that Tenant is not in default under any of the terms,
covenants or conditions of the Lease, beginning with the first day of the third
Additional Space Lease Year, and at the first day of each Additional Space Lease
Year thereafter, the amount of the Letter of Credit delivered as the Additional
Security Deposit pursuant to this Section 9 may be decreased in the following
manner:


       Additional Space           Amount of Additional Security

         Lease Year                 Deposit Letter of Credit
         ----------                 ------------------------
            1                                $350,000.00
            2                                $350,000.00
            3                                $266,197.00
            4                                $186,140.00
            5                                $ 97,701.00


I.             Incorporation of Lease.  Landlord and Tenant hereby agree that
               ----------------------
(a) this Amendment is incorporated into and made a part of the Lease, (b) any
and all references herein to the Lease shall include this Amendment, and (c) the
Lease and all terms, conditions and provisions of the Lease are in full force
and effect as of the date hereof, except as expressly modified and amended
hereinabove.

I.             Defined Terms.  All terms capitalized but not defined herein
               -------------
shall have the same meaning ascribed to such terms in the Lease.  The marginal
headings and titles to the
<PAGE>

paragraphs of this Amendment are not a part of this Amendment and shall have no
effect upon the construction or interpretation of any part hereof.

I.             Governing Law.  This Amendment shall be governed by and construed
               -------------
under the laws of the State of Illinois.
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.


LANDLORD:                               TENANT:

TIAA REALTY, INC.,                      DIGITAL WORKS, INC., a Delaware
a Delaware corporation                  corporation

By:  Teachers Insurance and
     Annuity Association of
     America, its authorized            By: /s/ Loreen Sieroslawski
     representative                     Name: Loreen Sieroslawski
                                        Title: Vice President Finance



By: /s/ S. Marc Flannery
Name:
Title:_____________________
<PAGE>

                                   EXHIBIT A
                                   ---------


                           Plan of Additional Space
<PAGE>

EXHIBIT 10.19
-------------

                           SECOND AMENDMENT TO LEASE
                           -------------------------

     THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made and entered into
                                           ---------
as of this ________ day of ______________, 1999 by and between TIAA REALTY,
INC., a Delaware corporation ("Landlord") and DIGITAL WORKS INC., a Delaware
                               --------
corporation ("Tenant").
              ------

                              W I T N E S S E T H
                              -------------------

     WHEREAS, Landlord and Tenant have heretofore entered into that certain
lease dated as of June 3, 1999 (the "Original Lease"), pursuant to which
                                     --------------
Landlord leased to Tenant approximately 10,254 rentable square feet of space
located on the nineteenth (19th) floor (the "Original Premises") in the building
                                             -----------------
commonly known as 230 West Monroe Street, situated at the northeast corner of
Monroe and Franklin Streets in Chicago, Illinois (the "Building"), as more
                                                       --------
particularly set forth in the Lease;

     WHEREAS, Landlord and Tenant have heretofore entered into that certain
First Amendment to Lease, dated November 17, 1999 (the "First Amendment"); the
                                                        ---------------
Original Lease and the First Amendment are referred to collectively herein as,
the "Lease") to extend the Term of the Lease with respect to the Original
     -----
Premises and to evidence Tenant's expansion into the Additional Space (as
defined in the First Amendment);

     WHEREAS, Tenant desires to lease certain space in the Building on a short-
term basis;

     NOW THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
hereby agree as follows:

I.             Controlling Language. Insofar as the specific terms and
               --------------------
provisions of this Amendment purport to amend or modify or are in conflict with
the specific terms, provisions and exhibits of the Lease, the terms and
provisions of this Amendment shall govern and control; in all other respects,
the terms, provisions and exhibits of the Lease shall remain unmodified in full
force and effect.

