SECURITY AGREEMENT

         THIS SECURITY  AGREEMENT  ("Agreement")  is made and entered into as of
November 9, 1999, by and among Ag1.Com, Inc., a Wyoming corporation (hereinafter
referred to as the  "Debtor"),  and Data  Transmission  Network  Corporation,  a
Delaware corporation (hereinafter referred to as the "Secured Party").

                                   WITNESSETH:

         WHEREAS,   Debtor  has  executed  and  delivered  to  Secured  Party  a
Promissory Note in the principal amount not to exceed  $2,125,000 dated the same
date as this Agreement (hereinafter the "Note"); and

         WHEREAS,  in order to induce  Secured Party to accept the Note,  Debtor
has agreed to grant Secured Party a security interest in the property  described
below to secure the Note.

         NOW, THEREFORE, in consideration of the above recitals and the promises
and covenants contained herein, the parties agree as follows:

         1. Security  Interest and  Collateral.  As collateral  security for the
full and timely payment and performance of the Note, including all replacements,
renewals, extensions, substitutions and modifications thereof, and to secure the
prompt  payment  in  full of any and all  other  indebtedness  and  obligations,
liabilities,  covenants and duties of Debtor to Secured Party, of every kind and
description  (whether  or not  evidenced  by the Note or any  invoice,  billing,
guaranty  or other  instrument,  and  whether or not for the  payment of money),
direct or indirect, absolute or contingent,  liquidated or unliquidated,  due or
to become due, now existing or hereafter arising, including, without limitation,
any debt,  liability or obligation  owing from Debtor to Secured Party;  damages
for breach of this  Agreement  and expenses and  attorneys'  fees  chargeable to
Debtor, whether or not provided in this Agreement (collectively, "Obligations"),
Debtor  hereby  grants to Secured  Party a continuing  security  interest in the
following property of Debtor  (collectively,  the  "Collateral"),  including all
proceeds and products thereof:

         INVENTORY:  All inventory of every type and  description,  now owned or
         hereafter acquired by Debtor,  including inventory  consisting of whole
         goods,  spare parts or components,  supplies or materials and inventory
         acquired,  held or  furnished  for  sale,  for  lease or under  service
         contracts or for manufacture or processing,  or any other purpose,  and
         wherever located.

         DOCUMENTS OF TITLE: All warehouse  receipts,  bills of lading and other
         documents of title of every type and description now owned or hereafter
         acquired by Debtor.

         RECEIVABLES:  Each and every  right of Debtor to the  payment of money,
         whether such right to payment now exists or hereafter  arises,  whether
         such right to payment arises out of a sale, lease or other  disposition
         of goods or other  property,  out of a rendering of services,  out of a
         loan,  out of the  overpayment  of taxes or other  liabilities,  or any

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         other  transaction or event,  whether such right to payment is created,
         generated or earned by Debtor or by some other person whose interest is
         subsequently transferred to Debtor, whether such right to payment is or
         is not  already  earned by  performance,  and  howsoever  such right to
         payment  is or is not  already  earned by  performance,  and rights and
         interests  (including  all liens,  security  interests and  guaranties)
         which  Debtor  may at any time  have by law or  agreement  against  any
         account  debtor or other  person  obligated to make any such payment or
         against  any  property  of such  account  debtor or other  person;  all
         contract  rights,   chattel  papers,   bonds,   notes  and  other  debt
         instruments,  and all loans and obligations receivable, tax refunds and
         other rights to payment in the nature of general intangibles.

         EQUIPMENT AND FIXTURES: All equipment of every type and description now
         owned or hereafter  acquired by Debtor including  (without  limitation)
         all  present  and  future  machinery,  vehicles,  furniture,  fixtures,
         manufacturing  equipment,  shop  equipment,  office and record  keeping
         equipment,   parts,  tools,   supplies  and  all  other  goods  (except
         inventory)  used or  bought  for use by  Debtor  for  any  business  or
         enterprise  and  including  all goods  that are or may be  attached  or
         affixed to or otherwise become fixtures upon any real property.