I.             Temporary Space. Tenant shall have the right to occupy
               ---------------
approximately 5,731 rentable square feet on the 7th floor of the Building and
described in the plan attached hereto as Exhibit A (the "Temporary Space")
                                         ---------       ---------------
commencing on December 20, 1999 and ending February 28, 2000 (the "Temporary
                                                                   ---------
Space Term"). Tenant shall pay rent with respect to the Temporary Space in an
----------
amount equal to $10,000 for per month, payable in advance. Contemporaneous with
its execution, Tenant shall pay

<PAGE>

to Landlord all rent due and payable for the Temporary Space Term (i.e.,
$23,548.00). Rent for any partial month shall during the Temporary Space Term
shall be prorated based on the number of days of such month falling within the
Temporary Space Term. In addition, Tenant shall pay for all utilities furnished
to the Temporary Space. Tenant's occupancy of the Temporary Space shall be on
all of the terms, covenants and conditions contained in the Lease, except as
provided in this Section 2 and except as provided in Sections 2, 15, 21, 22 and
                 ---------
Appendix D of the Original Lease and Sections 2, 3, 4, 5, 6, 8 of the First
Amendment.

     If Tenant retains possession of any part of the Temporary Space after the
Temporary Space Term, Tenant shall (i) be deemed to be in default under the
Lease, without any obligation of Landlord to provide notice of such default and
without provision of any cure period (except to the extent required by law); and
(ii) become a tenant at sufferance upon all of the terms of this Lease as might
be applicable to such tenancy, except during such holdover Tenant shall pay rent
in an amount equal to (x) $670.00 per day  (plus  an equitable share of
Operating Expense and Taxes [each as defined in the Lease]) for the first seven
(7) days of such holdover  and (y) $1000 per day (plus an equitable share of
Operating Expenses and Taxes)for each day after the initial seven (7) days of
such holdover.  In addition, if Tenant holds over for more than 30 days, Tenant
shall also pay Landlord all of Landlord's direct and consequential damages, and
in addition, if Landlord so elects by notice to Tenant, such holdover shall
constitute a renewal of this Lease for one year at 110% of the then current
market rate as determined by Landlord.  No acceptance of Rent or other payments
by Landlord under these holdover provisions shall operate as a waiver of
Landlord's right to regain possession or any other of Landlord's remedies.

     In the event that Tenant vacates the Temporary Space prior to the
expiration of the Temporary Space Term and surrenders the Temporary Space to
Landlord in the condition required by the Lease (including if Landlord so
requires, a written confirmation of such surrender executed by Tenant), Landlord
shall refund to Tenant any amount equal to portion of the rent, prorated on a
daily basis, previously paid by Tenant to Landlord for the Temporary Space for
the period from (a) the date of which is one (1) day after the date on which
such surrender occurs  to (b) the date on which the Temporary Space Term would
otherwise have expired.

I.             Condition of Temporary Space.  Landlord is leasing the Temporary
               ----------------------------
Space, to Tenant for the remainder of the Term of the Lease "AS IS", without any
representations or warranties of any kind (including, without limitation, any
express or implied warranties of merchantability, fitness or habitability) and
without any obligation on the part of Landlord to alter, remodel, improve,
repair, or decorate the Premises or any part thereof.

I.             Incorporation of Lease.  Landlord and Tenant hereby agree that
               ----------------------
(a) this Amendment is incorporated into and made a part of the Lease, (b) any
and all references herein to the Lease shall include this Amendment, and (c) the
Lease and all
<PAGE>

terms, conditions and provisions of the Lease are in full force and effect as of
the date hereof, except as expressly modified and amended hereinabove.

I.             Defined Terms.  All terms capitalized but not defined herein
               -------------
shall have the same meaning ascribed to such terms in the Lease.  The marginal
headings and titles to the paragraphs of this Amendment are not a part of this
Amendment and shall have no effect upon the construction or interpretation of
any part hereof.

I.             Governing Law.  This Amendment shall be governed by and construed
               -------------
under the laws of the State of Illinois.
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.


LANDLORD:                           TENANT:

TIAA REALTY, INC., a                    DIGITAL WORKS, INC., a
Delaware
 a Delaware corporation                  corporation

By:  Teachers Insurance and
     Annuity Association of
     America, its authorized            By: /s/ Loreen Sieroslawski
     representative                     Name:
                                        Title:


By: /s/ S. Marc Flannery
Name:
Title:_____________________________
<PAGE>

                                   EXHIBIT A
                                   ---------

                            Plan of Temporary Space