         GENERAL  INTANGIBLES:   All  general  intangibles  of  every  type  and
         description  now  owned or  hereafter  acquired  by  Debtor,  including
         (without  limitation)  all  present  and future  domestic  and  foreign
         patents,  patent applications,  software (source code and object code),
         software applications,  trademarks, trademark applications, copyrights,
         trade  names,  trade  secrets,  shop  drawings,  engineering  drawings,
         blueprints,    specifications,    parts   lists,   manuals,   operating
         instructions,  customer  or  supplier  lists  and  contracts,  contract
         rights,  licenses,  permits,  franchises,  the  right  to use  Debtor's
         corporate name and the goodwill of Debtor's business.

         2. Representations,  Warranties and Agreements of Debtor. Debtor hereby
represents, warrants and agrees that:

                  (a)  Debtor  has (or  will  have at the time  Debtor  acquires
         rights in Collateral  hereafter arising) absolute title to each item of
         Collateral  free  and  clear  of  all  security  interests,  liens  and
         encumbrances,  and will  defend the  Collateral  against  all claims or
         demands of all persons other than Secured  Party.  Debtor will not sell
         or otherwise dispose of any material Collateral or any interest therein
         (other than the sale of inventory in the ordinary course of business of
         Debtor and other than the disposition of obsolete or damaged equipment)
         without the prior written consent of Secured Party.

                  (b)  Debtor  will not  permit any  tangible  Collateral  to be
         located in any state (and, if county filing is required, in any county)
         in which a financing  statement covering such Collateral is required to
         be, but has not in fact been,  filed in order to perfect  the  security
         interest herein granted to Secured Party.

                  (c) Each  right to  payment  and  each  instrument,  document,
         chattel paper and other agreement constituting or evidencing Collateral

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         is (or will be when  arising or issued) the valid,  genuine and legally
         enforceable obligation,  subject to no defense, set-off or counterclaim
         (other than those  arising in the  ordinary  course of business) of the
         account  debtor or other obligor  named therein or in Debtor's  records
         pertaining  thereto as being obligated to pay such  obligation.  Debtor
         will neither agree to any material  modification or amendment nor agree
         to any  cancellation  of any such  obligation  without  Secured Party's
         prior  written  consent,  and will not  subordinate  any such  right to
         payment to claims of other  creditors of such  account  debtor or other
         obligor.

                  (d)  Debtor  will  (i)   promptly  pay  all  taxes  and  other
         governmental  charges levied or assessed upon or against any Collateral
         or upon or against  the  creation,  perfection  or  continuance  of the
         security  interest  herein  granted  to  Secured  Party;  (ii) keep all
         Collateral  free  and  clear  of  all  security  interests,  liens  and
         encumbrances,  except the security  interest  herein granted to Secured
         Party;  (iii) at all  reasonable  times,  permit  Secured  Party or its
         representatives to examine or inspect any Collateral, wherever located,
         and to examine,  inspect and copy Debtor's books and records pertaining
         to the Collateral  and its business and financial  condition and, after
         the occurrence of an Event of Default,  to discuss with account debtors
         and other  obligors  requests  for  verifications  of  amounts  owed to
         Debtor;  (iv) keep  accurate and  complete  records  pertaining  to the
         Collateral  and  pertaining  to each  Debtor's  business and  financial
         condition and submit to Secured Party such periodic reports  concerning
         the  Collateral and each Debtor's  business and financial  condition as
         Secured Party may from time to time  reasonably  request;  (v) promptly
         notify  Secured  Party  of  any  loss  of or  material  damage  to  any
         Collateral or of any adverse change,  known to Debtor,  in the prospect
         of payment of any sums due on or under any  instrument,  chattel paper,
         or account constituting  Collateral;  (vi) if Secured Party at any time
         so  requests  after the  occurrence  of an Event of  Default,  promptly
         deliver to Secured  Party any  instrument,  document  or chattel  paper
         constituting Collateral,  duly endorsed or assigned by Debtor; (vii) at
         all times keep all tangible Collateral insured against risk of loss and
         such other risks and in such  amounts as Secured  Party may  reasonably
         request,  with any loss being payable to Secured Party to the extent of
         its  interest;   (viii)  from  time  to  time  execute  such  financing
         statements as Secured Party may reasonably  require in order to perfect
         the security  interest  herein granted to Secured Party;  (ix) pay when
         due or reimburse Secured Party on demand for all costs of collection of
         any of the Obligations and all other out-of-pocket  expenses (including
         in each case all reasonable  attorneys' fees) incurred by Secured Party
         in connection with the creation, perfection, satisfaction,  protection,
         defense or  enforcement  of the  security  interest  herein  granted to
         Secured  Party or the  creation,  continuance,  protection,  defense or
         enforcement  of  this  Agreement  or any  or  all  of the  Obligations,
         including expenses incurred in any litigation, bankruptcy or insolvency
         proceedings;  (x) execute,  deliver or endorse any and all instruments,
         documents,  assignments,  security  agreements and other agreements and
         writings  which  Secured  Party may at any time  reasonably  request in
         order to secure,  protect,  perfect or enforce  the  security  interest
         herein  granted to Secured Party and Secured  Party's rights under this
         Agreement;  and (xi) permit  Secured Party at any time and from time to
         time  to send  requests  to  account  debtors  or  other  obligors  for
         verification of amounts owed to Debtor.  If Debtor at any time fails to
         perform  or observe  any  agreement  contained  in this  Section  2(d),
         immediately  upon the  occurrence  of such failure,  without  notice or
         lapse of time, Secured Party may (but need not) perform or observe such

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         agreement on behalf and in the name,  place and stead of Debtor (or, at
         Secured Party's option,  in Secured Party's own name) and may (but need
         not) take any and all other actions which Secured Party may  reasonably
         deem  necessary  to cure or correct such  failure  (including,  without
         limitation,   the  payment  of  taxes,  the  satisfaction  of  security
         interests, liens, or encumbrances, the performance of obligations under
         contracts or agreements  with account  debtors or other  obligors,  the
         procurement  and  maintenance of insurance,  the execution of financing
         statements,  the  endorsement of  instruments,  and the  procurement of
         repairs,  transportation or insurance);  and, except to the extent that
         the effect of such payment  would be to render any loan or  forbearance
         of money usurious or otherwise illegal under any applicable law, Debtor
         shall  thereupon  pay Secured  Party on demand the amount of all moneys
         expended and all costs and expenses  (including  reasonable  attorneys'
         fees)  incurred by Secured Party in  connection  with or as a result of
         Secured Party's  performing or observing such agreements or taking such
         actions,  together  with  interest  thereon  from the date  expended or
         incurred by Secured Party at the highest rate then applicable under the
         Note. To facilitate  the  performance or observance by Secured Party of
         such agreements of Debtor,  Debtor hereby  irrevocably  appoints (which
         appointment  is  coupled  with  an  interest)  Secured  Party,  or  its
         delegate, as the attorney-in-fact of Debtor with the right (but not the
         duty) from time to time to create, prepare, complete, execute, deliver,
         endorse  or file,  in the name and on  behalf  of  Debtor,  any and all
         instruments,   documents,   financing   statements,   applications  for
         insurance and other  agreements,  and writings required to be obtained,
         executed, delivered or endorsed by Debtor under this Section 2.

         3. Collection  Rights of Secured Party.  Secured Party may, at any time
after the occurrence of an Event of Default,  notify any account debtor,  or any
other person obligated to pay any amount due, that such chattel paper,  account,
or other right to payment has been assigned or  transferred to Secured Party for
security  and shall be paid  directly  to Secured  Party.  If  Secured  Party so
requests  at any time,  Debtor  will so notify  such  account  debtors and other
obligors in writing and will indicate on all invoices to such account debtors or
other obligors that the amount due is payable  directly to Secured Party. At any
time after  Secured  Party or Debtor  gives such notice to an account  debtor or
other obligor,  Secured Party may (but need not), in its own name or in Debtor's
name,  demand,  sue for,  collect or receive  any money or  property at any time
payable or  receivable  on account  of, or  securing,  any such  chattel  paper,
account,  or other  right  to  payment,  or grant  any  extension  to,  make any
compromise  or settlement  with or otherwise  agree to waive,  modify,  amend or
change the obligations  (including  collateral  obligations) of any such account
debtor or other obligor.

         4.  Events  of  Default.   Each  of  the  following  occurrences  shall
constitute an event of default  under this  Agreement  (herein  called "Event of
Default"):  (i) Debtor shall fail to pay any or all of the Obligations  when due
or (if  payable on demand)  on demand,  or shall fail to observe or perform  any
covenant or agreement herein binding on it; (ii) any  representation or warranty
by Debtor set forth in this  Agreement or made to Secured Party in any financial
statements or reports submitted to Secured Party by or on behalf of Debtor shall
prove materially false or misleading; (iii) a garnishment,  summons or a writ of
attachment  shall be issued  against or served  upon the  Secured  Party for the
attachment of any property of Debtor or any indebtedness  owing to Debtor;  (iv)
the Debtor shall  voluntarily  file, or have filed against it  involuntarily,  a

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petition under the United States Bankruptcy Code; (v) there shall be an Event of
Default under the Note, as defined therein,  or (vi) Secured Party shall in good
faith believe that the prospect of due and punctual payment of any or all of the
Obligations is impaired.

         5. Remedies Upon Event of Default.  Upon the  occurrence of an Event of
Default  under  Section 4 above and at any time  thereafter,  Secured  Party may
exercise any one or more of the  following  rights or remedies:  (i) declare all
unmatured  Obligations  to be  immediately  due and payable,  and the same shall
thereupon be immediately due and payable, without presentment or other notice or
demand,  (ii) exercise and enforce any or all rights and remedies available upon
default to a secured party under the Uniform Commercial Code, including, but not
limited to, the right to take possession of any Collateral,  proceeding  without
judicial  process  or by  judicial  process,  and the  right to  sell,  lease or
otherwise dispose of any or all of the Collateral,  and in connection therewith,
Secured  Party may require  Debtor to make the  Collateral  available to Secured
Party  at a  place  to be  designated  by  Secured  Party  which  is  reasonably
convenient to both parties,  and if notice to Debtor of any intended disposition
of Collateral or any other  intended  action is required by applicable  law in a
particular  instance,  such notice shall be deemed  commercially  reasonable  if
given in the manner specified in Section 6 below at least ten (10) calendar days
prior to the date of disposition or other action,  (iii) apply any and all money
owing by Secured  Party to Debtor  under any funding  agreement  or similar type
agreement now or hereafter  entered into between Secured Party and Debtor to the
payment of the Obligations,  or (iv) exercise or enforce any or all other rights
or  remedies  available  to  Secured  Party  by law  or  agreement  against  the
Collateral,  against  Debtor or against any other person or  property.  Upon the
occurrence of the Event of Default, all Obligations shall be immediately due and
payable without demand or notice therefor.

         6.  Notices.  All  notices  to be  given  to  Debtor  shall  be  deemed
sufficiently  given if delivered by overnight courier or mailed by registered or
certified mail, postage prepaid and return receipt  requested,  to Debtor at the
address  set forth  opposite  its name or at the most  recent  address  shown on
Secured Party' records.

         7. Binding Effect. This Agreement shall be binding upon and shall inure
to the  benefit  of  the  parties  hereto  and  their  respective  heirs,  legal
representatives, successors and assigns.

         8.  Modification;  Amendment;  Waiver.  This Agreement can be modified,
amended,  terminated or discharged,  and the security  interest can be released,
only explicitly in a writing signed by Secured Party. A waiver signed by Secured
Party shall be  effective  only in the  specific  instance  and for the specific
interest given.

         9. Severability.  If any term, provision, covenant or condition of this
Agreement is held by a Court of competent  jurisdiction  to be invalid,  void or
unenforceable,  the  remainder of the  provision,  covenant or  condition  shall
remain in full  force and effect and shall in no way be  affected,  impaired  or
invalidated, unless to do so would substantially destroy the fundamental purpose
of this Agreement.

         10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nebraska without regard to its conflict
of laws principles.

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         IN WITNESS WHEREOF,  this Security  Agreement has been duly executed by
Debtor and Secured Party as of the day and year first above-written.

Address:                                     AG1.COM,     INC.,    a
                                             Wyoming corporation, Debtor
Ag1.Com, Inc.


Attention: President                         By: /s/ William T. Rose
                                                 ------------------------------
                                                 William T. Rose
                                             Title: CEO



Address:                                    DATA TRANSMISSION NETWORK
                                            CORPORATION, a Delaware corporation,
Data Transmission Network Corporation       Secured Party
9110 West Dodge Road, Suite 200
Omaha, Nebraska 68114
Attention: President                        By: /s/ Greg T. Sloma
                                                -------------------------------
                                                Greg T. Sloma, President

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